The Last Son, Book Three: Changes
by The Writer with No Name
Summary: AU S3. Xover with Superman and Justice League. Mutants are public knowledge. Superman is no longer myth. With this change the Man of Steel and his new team strive to make a difference in the world..but they and the X-Men have their work cut out for them.
1. New Beginnings

_Disclaimer: X-Men: Evolution and all Marvel characters are property of Marvel Comics. Superman, the Justice League, and all DC characters are property of DC Comics. I am not making any money from this story; I wrote it solely for my own amusement. Enjoy!_

CHAPTER ONE: NEW BEGINNINGS

_New York City, New York, September 7, 2008_

The bustling metropolis of New York City was abuzz with activity, as always, as its citizens hurried through the city streets, hardly taking the time to enjoy the crisp freshness of the morning air, or the morning sun's light…

…most of them, anyway.

At a table outside a small coffee shop, a young man of 21, tall and lean, with short black hair, slicked back and parted in the front, clad in brown dress slacks and a white button-up long-sleeved shirt under a blue sweater-vest, sat reading a newspaper, enjoying the beautiful morning as he sipped his orange juice, his sky-blue eyes speedily skimming through the news-articles from behind his glasses. After reading the business section in record time, and taking a few minutes to get a chuckle out of the comics, he glanced to the front page.

"_…in the months since its inception, the super-human team known as the Justice League has certainly made an impression._" the author had written. "_Consisting of some of the most powerful super-humans ever seen – including the previously-thought-to-be-mythical Superman – the League has, so far, stayed true to its initial promise to be a force for good around the world. Unlike the Avengers, the U.S. government's super-powered task-force, the League acts as an independent, international squad, seeking to, as the planet Krypton's Last Son so eloquently put it, 'provide an example.' Well, between averting both natural and man-made disasters, stopping both domestic and international crime __**cold**__, and helping to resolve mutant and super-human-related crises, they certainly have set quite the example!_"

His brow furrowed in worry as he continued to read silently. "_However, public opinion on the League remains painfully split, especially given the League's friendly relations with the Xavier-Institute-based mutant team, known as the X-Men. With mutants now public knowledge, an increasingly vocal anti-mutant, 'human supremacist' faction has emerged in the population, spearheaded by the group known only as the 'Friends of Humanity' in condemning the League and its actions, despite the fact that a growing majority of people now look upon mutants with understanding. Even with growing public support, the League – with its powerful members operating independent of any government – is regarded with open suspicion by many figures within the military and the government…most notably U.S. Senator Robert Kelly, who has long argued passionately for stricter regulations for mutants and super-humans living on U.S. soil. Still, regardless of opinion, most people will agree on one thing about the League and the X-Men: they still have their work cut out for them._"

'_Isn't that the truth._' the young man thought to himself. Finishing his reading, he returned his gaze to the morning sun, enjoying the day for a few moments more before he had to head to work; it was a shame that most other people didn't take the time to do the same…

Suddenly, his cell-phone started to ring, and he promptly answered it. "Hello?"

"_Kent, I'm going to need you to cover the arrival of the Genoshan Ambassador at the UN Building; I have the rest of my reporters out on assignment, elsewhere, and I need you there, __**especially**__ if Superman and the rest of the Justice League decide to make a fly-by._"

Clark Kent chuckled. "I'd be happy to, Mr. Jameson…but I kinda doubt that the League will show up, unless there's an emergency; I don't think they'd want to detract from the importance of the Ambassador's arrival."

On the other end, J. Jonah Jameson chuckled. "_Sure, Kent; like you're the League's best friend._" he said. "_Regardless, I need you down there; the Ambassador is set to arrive, this afternoon. Don't be late!_"

"I won't, sir." Clark promised. "I'll have the article ready before the day is out."

"_This is important, Kent._" Jonah insisted. "_The UN giving representation to Genosha is the biggest thing since…well, since mutants, Superman and the League went public! We have to be the first to get the facts; can I count on you?_"

Clark smiled. "Mr. Jameson, I _never_ lie." he answered. "You'll have the article before 5:00."

"_Good man._" Jonah said. "_I'll see you in a half-hour._"

Suddenly, another beeping-tone sounded, causing Clark's eyes to go wide. "Uh…Mr. Jameson? I…I might be a little late; something came up."

"_Again??_" Jonah groaned. "_Good grief, Kent, that's the third time, this week! I'd __**better**__ be impressed with that article, mister..!_"

"You will be, sir." Clark promised. "I'll be in as soon as I can."

"_Just see that you are, Kent._" Jonah warned, before he ended the call. With the call finished, Clark quickly looked around, ensuring that no-one was watching…before discreetly placing a high-tech earpiece into his ear, as he finished his juice, picked up his newspaper and knapsack, and walked away.

"_Kent. We have a situation._"

"So I gathered, Bruce." Clark answered softly, as his hearing started to pick up what his teammate had likely called to notify him about. "That fire in Brazil sounds bad, and I'm hearing a mayday from an oil tanker in the Pacific."

"_That's not all, Kent; our test-run of the Tower's Beacon-system cracked two suspicious transmissions; there's an IRA arms-deal going down in Northern Ireland, and the Garcia cartel is moving a cocaine shipment through Miami. Arthur and John are en route to the tanker via the Javelin-2, and Wally should be able to kick up a big enough breeze to keep that fire contained until Diana can help those workers re-direct the river through that part of the rainforest._"

Clark nodded, as he headed into a nearby darkened alley…deactivating his image-inducer once he was out of sight, revealing his powerful frame. "Shayera, Krypto and I should be able to take care of things in Northern Ireland…" Clark replied.

"_…leaving Ramon Garcia for myself and J'onn._" Batman finished. "_I'll meet J'onn there in the Javelin-1. Miami PD will have the transmission shortly._"

"Understood, Black Knight. Boy Scout out." Clark answered, ending the transmission…before he shed his work clothes, revealing his red-and-blue uniform underneath…

…and as the people of New York hurried along with their business, they suddenly came to a stop as a red-and-blue streak shot across the sky seconds later, shaking the air as it flew.

It was time to get to work.

XXXXXXXX

_Xavier Institute, Westchester, New York_

The autumn air was crisp and cool as the afternoon sun shone over the Xavier Institute, newly rebuilt from the attack a few months previous, with building supplies still dotting the beautiful landscape of the front and back yards. Within the Institute, everything was quiet, as the students had gathered in the living room, watching the news, waiting for the special report to begin.

Scott "Cyclops" Summers, the 18-year-old leader of the X-Men, was sitting on the couch, in his usual blue jeans and brown sweater, his ruby-quartz shades over his eyes. Sitting next to him was his much-beloved girlfriend Jean Grey – who had recently given herself the codename "Phoenix" – also 18, in her usual light rose long-sleeved shirt and blue jeans, her emerald eyes closed contentedly as she leaned on Scott's shoulder, her ruby hair lightly brushed over her shoulder. "Hey, Kurt," Scott called out, "is Amanda and her family watching the news, too?"

Standing a few feet behind them, clad in light brown slacks and a white t-shirt was 17-year-old Kurt "Nightcrawler" Wagner, with his image-inducer switched off, in his true form, complete with blue fur, gold eyes, and tridactyl hands and feet, looked up from the phone, where he'd been talking to his girlfriend, Amanda. "_Ja,_ zhey're vatching it, now." the German-born youth replied. He gulped. "'Mandy said zat her parents are still a bit nervous about her dating a mutant."

Jean smiled. "Don't worry, Kurt; the _second_ they meet you, they'll _love_ you!"

Kurt smiled. "Zhanks, Jean."

Sitting on the floor near the TV was 17-year-old Kitty "Shadowcat" Pryde, in her usual blue capris, white t-shirt and light pink sweater, her chestnut hair in its usual ponytail, her baby-blue eyes sparkling happily as she leaned back into the embrace of her boyfriend 18-year-old Lance "Avalanche" Alvers, in his usual black t-shirt, brown vest, and blue jeans. Lance smiled to himself, absently running a hand through his brown hair as he savoured having Kitty this close to him. Kitty's smile was interrupted by a worried frown. "Guys, I hope Clark doesn't miss this! I mean, he and the League pretty much _saved_ Genosha! They _all_ should get to see this!"

Chuckling, Lance answered, "Don't worry about Big Blue, Pretty Kitty; I mean, with those eyes and ears of his, he can see the whole thing from _space!_"

Kitty smiled. "True!" she agreed.

In the corner of the room, 17-year-old Rogue, in her usual short black skirt, black tank-top and semi-transparent green blouse, sat at the poker table across from her sort-of-boyfriend, 18-year-old, red-and-black-eyed Remy "Gambit" LeBeau, clad in his usual black t-shirt, black jeans, and brown trenchcoat.

Rogue's green eyes danced with merriment, brushing a strand of white-streaked auburn hair out of her eyes…before showing her cards. "Full House, Cajun."

Remy chuckled. "As always, _chere_, y' be more den a match fo' Remy."

In her seat next to the couch, 18-year-old Alison "Power Girl" Blaire sat with her guitar in her lap, clad in her pink tank-top and blue jeans, her long, strawberry-blonde hair tied in a ponytail. The young part-Kryptonian mutant's sapphire eyes narrowed in deep thought, as she absently strummed her guitar…before smiling to herself, and jotting a few music notes down on her incomplete sheet music, adding the next few notes to her latest song.

Just then, Evan "Spyke" Daniels, a 17-year-old African-American youth with cru-cut-short bleached hair and dark eyes, walked into the living room, clad in his usual light-brown khaki pants and white sleeveless t-shirt. "Is the news on, yet, guys?" he asked.

Jean smiled. "No, Evan; you didn't miss anything."

Sitting in the chair to the left of Scott and Jean was 17-year-old Wanda "Scarlet Witch" Maximoff, the newest addition to both the Institute and the X-Men team. Wanda was clad in her usual black leather pants and dark red vest, her favourite Egyptian _ankh-_pendant around her throat. Her blue eyes were lightly narrowed as she read her latest book on Wicca, pausing to brush a strand of her mid-length, red-tipped raven hair out of her eyes; some time after she'd formally joined the Institute, she'd decided to let her hair grow out, a bit.

Scattered about the room were the rest of the Institute's students, the New Mutants. Bobby "Iceman" Drake, in his blue t-shirt and jeans, and Jubilation "Jubilee," Lee, clad in her usual light mauve t-shirt, violet slacks, and light-yellow sweater, had both just walked in from the kitchen after getting a couple of sodas. Sensing that the drinks weren't quite cold enough, the 15-year-old sandy-blond-haired youth quickly assumed his frozen-form, and exhaled over both sodas, chilling them, before returning to normal, earning a giggle from the 15-year-old pyrotechnic.

Sitting on the edge of the stairs, in her blue jeans and dark-rose short-sleeved blouse, was 17-year-old Tabitha "Boom-Boom" Smith, her CD player on her lap as she listened to her favourite tunes…seconds before she got up, walking over to where one of their instructors, the blue-furred, ape-like Dr. Hank "Beast" McCoy, in his usual black sweater and brown slacks, was playing chest with the silver-coloured Mark, A.K.A. "Android," who was currently clad in a white t-shirt and blue jeans. "How's it going, Hank?" the blonde pyrokinetic inquired.

Hank sighed. "Not quite so well." he answered, as he moved a rook to take Mark's queen. "Now, believe that should be..!"

Mark smiled…before moving a knight to take the queen. "_Checkmate._" Mark said, in his soft, electronic voice.

Hank sighed. "That's five out of five games; far from my usual proficiency."

"_Please note, Dr. McCoy, that it has taken me a progressively longer series of moves to achieve checkmate. You are improving._"

Hank chuckled. "True, but I'm still no match for your brute-force."

Tabitha blinked. "Come again?"

"_To solve new problems, computers utilize a process known as brute-force._" Mark explained. "_If a computer system does not inherently 'know' a given solution, it is programmed to try every __**possible**__ solution until it finds the best outcome, given the parameters. Given current Earth-based computing technology, as problems become more complex, with more possible solutions, brute-force becomes increasingly more time-consuming, but eventual success is a mathematical certainty._"

Hank chuckled. "Of course, with Mark's billions of nano-computers, calculating possible chess-moves is a cake-walk!"

Tabitha smiled. "Yeah, I guess so!"

By then, Ray "Berzerker" Crisp and Roberto "Sunspot" DeCosta, both 15 and clad in shorts and sleeveless t-shirts, walked into the Institute, having finished their basketball game. Seconds later, they were followed by numerous copies of 12-year-old, brown-haired, hazel-eyed Jamie "Multiple" Madrox, in his usual grey t-shirt and brown slacks, with one copy holding a frizbee. As Jamie's copies all recombined back into one Jamie, a reddish-brown-furred wolf walked in after him…before it quickly shifted into 15-year-old Rahne "Wolfsbane" Sinclair, in her usual brown khaki pants and green tank-top, her light-red hair tied in two short pigtails. Seconds later, they were followed by 15-year-old Sam "Cannonball" Guthrie, in his usual black t-shirt, blue jeans, and blue vest; the three of them had been playing catch, a few minutes previous, since the weather had been nice.

Outside the Institute, Ororo "Storm" Munroe knelt by her garden as she finished planting her flower-bulbs for next spring, clad in her simple gardening trousers and a white t-shirt, her long, cloud-white hair – a sharp contrast to her chocolate skin – tied back by a bandana. A few feet to her right was 15-year-old Amara "Magma" Aquila, helping her by pulling the few remaining weeds. Amara's long, dark chestnut hair, matching her tawny complexion, was tied back in a ponytail, keeping it out of her brown eyes as she dug out the few stubborn weeds with a trowel, her gardening trousers and green t-shirt growing thicker with dust as she helped her instructor.

In the living room, standing to the side, a few feet away from the students, Logan, or "Wolverine," leaned casually against a nearby wall, calmly sipping a beer. The Canadian-born mutant was in his usual faded jeans and white t-shirt, watching the TV with his usual semi-indifference. "Hey, Chuck." he called out. "It should be on in a few."

Smiling to himself, Professor Charles Xavier, the Headmaster of the Institute, in his usual blacks slacks, black long-sleeved shirt and brown sweater, rolled his wheelchair into the living room. "This will certainly be a momentous occasion," the bald telepath mused, "wouldn't you agree, Raven?"

Walking into the living room after Charles, one of the Institute's newest instructors – the other being elsewhere on 'business' – the former S.H.I.E.L.D. informant Raven "Mystique" Darkholme nodded in slightly-disbelieving agreement. The azure-skinned, red-haired, amber-eyed metamorph was clad in black slacks and a black tank-top, accentuating her lean frame. "One year ago, if anyone had told me that mutants would have their own nation, let _alone_ that said country would be represented in the UN, I would have called them _insane._" Raven said.

Charles chuckled. "Yes, we've certainly come a fair way, these past few months."

"But not _too_ far." Logan said. "Just take a look at those 'F.O.H.' bastards."

Scott sighed, nodding glumly. "Yeah." he agreed; it was a harsh fact that, despite their best efforts, along with those of the League, mutants were still viewed with hatred by some people.

'_But not __**all**__ people._' Jean telepathically interjected through their link. '_A lot of people have started accepting our presence, Slim – just as many as those who hate us._' She smiled. '_Between us and the League, with any luck, we can change even __**more**__ people's minds._'

Scott smiled at that; over the past few months since the Justice League's inception, the X-Men had worked with them on numerous mutant-related crises. '_It's nice to know we're good for something._' he mentally quipped, earning a chuckle from Jean. Aloud, he added, "I hear we're expecting a few new students."

Jean nodded. "Yeah; I think they're coming later today." she answered. "Right, Professor?"

Charles nodded. "Yes, Jean; our new students will be arriving, later this afternoon." he said. "With any luck, Clark will have finished his daily patrols with the League and can join us in greeting them."

Lance grinned. "Yeah, they're probably gonna want to meet the 'Man of Tomorrow'."

Evan chuckled. "Gotta admit, that JJ guy coined a cool nickname for CK."

"Speaking of which, I was just saying that I hope Clark doesn't miss this." Kitty said, still a bit worried.

"Don't worry, Kitty." Ororo said, as she and Amara walked in, having caught the tail-end of the conversation. "I'm sure that Clark won't miss anything."

"Yeah!" Jamie agreed. "Clark and the League are probably just out catching a falling airplane, or something!"

Bobby chuckled. "Probably, squirt." he said.

Looking up from her book, Wanda smiled, and said, "Hey, Blondie, any news from the Boy Scout?"

Smiling back, Alison shook her head. "Sorry, guys; Clarkie's been incommunicado, all day."

Sam whistled. "They must be busy."

"Aye." Rahne agreed, in her Scottish lilt. "'Tis no small task, to monitor an entire planet for trouble."

"Isn't their new headquarters up-and-running, yet?" Jubilee asked.

"I'm not sure." Scott answered. "Last time I asked, they were just putting the finishing touches on it; it _might_ be…"

Amara looked confused. "Could they not have simply used Clark's Fortress?" the Nova Roman girl inquired.

Alison shook her head. "No, 'Mara; the League wanted their HQ to be in _neutral_ territory, to reflect their intention to help the _entire_ world, and the Fortress is _technically_ on Atlantis' turf." she explained. "They also didn't want to rely too much on Kryptonian technology, especially given what Clark said about Krypton's ancient law of non-interference." She smiled. "Clark and the League are trying to provide an _example._"

Suddenly, Alison's cell-phone started to ring, and she promptly answered it. "Hello?"

"_Hi, Ali._"

At the sound of her boyfriend's voice, Alison instantly smiled. "_Clarkie!_ Hi, baby!" she exclaimed. "How are you?"

Remy chuckled. "_Merde_, dat _homme_ got good ears." he quipped.

"_Oh, I'm fine, taushi._" Clark answered Alison. "_Mr. Jameson just has me covering the arrival of the new Genoshan ambassador here at the UN Building; I'm on my way there, now._"

Alison nodded; shortly after things had started to settle into _something_ resembling a routine, Clark had approached the owner of the _Daily Bugle_ newspaper, J. Jonah Jameson, asking to work part-time as a reporter with the paper, so that he could continue working in the field he had come to love, as well as gaining valuable experience for the dissertation he would likely have to write, this year. "That's great, _tausha._" Alison replied. "And what about your…other job?"

Clark chuckled. "_So far today, the League and I have had to extinguish a forest-fire in Brazil, break up an arms-deal in Northern Ireland, rescue an oil-tanker in distress in the Pacific, and intercept a drug shipment coming through Miami, as well as that potential nuclear meltdown in Iran, a few days ago._"

Alison laughed. "Sounds like you guys were busy!" she exclaimed.

"So, what have Clark and the League been up to?" Jamie inquired.

Alison smiled. "Oh…just a normal day."

Tabitha arched an eyebrow. "You _do_ realize that Big Blue's concept of a 'normal day' could make _most_ people run screaming from the room, right?"

At that, Clark chuckled on the phone. "_Oh, and in case Tabitha asks, 'normal' isn't something I'd use to describe my day!_"

Alison giggled. "No kidding!"

"_Anyway, taushi, how's your new song coming?_"

Alison smiled. "It's going fine, _tausha_; I was just putting the finishing touches on it." she replied. Her smile grew. "It may not be quite as big a hit as 'True Blue,' but I think it'll sound great!"

Wanda snorted. "Hey, it's _gotta_ be a step up from Tolansky's 'midnight serenades'."

That earned a laugh from several of the New Mutants; over the past few weeks, one of their former enemies, Todd "Toad" Tolansky, had taken it upon himself to sneak onto the Institute grounds and sing love-songs to his 'Snookums'. "Oh, what_ever_, Wanda!" Jubilee laughed. "You _know_ you loved it!"

Wanda simply lowered her gaze further into her book…hiding the very faint rosy tint that was creeping across her face. "Maybe – _maybe_ – it was a sweet thought," she admitted, "but _nobody_ likes being woken up in the middle of the night…_especially_ not after one of Logan's Danger Room sessions."

Evan chuckled. "Can't argue with you _there_, Hex-Girl."

On the phone, Clark laughed. "_Wanda's complaining about Todd's singing, again?_"

"Yep." Alison agreed. "Hopefully, my new song won't be _that_ bad."

Clark chuckled. "_Taushi, any song from __**your**__ voice sounds great._"

Alison laughed. "_Flatterer!_"

"_Query: when will the Genoshan ambassador be arriving?_" Mark asked.

"He should be arriving at the airport fairly soon, Mark." Bobby answered.

"So, after you cover the Ambassador's arrival, do you have any plans?" Alison asked.

"_Well, I'll still have to do one more patrol to do with Wally and J'onn._" Clark answered. "_And, after that, we had a little surprise for you guys._"

Alison smiled. "Well, just don't forget that we're still expecting some new students today, baby; the Professor said that he'd like all of us to be there!"

"_Oh, I haven't forgotten, taushi; I'll be there, don't worry!_"

By then, the special news report had started, showing the image of an anchorwoman standing outside the UN Building, where a large crowd had gathered. "_This is Leanne Mitchell with Channel Six News, reporting live from the UN Building in New York, where the new UN Ambassador to the newly-formed nation of Genosha is scheduled to arrive within the hour!_"

"Hey, it's starting!" Roberto exclaimed.

"_Ever since its discovery – and rescue by Superman and the Justice League – the previously all-mutant nation of Genosha has undergone a rapid face-lift._" Leanne continued. "_Several weeks after the Sentinel Incident, the country officially opened its borders to non-mutants as well as mutants. Several weeks after __**that**__, the country held its first free elections, before petitioning for recognition by the UN…and now, their Ambassador is set to arrive from the airport within the hour!_"

Smiling, Alison said, "I guess you need to get to work, baby; I'd better let you go."

"_Okay, Ali; I'll talk to you, soon._" Clark answered. "_Hey, maybe after we meet the new students, we could…_" but he paused, his voice growing distant. "_Uh-oh._"

Alison knew _that_ phrase all too well. "What's wrong?" she asked, concerned.

"_No time to explain, taushi._" Clark answered. "_We've got trouble. I'll call back as soon as I can._"

"Okay." Alison replied. "Just be careful, okay, Clarkie?"

"_I will, Ali. Love you._"

"Love you, too." Alison answered softly, before the call ended.

As Alison switched off her cell-phone, Rahne looked concerned. "What's wrong?" she inquired.

"Clark must have heard something." Alison replied.

"Uh, boy." Ray groaned. "So, what's the problem?"

"He didn't say." Alison replied…before her half-Kryptonian hearing started picking up what Clark must have heard; a transmission on an Ultra-High Frequency channel, detailing…

Alison's eyes went wide. "_Oh, no…_"

"What?" Kitty asked. "What's the matter, Ali?"

Her expression worried, Alison quickly told the others what she had picked up. When she had finished, the others looked similarly horrified. Scott's eyes narrowed behind his shades, as he instantly went into 'Fearless-Leader-mode'. "Alison, you're the fastest; you suit up and head to the city, and try and contact Clark and the others. X-Men, suit up and head to the Blackbird. Let's move!" Almost instantly, the X-Men headed out of the living room, to suit up and help their friends.

XXXXXXXX

_New York City, New York_

The afternoon sun was shining over New York City as the limousine carrying the Genoshan Ambassador drove through the city, heading for the United Nations Headquarters, flanked by four escort vehicles. Inside the limo, the Ambassador – Gregory Michaels, a 28-year-old Caucasian mutant with the ability to alter the pigment of his skin – sat, reviewing the numerous important documents that he would need, before nervously smoothing out the wrinkles in his navy business suit.

It had been a bit difficult, petitioning the UN for representation in the General Assembly, but finally, all of their hard work had paid off. With any luck, this would help mutant/human relations around the world…

Suddenly, an explosion rocked the road ahead of them, nearly sending Greg tumbling from his seat, his entire skin turning white with surprise as the limo and the escort-cars screeched to a stop, before he heard the sounds of gunshots…

"Out of the car, mutie!!!"

At that shout, the door was pulled open, and Greg was dragged roughly out of the vehicle by black-clad men armed with automatic and semi-automatic weapons – although one was carrying a grenade-launcher, which had clearly been the explosion he'd heard…

…but all of them were wearing black armbands with the letters 'F.O.H.' written on them in white.

Greg's eyes widened; these were the Friends of Humanity, the notorious anti-mutant, human-supremacist group. Looking around, Greg suppressed a gulp as he saw that the security detail – who'd only been armed with light weapons – had been rounded up by two dozen of the soldiers.

As his comrades dragged Greg out of the car, the lead soldier simply sneered at him…before slamming the butt of his rifle across Greg's face, sending him sprawling, dazed. After hitting the pavement, Greg could vaguely feel them pick him up, and load him into a vehicle…and then…oblivion.

"Mr. Ambassador, sir! Are you alright?"

When Greg came to, he was sitting on the cold concrete floor of an old warehouse, along with the dozen guards that had been assigned to him, their wrists bound, with numerous armed guards around them, all wearing 'F.O.H.' armbands. "Ugh…yes, I'm okay." Greg answered. "Where are we?"

"Not sure, sir." one security guard answered.

Greg's eyes narrowed worriedly. "And it doesn't take a rocket scientist to figure out _why_, does it?" he asked rhetorically.

"Not bad, mutie."

Turning, Greg spotted the lead soldier, flanked by two more. "Take him." he said to his comrades; promptly, the two armed thugs walked over, roughly picking Greg up and dragging him to another part of the warehouse…where a web-camera had been set up.

"So," Greg inquired, "any particular reason why you guys haven't killed me, given your 'policies' on mutants?"

He was answered with a rifle-butt to his side. "Today, mutie, we're going to send a _message_ to your filthy kind, as well as any that side _with_ you." the leader snapped.

As Greg was tossed in front of the web-cam, the leader nodded to the soldier operating it, telling him to start broadcasting; Greg suppressed another gulp – he _knew_ this was going to be bad.

He was _right._

"People of planet Earth," the leader said into the camera, "we are the Friends of Humanity. Our mission is to protect the human race – the decent, hard-working men and women that have made our people great – from the unnatural _filth_ that currently infests our planet. We will not rest until every freak – mutant, alien, or otherwise – is purged from _our_ world."

His eyes narrowed. "However, despite our efforts against the mutant menace, there are those more complacent, less willing to take a stand against this threat; bleeding-heart liberals who have not only _allowed_ these muties to gain a foothold on our planet, but have actually given _recognition_ to this 'freak-state'!"

"Well, we intend to _correct_ that little mistake."

The leader turned, and aimed his revolver at Greg, whose eyes went wide. "Take a good look, muties of the world," he snarled, "because _this_ is _exactly_ what we plan to do to the _rest_ of you! _This_ is what we think of your 'freak-nation'! Your 'Ambassador' _dies_ today; without question, without compromise!"

Turning back to the camera, the leader continued, "As for the fate of the traitors who tried to protect the mutie, that depends on the bleeding-heart species-traitors; in exchange for the safe return of these men, the U.S. government is to release an equal number of our brave fighters – who were rounded up by either the U.S.-backed 'Avengers' or by the 'League' of that God-damned _alien_ – among them Dr. Bolivar Trask, the genius who developed our mighty defenders of humanity, the Sentinels. We will wait one hour; if the traitors do not comply by then…they will have condemned their lackeys to death."

The leader glared into the camera. "_Any_ attempt to circumvent us will mean the immediate execution of _every_ traitor we captured; their lives mean nothing to us – if you side with the enemy, as far as we're concerned, you're the same as _they_ are!" His eyes narrowed hatefully. "Do you _hear_ that, alien?! If you and your 'Justice League' try _anything_, every single one of them will be executed!"

With that, he turned to Greg, drawing his revolver and taking aim. "_For humanity!!_" he declared; as his finger tightened on the trigger, Greg closed his eyes…

…as he faintly heard a sonic-boom in the distance…

XXXXXXXX

_A few minutes earlier..._

The skies over New York City's main sea-port were completely silent, the tranquility broken only by the intermittent _cawing_ of seagulls…

Suddenly, a red-and-blue blur _streaked_ across the sky, shaking the air as it passed by, causing the gulls to squawk in utter surprise, as the blur soared into New York City, heading for the old warehouse district…before it slowed to cruising speed…

…revealing a tall, powerfully built young man of 21, clad in a blue bodysuit, accentuating his muscular arms and legs, as well as his chiselled torso, with tight red shorts, red boots, a yellow belt, and a long, red cape, with the crest of a stylized 'S' – the crest of the Kryptonian House of El – emblazoned in red upon the chest of the suit, within a red-outlined yellow diamond. His sky-blue eyes were narrowed in determination, and his short, black hair was slick against his head, with only a few spiky tufts arcing down across his forehead, blown to the side as he soared across the city, his ultra-sensitive hearing tracking the live web-cast going out over the air-waves, now…

"Boy-Scout calling Javelin-1." Superman said into his earpiece, linked to his belt-buckle communicator. "I've got a fix on our perps; they're broadcasting from a warehouse on the west side."

"_We see them._" came Batman's voice over the air-waves. "_The Javelin's sensors show about two-dozen heat-signatures, with about another dozen under guard._"

"The hostages." Superman agreed, his eyes flashing electric-blue as he used his X-Ray vision, looking far ahead to see _through_ the warehouse walls. "I see them. Anything we need to be careful of?"

"_I've got about ten more in a nearby warehouse._" Batman replied. "_I'm also getting intermittent electromagnetic signals scattered around the holding area; they've littered explosives around the warehouse. They appear to have the same arming frequency…_"

"Meaning that one trigger could detonate them all."

"_Or disarm them._" Batman added. "_This type of signal looks like a remote-detonation rig; those few in the nearby warehouse could be a safeguard, in case something goes wrong. We could access it from the Javelin, but without the right code, we could just as easily set them off._"

Superman smiled wryly. "So, I guess you and J'onn will be having a little chat with those guys."

"_Wonder Woman and Flash are en route, Boy-Scout; if you three and the Pooch attack quickly enough, they'll be too disoriented to call for backup…_"

"…giving you more time to shut off those bombs." Superman finished. "We're on it, Black Knight."

"_Superman,_" came the calm voice of J'onn J'onzz, the Martian Manhunter, "_I've just gotten a telepathic fix on our perpetrators: they have an escape route planned, with several vehicles waiting near the docks, along with several guards._" J'onn paused. "_They also plan to detonate the bombs even if their demands are met…with the other hostages inside._"

Superman's eyes narrowed. "You copy that, Green Lantern?"

"_Loud and clear, Blue-Boy. Hawkgirl, Aquaman and I will block off their escape route._"

"Understood." Superman answered. "Okay, people, lives are at stake! Let's hit them hard and fast!" As he ended the transmission, he slowed his flight…allowing Krypto the Superdog – a sleek, white-furred dog with slightly floppy ears and a fairly bushy tail, with a high-tech collar around his throat, a red, nano-fiber cape extending back from the collar – to catch up with him, flying alongside his master. "You ready, boy?"

"_Arf!_" Krypto barked happily, always eager to help.

"Good to hear!" Superman said, smiling. His eyes narrowed as his eyes got a fix on the lead F.O.H. soldier…just about to shoot the Ambassador…

"Follow me, boy!" Superman instructed, as he accelerated to top speed, moving at Mach Five, soaring towards the warehouse, leaving a sonic boom in his wake…

The lead soldier's finger had just tightened on the trigger…the gun roaring as the bullet left the barrel, streaking towards the Ambassador…

Instantly, Superman burst through the warehouse's roof, darting in front of the Ambassador _just_ before the bullet hit him, causing the bullet to bounce harmlessly off his chest.

As the lead soldier's eyes went wide in surprise, Superman's eyes narrowed, before he fired an invisible eye-ray, superheating the revolver, causing the soldier to howl in pain, dropping the weapon.

Snarling in anger, the two soldiers flanking the leader started to draw their weapons…but their aim was wrecked as Krypto flew in after his master, tackling into one soldier and sending him sprawling, before growling in feral fury as he pounced on the other, biting his arm, forcing him to drop his weapon.

Hearing the commotion, a half-dozen light-armed F.O.H. soldiers emerged from further into the warehouse. Before they could open fire and endanger the Ambassador, Superman put himself between them and the Ambassador, before he deeply inhaled…and unleashed a blast of his gale-force breath, sending all six of them sprawling. Seconds later, another dozen emerged, following their comrades, armed to the teeth, ready to open fire…

Just then, another blur smashed through the roof of the warehouse, before stopping to hover above the assembled soldiers, revealing itself as a fairly tall, elegant-yet-athletically-built young woman, with long ebony hair, and bright blue eyes, clad in an armoured garment that looked like a hybrid of plate armour and a one-piece swimsuit, the upper half coloured bright red, with a golden-metal 'W' crest across her ample chest, with the lower half a dark blue, dotted with white stars, a golden metal strip encircling her waist, joining the two halves. A single-star-design, golden tiara encircled her forehead, with silver metal armlets around her wrists, and simple sandals upon her feet, with a shining golden lasso clipped to her waist.

Her eyes narrowing, Wonder Woman drew her lasso, gave it a quick spin, and threw it, snagging one soldier, before spinning him around and tossing him into the others, sending six of them sprawling. The remaining six took aim at her, and opened fire; with precision timing, Wonder Woman blocked each and every shot with her armlets…

…and then, their guns were suddenly gone, as a crimson streak darted in, zipping among them at inconceivable speed, snatching their weapons away before they could even blink, before coming to a stop…revealing a young man of around 20, of a lean, athletic frame, clad in a full red bodysuit, with a red cowl hiding the upper part of his face, with twin lightning-bolts on the sides of the cowl, and a lightning-bolt crest upon the suit's chest.

The Flash grinned. "Sorry I'm late." he quipped. "There was a fire over in British Columbia, a minute ago; couple firefighters needed evacuating!"

Superman chuckled. "Better late than never."

Touching down, Wonder Woman saw the remaining six starting to recover from the shock of being disarmed. "Our friends here do not seem to have gotten the message."

Superman's eyes narrowed. "Well, then," he said, "let's _explain_ it to them." With that, as the soldiers charged, he inhaled, and released a burst of absolute-zero-degree air from his lungs, aiming not at the soldiers, but at the floor just _ahead_ of them, freezing it solid.

As the soldiers blindly rushed at them, they blundered onto the ice, starting to slip and slide wildly, going from a paramilitary force to a bunch of goofballs in trouble.

With their foes momentarily disabled, the three heroes and canine companion moved in to finish the job. As Superman closed on one soldier, the soldier took a swing at him…and howled in agony as his fist smacked harmlessly against Superman's invulnerable frame, before falling to the ground, moaning in agony. Spotting another F.O.H. goon coming at him, Superman merely _flicked_ him in the chest with his finger…which was more than enough to send him flying, utterly dazed.

Taking advantage of Superman's attack, Flash darted towards the ice at high speed…and stopped running the _instant_ his feet hit the ice, letting his momentum carry him through, as he zipped towards one soldier, before slamming him with a punch…sending him sprawling into the path of the goon that Superman had sent flying, causing them to crash into each other. Reaching the other side, Flash turned and darted back onto the ice, sliding straight for the two soldiers as they were trying to get up, his momentum turning him into a bowling-ball as he tackled into them, knocking them out as he slid to the other side, not a hair out of place.

As one soldier came at her, Wonder Woman blocked his initial swing, countering with a punch of her own, sending him flying into another, knocking them _both_ down. As they started to get up, Wonder Woman drew her lasso and threw it, snagging them _both_, before pulling on the shining rope, yanking the two racist goons off of their feet and whirling them around, before giving her lasso the tiniest flick, causing it to release them, sending them flying to the side, landing hard, out cold, as the lasso-end floated lazily back into Wonder Woman's hand. Turning, she spotted one more soldier coming at her…but the soldier suddenly stopped dead in his tracks, howling in pain, before staggering away…revealing Krypto, holding the bitten-off seat of the soldier's pants in his mouth.

With the F.O.H. forces dispatched, Superman quickly moved to check on the Ambassador, helping him to his feet, easily snapping the plastic cord on his wrists. "Are you alright, Mr. Ambassador?"

"Ugh…yes, yes I'm fine." the Ambassador replied.

Flash whistled. "Well, you Genoshans really know how to throw a party!"

The Ambassador chuckled…before his eyes went wide. "My security detail is still being held nearby..!"

"We'll rescue them, Mr. Ambassador." Wonder Woman assured him. "You needn't worry…"

"_You God-damn freaks…_"

Turning, they all saw the lead soldier stagger to his feet next to the wrecked web-camera, holding his hand, burned from his gun. "We _told_ you to stay away!!" he roared, before taking out a hand-held detonator trigger. "Well, now you'll see _just_ how serious we _are!!!_"

And with that, before anyone could stop him, he thumbed down the trigger…

XXXXXXXX

_A few minutes earlier_ ... 

"I don't like this, man…"

In an abandoned warehouse a few blocks away from where the majority of their squad was holding the mutie ambassador, the ten F.O.H. soldiers on stand-by could do little but wait. "What's to understand, Frank?" the soldier in charge grumbled. "We're just supposed to wait here in case something goes wrong, simple as that."

"Hey, I _get_ that, chief." another soldier said. "It's just that…Sarge specifically _told_ those 'Justice League' freaks to stay away…and with that alien's hearing, that sorta thing's practically an engraved _invitation…_"

"He's right, man; I just got _out_ of prison, after that 'Bat-thing' threw me _in!_" another agreed. "And now we're practically _telling_ those League-freaks where we _are..!_"

The first soldier smirked. "…and if they come, we blow 'em all to _hell._ Isn't that why you guys _joined?_ Do you _want_ to be pushed around by those freaks?" he said. "If we're lucky, we'll take most of 'em down with us; if not, we'll still be sending a message to _all_ freaks – take down the big ones, and the fight goes out of the rest…"

Suddenly, the lights all went out, blanketing the entire warehouse in darkness.

"_What the..?!_" one soldier shouted.

"Everyone, _cool_ it!" the lead soldier snapped. "It's just a power-surge; this warehouse is just old, that's all…"

But he was cut off as an overhead light fell from the ceiling, crashing onto the head of one soldier, knocking him out.

"_Holy..!!_" Frank cried.

The leader scowled. "It was just an _accident_, Frank…"

"No _way_ was that an accident!!" Frank cried. "It's _Him!!_"

The leader sneered. "Who? The alien?"

"_No_…the _Bat!!_" Frank cried. "That lamp was aimed _right at us, chief!!_ The Bat's here, and he's _toyin' with us!!!_"

At that, every other soldier went silent. The leader snarled; he had to squash this _now._ "Alright, that's _enough!_" he snapped. "If there's _anything_ here, we'll take _care_ of it...!"

His bold words turned into a scream of horror as an unseen line pulled tight around his feet, yanking him off the floor and pulling him up towards the shadowed rafters, out of sight. Instantly, the remaining eight soldiers turned their weapons up towards the ceiling, ready for an attack from above.

For several agonizingly long seconds, there was silence…and then, a shadow dropped towards them at terrible speed, landing hard at their feet.

It was their leader.

As the eight now-terrified soldiers pondered this dark omen, it was only out of the corner of their eyes that they saw the demonic shadow drop, landing without so much as a sound…but as they saw him, they all _froze._

He was _tall_, all muscle, like some terrible hybrid of man and bat. His main body was grey, with a black bat-crest upon his chest, and a yellow belt – full of all _sorts_ of nasty gadgets – around his waist. His hands were black, ending in terrible claws, and his boots were black, with a pair of black wings folded around him like a cloak. His head was the most terrifying of all: completely black, with spiky bat-like ears at the top, with the only _trace_ of humanity being the human mouth and chin, jutting out like an _afterthought_…and his _eyes…_his eyes were a narrow, lidless, _soulless_ pair of dead white orbs, glaring at them with nothing but a hunger for _vengeance._

None of the soldiers _dared_ to make a move against this _demon…_for there was no doubt in their minds that he was _exactly_ that; he had come from _hell_…

…and he was going to take them back _with him..!!_

XXXXXXXX

Seeing the F.O.H. soldiers freeze up at the sight of him, Batman narrowed his eyes, serving to terrify them even _further_…before he threw a razor-sharp Batarang with deadly accuracy; the bat-shaped boomerang whirled through the air, striking three soldiers in a perfect arc, causing them to drop their weapons, before whirling back to his hand. Sparing not even a _second_, Batman closed on the nearest soldier, slamming him with a punch to his solar plexus, doubling him over, before following with a knee to his face, dropping him like a sack of potatoes.

Batman then rolled towards another soldier, automatically rising into a fighting stance; to the soldier, frightened and hindered by the darkness, it would have appeared that he had just vanished and reappeared right in front of him. Before the soldier could react, Batman slammed the side of his abdomen with a hammer-fist strike, followed by a low-sweep kick, shattering his knee. The soldier howled in agony, but Batman silenced him with an elbow-strike to the face, followed by a back-fist to his temple, knocking him out.

As the soldier fell, Batman turned, his honed senses having picked up the desperate cry of a third soldier rushing at him, nearly overcome with fright, swinging his rifle-butt at him. Batman easily leaned away from the strike, before blocking the follow-up strike and driving his fist into the man's armpit, striking a nerve cluster and rendering the arm useless. As the soldier dropped his weapon, Batman grabbed him by the collar and, exactly as he'd planned, _threw_ him towards a nearby wall.

As the soldier stumbled towards the wall, a muscular, green-skinned, semi-transparent arm phased itself _through_ the wall to grab the soldier by the collar and yank him into the wall, knocking him out…seconds before a very tall, powerfully built, green-skinned, red-eyed humanoid being clad in blue shorts, blue boots, blue cross-belts and a blue cape walked through the wall, before becoming fully solid.

The Martian Manhunter's red eyes narrowed as another soldier ran at him, not moving an inch, as he simply altered the density of his body, becoming harder than the hardest stone; the soldier's punch connected solidly on his face…before he howled in agony, staggering back. Snarling, the soldier drew his revolver, taking aim; the Manhunter simply gestured at his foe, his eyes glowing bright white…as the revolver's barrel jammed. Before the soldier could recover from the shock, the Manhunter telekinetically grabbed him and pulled forward, where he slammed him with a punch, sending him flying.

Seeing two more soldiers closing on Batman, the Manhunter's eyes glowed white as he extended his hands towards them, clenched his fists, and quickly crossed them; the two thugs were suddenly levitated off their feet…before they slammed into each other, knocking each other out. Turning towards his teammate, Batman fixed him with a mildly annoyed glare, before turning to the last soldier, closing on him; the soldier blindly swung at him, but Batman blocked his punch, whirling his arm into a lock and smashing his elbow, before jabbing his thumb into a nerve cluster to the right of his throat, instantly knocking him out. With the immediate threats neutralized, Batman turned to the one dispatched thug that was regaining consciousness; it was time for a little _chat._

As Frank staggered to his feet, his eyes widened in horror as he saw the Batman stalking towards him…and then, the Batman started to _change_; his hands turned into deadly, dripping _claws_, his eyes starting to glow a malevolent _red_, his mouth growing terrible _fangs…_

'_He __**is**__ a demon!!!_' Frank mentally wailed…not even noticing the white glow of the Manhunter's eyes.

In seconds, the Bat-monster had closed on him, grabbing him by the collar and lifting him off of his feet with unholy strength. "_Please, please, please don't hurt me!!!_" Frank bawled.

The Batman's demonic eyes narrowed. "_You weren't planning on sparing any of your prisoners!_" he snarled, in a ground-glass-on-sandpaper voice, growling like a wind from _hell_. "_Why should I spare YOU?!!_"

Frank's eyes widened in horror; the Batman _knew!!_ "_I'll do whatever you want!!_" Frank cried.

"_Your friends set up bombs around this area, set to go off with __**one**__ command!_" the Bat-monster roared. "_The disarming code has to be sent on a specific frequency; WHAT IS IT?!!_"

Frank gulped. "_I…I can't…_"

"_THEN WHAT USE ARE YOU TO ME?!!_"

"_It's 456 MHz!!_" Frank wailed. "It's just a standard disarming command; any standard transmitter can send it! Send the command on that frequency, and the bombs will go dead! _I SWEAR!!!_"

Snarling, the Bat-monster simply slammed Frank against the ground, knocking him into sweet oblivion…but that was fine with _him_; _anything_ to get away from the Batman.

His interrogation complete, Batman turned to the Manhunter. "You altered his perceptions."

"We needed him to be forthcoming." J'onn replied. "Since he was already terrified of you, I simply amplified his fears."

Batman's expression remained in its neutral semi-glare. "I could have handled those two."

J'onn chuckled. "I know." he said. His expression turned grave. "I will return to the Javelin, and broadcast the disarming signal."

Batman nodded. "I'll meet up with Superman, Wonder Woman, and Flash; follow us as soon as you can." With that, the two of them hurried off.

As he phased himself back through the walls, heading for the Javelin, J'onn's thoughts remained grave; he only hoped Aquaman, Green Lantern, and Hawkgirl were faring as well…

XXXXXXXX

As the six F.O.H. soldiers stood guard around their three minivans at the docks, the mood was a tense one. "Hey, guys?" one called out, glancing towards the water. "I think I saw something, down there…"

Another soldier just sneered. "_Again?_" he mocked. "_Jeez_, man, that's the second or third time, just now! Thought you said you hadn't hit up before we started this operation!"

"I _didn't_, man! Something's _down there!!_"

A third soldier just shrugged. "That's what Mr. Creed gets for lettin' _junkies_ join up." he muttered.

"Alright, can it, all of ya!" a fourth barked. "We've got to be on our toes for when the others give the order to pull out, 'cause as soon as they do, we're gonna light this place up..!"

Suddenly, the dock under their feet started to give way, collapsing into the water and taking one of their vehicles with it. Most of the six managed to scramble clear, but two were dunked into the sea.

"_Dammit!_" one soldier cursed. "Should've known better than to rendezvous here…"

The remaining four waited for their two comrades to surface…but they never did. "Hey, guys?" one called out. "You okay?

Only silence answered that call…seconds before the two soldiers were tossed right _out_ of the water, sent sailing through the air by an unknown force, to land hard, right in front of them. The impact of landing knocked one out, but the other managed to retain consciousness. "_I __**told**__ you something was down there..!_"

At that, _something_ leapt out of the water, landing in a graceful crouch upon the docks, before standing up…revealing itself to be a tall, well-built young man, with green eyes, mid-length sandy-blond hair, and a thin goatee beard, clad in green pants and an orange vest.

Seeing the semi-incredulous expressions of the F.O.H. thugs, Aquaman smirked. "Sorry; pool's _closed._"

Snarling, the soldiers started to draw their weapons as one charged at Aquaman, who blocked his punch, before grabbing him and _tossing_ him into three others, knocking him out and sending the other three sprawling. As the three goons started to get up, they were suddenly levitated into the air by a bright green energy-field, before they were slammed into the second van, knocking them out, as a tall, athletically built African-American man, with dark eyes glowing green, a bald head, and a thin beard framing his mouth, clad in a black bodysuit with shoulders trimmed in green, and the crest of a green lantern upon the chest, suspended in the air by the same green energy-field, emanating from the green ring upon his finger, floated into view.

With those three goons dispatched, Green Lantern turned his attention to the vehicle, before focusing, generating an energy-beam from his power-ring, which cleanly bisected the van, rendering it useless. Turning, he saw the first two goons, the ones Aquaman had dunked, recover and make a beeline for the third van, darting in and gunning the engine. Firing a beam from his ring, Green Lantern managed to blow out one of the van's tires as the van rounded a turn…but it wasn't enough to stop it. "_Hawkgirl! Intercept!_" Lantern called out.

As the last two soldiers drove off, they breathed a sigh of relief…which turned into a gasp of _horror_ as they saw a winged silhouette diving out of the sky towards them, which revealed itself to be a fairly tall young woman of elegant-yet-athletic frame, with fairly long, red hair under a hawk-like helmet, and fierce green eyes, clad in a yellow tank-top, tight green pants, and military-style black boots, brandishing a large, silver-metal mace, crackling with energy…with a pair of large, graceful, white-grey-feathered birds' wings extending from her shoulder-blades.

As she dove at the van, Hawkgirl's eyes narrowed, before she flared her wings, slowing her descent, readying her mace…and with a fearsome war-cry, she smashed the Nth Metal weapon into the vehicle's hood, utterly _demolishing_ the engine, bringing the van to a screeching halt. Touching down with avian grace, Hawkgirl readied herself as the last two thugs poured out of the van, drawing their weapons; flapping her wings, Hawkgirl flew _over_ the two thugs, landing behind them, and unleashing a sweeping strike with her wings, slamming them into the van, knocking them out.

With the last two soldiers dispatched, Hawkgirl let out a relieved sigh, as she twisted the handle of her mace, partially retracting it, causing its crackling energy to dissipate. Seeing her two teammates walk over, Hawkgirl smiled. "All clear."

Green Lantern smiled. "Nice work, everyone."

Aquaman chuckled. "Well, seeing as how we haven't blown up, I'm guessing Bats and J'onn were successful."

Hawkgirl nodded. "We'd better rendezvous with Superman and the others; they might need backup."

"Agreed." Green Lantern said. "Let's move." With that, the three of them hurried off, to rejoin their comrades.

XXXXXXXX

The lead soldier's eyes practically _glowed_ with hate as he thumbed down the detonator-trigger…

…and nothing happened.

Superman couldn't help but chuckle as he saw the utterly _comical_ expression on the soldier's face, as he thumbed down the trigger again, and _again_, but still with no result. "You didn't _really_ think we'd be dumb enough to come in here without a _plan_, did you?"

At that, the lead thug's expression twisted in hateful rage, before he rushed at Superman…who caught his fist effortlessly, giving his wrist the tiniest _flick_, sending the soldier toppling heels-over-head, to land flat on his back, out cold.

"Well, that takes care of _that._" Flash said.

"Not quite." Wonder Woman corrected. "We still have to rescue the Ambassador's security detail."

"Agreed." Superman said. "Mr. Ambassador, you'll have to come with us, but stay back; we'll handle this." With that, he, Wonder Woman, Flash, and Krypto all hurried further into the warehouse, followed by the Ambassador.

Within seconds, they had reached the holding area for the security detail; as they entered, the six soldiers keeping the detail under guard all brought their weapons to bear on them…seconds before the shadowy figure of Batman crashed through a window, landing on his feet and letting a Batarang fly, knocking the weapons out of two soldiers' hands. Before the soldiers could react, the Martian Manhunter phased through a wall, telekinetically yanking the guns away from the other four. Seconds later, another window shattered as Hawkgirl dove through it, landing on her feet, as Green Lantern levitated himself and Aquaman through the window, touching down next to Hawkgirl. The soldiers were surrounded.

"Give yourselves up." Superman ordered. "Your explosives have been neutralized, and your getaway has been cut off; you've got nowhere to go." At that revelation, the soldiers momentarily glowered at them…before their shoulders slumped in resignation.

With the crisis averted, Superman let himself exhale in relief…until his ultra-sensitive hearing picked up something. "_Behind us!!_"

At once, the entire Justice League turned, to see one lone F.O.H. soldier – a _kid_, no older than 16 – holding a knife to the Ambassador's throat, while aiming a mortar-launcher at the rest of them. "_Die_, freaks!!" the kid shouted, tears of pure hate and rage in his eyes. "_DIE!!!_" And with that, he fired.

The instant the kid's finger pulled the trigger, the League all moved at once: Green Lantern raised an energy-barrier to protect both the security detail and the surrendered soldiers from the blast, while simultaneously covering his teammates; the Manhunter tried to telekinetically pull the knife away from the kid, as Flash raced towards him to get the Ambassador clear of him; Hawkgirl and Aquaman, shielded by Green Lantern, raced towards the kid, to tackle him once the Ambassador was clear, while Wonder Woman let her lasso fly to immobilize him; and Batman let a Batarang fly at the grenade, to knock it away, as Superman tried to get a fix on it with his eye-rays…but it was going to be _close..!_

Suddenly, Superman heard another sonic boom echo from outside the warehouse…and smiled to himself, before his eyes got a fix on the grenade, as he took the shot, his eye-rays striking the grenade just milliseconds after Batman's weapon had knocked it far enough to the side.

_**BOOOOOOOOM!!!!**_

The grenade detonated as the eye-ray sliced through its detonator, sending a shockwave barrelling towards the League, which impacted harmlessly against Green Lantern's shield. As the shockwave swept towards the kid and the Ambassador, the youth's eyes widened, as he realized his mistake…

…seconds before a golden-energy barrier solidly encased him and his hostage, both protecting the two of them and immobilizing the Ambassador's assailant.

As the shockwave dissipated, the barrier kept the kid from escaping or trying to hurt the Ambassador long enough for the Manhunter to telekinetically disarm him and Flash to get the Ambassador clear of him. With the hostage safe, Hawkgirl and Aquaman quickly seized the youth, who was still too startled to resist; the kid's eyes momentarily clouded with rage…before he gave up.

Wonder Woman breathed a relieved sigh. "Thank Hera that no-one was hurt."

Superman nodded, smiling up at the shattered window. "We should thank someone _else_, too." he added. "Right, Power Girl?"

At that statement, Power Girl floated in through one of the shattered windows, in her uniform: a silvery bodysuit, with built-in not-too-high-heeled boots, with a thin strip missing from the suit's midsection, partially exposing her perfectly trim midriff, and the stylized 'P'-shaped crest of the House of Lir upon the suit's chest. Her shoulders were left bare, with a collar of the same silvery material around her throat, as a mid-length silver cape extended back from the collar. Upon her hands were long-sleeved silver gloves, with quartz stones embedded in the backs of the gloves.

Power Girl smiled a bit sheepishly. "At first, I wasn't sure if you guys were going to _need_ any help," she admitted, "but then I just saw that guy threaten the Ambassador, and…"

Superman chuckled. "You don't need to explain, Power Girl." he replied. "We certainly appreciate the assist."

Green Lantern nodded. "Looked a bit hairy, for a second there; thought I might have to toss up another barrier to keep those two from getting hurt. Not bad."

By then, the Ambassador's security detail had picked up the weapons that the soldiers had dropped, and were keeping them trained on the F.O.H. thugs, in case they tried anything. "Thank you; _all_ of you." the Ambassador said. "I can safely say that Genosha will be grateful for your actions…"

"Don't thank us just _yet._" Batman interjected, checking the radio built into his cowl. "The Tower's just intercepted another transmission; it sounds like the ones we've captured were supposed to have called in after executing the Ambassador…so another bunch is coming in hot."

Superman's eyes narrowed, as his hearing picked them up. "I can hear them; they're coming in from the west side."

"Great." Aquaman muttered. "And after our little rescue, they're gonna know something's up."

"Can we e-vac the Ambassador and his detail with the Javelin?" Superman asked.

"Not effectively." Batman answered. "The Javelin's a few meters away, and we've got thirty incoming, all heavily armed; they could do a _lot_ of damage to the nearby area by trying to stop us."

Wonder Woman frowned. "Then we must fight."

Flash whistled. "Won't that be fun." he said.

Power Girl smiled knowingly. "I don't suppose you guys would mind a little backup?"

At that, Superman smiled at her…before he took out his belt-communicator. "Boy Scout calling Slim Shady; you guys there?"

"_Slim Shady here, Big Blue; we're about a minute away from you,_" came Cyclops' reply over the radio, "_but it sounds like you guys have things under control…_"

"Don't exchange your tickets just yet, Cyke; there's an _encore_ coming up." Superman said.

"They're coming at us through the west side of this sector; if we intercept them a few blocks from here, in the alleys, they won't be able to use their weapons as effectively." Batman stated.

Superman nodded. "You guys get that, Slim?"

"_Loud and clear, Boy Scout; we'll set the Blackbird to auto-land and meet you there! Cyclops out!_"

After ending the transmission, Superman clipped his communicator back on his belt. "Mr. Ambassador, our ship, the Javelin, is just a few blocks east of here – if we're not back within ten minutes, you and your detail should head to it and get on board. You'll be safe, there." At that, the Ambassador and his detail nodded, before they hurried off. With the Ambassador and his detail safely out of the way, the Justice League, as well as Power Girl and Krypto, hurried off, to intercept the F.O.H. thugs.

XXXXXXX

A few blocks away from the warehouse where the execution of the Genoshan Ambassador was to take place, several black vans pulled up silently, as thirty heavily armed men, all clad in black sneak-suits, silently emerged, before heading towards the warehouse, stealthily making their way through the back-alleys, not making a sound. The team handling the execution was now several minutes late for reporting in; under any other circumstances, that might not have raised any red flags…but when they were facing enemies that could move in faster than the speed of sound, a lot could happen in those few minutes…

"Anything we can help you guys with?"

The squad had just emerged into a more wide-open area when that voice startled them…seconds before Superman touched down in front of them, immediately flanked by Power Girl and the Superdog. "We've already taken care of your pals, a few blocks down." Superman continued. "The Ambassador is safe; sorry, but you guys have wasted your time."

At that, the rest of the Justice League promptly surrounded them: Wonder Woman and Hawkgirl touched down to their left; Batman silently dropped behind them while the Martian Manhunter passed through a wall next to them; and Flash zipped in to their right, stopping next to Green Lantern, as he levitated himself and Aquaman down from the rooftop.

"You guys should surrender, now." Flash quipped.

"Indeed." Wonder Woman added, her eyes narrowing. "Unlike you thugs, we prefer _not_ to waste time."

The soldiers slowly backed up, remaining calm…before drawing their weapons, ready for a fight.

Power Girl sighed. "They never listen."

"Nope." Superman agreed. "Good thing we brought backup."

As one soldier took aim at the Kryptonian, a bright red beam of sheer force lanced in from above, blasting his automatic clear out of his hands. The soldiers all looked upwards…and found the X-Men, in their black uniforms – with the exception of Phoenix, who wore a green bodysuit, with gold-coloured gloves and shin-high boots, a golden sash around her waist, and the crest of a golden firebird upon her chest, as well as Scarlet Witch, who also wore a uniform of her own design: a dark blue bodysuit, with red boots equipped with shin-guards, red fingerless gloves, and red shoulder-pads, all under her scarlet trenchcoat – all staring down at them.

Cyclops smiled wryly, his hand near his visor, ready for a fast shot. "You guys _sure_ you don't want to surrender?"

The soldiers quickly recovered from the surprise, bringing their automatics to bear on the X-Men and opening fire…only to have their bullets impact harmlessly against a barrier of psychic fire. Cyclops countered with another optic-blast, which was supplemented by a burst of gale-force breath from Superman; the combined attacks sent half the attack-force sprawling, giving Phoenix the opening she needed to levitate herself and the X-Men down from the rooftops.

As the X-Men touched down, the soldiers quickly recovered, not willing to go down without a fight. As two soldiers charged at her, Shadowcat simply grabbed them by their arms and phased them into the ground up to their necks, phasing herself out as Avalanche sent them flying into the air with a precisely-aimed tremor, where Green Lantern caught them with a force-field and slammed them into the ground, knocking them out.

Scarlet Witch remained calm as three soldiers closed on her, before she smiled slyly, snapping her fingers; instantly, a blue-black hex-field engulfed their weapons…before their ammo-clips suddenly fell out, as their weapons spontaneously backfired. The three thugs shouted and cursed in pain…not noticing the winged warrior that had landed behind them. Hawkgirl's fearsome war-cries filled the ears of the three as she sent one flying with a swing of her mace, before driving the handle of the weapon into the abdomen of the second, doubling him over as she kneed him in the face. As the third tried to back away, Hawkgirl simply slammed him with her wings, sending him sprawling and knocking him out.

Forming a bone-staff, Spyke held six soldiers at bay, slamming one in the temple, before striking the knee of a second, ducking under the slice of one that had drawn a knife, parrying it and knocking the blade away. "Yo, Speed-Demon! Think fast!" Spyke called out, tossing his spike-staff towards Flash.

Flash laughed. "My _specialty!_" he quipped, catching the weapon, before running at high speed towards Spyke's opponents; with a precisely-timed leap, Spyke flipped directly over Flash, landing behind him as he ran, letting the speedster clothesline his foes with the staff, sending three of them sailing into the air…

_Bamf!_

Emerging from a cloud of brimstone in mid-air, Nightcrawler booted one airborne thug, knocking him out, before 'porting away in another sulphurous cloud, striking a second with an aerial haymaker and 'porting away to grab the third and toss him into a nearby dumpster, before landing perfectly on his feet. "_Zat's_ how ve took out zhe trash in zhe Munich Circus!" Nightcrawler declared, grinning.

As one thug swung at her, Rogue blocked the punch and twisted the goon's arm, before driving her fist into his shoulder, dislocating it, following with a knee-kick to his solar plexus, knocking him out. As the goon fell, another grabbed her from behind; managing to get her gloves off, Rogue reached for the thug, trying to drain him, but his suit didn't leave any skin exposed…

Looking ahead of her, Rogue managed to lean to the side…just enough so that the thug that Aquaman had just tossed crashed into her assailant, sending them both sprawling. "Need any help, Stripes?" Aquaman quipped.

Rogue half-frowned. "A little boost would be nahce." she replied. Nodding, Aquaman simply raised his hand, and high-fived her bare hand, allowing her to momentarily duplicate his powers. Smiling to herself from the boost in strength, Rogue saw her assailant recovering and charging at her, before she sent him flying with one punch. "Not bad, Yer Royal Hahness!"

Aquaman grinned. "Not too shabby, yourself."

Blocking the punch that his opponent had thrown, Batman twisted the soldier's wrist, before striking a nerve cluster in the thug's abdomen; the soldier's torso instantly went numb as he sagged towards the ground…where his face met the Dark Knight's knee, seconds before Batman's elbow drove itself into his back, knocking him out. Batman momentarily paused…before his fist snapped back, slamming into the face of the thug that had been trying to sneak up on him.

Turning, Batman readied a Batarang to take out the third thug that was closing on him…but a golden lasso snagged the soldier's weapon, yanking it out of his hands as Wonder Woman flew at him, sending him flying with a haymaker. As Wonder Woman paused, she gave him a knowing smile, to which Batman answered with an arched eyebrow…before he let his Batarang fly, disarming the soldier that had gotten behind her. In the nano-second before the Batarang returned to his hand, Batman formulated his next move; catching the Batarang, he instantly let it fly again…where it whirred _past_ the soldier.

The thug smirked. "You _missed._"

Batman's eyes narrowed. "I don't miss." he growled.

"Neither do Gambit."

At that, the Batarang whirled from _behind_ the soldier, burying itself at his feet…except _now_ it possessed a faint _glow._ Seconds later, the Batarang exploded in a fairly impressive blast, knocking the soldier off his feet…and into striking distance of Gambit, who'd been waiting behind him; automatically, Gambit slammed the thug with his bo-staff, knocking him out. Retracting his staff, Gambit looked to Batman, who simply gave an imperceptible nod.

Raising a TK-barrier, Phoenix easily repelled the barrage of bullets that one thug fired at her, before sending a psychic fire-pulse at him, superheating his automatic and forcing him to drop it…seconds before the Martian Manhunter, his expression strained, rose up out of the ground behind him. Phoenix felt a twinge of guilt, as she remembered their Martian comrade's aversion to fire, but it was pushed aside as J'onn gestured to the thug, his eyes glowing white; the soldier suddenly began to scream, clutching his head, before the Manhunter simply gestured, sending him flying with a TK-pulse.

'_**Jean, to your left!**_' a voice cried from her subconscious; instantly, Phoenix turned to the two goons that had been closing on her, gesturing and causing their weapons to jam. The Manhunter followed up her attack by levitating the two into the air and slamming them into the ground, knocking them out.

Jean smiled. '_Thanks, J'onn._'

The Manhunter smiled back. '_My pleasure._'

Jean then turned her smile inwards, towards her subconscious namesake. '_You, too, Phoenix._'

Her alter lightly chuckled. '_**Any time, Jeannie.**_'

As he sent three goons flying with a blast of gale-breath, Superman turned towards two more as they fired at him, their bullets bouncing harmlessly off his chest. Nodding to Power Girl, they both darted towards the soldiers at super-speed, easily sending them flying with a single punch each. As three more came at them, Superman's eyes narrowed. "Cyclops! Triple-team!" Superman shouted; Cyclops instantly understood, firing his optic-blasts as Superman and Power Girl fired their eye-rays with pin-point accuracy, blasting their weapons out of their hands. With the soldiers disarmed, Superman simply looked to Cyclops, who nodded; as Cyclops opened his visor a little _wider_, Superman unleashed a wide-field, lower-powered heat-ray – both beams combined to send the goons flying, to land hard, slightly singed.

As the last two soldiers backed up, Superman smiled knowingly. "Krypto?"

A feral growl came from behind the soldiers, who slowly turned…to see Krypto behind them, baring his fangs, growling menacingly.

Power Girl chuckled. "I'd surrender, if I were you!"

The soldiers made the smart choice; they threw down their arms.

Once all the soldiers were incapacitated, Flash let out a relieved sigh. "_Please_ tell me that's the last of 'em."

Superman nodded. "I'm not hearing any more transmissions on UHF."

"_Good._" Avalanche muttered.

"We'd better round these guys up." Green Lantern said.

"I've sent a silent police-alarm to the NYPD; they'll be here in a few minutes." Batman stated.

"Then we'd best get our 'friends' here ready for their trip." Superman said. With that, the League and the X-Men began to round up the F.O.H. thugs, before the police arrived.

XXXXXXXX

Between the League and the X-Men, it hadn't taken very long to deposit the mostly semi-conscious F.O.H. goons outside the warehouse. Shortly after they had rounded them all up, the police arrived; since most of the thugs were out cold, handing them over to the authorities had been simple, although a few – like the kid that had threatened the Ambassador – had protested quite loudly. Once the thugs were all in custody and the Ambassador and his detail safely on their way to the UN, the Justice League and the X-Men promptly withdrew, before any news crews could arrive.

With the crisis ended, both teams regrouped near the south-side dock, where the Blackbird's auto-landing system had set the stealth jet down…next to the dark aqua-coloured, sleek, high-tech aircraft, with a single pair of wings equipped with hover-jet-like fans, making it capable of – among other things – hovering in mid-air, a feat that not even the Blackbird was capable of.

As they all walked onto the dock, Spyke couldn't help but whistle as he saw the Javelin. "Nice ride." he said. "When did you guys get _that?_"

"A couple weeks back." Aquaman said. "It's been on the drawing board for a while; Bats came up with the idea."

Turning to Cyclops, Superman smiled. "Thanks for the assist, guys."

Cyclops smiled back. "Just doing our part."

Next to him, Phoenix nodded. "What are friends for?" Her expression turned guilty as she looked to J'onn. "Sorry about earlier, though."

"It's quite alright, Jean." J'onn answered. "I was not seriously affected."

Flash grinned. "Yeah, you guys sure helped…though we should've _known_ at least _one_ of you would show up." he quipped. "After all this time, Ali _still_ follows Smallville around."

Power Girl half-frowned, before she stuck her tongue out at Flash. "Get bent, West." she sassed back.

Walking next to Rogue, Gambit turned a worried expression towards her. "Y' okay, _chere?_"

"Ah'm fahne, Cajun." Rogue answered. "Thirsty as _hell_, but fahne."

Aquaman chuckled sheepishly. 'Yeah, I'd been out of water for a while. My bad."

Wonder Woman frowned worriedly to herself. "But the sheer _hatred_ of those villains…merciful _Hera…_"

"_Ja._" Nightcrawler agreed sadly.

"Especially that kid." Hawkgirl added.

Superman expression turned grim as he recalled that kid – that _16-year-old kid_ – being led away…

_As the police escorted the last few F.O.H. thugs away, Superman saw that the last one was none other than the youth who'd threatened the Ambassador. As his gaze intersected Superman's, the youth's eyes narrowed. 'This isn't going to stop us, alien freak!!" he shouted. "We're not going to stop until every single MONSTER like you is DEAD!! No matter how many of us you freaks manage to take down, MORE will rise up!!"_

_His eyes welled with baleful tears as he finished his tirade. "You cut one of us down, and __**two**__ more will..!!"_

_"Alright, that's __**enough**__!!" the officer in charge, an older policeman and veteran of the force, barked, silencing the kid. "Boys, get this punk out of here." With that, two policemen led the kid, still glaring balefully at Superman, into the police van…_

"_God…_" Shadowcat murmured. "He could have gone to _our_ school…"

Green Lantern shook his head. "Hitler Youth, all over again."

"It's the same old story." Aquaman said grimly. "Kid falls in with a bad crowd; crowd finds a scapegoat for all his problems; feeds the kid a 24-hour diet of propaganda, and presto: they've got themselves a brand-new convert."

Phoenix nodded sadly. "You'd think that, as a people, we'd know better, by now…"

Batman's eyes narrowed. "Did anyone notice the difference between the first group we took out and the ones we fought just then?"

Scarlet Witch arched an eyebrow. "Difference?"

"Yeah, now that you mention it." Flash said. "That first batch was made up of your regular, run-of-the-mill, racist-crap-spouting F.O.H. goons."

Green Lantern nodded. "But those other guys were _professionals_; quiet, cool-headed…Marine-quality."

"_Exactly._" Batman said. "And ever since Trask was captured, the F.O.H. have been severely short of funding…"

"…so they wouldn't have been able to afford that kind of backup." Superman finished.

Power Girl's eyes widened. "Could the F.O.H. have found a new backer?"

"Possibly."

"_Great._" Spyke muttered.

"We're going to have to be careful." Cyclops said.

Superman nodded. "For now, we should do a sweep of New York."

"Agreed." Hawkgirl concurred. "The F.O.H. may still be in the area."

"We should be able to monitor the city from the Watchtower." J'onn stated. "If they send another transmission, we should be able to catch it."

Nightcrawler smiled. "So, your HQ is up-and-running?"

Superman chuckled. "You'll see." he said.

"So, who's on patrol?" Flash inquired.

Superman sighed. "I'd volunteer, but I need to cover the Ambassador's arrival at the UN; I miss that story, and it's my butt in the barrel…"

Power Girl smiled. "Krypto and I could cover for you." she offered. "We should be able to handle it." At that, Krypto barked in agreement.

Superman smiled. "Thanks, _taushi._"

"We should head back to the Institute." Cyclops said. "The Professor wanted us all to be there to greet our new students."

Avalanche chuckled. "Think you and your pals can make it, Big Blue?"

Superman smiled knowingly. "We'll manage." he replied. With that, the X-Men headed into the Blackbird, while the Justice League returned to the Javelin, minus Superman, Power Girl, and Krypto. As both vehicles took to the air, flying off in different directions, Superman and Power Girl spared each other one loving glance, before the two of them and their canine companion took to the air, flying further into New York City.

XXXXXXXX

_Daily Bugle, New York City_

The main office of the Daily Bugle newspaper was abuzz with activity, as it always was, but after the reports of the attempt on the Genoshan Ambassador's life – and subsequent rescue by the Justice League and the X-Men – the hustle in the room was _doubled._

"Dammit, where the hell is Kent?!" J. Jonah Jameson barked, his thin moustache twitching as he strode out of his office. "He should have been back here an hour ago! _PARKER!!_"

Sighing, 17-year-old Peter Parker looked up from his work-space. "Yes, Mr. Jameson?"

"Have you heard back from Kent? The Ambassador arrived at the UN an hour ago, so where the hell _is_ he?!"

Peter shrugged. "Sorry, sir, but I haven't heard from him." he replied. "He's probably just putting his article together…"

Jonah scowled. "If we don't get that article soon, Parker, the Channel Six News will get the drop on us with _their_ exclusive! If Kent doesn't get here with that article in ten _seconds..!_"

"Mr. Jameson!" came a slightly nervous shout as Clark Kent, in his usual work clothes, hurried into the main office. "I've got the article, sir!" Clark exclaimed. "I've got it right here – _whoop!!_"

Clark's exclamation was cut off as he tripped over a garbage can, falling flat on his face. As Clark picked himself up, Peter chuckled at his friend's goof-up…as well as the fact that it was _staged._

Jonah frowned. "It's about _time_, Kent." he said. "Like I said, it had better be _good..!_"

"It is, sir." Clark babbled, taking several sheets of paper out of his knapsack. "I managed to get a statement from the Ambassador, plus I stuck around for the outcome of the UN Assembly; that's what took me so long, sir."

Jonah simply frowned as he took the article, before briefly reading it over…and slowly nodding. "Kent, between your tardiness and articles like this, I don't know whether to fire you or _promote_ you."

Clark grinned sheepishly. "Just letting me keep my job is enough for me, sir."

"Good." Jonah said. "Just be on time, next time…and, for Pete's sake, watch where you're going; you're going to hurt yourself." With that, he turned and headed further into the office. "Okay, people, let's get a move on! We've got an article to run!"

Walking towards his pal, Peter grinned. "Tough day?"

Clark chuckled. "You could say that."

Peter chuckled, lowering his voice. "Yeah, that's usually the case, in our line of work." he said. "So, how's that little clubhouse you guys were building?"

Clark smiled. "It's just about done."

Peter nodded. "You know, MJ's been wondering if you and Ali wanted to double-date with her and I."

Clark frowned worriedly. "Pete, you didn't tell her about me, did you..?"

"Nah; I told you before, Clark – I wouldn't tell a _soul_…no matter _how_ much she tries to drag it out of me."

"Good." Clark replied, his expression lightening. "I'll mention it to her; Ali will probably have to go incognito – if Alison Blaire was ever seen with a dork like Clark Kent, people might start asking questions."

Peter chuckled. "Yeah, _plus_ the fact that MJ's Alison's biggest fan; if you two _do_ decide to tag along with us, you _might_ want to bring ear-plugs, big guy."

Clark lightly laughed. "Good to know, Pete." he replied. "Well, we'd better get back to work, before Mr. Jameson's good mood wears off." With that, the two of them headed to their respective desks. As Clark got started on his daily paperwork, his thoughts couldn't help but drift to Alison; he hoped she was okay with doing her patrol…

XXXXXXXX

_New York City_

It was mid-afternoon by the time Power Girl and Krypto finished their sweep of the city. After doing one last once-over of the west side, Power Girl stopped in mid-air, before switching on her communicator, and radioed in. "Nightingale calling Eye in the Sky; everything looks clear, down here. Do you guys see anything, up there?"

"_Speed-Demon here, Ali._" came Flash's voice over the radio. "_We're not getting anything from up here, either. You and the Pooch can head on back._"

"Copy that, Speed-Demon. Krypto and I are heading home. Nightingale out." Power Girl said, before ending the transmission. Turning to Krypto, Power Girl smiled. "Let's go home, okay, boy? The others are probably waiting for us." At that, Krypto barked in agreement, before the two of them flew off, heading towards the Institute.

As she flew, Power Girl allowed her thoughts to drift; the past few months had really been hectic – between rebuilding the Institute, dealing with the fact that their existence was no longer a secret and helping to resolve mutant-related crises, their lives had been turned upside-down. Still, she supposed that it could have been worse; thanks to their efforts and those of the Justice League, people were actually starting to look upon mutants with understanding…though they were still a ways off from being _completely_ accepted.

Thoughts of her Clarkie's new team brought a smile to Power Girl's face. After they had formed their team, the League had been doing exactly what it had promised to do: try to make the world better for _everyone_, boldly flying in the face of a world still suspicious of super-humans. In spite of the odds against them, they had persevered.

Alison couldn't have _been_ more proud of Clark. Not for the first time, she was _glad_ to have agreed to fewer CD recordings and concerts in her new contract; it was worth it to help Superman and the League, from time to time. Still, once school started, tomorrow, she and the others wouldn't be able to help as much…

Power Girl sighed to herself as she thought of what going back to Bayville High would mean; that had been an issue of worry for most of her friends. It was still unknown whether or not they would be _allowed_ to return to school, let alone what their reception would be; Professor Xavier had been conferring with the Bayville School Board over the past few weeks, arguing their case…but the decision had yet to be made.

Even so, many of the younger students were _afraid_ to go back to school, not that Alison could blame them; ever since she'd returned to her music career, though her fans were still supportive of her, she'd lately been receiving a growing amount of hate-mail…specifically, mutant-related hate-mail. Although having detractors was practically _part_ of the music business, this sudden upsurge had thrown her, at first. It was entirely possible that, if they went back to school, their reception would be a hundred times _worse._

Suddenly, her hearing caught a faint sound, stirring Power Girl out of her thoughts; it was very faint…but it was unmistakable.

It was the sound of someone crying.

Her eyes narrowed worriedly, Power Girl motioned for Krypto to follow her, before flying down towards the sound. Following the sniffling to the roof of a skyscraper, Power Girl touched down, looking around…and found no-one there. "Hello?" Power Girl called out, as Krypto landed next to her. "Is anyone here?"

There was no answer.

"Weird." Power Girl said to herself. "I was _sure_ I'd heard…" but she stopped as Krypto let out a soft growl; _he_ wasn't convinced, yet. Putting his nose to the concrete, he began to walk around the rooftop, sniffing as he went. After about a minute, Krypto perked up, as if he'd gotten a scent, before walking towards a nearby corner…and started to softly growl. Power Girl's eyes narrowed warily…before they flashed electric-blue, her vision instantly turning to numerous hues of blue, silver and black, as she now saw the X-Ray end of the light-spectrum.

There, huddled fearfully as Krypto cornered her, was a young girl of about 15, somehow rendered invisible. "It's okay." Power Girl said softly. "We're not going to hurt you."

Slowly, the girl became visible, and Power Girl deactivated her X-Ray vision…and her eyes widened as she saw the shape the girl was in: she was a fair bit shorter than she was, and terribly thin, her pale skin smudged with dirt, her long, dark hair tangled and knotted, her dark eyes red from crying. She wore a ratty light-blue long-sleeved sweater…which looked more like a dingy grey colour from dirt, as well as a mid-length, tattered blue skirt, with worn-out sneakers on her feet.

"I'm…I'm sorry…" the girl whimpered, her eyes tearing up. "I…I didn't mean to hide…I just…" she sniffled, "…I just didn't think that…that someone like you would…_would want to talk to a little nothing like me!!_"

At that, the girl burst into tears, utterly heartbroken sobs racking her too-thin frame.

Alison felt _horrible_. "Oh, sweetie, don't cry!" she exclaimed, taking the girl's hands in her own. "I'm so sorry I didn't see you; you were just…"

"…invisible. I know." the girl whimpered. She sniffled miserably. "I know I'm a mutant…and so does my foster mom…" She sniffed again. "That's…that's why she kicked me out…a month ago…"

Alison's eyes widened in horror. "Oh my God…" she murmured.

The girl sniffled again. "I…I tried to hide it, I really did…" she whimpered. "I managed to keep my foster mom from finding out…but…but a month ago…I just got scared, and…and she saw me vanish…" Her eyes started to tear up, again. "She…she said that she wasn't going to put up with any freak, so…so out I went!"

Power Girl was nearly close to tears, herself, as Krypto let out a soft whine. "What…what's your name?" she asked softly.

The girl looked surprised, as if she'd never expected to be asked that. "T-Tina." she whimpered. "Tina Wilkinson."

Power Girl smiled weakly. "It's nice to meet you, Tina." she answered. "I'm…"

"I…I know who you are, Alison." Tina whimpered. "I…when I was still at my foster mom's, I watched your videos and concerts whenever I could." She managed to lightly smile. "Even though my foster mom _hated_ it when I did, I still watched you."

Power Girl's smile grew. "I'm glad you did." she replied. Chuckling, she gestured to Krypto. "And this nosy fellow is Krypto."

Tina's eyes widened. "Is…is he..?"

"…Superman's dog?" Power Girl asked. "Yep."

Tina managed a weak smile. "H-Hi, Krypto." she stammered, holding out her hand. Krypto simply sniffed her hand, before circling her, giving her a once-over with his nose, stopping to rest in front of her hand…before he started to lick her fingers.

Power Girl chuckled. "As you can tell, he's a good judge of character." Her expression turned worried. "But Tina, what were you doing up here?"

Tina flinched. "I…I was…"

"It's okay, Tina; you can tell me."

Tina looked ready to cry again. "I'm…I'm all alone, Alison." she whimpered. "I…I never had any friends, and I don't have anywhere to go…so…" she sniffled again, "…so I just snuck up here…so that I could just jump off and get it _over_ with…"

Alison was _horrified._ "Tina…"

"Nobody's going to miss me." Tina whimpered, her eyes starting to water. "Nobody's going to care if I just..!"

"_I_ care, Tina." Power Girl said firmly.

"_Why?!_" Tina wailed miserably. "You're _Alison Blaire!_ You're the Number One singer in the country! You're a _superhero!_ You're friends with _Superman!!_ Why would someone like you _ever_ care about a little _nothing_ like _me..!_"

"_Don't_ say that." Alison said firmly, her own eyes starting to water. Moving closer to Tina, she hugged the crying girl. "Don't you _ever_ say that about yourself, ever _again_." she repeated. "There is _nothing_ wrong with you, Tina; your invisibility is a _gift_, and if your foster mother can't see that…then it's _her_ loss. _She's_ the one with the problem, _not you._" She hugged Tina a bit tighter. "Don't _ever_ think that about yourself. _Ever._"

At the sudden wave of concern from someone she idolized, Tina simply broke down into heartbroken wails, and Power Girl simply let the poor, mistreated girl cry into her shoulder. After Tina's wails had subsided, Power Girl released her from her hug. "You said that you didn't have anywhere to go." Alison said. "Why don't you come back to the Xavier Institute with me?"

Tina froze. "R-Really?" she stammered.

Power Girl nodded. "The Institute is a safe haven for mutants, Tina; it's where we learn to better control our powers." She smiled. "If you don't want to join, at _least_ stay and rest your head for a day; you likely _need_ it." Smiling, Power Girl turned around. "Hop on."

Tina smiled weakly, before she hopped onto Power Girl's back piggyback-style; once her passenger was secure, Power Girl took to the sky, flying towards the Institute at a safe speed, followed by Krypto. As she flew, Power Girl concentrated hard, sending up the telepathic equivalent of a flare.

In seconds, her mental beacon was answered. '_What is it, Alison?_'

'_Professor, you'd better tell Hank to have a cot in the infirmary ready._' Power Girl replied. '_We're going to need it._' With that, she began to tell the Professor about her new friend as she flew.

XXXXXXXX

_Xavier Institute_

In the lower levels of the Institute, just outside the infirmary, Scott and Jean, back in their street-clothes, waited outside, worried expressions on their faces; after Alison had brought in that girl – Tina – Hank had taken one look at the poor girl and rushed her to the infirmary. Scott couldn't blame him; she was in hard shape.

Currently, the Professor and Alison were in the infirmary with Hank as he did a full examination on Tina. After a few minutes, Alison, in her regular clothes, having changed after getting Tina to the infirmary, walked out. "How is she?" Scott asked.

Alison looked stricken. "Hank will know in a few minutes." she answered.

"_God,_" Jean murmured, "foster parent or not, how could anyone _do_ that?"

Scott frowned sadly. "The foster-child system is _royally_ messed-up, Jean." he murmured, recalling his years in an orphanage before being found by the Professor. "_Trust_ me on that one."

A minute later, the Professor and Hank emerged from the infirmary. "Is she okay?" Alison asked.

"As much as she _can_ be." Hank said grimly. "My examination showed that Tina is severely malnourished, which is all-too-often the case with homeless people."

Jean looked stricken. "Will she be alright?"

"Physically, she should recover quickly." Professor Xavier said, his expression grim. "Psychologically, however…that is a _different_ story."

Scott had a bad feeling about that. "What do you mean?"

"Based on what she told us, and on my examination," Hank said sadly, "Tina has been the victim of abuse, both physical and verbal. Her bruises may heal swiftly, but her psyche is very fragile..."

Alison felt her heart clench at that. The very second that Tina had opened up to her, Alison had seen a younger, post-Aunt-Embeth version of herself…except Tina's plight was far _worse_, and she'd had _no-one_ to talk to…

"What can we do?" Alison asked.

"For the moment, all we can do is give Tina a shower, some fresh clothes, and a hot meal." Professor Xavier said. "Given her state, it would be best not to pressure her; however, if she does choose to remain at the Institute, Alison, I believe that it will be up to you to help her adjust."

Hank nodded. "She trusts you, Alison." he agreed. "Your helping her should encourage her to open up, so that we may further help her deal with her trauma."

Alison nodded. "I'd be glad to."

The Professor smiled at that. "We'll just let Tina get a shower, and then get her a decent meal; in the meantime, why don't you go greet our new students? They should be here, by now."

"We will, Professor." Scott replied. With that, the three of them headed to the elevator, taking it up to the main floor.

"So, how many new students are we expecting, again?" Alison inquired.

"Five." Jean answered. "Two of them are Warren and Alex."

Scott smiled at that. "Mr. and Mrs. Masters figured that, after what happened with the Sentinels, it would be good for Alex to learn to better control his powers."

Jean smiled, as well. "And where better for him to learn than the school that his big brother attends?"

Alison chuckled. "And Warren, he's that 'Angel' guy we helped last Christmas, right?"

"Right." Scott confirmed. "We're also expecting Sam's little sister, as well as your friend, Lila."

Alison smiled at that; after being outed as a mutant, she'd expected her friend Lila to ditch her…but Lila had confided that she, too, was a mutant: a teleporter. "And the fifth?"

"His name is Ron Williams." Jean said. "He's our age, and he used to go to school in New Jersey; he was a champion swimmer, before his X-Gene kicked in. His mutation is a bit more…_obvious_ than most; his schoolmates were a bit less than understanding."

Alison frowned sadly at that. "Poor guy."

By then, the elevator had reached the main floor, and the three of them walked out. Coming into the main hall, they saw that the rest of the X-Men, the New Mutants, and Logan, Ororo and Mystique were there, along with the five new arrivals. The first one Scott saw was Alex, a 17-year-old young man, a few inches shorter than him, and of athletic frame, with mid-length blond hair, green eyes, and a tanned complexion, clad in blue jeans and a Hawaiian t-shirt. Alex's powers were similar to Scott's: he could fire high-powered force-pulses from his hands.

Warren Worthington III was also easy to identify: the 21-year-old Worthington heir was tall, and well-built, with short, light blond hair, and dark green eyes, clad in brown slacks and a fine grey sweater…specially tailored to accommodate the large pair of white-feathered, angelic-looking wings growing from his shoulder-blades.

Looking around, Scott then spotted Sam's younger sister, Paige Guthrie, standing next to her older brother, looking a bit nervous. The younger Guthrie was of average height for a 12-year-old, with long, reddish-blond hair, bright blue eyes, and light skin, clad in a white t-shirt, and a light pink skirt. From what the Professor had told them after picking up her X-Gene's activation on Cerebro, Paige had the unique ability to shed the outermost layer of her skin to expose an underlying epidermal layer of varying density, up to being as hard as _diamond._

Turning, Scott easily recognized Ron Williams; as he'd implied, Ron was fairly hard to miss. Ron, 18, was tall, and well-built, clad in blue jeans and a white t-shirt…but what set him apart was the fact that he was covered in green scales from head to toe, with gill-slits on both sides of his neck, bright, yellow-green eyes, and short, red hair. Ironically, Ron's mutation only gave him an _edge_ in his old sport: with his gills, he was completely amphibious, and his speed, strength, and senses were all considerably higher than a normal human's, only solidifying his advantage in the water. Ron's scales were also incredibly durable, comparable in strength to Kevlar, and capable of stopping bullets.

Spotting his brother, Alex smiled. "Hey, Scott!" he called out, running over.

Scott grinned. "So, you finally decided to sign up, Alex?" he quipped, giving his baby brother a quick hug. "_Took_ you long enough!"

Alex laughed. "Hey, after seeing you guys on TV, Mom and Dad realized that _maybe_ I ought to learn how to control these blasts!" he joked. "I just hope I don't miss any waves, in the meantime!"

Spotting Scott and Jean, Warren smiled, and walked over to them. "Nice to see you guys again." he greeted.

"You, too, Warren." Jean replied. "We're glad you decided to join!"

Warren's smile became a bit forced. "Actually, the decision wasn't completely mine." he admitted. "My parents were never particularly…happy about my 'frequent-flyer status,' and when mutants went public, my mother practically had a panic-attack every time she saw me flying. Eventually, my father decided to pass the buck to Professor Xavier, despite the fact that I've been helping to run Worthington Enterprises for the past few years quite effectively."

Alex winced. "_Ouch._ Sorry to hear that, dude."

Warren shrugged, before he chuckled. "My father actually offered the Professor quite a tidy sum to 'take me off their hands,' but the Professor said that the choice was _mine._" He smiled. "Naturally, I accepted, provided that my father allowed me to retain a position as an executive consultant."

Alison chuckled. "And your dad agreed?"

"What could he do? He couldn't _fire_ me; not and risk a corporate scandal, anyway."

Standing next to her brother, Paige suppressed a nervous gulp. "Sam, Ah…Ah don't know about this…"

Sam chuckled, placing a comforting hand on his sibling's shoulder. "You'll be _fahne_, Paige; don't worry." he assured her.

Paige looked stricken. "But…but what if Ah don't fit in?"

"_Greetings, Sam._"

Sam smiled as Mark walked over, causing his sister's eyes to widen in amazement. "Hey, Mark." Sam replied. "This is my little sister, Paige; Paige, this is Mark."

Mark smiled pleasantly. "_Greetings, Paige Guthrie._"

Paige was momentarily speechless. "You're…you're a _machine??_"

"_I am a nano-construct consisting of numerous microscopic repair-class nanobots of Kryptonian design; my initial designation was Brainiac Emulator unit Mark V._" Mark answered. "_Following my landing on Earth's moon, and after encountering Kal-El and the X-Men, I disregarded my initial directives, and repurposed myself as a student of the Institute, giving myself the designation you now know._"

Sam grinned. "Paige, not only have we got twenty-plus mutants living under _one_ roof, we've got a robot trying to become human, a man from another _galaxy, _plus _another_ alien as an instructor! You'll fit right in, around here!"

At that, Paige lightly smiled, before looking puzzled. "But…who's this 'Kal-El'??"

Sam chuckled. "You'll see, Paige. You'll see."

Noticing that Ron had been keeping back from the others, Kurt walked over to him, smiling pleasantly. "It's Ron, right?"

Turning to him, Ron arched an eyebrow. "Yeah."

"Kurt Wagner." Kurt greeted, extending his hand. Ron looked at his hand for a second…before half-smiling, and shaking it. "So, vat do you zhink of zhe Institute, so far?"

Ron looked around. "Well, since nobody's run screaming at the sight of me, I'd say it's a step up from my last school."

Kurt chuckled. "_Ja,_ I guess after living vith a couple of blue guys, nozhing shocks us, anymore!"

Ron chuckled. "Hey, don't get me wrong; my powers are cool and all." he said. "I swim better than I _ever_ did, and these scales are like my own personal flak-jacket, but…"

"…it sucks zat everyone judges you by zhe first glance." Kurt finished. "You don't need to explain it to me, _mein freund._"

Ron smiled. "Yeah, that pretty much sucks out loud."

Kurt nodded. "Vell, you don't need to vorry about zhat vith _us._"

Ron's smile grew. "Good to hear."

"_Ali!!_"

Alison smiled as she spotted her friend; Lila Cheney, 17, was around her height, and of slender frame, with long, ebony hair, fair skin, and dark eyes, clad in a light green tank-top and black pants. "Lila!" Alison called back, moving to greet her friend.

"Hey, girl!" Lila exclaimed, giving her a quick hug. "Oh, it's _great_ to see you!"

"_LILA CHENEY?!_" came Jubilee's exclamation, as the younger girl zipped over. "O-Oh my gosh, I can't believe you're here!! It's so great to meet you!!"

Lila managed a slightly embarrassed smile. "Thanks!" she replied, before glancing to Alison. "I guess this was the kinda reception _you_ got, right?"

Alison chuckled. "Yeah, pretty much."

By the time that everyone had introduced themselves, Hank and the Professor had returned from the lower levels. "Welcome, everyone." Professor Xavier greeted the new students, smiling warmly. "I am Charles Xavier, the Headmaster of the Institute, and I would like to say, on behalf of both myself and my students that we are very glad to have you all here."

Lance chuckled. "Any word back from Big Blue, yet, Professor?" he inquired.

Kitty giggled. "Yeah; I'm sure our new friends will want to meet him!"

The Professor smiled. "He should be arriving shortly, Kitty. In the meantime, why don't you all help our new students get settled in?" With that, the X-Men and the New Mutants all led their new friends to the upper levels, where they would be staying.

As they walked, Ron chuckled. "So, is this 'Big Blue' guy who I _think_ he is?"

Tabitha smiled. "Yeah, pretty much."

Paige looked nervous at that. "­_S-Superman_ is coming _here?_"

"Yeah, and wait 'till you guys _meet_ him!" Jamie exclaimed. "He's so awesome! He can catch a bullet in his _hand!_ He can blast meteors clear out of the _sky!_ He and the League are the _coolest!_"

Wanda chuckled. "As you can see, we've more or less got a one-man 'Justice League Fan Club,' around here." she teased.

Alex chuckled. "Yeah, we kinda figured."

Smiling, Lila turned to Alison. "For the record, Ali, when Super-Hottie gets here, if I start gushing, _please_ smack me in the back of the head."

Alison lightly smiled, though the thought of her friend gushing over _her_ man was a little unsettling. "I'll keep that in mind."

Jubilee giggled. "Don't gush _too_ much, Lila; Ali might get jealous!" she teased.

Lila laughed. "Why? Ali's got this wonderful 'Kal' guy, last I checked!" she exclaimed…before she paused. "Speaking of which, where _is_ he? I thought you said that he comes here, too."

Alison paused. "Yeah, he does."

Kitty chuckled. "Ali, you didn't _tell_ her?"

Lila blinked. "Tell me _what?_"

Alison just smiled sheepishly.

Lila froze in understanding. "_No._" she murmured, a smile growing on her face. "Ali…you are _not_ serious!!"

Alison chuckled. "Afraid so."

"_You're JOKING!_" Lila all but squealed. "Superman _is_ Kal?! _God_, Ali, why didn't you _TELL_ me?!"

Alison laughed. "Would you have _believed_ me?"

Lila chuckled. "Point taken." she conceded. "But _damn_, girl! You hit the _jackpot!_"

Alison finally allowed herself to smile dreamily. "_Tell_ me about it."

Within a few minutes, they had reached the wing of the Institute where the bunks were, expanded since the attack, to accommodate the new arrivals. Upon reaching it, Scott quickly informed them of the bunking arrangement that the Professor had worked out: Remy and Warren would be sharing a room; Alex would share a room with his brother; Paige would bunk with Jubilee; Kurt and Ron would share a room; Lila and Alison would be sharing a room; Evan and Bobby would be sharing a room; Tabitha and Amara would share; to Rogue's mild chagrin, she and Kitty were still roommates; Sam, Ray, and Roberto would share a larger room; Rahne and Wanda would be roommates; and Jean and Kal each had their own rooms, due to the fact that, since she'd reconciled with Phoenix, Jean's telekinetic abilities had increased substantially, causing her to levitate things in her sleep, making it mildly hazardous to a potential roommate until she could completely adjust to her increase in power. As for Kal's room, due to his duties with the League, he was technically 'on-the-job' 24 hours a day; if he got a call from his teammates in the middle of the night, he had to be ready to go at a moment's notice…causing anyone in the same room as him to be woken up by the ensuing sonic boom of his departure.

The bunking arrangement had never really been an issue of protest to anyone in the Institute; if _anything_, Alison was _glad_ that her _tausha_ had his own room…especially since their relationship had 'matured.'

Shortly after returning to the Institute from Clark's Fortress, a few months previous, she and Clark, as well as Scott and Jean, had told the Professor about their respective decisions; thankfully, their mentor had been understanding about the two young couples – as long as they were safe, and didn't let it affect their duties to the team, he was happy for them…although he _did_ require them to have a little 'chat' with Logan about 'the facts of life.'

Alison shuddered at that memory.

Before long, the new arrivals had settled in, and the entire group had headed back downstairs. "So, roomie," Lila said, smiling at Alison, "when do I get to meet your Man of Steel?"

Alison chuckled. "Soon, Lil; soon." she answered. Her expression turned serious. "But you _can't_ tell anyone about the two of us, okay?" she asked.

Lila nodded. "Don't worry, Ali; you get pestered by the media _enough._ I won't blab." she promised. Giggling, she added, "_God_, Paris will totally _hate_ you!"

Alison rolled her eyes. "Like I'll lose sleep over that."

'_Alison,_' came the Professor's powerful mental voice, '_Tina is out of her shower, and she's getting a snack in the kitchen. Would you please check on her?_'

'_Sure, Professor._' Alison thought back. Smiling sheepishly at her friend, Alison said, "Lil, I'll just be right back, okay?" Lila simply nodded, and Alison headed to the kitchen, to check on Tina.

Walking into the kitchen, Alison couldn't help but smile as she saw Tina; after getting a shower, the younger girl looked considerably better. Tina had exchanged her ragged clothes for a light pink t-shirt and a pair of blue jeans, and was happily sipping a cup of soup that Hank had likely prepared for her. Sitting on the floor next to her was Krypto, who panted happily as Tina scratched his ears every so often.

Seeing Alison walk in, Tina weakly smiled. "H-Hi, Alison." she murmured.

"Hey." Alison greeted gently. "Feel any better?"

Tina nodded enthusiastically. "It's been _ages_ since I've had a shower," she said, "and this soup is _so_ good!" Her eyes started to water a bit. "_Th-Thank you…_"

Alison smiled. "Oh, sweetie, it's the _least_ we could do." she answered. "So, what do you think of the Institute?"

Tina looked around. "It's…it's so nice, here, and everybody was so nice to me; I-I thought that big blue guy…"

"Hank?"

"O-Oh, right, Hank." Tina corrected herself. "I thought he was so scary, but he was so nice…"

Alison chuckled. "Yeah, Hank's just a big teddy-bear under that lab-coat of his." she agreed. "Would you like to stay?"

Tina froze. "I…I don't know…" she murmured. "I…I barely have any control over my powers…t-that's why I got kicked out…"

"Tina, that's _exactly_ why we're _all_ at the Institute." Alison said. "We came here to learn to better control our abilities; we can _help_ you…"

"_But what if I mess up?!_" Tina wailed. "I-I can't compete with any of you!! W-What if I'm not good enough..?!"

At that, Alison placed a reassuring hand over Tina's. "Tina, let me tell you about someone I knew growing up." she said. "He had all kinds of amazing powers…but no _clue_ how to control them; he goofed up with them left and _right._"

Tina blinked. "Really?"

Alison nodded. "Despite everything, though, he didn't give up, and he slowly started to control them better…after _lots_ of practice, and _just_ as many mistakes." She looked Tina in the eye. "We've _all_ had goof-ups with our powers, Tina…and we _learned_, just like you can."

Tina gulped. "But what if I _can't?!_"

"You _can_, Tina." Alison assured her. "Just as long as _you_ don't give up, _we_ won't give up on _you._"

Tina still looked nervous. "I…I don't know…"

Alison lightly smiled. "Okay, Tina. You don't have to decide, just yet." she said. "In the meantime, do you want to meet some of the others?"

Tina gulped. "Um…okay." she murmured. Smiling, Alison stood up, and led her new friend out of the kitchen, as Krypto followed them.

Stepping into the main hall, where everyone had gathered again, Alison said, "Everyone, I'd like you to meet my friend, Tina; Tina, everyone."

Tina had promptly hidden behind Alison at being introduced, but she managed to peek out from behind her enough to shyly wave. "H-Hi…"

Kitty smiled, and walked over to Tina. "Hi, Tina!" she greeted. "I'm Kitty; it's nice to meet you!"

Tina lightly smiled. "N-Nice to meet you, too…"

Taking Kitty's cue, the other students echoed similar greetings to their unexpected guest. Once the others had finished, Alison smiled. "See, Tina?" she said. "You'd fit right in, around here!"

'_Everyone, would you please join us outside?_' came the Professor's mental voice. '_Our guests will be here, shortly._'

The psychic instruction caused the new students to jump. "_Whoa!_" Alex exclaimed.

Warren looked fairly surprised. "I'd _heard_ he could do that…"

"Yeah, that takes some getting used to." Lance said. With that, the entire Institute student body headed out into the front yard…just in time to see Superman and the Javelin-1 touch down.

Remy chuckled. "Remy got t' 'and it t' de _homme_: 'e know 'ow t' make an entrance."

As Flash and the Martian Manhunter disembarked from the Javelin, Superman smiled at his friends, along with the new arrivals. "Hey, guys." he greeted.

"Hey, Kal." Scott replied.

J'onn smiled pleasantly. "I trust that the new students have made themselves at home?"

Evan grinned. "Yeah, we managed to find a spot for 'em." he quipped.

Noting the amazed expressions on the faces of the new students – even Alex and Warren, who'd met Superman before – Flash shook his head. "_Sheesh!_ You'd think these guys had never seen a high-tech stealth-jet, before!"

Ron recovered first, smiling wryly. "No offence, Speedy, but seeing the result of a stealth bomber's drunken fling with a stunt-jet isn't exactly part of anyone's usual daily activity."

Flash laughed at that. "Oh, yeah. They'll fit right in!"

Staring at Superman, Lila softly squealed, "Oh my _God_, he is off-the-_charts!_ Ali, you lucky, _lucky_ girl!"

Alison suppressed a light blush. "Lila, you _do_ know that he probably heard you." she said, as she noticed the slightly amused expression on her _tausha_'s face, which became a loving smile as his gaze intersected hers.

Superman smiled at the newcomers. "Welcome to the Institute." he said kindly. "It's good to meet all of you."

"So, big guy," Alex said, "what's the occasion?"

"Over the past few months, between our missions around the world, we've been building our own headquarters." Superman answered. "As of today, we'd finished construction on it, and, since we've all worked together on a few occasions, the League and I wanted to invite all of you to be there when we bring it online!"

Jean smiled. "We'd _love_ to!" she exclaimed. "Professor?"

Professor Xavier smiled, as well. "We'd be _honoured_ to join all of you for this occasion, Superman." he agreed. "I trust that there are no objections?"

No-one objected, not even Tina, who'd promptly hidden herself behind Alison.

Superman smiled at that. "Well, then, if you'd all like to hop aboard the Javelin, we'll get underway!" he said. With that, the X-Men and New Mutants, along with the Professor, Ororo, Logan, Hank, Mystique, and Krypto, walked onto the Javelin, followed by Superman, J'onn, and Flash. As Superman and his two teammates sat down in the cockpit, strapping into their seats, the Javelin's hatch sealed shut, before the jet hovered into the air, and took off into the sky.

As the Javelin flew, Warren spoke up. "So, any idea on where this 'headquarters' is located?"

The X-Men smiled knowingly. "You'll see." Scott said.

Paige blinked. "Sam?" she asked. "Do _you_ know?"

Sam chuckled. "Superman mentioned where he and the League were building their HQ a while back, Paige." he admitted. "We almost didn't _believe_ him, at first!"

Tabitha laughed. "Yeah! I mean, who'd think to have their home base _there??_"

Wanda nodded, smiling. "Only _they_ could be nutty enough to do something like that." she added. Laughing, she finished, "And only _Boy Scout_ could _think_ of it in the first place!"

From the cockpit, Superman laughed. "Yeah, 'sis', I guess it _is_ a bit nuts!"

Ron arched an eyebrow. "Okay, I'll bite. Where is it?"

"Yeah, bro! Spill!" Alex said.

Scott chuckled. "It's kinda something you need to _see_ to believe, Alex."

"Hang on." J'onn said. "We're altering course." At that, the trajectory of the Javelin promptly changed…heading _straight up._

Lila looked stricken. "Uh…okay, I'm pretty sure that this is _not_ normal!" she exclaimed.

"Relax, Lil." Alison assured her friend. "Like we told you: their HQ is somewhere…_different._" Then, noting Tina's frightened expression, she flashed her a reassuring smile. "We should be there, soon."

After a few minutes, the Javelin started to shake. Rogue scowled. "_Gawd_, who's _drahvin'_ up there?!" she muttered.

Flash grinned. "Relax, Stripes; that's just us clearing Earth's gravity-well."

"_Earth's gravity-well??_" Alex exclaimed. "But…but _that_ means..!"

Suddenly, the turbulence stopped, as the blue of the sky outside grew darker…before becoming _black_, dotted with stars…with the blue Earth far below them.

Paige's eyes went wide. "Oh…oh mah Gawd…we're…we're in _outer space…_"

Sam chuckled. "_Told_ ya you wouldn't believe it."

"So, where is it?" Kitty asked.

"_Ja_, Big Blue; ve vant to see vat all zhe fuss vas about!"

Chuckling, Superman said, "We're already here, guys!" At that, everyone unbuckled from their seats, suspended in zero gravity, before looking out through the Javelin's windshield…and saw it.

There, dead ahead of them, was a _massive_, white-metal, cylindrical space-station, slowly rotating on its central axis, which was sufficient to generate its own gravity, with two 'wings' on its sides: docking ports. The station was mostly dark, likely due to the fact that it had only recently been completed. The top and bottom sections of the station were flat, dotted with numerous high-tech-looking sensors, no doubt for intercepting emergency transmissions across the globe.

Superman smiled. "Everyone," he said, "welcome to our headquarters: the Justice League Watchtower."

Everyone was momentarily struck speechless at the sight. "_Whoa…_" Evan murmured.

Logan snorted. "Not bad, Flyboy." he said. "Not sure how you managed to put it together under Fury's nose, but not bad."

Flash chuckled. "Wasn't easy!"

"The fact that the Watchtower has, until now, operated solely on minimum power, has helped to conceal it." J'onn added.

Superman nodded. "Hopefully, when we bring it online, there won't be _too_ much of a fuss."

Noticing Paige's expression, Jamie smiled. "_See?_" he said. "_Told_ you they were the coolest!"

Within minutes, the Javelin had docked with the Watchtower, and everyone had disembarked, emerging into the darkened hallways of the Tower, lit only by emergency lights. Superman, Flash, and J'onn led them through the hallways, and into a much larger room, where the other five members of the League were waiting, with numerous computer consoles, only a few of which were online, as well as a large, glass window overlooking the entire planet. Seeing the others enter, Wonder Woman smiled in greeting. "It's good to see all of you." she said. "I trust that your passage was safe?"

The Professor smiled, nodding. "Very much so." he answered. "And we must say that your 'Watchtower' is quite impressive."

Aquaman chuckled. "Provided we've gotten all the bugs out, this place could be pretty home-like."

"Where exactly are we?" Jean asked.

"The Monitor Womb." Shayera replied. "It's the 'nerve center' of the Watchtower; all the Tower's systems are routed through here, as well as sensor input and communications."

Green Lantern nodded. "If need be, one person can monitor everything from this room and relay information to the others on the planet."

"Impressive." Ororo said.

Mystique had to nod in agreement, before her expression turned mildly concerned. "You said that no-one has noticed this place before due to it being in low-power mode." she observed. "Once you power it up, that could very well change…and I'm having trouble seeing Nick Fury being supportive of it."

Kurt lightly smiled. "Just give zhe General a chance, _Mutter._" he said. "After everything zat's happened, he couldn't zhink zat zhe League means any harm!"

Mystique's expression lightened. "I hope not, Kurt. I hope not."

The entire time, Batman had kept back from the conversation, working at one of the computer terminals. Walking over to his teammate, Superman asked, "Everything okay?"

Batman nodded. "Just putting the final programming into Beacon; once it's done, we'll run one last full diagnostic."

Alison blinked. "'Beacon'?"

"The Watchtower's operating system." Superman explained. "Once the Tower's up-and-running, Beacon will alert us any time it detects an emergency. It also regulates all the Tower's systems, as well as any system connected to the Tower, including the Javelins."

"_Javelins??_" Warren said. "As in, more than _one?_"

"Yep." Flash said. "We've got _six_ of 'em."

Superman nodded. "And once Beacon's online, it can remote-fly any of them to any location we need." he added. Chuckling, he finished, "We owe its design to Batman, here."

"I based it on the Bat-Wave system I use in Gotham." Batman replied simply, as he finished entering commands into the computer. "We're ready."

Superman nodded, before moving to an adjacent terminal, as J'onn, Green Lantern, Flash, Wonder Woman, Aquaman, and Hawkgirl all did the same. "Initiating full system diagnostic." Superman said. "Life-support is in the green."

"Main power is green." Aquaman said. "Central core is stable."

"Artificial gravity is stable." Green Lantern reported. "Tower rotation steady."

"Outbound communications are green." Wonder Woman reported. "Inbound sensors are online at 100 percent."

"Beacon diagnostic running…done." Batman said. "Beacon-system status: online, 100 percent."

"Watchtower defences online." J'onn reported. "Tower alert systems fully operational."

"Emergency response systems are green." Hawkgirl stated. "Manoeuvring thrusters online. Emergency escape pods online."

"Javelins One through Six fully operational." Flash reported. "Standing by for Beacon installation; they're ready when we are!"

"Overall Tower status: green." Superman confirmed. "Sounds like we're good to go." He looked over his shoulder at the others, lightly smiling. "Wish us luck!"

Scott grinned. "Good luck!"

"Everyone: input your pass-codes." Batman instructed. Promptly, each member of the League input their own numerical code; the instant they had, an electronic port extended out from a slot next to each of their terminals, each with a red light glowing next to them. "Dock your keys." came the next order. Each of the eight them took out a small metal cylinder, removing a plastic cap from one end, revealing an electronic chip. They each them locked their keys into the ports, chip-end first, turning the red light yellow. "On my count." Batman instructed. "Three…two…one…"

As one, they all turned their keys, and then pushed the ports upwards, locking them into a new position, turning the yellow lights green.

At once, the Watchtower hummed to life as the eight of them removed their keys. The Monitor Womb was illuminated by bright white lights, revealing the silver metal floors, as the rest of the terminals flared to life, with computer readouts beginning to pop up on the large window – in reality, a fiber-optic screen – showing things as Tower status, sensor readings, Javelin synchronization, and others. Outside, numerous lights began to glow along the Watchtower, as the massive station powered up for the very first time.

"_Wow…_" Tina softly murmured.

Remy whistled. "Quite de 'angout y' got 'ere."

"Quite impressive." Hank agreed. "What kind of facilities do you have, here?"

"The Watchtower holds two dozen sleeping quarters, each capable of housing four, if need be." J'onn answered. "It also possesses a state-of-the-art laboratory and workshop, as well as a Training Centre on par with your Danger Room, in addition to a kitchen and mess hall."

The Professor nodded. "Impressive, indeed…"

Checking his terminal, Batman said, "Beacon is fully online; time to synch our communicators." At that, each member of the League took out their communicator, and plugged it into a port on their terminal; in seconds, the Tower's Beacon-system had linked with their communicators, readying them to receive any alerts that the Beacon picked up.

With their communicators synched, they each reclaimed them, confirming that the Watchtower's Beacon was sending and receiving data from their comm.-units. Alison smiled. 'Sounds like you guys are officially ready to go."

Superman smiled. "Yeah, pretty much." he agreed. "So, now that the Tower's up-and-running, would you all like to get the official tour..?"

Suddenly, the main screen blared an alert, showing a flashing pattern. "Beacon's picked up an incoming transmission." Batman said. "Someone's trying to contact us."

Superman's expression turned grave. "Source?"

"The Triskelion."

Logan frowned. "Sounds like Old Iron-Pants has caught on, already."

Superman sighed. "Put it through."

As Batman put the signal through, Superman, expecting the eye-patched visage of General Fury, was surprised to see the red-white-and-blue-cowl-clad face of Captain America. "_This is Captain America calling unidentified satellite. Please respond._"

Superman lightly smiled. "Superman, here, Cap."

At that, the leader of the Avengers softly chuckled. "_Good to hear you, son. Well, we had a feeling that it was you and your new team up there building that thing, but we still had to be sure._"

"Sorry if we worried you." Superman replied. "To be honest, we were expecting you to be the General, demanding what we were doing in 'his sky'."

Cap laughed. "_Sorry to disappoint you!_" he replied. His expression then turned serious. "_We heard about the League and the X-Men's little excursion, today._"

"Yeah; we saved the Ambassador and nabbed the bad guys." Flash said. "What's the problem?"

Cap sighed. "_As far as the Avengers are concerned, there IS no problem._" he said. "_But as far as the Senate is concerned…_"

Wonder Woman's eyes narrowed. "It's that Senator Kelly, isn't it?" she muttered.

"_I'm afraid so, Your Highness._" Cap said. "_As soon as the scuttlebutt went out about the incident, the Senator was practically up in arms._"

Green Lantern frowned. "_Again?_"

"We _saved_ the hostages!" Aquaman protested. "What's his damage?!"

"_Apparently, his rationale is that you could have endangered the hostages and the ensuing area, given that the F.O.H. operatives possessed explosives._" Cap answered, smiling wearily. "_Granted, the Avengers were prepped to go in within the hour, but you beat us to it._"

Superman sighed. "And what's the General's opinion?"

"_At the moment, the General is briefing the President on the incident and its…resolution._" Cap replied. "_He never mentioned his own opinion…but the fact that he left orders to contact all of you says a few things. I thought I'd try to contact you up there, first._"

Superman put his hand to his forehead. "I assume that the General requested that we try and smooth things out with the Senate?"

"_Again._" Flash muttered flatly.

"_Correct._" Cap confirmed.

Superman sighed again. "We'll do what we can, Cap."

"_Good to hear, son._" Cap replied, lightly smiling. "_For the record, we would like you and your team to leave these situations to the Avengers._" Grinning, he added, "_**Off**__ the record, and as unofficially as the Avengers can say it…great work, out there._"

Superman smiled. "Thanks, Cap." he said. "Watchtower out." With that, he ended the transmission.

As the transmission ended, Alison smiled sadly. "So much for that tour."

Superman lightly smiled. "Yeah."

Green Lantern sighed. "So, who's going?"

"I'll go." Superman said.

"As will I." Wonder Woman added.

"Looks like our visit got cut short." Kitty said.

Superman smiled apologetically. "Sorry about that, guys."

"No problem, Big Blue." Ray said.

Alison nodded. "We understand."

"Flash and I will take you all back in the Javelin." J'onn said.

"Thank you." the Professor said. "We enjoyed our visit."

Ororo smiled. "Short though it was."

Superman smiled. "Hopefully, the next time you guys can visit, we'll have more time to show you around."

Jean chuckled. "We're looking forward to it."

"I'll see you later, guys." Superman said. Smiling at Alison, he added, "'Bye, _taushi._"

Alison smiled back. "'Bye, _tausha._" she cooed. With that, she put her right index and middle fingers to her lips, placing a kiss on them, smiling as Superman mirrored the gesture, before they both extended their hands, interlacing their fingers…before letting go, as Alison followed the others back to the Javelin…but not before Alison saw the expression on Lila's face: a sly, knowing smile, coupled with an arched eyebrow. She knew what _that_ look meant.

_We HAVE to talk._

Within minutes, they had returned to the now-lit vehicle-bay, and boarded the Javelin, followed by Flash and J'onn; once they were all buckled in, the Javelin gracefully glided out of the Watchtower's vehicle-bay, flying down towards the blue planet below.

XXXXXXXX

_U.S. Congress, Washington, D.C_

"My fellow Senators, could you _please_ explain why nothing has been done?!"

The outraged voice of Senator Robert Kelly echoed through the Congress Building, his rhetorical declaration not even ruffling his short white hair, or wrinkling the grey business suit and tie that covered his lean frame. His green eyes flashed angrily behind his glasses as he declared, "We have had several _months_ to deal with this 'Justice League,' yet why has nothing been _done?!_"

"Senator Kelly, please calm down." came the calm voice of Senator Isaac Martin, Robert's long-time political rival. Isaac, like Robert, was in his fifties, tall, and well-built, with short, greying hair, a trim grey beard, and blue eyes, in a black business suit. Isaac's ability to logically refute _any_ argument thrown his way had long irritated Robert…and Isaac was using that ability now. "There has never been any _need_ to consider the Justice League a threat…"

"You're _joking!_" Robert exclaimed. "Senator, they are _reckless!_ Their actions today put the hostages and an entire city block at risk!"

"But none of the hostages were injured, Senator." another Senator countered. "You're acting as if they were responsible for the incident in the first place..!"

"They were _lucky_, today!" Robert retorted. "But what happens when their luck runs _out?_ What happens when their cavalier attitude puts this country at risk?! And _that's_ just _today!_ In the past, they have acted contrary to the best interests of this country..!"

"How exactly have we done that, Senator?"

That calm yet commanding voice startled Robert out of his rhetoric, as Superman and Wonder Woman walked into the Congress Building. Robert quickly recovered, his eyes narrowing. "So, you still have the _nerve_ to interrupt a closed session of Congress." he snapped. "But then again, with all that _power_ of yours, you _wouldn't_ care about the authority of the U.S. government, would you?"

Superman didn't rise to the bait. "Actually, Senator, we're here at the request of General Fury."

Wonder Woman nodded. "We were told that you had some more concerns about the League's activities recently, and we agreed to address them."

Robert scowled; he should have _known_ that Fury would be involved in this. Before he could reply, Isaac interrupted. "Well, that's certainly kind of you both to come, especially on such short notice." Isaac said. "Hopefully, we can get these things straightened out as quickly as we did, last time."

Superman lightly smiled. "Hopefully, Senator."

Robert's eyes narrowed. "Our _concerns,_" he snapped, "were regarding your activities today. Just _what_ did you think you were doing?"

Robert didn't give them a chance to respond. "Your 'League' _deliberately_ endangered those hostages, along with an entire city block!"

Superman didn't even blink. "If you're referring to the explosives that the Friends of Humanity had placed around their position, Senator, we were perfectly aware of them."

Robert laughed. "And you _still_ went in?!" he accused. "Did you even _consider_ what could have happened if even _one_ of them had gotten the chance to..?!"

"…it would have made no difference, Senator." Superman replied. "They were planning to detonate the explosives even if their demands were met."

"You're _sure_ of that?!" Robert sneered. "You were _so_ certain that was the case that you deliberately _ignored_ any and all protocols set down for hostage situations?!"

Wonder Woman frowned. "Senator, unless I'm mistaken, your Constitution strictly _prohibits_ any deals with terrorists." she said. "And you're apparently forgetting that your 'protocols' would have meant the death of a United Nations diplomat." She smiled archly. "A diplomat who, coincidentally, was a mutant, as I'm sure you're aware."

The Amazon's suggestion caused Robert to flush angrily. Senator Martin quickly took that opportunity to speak up. "You were _certain_ that they would have detonated the explosives, anyway?"

"_Absolutely_, sir." Superman replied. "One of our teammates, the Martian Manhunter, intercepted the thoughts of one of the F.O.H., and discovered their true plans."

"And you were _sure_ that his conclusion was valid?" another Senator inquired.

"If he said that they were going to detonate the explosives anyway, then they _were._" Wonder Woman said firmly.

Superman nodded. "Senators, the situation we handled today was _not_ one we took lightly; if it _had_ been just _one_ of us, it very likely would have ended badly." he said. "By operating as a team, we were able to coordinate a rescue effort and avert a potential tragedy."

That statement caused the assembled Senate to murmur thoughtfully. Scowling, Robert spoke up. "My friends, I'm afraid that this whole discussion has gone wide of the point; the _real_ issue here is that these…'_people_' have taken it upon _themselves_ to handle situations best left to the Avengers; to people operating under military supervision, rather than a bunch of hot-dogging..!"

"Senator, that isn't fair!" another Senator protested. "What about the numerous disasters that the League has prevented, these past few months? Their efforts have saved _hundreds_ of lives..!"

"But at what _cost?_" Robert countered. "What about the Iranian nuclear incident, a few days ago? They acted in direct _opposition_ to the interests of this country?"

Superman's eyes narrowed. "Senator, how exactly is averting a disastrous nuclear meltdown 'acting contrary to U.S. interests'?"

"_How?_" Robert sneered. "Let's look at that reactor you saved, shall we? Did you know that it was capable of producing _weapons-grade_ plutonium?" His eyes narrowed. "Any sensible _human_ could make the connection."

Superman frowned at the shot, but remained calm.

"Iran has _long_ been suspected of being an ally of any insurgents in the Middle East," Robert continued, feeling that he was on a roll, "but the 'Justice League' _willingly_ rendered aid to a known enemy, bordering on _treason..!_"

"Senator, your issues are with Iran's _government,_" Superman countered, "but it was Iran's _people_ that were in immediate danger from the meltdown; the area closest to the reactor was populated solely by _civilians._"

Robert snorted. "Terrorists-in-the-making, you mean."

Superman ignored him. "Yes, Senators, we _did_ avert a reactor core-breach in Iran; if the reactor had been allowed to melt down, _thousands_ of innocent people could have been fatally exposed, and the resulting fallout would have turned half of Iran into an environmental _wasteland._"

Robert's expression turned into a scowl. "I believe _that's_ what's called _divine retribution!_"

Isaac's calm voice was filled with reproach at that statement. "Robert, I hope you don't _mean_ that." he said. "Please, continue."

"Thank you." Superman replied. "Green Lantern, Wonder Woman and I had initially responded to the reactor's emergency alert; the reactor's safety systems had failed, and the control rods couldn't be inserted. Green Lantern and Wonder Woman cleared the immediate area of civilians and reactor personnel, before coating the reactor in graphite, while I entered the reactor core and inserted the control rods manually." His expression turned grave. "Initially, we had thought that the failure was due to a simple malfunction. We were wrong."

Wonder Woman nodded. "We discovered that a group of armed men – presumably some of your insurgents – had been attempting to steal plutonium from the reactor; it was their bungling that caused the failure." she said. "Once the reactor-breach was contained, we apprehended them."

Robert took that opportunity to pounce. "And then you _returned_ the plutonium to Iran's government, the very people who were likely _paying_ those thugs to take it..!"

"The plutonium was _Iranian_ property, Senator." Superman said. "We had no right to confiscate it. Whether we liked it or not, we had to return it."

"Superman is _right_, Robert." Senator Martin said, stopping Robert's tirade before it started. "Without just cause, not even UN personnel could confiscate that plutonium. The Justice League made the right call."

Superman nodded. "While we were returning the plutonium, we dropped by the office of Iran's President, to inform him of what had happened." he said. "We notified him that rebels had been stealing plutonium from the reactor, which caused the failure." Superman looked Robert in the eye, causing Robert to freeze. "In response to your earlier statement, Senator…I like to think I'm pretty good at spotting liars; when we informed the President about the theft, he was honestly surprised to hear it."

"We also took the opportunity to inform him that, while the theft _did_ cause the failure, the reactor also had numerous design flaws in its cooling and emergency systems; even if those thieves had not attempted to steal any plutonium, the failure would very likely have happened, sooner or later. We simply pointed out that perhaps he had more important things to worry about than he had thought, gently suggested that he do the obvious thing, and left it at that."

Superman nodded. "Whether or not he _had_ been supporting the insurgents or simply turning a blind eye to them, I think that this incident may have shown him that _might_ not be such a good idea."

Robert simply laughed. "And we're supposed to _believe_ that?!" he shouted. "You expect us to believe that Iran is just going to do an about-face simply because..!"

As Robert had been talking, Superman's face took on a faraway expression, as he seemed to be _listening_ to something…before he smiled. "Senator," he interrupted, "why don't you see for _yourself?_ If you would be so kind as to check CNN..?"

Robert scowled as Isaac switched on the large TV screen in the back of the chamber…showing a special news report already in-progress…

"_…our sources have informed us of a surprising press release issued by the Iranian government, today, in response to the near-meltdown of Iran's No. 5 Reactor – a crisis that was averted by the efforts of the Justice League._" the anchorwoman said. "_The Iranian President's response was surprising, to say the least!_"

The TV then showed Iran's President, his soft voice speaking fluent Arabic, followed by the corresponding English translation. "_People of Iran, my brothers and sisters, I come to you today with a heavy heart. I have allowed my zeal to give our country the gift of nuclear power to endanger all of us, and for that, I must humbly beg forgiveness, from both Almighty Allah and from all of you. Further investigation of Reactor No. 5 reveals that this near-tragedy was the work of traitors to Islam, men who have perverted the words of the Prophet, peace be upon him. For the fact that our country was spared from such a disaster, I am grateful. Make no mistake, my brothers and sisters: I believe that our country deserves nuclear power for peaceful use, but not at the cost of our people's prosperity. For the immediate future, I am suspending all nuclear research; the funds that had been set aside for the nuclear program will be channelled into education and health care, which will benefit our people far more than a nuclear program. I thank Allah that we were spared from making such a terrible mistake. That is all. Allah's blessing upon you all._"

The screen then switched back to the anchorwoman. "_In a later press release, the President invited inspectors from the International Atomic Energy Agency to assist in the safe dismantling and storage of all nuclear-related materials and facilities._" she continued. "_Whether or not his apparent about-face will help translate into a lasting peace in the Middle East remains to be seen, but this certainly seems to be a step in the right direction! We can only hope that, with the example that the Justice League has provided for the world, peace in this region becomes a reality! This is Leanne Mitchell, signing off!_"

Superman lightly smiled as the TV was switched off. "I think that this country has a real opportunity to gain a new ally in the Middle East." he said. "But that's something that the League can't do for you."

Wonder Woman nodded. "Make no mistake; it will be difficult," she agreed, "but peace benefits _everyone_, including your country."

Robert was _seething_ at that revelation, but Senator Martin softly chuckled. "Any chance you could do something like that with North Korea?" he joked, earning a few appreciative laughs from the other Senators.

Superman chuckled. "Give us time, Senator. Give us time." he replied, earning a few more pleasant chuckles.

Isaac nodded. "Well, Superman, Wonder Woman, thank you for stopping by; we're only sorry that we had to waste your time with this."

Wonder Woman smiled. "Think nothing of it, Senators."

"We're glad that we could put your concerns to rest." Superman added.

Isaac glanced to Robert. "Senator Kelly, I trust that you have no objections?"

Scowling, Robert stood up. "My fellow Senators, my position is what it has _always_ been: allowing these 'super-humans' – and an _alien_ – to operate without _any_ means of control is sheer _stupidity._" he snapped. "Mark my words, this _will_ come back to bite us, sooner or later!"

And with that, he simply gathered his things, and stormed out of the Senate.

XXXXXXXX

After the Senate had adjourned, Superman and Wonder Woman had simply bid the Senate goodbye, and walked out of the Congress chamber, heading for the exit, to return to the Javelin, the setting sun turning the sky ahead of them red.

Alone, Wonder Woman could finally express her irritation. "That _man!!_" she snapped. "Merciful _Hera_, Kal, if a creature like _that_ can become elected to your government, I _weep_ for this country's future!"

Superman smiled grimly. "Yeah, he's something, alright." he agreed.

Calming, Wonder Woman managed a smile. "After that, patrol should be _welcome._"

Chuckling, Superman nodded. "True," he agreed, before looking to the darkened corner of the hallway they were about to emerge from, "provided that the good General doesn't have much to say."

A soft chuckle came from the corner, as Brigadier General Nick Fury, in his usual black pants and black jacket, complete with the eagle-insignia of S.H.I.E.L.D., stepped into view, followed by a young woman of about 20, tall and athletic, with long, blond hair tied in a bun under her blue beret, and cold green eyes, clad in blue pants, army boots, a navy-blue sweater and a dark blue army-style vest.

"I almost forgot how sharp those ears of yours were, kid." the General said, his one good eye flashing with cold mirth. He gestured to his comrade. "Allow me to introduce Lt. Carol Danvers, my new second-in-command." At that, Lt. Danvers simply nodded curtly.

Superman returned the gesture, before looking Fury in the eye. "General, you knew why we handled the crisis, today." he said.

Wonder Woman nodded. "We are becoming weary of appeasing your Senate every time we do something those cowards disapprove of."

Fury chuckled. "With all due respect, Princess, _tell_ me you didn't enjoy shutting that smarmy prick up." he answered. "If you had accepted my offer to join the Avengers, this wouldn't be an issue."

Superman's eyes narrowed. "As I said before, General," he said firmly, "the Avengers do good work, but we wouldn't be as effective if we had to wait for the green light."

"The green light is given for a _reason_, Superman." Lt. Danvers said coldly. "If the Avengers are told to hold off on an operation, it means that the higher-ups have just cause for them not to proceed. Your League's hot-dogging could have gotten those men _killed._"

Superman was momentarily surprised, but quickly recovered. "Lieutenant, they would have been executed even if the F.O.H.'s demands had been _met_. We never go into a situation without a plan for everyone walking out _alive._"

Her eyes narrowing angrily, Lt. Danvers was about to retort, but a wave from Fury stopped her. "Like I told you, kid, you guys make people _jumpy_, especially now that you've got that little clubhouse upstairs."

"Space is neutral territory, General." Wonder Woman said. "We had decided to establish a base there to establish our neutrality."

"Mighty decent of you." Fury said. "Pity that some might not see it that way."

"You still don't trust us." Superman said flatly. Smiling wryly, he added, "But, then again, you don't trust _anyone_ completely."

Fury chuckled. "_Now_ you're getting it."

Superman lightly smiled. "Like I said before, General, all we ask is that you give us a _chance._"

Fury arched an eyebrow. "I didn't order your 'Watchtower' shot down, now, did I?"

"No, I suppose not." Superman answered.

"There you go."

Superman softly chuckled. "Well, we'll be leaving, General." he said. "Have a pleasant evening."

Fury snorted. "In _this_ business, kid?" he said. Superman just chuckled, as he and Wonder Woman headed to the Javelin.

XXXXXXXX

As he watched the high-tech vessel take off, Fury turned his eye to Lt. Danvers. "A little rough, don't you think?"

Carol's eyes narrowed. "General, they're not seeing the big picture. They don't see how their operating independently undermines everything that S.H.I.E.L.D. is working for." she replied. "By allowing them to operate on their own, S.H.I.E.L.D. is basically saying to every mutant and super-human that we're pushovers!"

Fury's eye narrowed. "If anyone tries anything, they won't think that for _long._"

Carol's frown persisted. "Furthermore, General, I read the report on that little outpost that the Kryptonian…that Superman possesses. We are at war, General. Do you _realize_ what we could do with that kind of weapons technology _alone?_"

Fury had to nod in agreement; that level of tech was _damn_ tempting…

"Regardless of the League's neutrality, we _know_ that Superman is a U.S. citizen," Carol continued, "which means that he has a _duty_ to help this country win this war..!"

"I'm not saying I disagree with you, Lieutenant." Fury replied. "But we _also_ know the kid's opinion on lending us his tech – namely, that he _won't_. Care to suggest how we _make_ him?" At that, Carol simply frowned. "For now, at least, the kid and his team aren't a problem, and with any luck, it'll stay that way."

"And if it _doesn't?_"

Fury's expression hardened. "Then we'll have to be _ready._" he replied, his gaze turned to the setting sun.

And for now, that was enough.

XXXXXXXX

_Xavier Institute_

As the sun set over the Xavier Institute, the red of the sky fading to black, Alison was looking out her window at the horizon, deep in thought. The new students had fully settled in, and they had all enjoyed a pleasant dinner, with everyone now winding down for the day…and trying to ignore the fact that school started, tomorrow.

They were still unsure whether or not they would be allowed back.

Alison sighed sadly to herself, as she recalled another sad fact: Tina was still unsure whether or not she would stay at the Institute. Alison did understand that the choice was hers…but she had hoped that she could help the younger girl…

"Penny for your thoughts?"

Hearing her _tausha_'s voice, Alison couldn't help but smile as Superman hovered in front of her, descending from the sky. "Hey." she greeted. "How did it go?"

Superman sighed. "Same as always."

Alison winced. "_Ouch._"

"Yeah." Superman agreed. "The Senate did understand at the end…though Senator Kelly will still likely try to make trouble."

Alison nodded…and lightly smiled. "I missed you, today." she cooed.

Superman returned her smile. "Not _half_ as much as I missed _you_, _Alia._"

Alison smiled at the use of her Kryptonian name. _Alia Ka-Lir_: "_Blessing upon Lir._" It was a name she absolutely _loved_…though not _half_ as much as the man who had given it to her. Slowly, Alison leaned closer to her Clarkie, her eyes closed in anticipation, as Superman leaned down into the window to meet her…

Suddenly, they both froze at the sound of footsteps behind Alison. Alison turned…and smiled warmly. "Hi, Tina."

Tina instantly froze as she saw the two of them. "I-I'm s-so _sorry…_"

Alison's smile grew. "Hey, don't worry about it." she assured her. "_Tausha_ and I have been interrupted _plenty_ of times." Casting a playful eye at her beloved, she added, "And it's usually _his_ fault!" Smiling, she continued, "Tina, this is Kal-El, my boyfriend, as I'm sure you've guessed; _tausha_, this is Tina Wilkinson."

Superman smiled. "Hey, I _thought_ I saw a new face at the Watchtower!" he greeted kindly. "It's nice to meet you, Tina. Are you a new student here?"

Tina gulped. "I…I haven't decided, yet, Superman…"

Superman nodded. "Okay, Tina. No need to rush."

Alison chuckled. "Tina," she said, "do you remember that guy I told you about? The guy who always used to goof up with his powers?"

"Y-Yeah…"

Superman chuckled, instantly knowing who she meant. "Pleased to meet you, Tina."

Tina's eyes went wide. "It was _you??_" she exclaimed.

Superman laughed. "Tina, when I was younger, they would have had to _invent_ a category to describe the kind of goof-ups I had with my powers!"

"But…but you're _Superman!!_"

"I wasn't _always_ Superman, Tina." Superman answered. "Before, I was just a kid who had no _clue_ about the powers that I seemed to have. Some of my 'learning experiences' were _not_ pretty, let me tell you."

Tina lightly giggled. "R-Really?"

Superman nodded. "When I was six and I first got my gale-breath, I accidentally sneezed off the south wall of my Pa's _barn._" he said. "Another time, I sneezed a truck all the way to _Gardendale._ A few years later, I nearly fried an entire _corn-field_ with my eye-rays; fortunately, my folks liked popcorn." He groaned. "And, dear _Lord_, don't even get me _started_ on my first few times flying…"

Alison couldn't help but chuckle. "Think 'George of the Jungle,' but with no vines."

At that, Tina couldn't help but laugh. "I'm…I'm sorry," she managed to giggle out, "but…but that's so _funny..!_"

Superman lightly chuckled. "Tina, if _I_ can learn to control my powers, so can you." he assured her. "It's your decision."

Tina was silent for a moment…before she lightly smiled. "I'd…I think I'd like to join." Her expression turned worried. "C-Could I..?"

Alison smiled warmly. "Of _course_ you can, Tina." she replied. "I'm sure the Professor will be _thrilled_ to hear it." At that, Tina smiled happily, before she hurried off, to tell the Professor of her decision.

Alison's smile grew as she turned back to Superman. "Nice to know that you're good for _something._" she teased.

Superman chuckled. "Hey, I try!" he quipped.

Alison's smile became flirtatious. "Now, where were we..?" she purred. Smiling, Superman leaned towards her, as their lips met in a tender kiss.

_Beep! Beep!_

The beeping of Superman's belt-communicator sounded _just_ as they had finished their kiss. Superman sighed as he checked it. "And _some_ things never_ change._"

Alison managed a laugh. "See you tonight?"

Superman grinned, nodding. "I'll be there."

"Promise?"

Superman laughed. "I _never_ lie." he answered. And with that, he took off into the sky, to rejoin the rest of the League, a sonic boom echoing in his wake. Alison simply smiled to herself, before leaving her room, and heading downstairs.

It was looking to be the start of an interesting year.

XXXXXXXX

_Author's Note:_

_Hi, everyone! Happy New Year! I'm back with Book Three! I hope you enjoy it!_

_Oh, and kudos to ZK Chromedragozoid for suggesting the OC of Ron Williams! Thanks a lot! _

_Coming Soon:_

_With the school year starting up again, our heroes must face the fact that their peers know their secret, now._

_As if high school wasn't tough enough._

_Will the X-Men find acceptance at Bayville High?_

_And is a darker plot underfoot?_

_Find out, in "School Daze," coming to your computer soon…_


	2. School Daze

CHAPTER TWO: SCHOOL DAZE

_Xavier Institute, Westchester, September 8, 2008_

It was a few hours after midnight by the time Superman got back to the Institute; after helping to evacuate a Swiss mountainside town threatened by an avalanche, as well as everything that had happened, earlier, he was a bit tired, and although his yellow-sun-fuelled metabolism didn't require rest, a little shut-eye was nice.

As he touched down in the front yard, Superman walked towards the door…but paused as he heard the sound of footsteps on the west side…_when no-one should have been awake._

Instantly, Superman darted to the west side of the Institute, taking out his communicator and hailing the nearest member of the League. "Boy Scout calling Speed-Demon; we have potential break-in at X-House. Haul tail over here!"

"_10-4, my blue bro! I'll be there faster than you can say, 'Slow down'!_"

By then, Superman had reached the west side…and found no-one there. There were no broken windows or any other sign of forced entry…but there, spray-painted on the west wall, were caricatures the all eight members of the Justice League, along with phrases like "_Freaks go home!_" or "_Earth for Earthlings!_"

Superman shook his head in annoyance; someone clearly thought themselves artistic. '_Very funny._' he thought.

Just then, Flash darted towards him, coming to a perfect stop next to him. "Okay, big guy, what's the situation?" Flash asked. Superman simply gestured to the 'mural,' and Flash snorted. "Well, looks like we got a couple of Art-Majors on our hands."

"Yeah, a regular bunch of Picassos." Superman agreed. "There are a few buckets and wash-cloths in the garage, and the garden hose should be nearby; want to help me clean this up?"

"No problem, Big Blue." Flash replied. With that, he zipped off to get the hose, as Superman headed to the garage, gathering the cleaning supplies. Flash promptly soaked the wall, wetting it down, as Superman doused the cloths in detergent, before handing one cloth to Flash.

It took only a minute's worth of super-speed-scrubbing to clean off the paint, making the wall as good as new. "Okay, then," Flash said, setting his cloth aside, "what say we find our 'aspiring artists' and _thank_ them?"

Superman nodded. "They can't have gotten far." he agreed, as he closed his eyes, _listening…_

Suddenly, a _bamf!_ interrupted Supermans concentration, as Kurt, in his white boxer shorts and a white t-shirt, ported onto the grass next to them, seconds before Kitty, in a pink t-shirt and pink pajama shorts, phased herself and Alison, in a light-blue t-shirt and a pair of blue and pink polka-dotted pajama pants, through the wall. "Superman, ve have intruders!" Kurt exclaimed. "Kitty and I had just gone to zhe kitchen for a snack, and ve saw zhese guys in monster-masks outside zhe vindow!"

Alison nodded. "I had just gotten up for some water when I heard them; I think they're on the east side!"

"I hear them, too." Superman agreed. "Ali, you intercept them from the right; Kurt, 'port yourself and Kitty in behind them; Flash and I will get them from the left – we'll box 'em in."

"Got it, Boy Scout." Flash said.

Alison nodded. "Those goons won't know what _hit_ 'em!" With that, they split up, to intercept the intruders.

Within seconds, Superman and Flash had the culprits in sight: there were six of them, all high school seniors, clad in blue jeans and red-and-white letterman jackets, wearing plastic Halloween monster-masks over their faces as they spray-painted caricatures of the X-Men onto the east wall. Superman's eyes narrowed. "A bit late for art, isn't it?"

At the sound of his voice, the vandals all jumped in surprise, before running away…but stopped as two of them ran into the hard-light force-field that Alison had raised as she darted into view. The remaining four tried to flee in the other direction, but Kurt quickly 'ported himself and Kitty into their path, blocking their escape. As the four of them back up, Flash quickly ran in circles around two of them, spinning them into the air, before stopping, causing them to land hard on the ground, dazed, but otherwise unhurt. Before the last two could flee, Superman grabbed them by the collar, lifting them off of the ground; as he did, the mask of one of the vandals fell off, revealing a teenage boy, with light brown hair, and blue eyes, a terrified expression on his face.

Alison's eyes narrowed. "The Bayville High football team." she muttered.

Superman glared sternly at the youth whose mask had fallen off. "Dressing up like monsters and vandalizing private property is a bit much for a school prank." he said coldly.

The youth gulped…before his eyes narrowed. "The only monster around here is _you_, alien _freak!!_"

Flash snorted. "Now _that's_ creative."

"You should be a poet," Superman replied, "because you're _certainly_ no Picasso."

"Should ve call zhe police?" Kurt asked.

"No." Kitty said. "They'd just be out again in a few hours."

Superman nodded; for a petty crime like this, the most these punks would get was community service. "Consider yourselves lucky." he said, before he tossed the two punks onto their rears.

The six youths promptly picked themselves up, and ran off, but not before the mask-less one shouted out, "You're all _freaks!!_"

"_Yeah!_ Bayville doesn't _want_ you!!" another sneered.

"Yeah?! Well, with jackasses like _you_, how'll they tell the _difference?!_" Flash shouted back.

As the vandals ran off, Kitty's expression saddened. "What a _great_ way to start the school year." she muttered.

"_Ja,_" Kurt agreed glumly, "if ve even get to _go._"

Superman lightly smiled. "Hey, don't give up just _yet_, guys; remember, the Professor's been talking to the school board practically all _summer._ There's still a good chance."

Flash nodded. "Yeah, guys; don't let _those_ tools get you down."

Kitty managed a smile. "Thanks, Clark, Wally."

Superman smiled. "Any time, Kit."

"I'd better get back on patrol." Flash said. "I've still got to do a sweep of the rest of the Eastern Seaboard, plus classes are starting back up at Metropolis U, tomorrow."

Superman nodded. "Bayville U's fall semester starts tomorrow, too." he replied. "Well, if anything comes up, just get on Beacon and give me a shout."

"You got it, Boy Scout. See you later." Flash said, before he sped off, as Superman and the others headed into the Institute.

As Kitty and Kurt returned to their respective rooms, Superman headed to his own room, with Alison walking beside him. "So, how was 'work'?" Alison asked.

"A bit hectic." Superman replied. "We had to evacuate a Swiss town threatened by an avalanche." His expression lightened. "And how are things around here? Everyone all settled in?"

Alison managed a smile, nodding. "After Tina told the Professor that she wanted to stay, we set up a bunk for her with Lila and I; it's a big room, so we're not crowded." she replied. She smiled. "You know, Lila's been pestering me non-stop about the fact that you and I are dating." she teased. She pretended to sigh. "I just _had_ to fall for a superhero, didn't I?"

Superman smiled lovingly. "I'm sure I can find _some_ way to make it up to you." he whispered.

Alison giggled. "So you just _assume_ I'll melt every time you look at me with those _gorgeous_ eyes of yours?" she cooed.

"I didn't hear an objection." Superman teased back.

Alison's eyes sparkled flirtatiously. "You sure as hell _didn't_, Boy Scout."

By then, they were both standing outside Superman's room; opening the door, Superman followed her in, before closing the door behind them. Once they were alone, Clark quickly shed his uniform, clad only in his black boxers, as Alison slipped off her t-shirt and pajama pants, revealing her favorite blue bikini-style bra and panties, with his crest on the front of her sleepwear.

Turning back to him, Alison smiled…but her expression quickly turned concerned. "Clarkie, what's wrong?"

Clark blinked. "What do you mean?"

"You had that look."

"_What_ look?"

Alison sighed, putting her hands on her hips, mildly annoyed. "The one you get when something's bugging you." she clarified. Her expression grew worried. "Was it was those _jerks_ said, just now?"

Clark had to smile; it still amazed him, how his _taushi_ could know him so completely…just as _he_ knew every _inch_ of her. "Maybe not on their own," he admitted, as he sat down on his bed, with Alison sitting down next to him, "but after just dealing with the Senator…"

Alison's expression saddened. "Clark…"

"I don't know, Ali; this _shouldn't_ get to me, but it _does_." Clark sighed. "I don't want _anyone_ to be afraid of me…but it just _gets_ me when people look at me like some kind of _monster…_"

Alison weakly smiled, as she took his hands in hers. "…because you're only _human_, Clarkie…so to speak." she whispered. Her smile grew. "But they're absolutely _wrong_, _tausha_; you and the League are the _best_ thing that's ever happened to this world, and if some people are just too damn small-minded or stupid to see it, too bad." She giggled. "Clark, you can't even be a bad-boy; _how_ can you _possibly_ be a monster?"

Clark smiled slyly at his beloved Alison. "Oh, I _can't_, can I?" he challenged.

Alison smiled back, quickly starting to amend her statement. "Well, I didn't mean – _oh!!_" Her amendment was cut off as Clark swept her into a passionate kiss, causing her to lightly squeak with surprise…before she let out a soft moan of contentment, wreathing her arms around her _tausha_'s neck as he lovingly embraced her, leaning her down onto the bed. As they both slipped under the sheets, Alison returned her lover's kiss with equal fervour, softly gasping as Clark tenderly kissed the side of her throat, his hands gliding up and lovingly caressing her shoulders, before slipping off the straps of her bra…

After two hours and several blissful interludes, Clark lay back on the bed, letting Alison use his chest as a pillow as he traced tender circles along the small of her back, the sheets tangled around their lower bodies, and their clothes in a pile on the floor. Glancing to the side, Clark could see the faintest traces of dawn peeking through the clouds, casting faint red-golden beams through the window.

As he moved, Alison nuzzled her head into his chest, her arms encircling his torso. Clark smiled, and returned her embrace, placing a loving kiss to her forehead. "Did I wake you?" he whispered.

Alison shook her head. "Just…didn't want you to go, yet…" she murmured. "It's too early…"

Clark smiled. "I won't."

Raising her head, Alison's sapphire eyes fluttered open as she smiled at him, the faint dawn's light combining with her powers to give her a light, lovely glow. She slowly sat up, lovingly straddling him, and Clark promptly sat up to meet her, his hands gliding to her waist. Alison's smile grew as their noses touched. "Hi."

"Hi." Clark replied, smiling back.

Alison chuckled. "I am _so_ glad that you got your own room." she cooed. "I swear, Clarkie, I love you, but I was _not_ going to risk someone overhearing us."

Clark grinned. "I don't blame you." he quipped. "You certainly _can_ hit those high notes…"

"Oh, _shut **up**!_" Alison laughed, playfully slugging him in the shoulder. "You know, just for that, I ought to punish you!"

Clark laughed. "'Punish me'?"

"Yes; as in, 'walk out of here, right now,' punish you." Alison teased.

Clark chuckled, lovingly embracing her. "Well, _taushi_," he softly whispered, "I'm sure you don't have to do anything _that_ drastic…"

If Alison had been serious about her little threat, her _tausha_'s tone of voice would have _seriously_ undermined her resolve. "Well, after the past few hours, I'm sure I could _somehow_ find it in my heart to forgive you."

"I'm glad." Clark answered. "I probably have _enough_ people mad at me; I couldn't stand having my _Alia_ mad at me, too."

Alison's expression turned a bit sad. "They're _wrong_, Clark." she said firmly. "You're the _best_ thing that ever happened to the human race…" she moved her head closer to his until their foreheads touched, as she sweetly finished her declaration, "…_especially_ me."

That statement utterly _shattered_ any lingering thoughts of people hating him. Clark smiled at his _taushi._ "_How_ is it that you can lift my mood so easily?"

"_Silly._" Alison teased. "I'm your girlfriend; it's my _job!_" Her smile grew sly. "Just like it's my job to _always_ be right, to always know when you're down, and to always be there for you."

Clark arched an eyebrow. "I see." he answered. "And _my_ job in this relationship would be..?"

"Simple." Alison replied, smiling. "You're supposed to always agree with me, to comfort me when I'm sad, and to love me _just_ as much as I love _you._" She giggled. Now, I _know_ that last one might be tough to do…"

"I'm sure I can manage." Clark replied, smiling. "But I _would_ like to make one little _addition_ to my list of 'duties'."

And with that, he lovingly pulled his beloved _taushi_ deeper into his embrace, before gently moving atop her, sealing her lips with a kiss. Alison promptly reciprocated, and their passions began to rekindle. "That's good, too…" Alison sighed, in blissful agreement, before happily surrendering to her beloved's caresses…

XXXXXXXX

It was very early in the morning when Raven woke from her sleep. As she sat up in her bed, all she heard was silence; none of the other students were awake, yet. Raven tried to go back to sleep, but she couldn't; between her long-conditioned survival reflexes and her worries for Kurt and Rogue today, she simply couldn't quiet her thoughts enough to get another couple hours of sleep.

Sighing to herself, the azure-skinned metamorph slipped out of her bed, donning a dark blue bathrobe over her black tank-top and shorts, before heading downstairs to the kitchen. As she walked into the kitchen, Raven decided on a glass of warm milk; perhaps if she were still working as Fury's informant, she might have opted for something _stronger_, but she'd promised herself that, as long as she was here at the Institute, she would at least _try_ to set a good example for her children…

"Something troubles you?"

Raven softly gasped at that voice; turning, she relaxed as she saw J'onn become tangible as he sat down at the kitchen table…holding a package of Oreo cookies; since he had become an instructor at the Institute, the last Martian had gradually been introduced to Earth-culture…and had chosen Oreos as his undisputed favourite snack. "Reading my thoughts?" Raven inquired, lightly smiling as she poured herself a glass of milk.

J'onn smiled, shaking his head no. "It was not necessary; your expression convicted you of worry long before your thoughts did." he replied, as he took out three cookies for himself, before extending the package to Raven.

Chuckling, Raven took three cookies from the package, before sitting down across from J'onn, who simply levitated the package back into the cupboard. "I take it you haven't heard any word from the school-board?" she asked.

J'onn shook his head. "Not yet." he answered. "Charles has yet to hear back from them."

Raven nodded, as her expression became sad. "I hate to say it, but part of me hopes that they _aren't_ allowed back." she whispered. "I don't even want to _think_ about how they will be treated if they went back…" Raven stopped herself, lowering her head in shame; despite everything, she knew how much the students wanted to go back to school, to regain _some_ sense of normalcy after their lives had been so irreparably altered…

"You want them – your children and the others – to be safe." J'onn said, lightly smiling as he munched on one of his Oreos. "That is only natural."

Raven lightly smiled at that, before she dunked an Oreo in her milk, before popping it into her mouth. "Were you this worried the first time _your_ daughter went to school?"

J'onn laughed. "_Worse._" he answered…before his expression became sad.

Raven wanted to _smack_ herself for saying that; J'onn's loss of his beloved wife and daughter – along with his _race_ – was still painfully raw. "J'onn…I-I'm so sorry…"

"It is alright, Raven." J'onn said softly. "I am…coming to terms with my…losses."

Raven nodded. "It…it must be difficult…"

"At times, yes." J'onn said. He smiled wanly. "But it helps to talk about it."

Raven chuckled. "I suppose so." she agreed. Her smile became a bit sly, as she realized that J'onn was in a talkative mood, and that she knew next to _nothing_ about him, really; her curiosity quickly overtook her. "So, what exactly did you do on Mars, before your 'trip' to Earth?"

J'onn chuckled. "I was part of the organization dedicated to protecting Mars."

Raven blinked, as she realized what that meant. "You were a soldier?"

"Truthfully, Raven, on Mars, there was no distinction between 'police officer' and 'soldier;' we were considered both, essentially."

Raven nodded. "And what were _your_ duties?"

J'onn's smile became a bit embarrassed. "I was…the closest Earth-rank to my position would have been 'General;' I oversaw the entire organization."

Raven smiled, genuinely impressed. "So, you're the Martian equivalent of General Fury?"

J'onn's smile became wry. "There is _no_ need for insults, Raven."

At J'onn's _incredibly_ dry reply, Raven couldn't help but laugh. "I…I can see why you'd say that." she managed to say between chuckles. She checked the clock, again; it was still too early to be up – she could still get another hour of sleep…

"You are still tired." J'onn observed. "You should get some more rest, Raven; today may be taxing."

Raven chuckled. "Are you precognitive, too?" she quipped.

"No." J'onn replied, smiling. "Merely an educated guesser."

Raven smiled, as she finished the last of her Oreos. "Thanks for the snack…and the talk." she said. With that, she headed back to bed, leaving J'onn to finish his own snack.

XXXXXXXX

Shortly after sunrise, the entire Institute had awoken, and normal daily activities resumed.

After the usual line-up to use the showers – made a bit less annoying by the fact that the Institute now had multiple washrooms, after the reconstruction – the entire Institute family, minus Clark, J'onn, and the Professor, as there had been an emergency that the League had needed to take care of, and the Professor had some business to attend to, had piled in the kitchen for breakfast. Due to the relative uncertainty of their returning to school, the mood was slightly tense, but they did their best not to let it affect them.

"So," Ron inquired, as he loaded a few pancakes onto his plate, "it always like this at breakfast?"

Scott grinned. "Yeah, pretty much."

Paige lightly giggled. "It's kinda lahke trying to use the washroom when my sisters first get up."

Alex's eyes went wide. "_Sisters??_" he repeated, casting an inquisitive eye to Sam.

The elder Guthrie nodded. "Ah have two other sisters besides Paige." Sam confirmed. "On school-days, if Ah wanted to get a shower in the morning, Ah had to get up at 6:30, _before_ their 'bathroom marathon' starts."

Ray sighed. "You poor bastard."

"Any word on whether or not we'll be let back into school?" Evan asked.

Jean shook her head. "Still nothing."

Lance frowned. "Well, that officially _sucks._"

"I _know!_" Kitty exclaimed. "I mean, _hello?_ Didn't we take out an unstoppable psycho bent on flooding an entire _town?_ I don't think that being allowed to go back to school is too much to ask!"

Rogue snorted. "Trah explaining _that_ to a bunch of middle-aged, closed-minded _jackasses._"

"Amen t' _dat_, _chere._" Remy agreed.

As the others had been talking, Kurt had been reading the newspaper. "Hey, guys, look at zhis; zhe paper is talking about zhe rescue, yesterday." he pointed out, holding out the front page, showing a picture of both the X-Men and the Justice League.

Glancing at it, Scott lightly smiled. "Well, _this_ reporter isn't as scathing as some of the others who've written about us."

"About _time_ we got some good publicity." Roberto said.

"_I concur._" Mark said from the side, where he'd been recharging his power-supply. "_The negative attention the Institute has received thus far has been most inhibitive, despite our association with the Justice League._"

Jamie smiled. "Yeah! Now people are _finally_ starting to see us as heroes, like Clark and the League!"

Ron chuckled. "I _still_ can't believe that's his real name."

"I didn't, either." Wanda agreed.

Alison chuckled. "I once asked him about it; he told me that his mom told him that she named him after her family, the Clarks, and after Clark Gable."

Bobby blinked. "_Who??_"

Half-frowning, Jubilee playfully elbowed him, before turning to Alison. "I can _totally_ see it."

Smiling slyly, Lila took that opportunity to pounce. "So, Ali, your childhood sweetheart turned out to be _Superman_, huh?"

Alison smiled back. "Yeah, who'd have thought?"

Tina lightly smiled. "I'm…I'm glad for you, Alison." she said softly. "You…you both seem so happy, together…"

Alison's smile grew. "Thanks, Tina."

Lila grinned. "Okay, Ali, I _have_ to know: what was the Man of Tomorrow like as a _kid?_"

Alison couldn't help but chuckle. "Well…Clark was always the nicest guy anyone could ever meet; he'd always be the first to help someone who needed it." she answered. "Still, he was a bit on the clumsy side, especially with his powers." She lightly blushed. "And…I always thought he was cute…if in a sweet, lanky, awkward kind of way."

Lila's smile grew. "Oh my God…he was an SP, wasn't he?"

Kitty chuckled. "From the sounds of it, he _totally_ was!"

Tina blinked. "S…P?" she murmured. "What does that mean?"

Rogue groaned. "Oh, _Gawd_, Ah'm not sure Ah _wanna_ know."

"You and me both." Wanda muttered.

Lila just smiled at Tina as if it were the most obvious thing in the world. "_Swan Prince._" she clarified.

Tabitha chuckled. "In other words, he went from 'ugly duckling' to 'God's-gift-to-women'."

Alison giggled. "Tabs, you know he probably _heard_ you…"

Lance took a look at the newspaper. "Hey, Fuzzy, it doesn't look like you've been identified." he observed.

Curious, Kurt took a look; sure enough, the snapshot of him and the X-Men listed all of the X-Men by name, except for him. "Zhey…zhey must not have recognized me vithout my inducer…" he murmured.

"Yeah." Evan agreed. "Guess you got off lucky, for now, Fuzzy."

Kurt sighed sadly. "Yeah…" he agreed, "…sooner or later…zhey'll figure it out…"

Just then, a sonic boom echoed overhead, startling the five new students. "I take it that takes some getting used to." Warren observed.

"A little." Jean said.

Seconds later, Clark, in his work-clothes and inducer, walked into the kitchen. "Morning, guys."

Seeing their Kryptonian comrade, Ron had to chuckle. "Okay, _now_ he looks like a Clark!"

That earned a laugh from everyone. "Ha ha, very funny." Clark quipped.

"Tough morning, Flyboy?" Logan asked, sipping his coffee.

"Could have been worse." Clark answered, pouring himself a glass of orange juice. "There was an engine-fire aboard a fishing trawler in the Pacific; we managed to get to it before it got out-of-hand."

Lila blinked. "And _that_ could have been _worse??_"

Alison chuckled. "Lil, you haven't seen _anything_, yet."

"Off to university, Clark?" Ororo asked.

Clark nodded. "The fall semester starts today, and in the afternoon, I'll be working at the Bugle, so I'll be busy pretty much all day." he replied. "And _that's_ just assuming that the League doesn't need me for anything."

Remy chuckled. "Good luck wit' dat, _mon ami._"

Just then, Professor Xavier rolled into the kitchen. "Everyone, I have good news." he said. "I've just finished speaking with the school-board, and they are willing to let some of you return to Bayville High School…provided no-one uses their powers."

There was a moment's silence at that. "Why only some of us?" Kitty asked.

"The school-board's reasoning is that today is to be a 'trial-run'." the Professor answered. "Tonight, the school-board will be voting on whether or not to allow mutant students back on a permanent basis."

"Real nice of 'em." Logan muttered.

"I suppose it's better than nothing." Hank thought aloud.

Noting Tina's frightened expression, Alison asked, "So who's going back, Professor?"

"The school-board has agreed to let Scott, Jean, Kitty, Kurt, Lance, Rogue, Evan, Remy and yourself, in addition to Todd and Fred, return for today, Alison." Professor Xavier answered. "They weren't willing to accommodate a larger group for this 'trial-run'."

Scott frowned worriedly. "I guess it goes without saying that we'd better be on our best behaviour."

The Professor nodded, before turning to Jean. "At the school-board meeting tonight, we'll be allowed to have one speaker for our case; Jean, I'd like you to speak for us."

Jean's eyes went wide. "P-Professor…"

Scott smiled, placing a hand on her shoulder. "You can do this, Jean." he assured her.

At that, Jean smiled. "Thanks, Slim."

Checking his watch, Clark sighed. "I'd better get going; 'Clark Kent' needs to get the bus to Bayville U." he said. "Good luck today, guys; I'll be rooting for you!"

"Thanks, big guy." Scott said.

"We'll _need_ it." Rogue added. With that, Clark headed out the door, walking towards the bus stop, while the others finished their meal, before heading off, to get ready for their first day of school.

XXXXXXXX

_Brotherhood of Bayville Boarding House_

In the run-down living room of the boarding house, 17-year-old Todd "Toad" Tolansky sat, watching TV, clad in his usual black t-shirt and blue jeans, absently snagging nearby flies with his long, frog-like tongue as he flipped through the channels. "Yo, Fred!" he called out. "Looks like Supes, the League, and the X-Kids saved that Ambassador guy, yesterday!"

At that, 17-year-old Fred "The Blob" Dukes walked into the living room, snacking on a fair-sized hoagie. If Todd was only half the size of an average 17-year-old, Fred was _twice_, just to balance everything out. His light hair was in its usual Mohawk-style, and he was in his usual light-green t-shirt and jean-overalls. "Cool." Todd's portly pal said, taking another bite out of the hoagie.

Glancing at the TV screen, Todd frowned. "Yeah, 'cept that Senator guy keeps raggin' on 'em, non-stop." he added. "Somebody _seriously_ needs to leave a flaming bag of dog-crap on his doorstep."

"You _said_ it, little pal." Fred agreed, finishing his sandwich. Over the past few months, the two remaining members of the original Brotherhood of Mutants had just simply been hanging out, doing their own thing…and managing to avoid being on the receiving-end of a lynch mob, which, when they weren't doing anything stupid or being bossed around by Doc Doom's kid, wasn't that hard to do.

Just then, they both heard a knock at the door. Getting up, Todd walked to the door, and opened it, finding a middle-aged guy in a business suit, looking a bit nervous. "T-Theodore Tolansky?" he stammered.

Todd mentally grimaced; he _hated_ his full name. "Yeah."

"I-I'm from the Bayville school-board," the guy continued, "and I-I'm here to inform you that the board is offering yourself and Mr. Dukes conditional re-enrolment in Bayville High School; pending the vote at the school-board meeting, you may both be offered full re-enrolment."

Walking in from the living room, Fred caught the last part. "You can just _forget_ it, man." Fred muttered, walking away. "We don't go _nowhere_ we ain't wanted."

Todd couldn't help but chuckle. "Since _when?_"

The guy gulped. "Well, it's your choice." he said. "H-Have a pleasant day." With that, he hurried off.

Todd looked to his pal. "So, Fred, whaddya think?"

Fred frowned. "I think that we've got better things to do."

Todd arched an eyebrow. "Such as?"

"You know…stuff."

Todd chuckled. "Come on, man; it's better than sitting around on our butts, all day." he said. "So what if people hate us? We've been Bayville High's rejects for the past two years; _how_ could this be any worse?"

Fred smiled wryly. "And the fact that Wanda might be there makes no nevermind to you."

Chuckling, Todd shrugged. "Hey, it's only for one day." he said. "And if it's a chance to see Sweetums…so much the better!" Fred just rolled his eyes. "Well, Freddy?" Todd asked.

Fred thought for a second…and then chuckled.

"Eh. What the hell."

XXXXXXXX

_Bayville High School_

As students began to walk onto the front yard of Bayville High, it wasn't long before the usual gossip and chatter of teenage life filled the air; the topics of upcoming dances, the football season, classes, and the weekend took their usual places…but it was the topic of mutants and the Justice League that dominated the chatter…but the noise died away as a familiar red convertible, an old, dark green jeep, and a vintage motorcycle pulled up to the parking lot, before the Institute students stepped onto the yard.

Scott kept outwardly calm as he stepped out of his convertible, doing his level best to ignore the other students' gawking. "Everyone stay cool." he said. "Let's just get to class." The others simply nodded, following him into the school.

As they walked, the other students gave them a wide berth, as the whispering started.

"_What are they doing here..?_"

"_Did the school-board let them back in..?_"

"_I can't believe that they had the guts to show…_"

As the gossipy whispers continued, Kitty simply lowered her head as Lance put his arm around her. Rogue simply frowned…but her frown lessened as Remy subtly took his hand in hers. Alison simply kept walking, refusing to let the gossip get to her…but part of her couldn't help but wish that her Clarkie was here, to reassure her. Scott and Jean both kept their expressions impassive, but they occasionally sent each other comforting thoughts through their link…

"What, are you freaks gonna blow up _our_ school, too?!"

At that, Evan spun to glare at whoever had said that, but Scott stopped him. "Let it go, Evan." he said firmly.

"Right. No powers." Evan said, though his voice said he wasn't convinced. "I'm cool." With that near-miss defused, they all headed towards the main entrance…

"Jean!"

Turning, Jean smiled as she saw her good friend, Taryn Fujioka, an 18-year-old Japanese-American girl, around Jean's height and frame, her long, deep-chestnut hair flowing freely, her dark eyes narrowed in concern, wearing her usual dark blue short dress and light blue sweater. "Hi, Taryn." Jean greeted.

Hurrying forward, Taryn quickly hugged her best friend. "Oh, _God_, Jeannie, I am _so_ sorry that I didn't call more often over the summer." she lamented. Her eyes narrowed in annoyance. "My parents have been on the _warpath_ ever since they found out about my 'abnormal' friends!"

Jean lightly smiled. "I hope I didn't get you in any trouble."

Taryn shook her head. "My parents are being _majorly_ hypocritical, Jean. They'll just have to _lump_ it."

Jean's smile grew. "Thanks."

Turning, Scott smiled as he saw his good friend, Paul Andersen, around the same age and height as him, with short, light blond hair, and hazel eyes, in his usual blue t-shirt and khaki pants. "Hey, Shades." Paul greeted.

Scott chuckled. "Hey, Paul."

Glancing to the rest of the staring student body, Paul simply cocked his head towards them. "What's with _them?_"

Scott grinned. "No idea." he replied. "Well, we'd better get to class…"

"Hang on," Kitty murmured, "where's Kurt?"

Looking around, they saw that, sure enough, Kurt was missing. "He must have gone on ahead." Scott thought aloud.

"Probably." Jean agreed. "Which is what _we_ should do." With that, they all headed into the school…ignoring the whispers that followed them.

XXXXXXXX

Quietly slinking into the hallways from a side-door, Kurt, with his image-inducer active, dejectedly headed to his locker, alone in the mostly-empty hallway.

He felt lower than pond-sludge.

'_What is __**wrong**__ with me?!_' he mentally berated himself. He still couldn't believe what he'd just done; the very _second_ that the other students had started to point, he'd started to get flashes of being called 'demon,' or 'monster'…

…and so, he'd bailed before anyone could make the connection.

Groaning to himself, Kurt leaned his head against his locker-door; _nothing_ could make him feel better…

"_Kurt!!_"

Despite his gloomy mood, Kurt automatically smiled as 17-year-old Amanda Sefton, his _liebe_, looped her arms around his torso from behind, nuzzling into his back. "Hey, 'Mandy." Kurt greeted, turning to embrace her. Amanda had donned her usual outfit: a black, shoulder-baring t-shirt, and a pair of dark red jeans; an outfit that accentuated her perfect chocolate skin, as well as her long, shimmery brown hair.

Amanda smiled happily as she returned the hug. "I'm so glad you're back! I was afraid I wasn't going to get to see you!" she exclaimed.

Kurt weakly smiled. "Vell, here I am."

Amanda smiled, and then looked around. "Are the others here, too?"

Kurt's smile collapsed.

Amanda didn't miss that. "Kurt?" she asked. "What's wrong?"

Groaning sadly, Kurt slid down to sit on the floor. "_Ach_, 'Mandy, I am an _uber dumkopf…_" he lamented.

Amanda blinked as she sat down next to him. "Huh?"

Kurt felt _incredibly_ guilty, now. "Amanda…I…I bailed on zhe others as ve came in…"

Amanda frowned sadly. "_Kurt…_"

"I _know!_ It vas a _horrible_ zhing to do!" Kurt cried. "But I didn't _plan_ to do it, 'Mandy; I just _panicked!_" His gaze lowered to the floor. "Amanda, all my life, I have been _terrified_ of being discovered as a mutant; I mean, you know vat I look like…"

"_Yes_, Kurt," Amanda said firmly, "just like I know that any person who doesn't see the _adorable_, _wonderful_ man that you _are_ is _not_ a person whose opinion should matter."

Kurt grimaced. "Oh, _Gott_, I am such a _jackass…_"

Amanda giggled. "_No,_" she corrected, "you were just _scared._ You just need to overcome your fears, Kurt," she leaned her head against his shoulder, "just like I _know_ you can."

As he had often found himself doing whenever Amanda was with him, Kurt sent his gaze skyward, towards Heaven. '_I don't know what I did to deserve You sending her to me, but thank You._' he thought with a smile. Just then, the class bell rang, and the halls started to get crowded. "I…I guess ve'd better head to class." Kurt said, standing up and extending a hand to Amanda. Smiling, Amanda took it, as they headed off to class.

XXXXXXXX

Despite the initial stir that the Institute students' return caused, the second that the class bell rang, every student headed to class…but until they had actually taken their seats, gossip was still the order of the day.

"Did you hear? The school-board let some of the Xavier Institute come back to school for today!" one sophomore girl said to another as they headed to class.

"Yeah; I think the school-board is gonna vote on whether or not to let them _all_ come back, tonight." her friend replied.

"But didn't some of them help Superman and the Justice League, yesterday?" the first thought aloud.

"I think so." the second agreed. "I kinda hope that the board doesn't turn 'em away; most of the Institute kids – like that girl Jean Grey – are actually pretty nice."

The first giggled. "You're just saying that because they're best friends with Superman."

"Oh, what_ever!_" the second exclaimed. "Like _I'm_ the only one! What about that life-sized poster of him that _you've_ got on your ceiling?"

"Well, can you _blame_ me? You've seen his picture!"

The second giggled. "I _know!_ Total _dreamboat!_"

"And have you seen some of those other guys in the League? Like that 'Aquaman' guy and that guy 'Flash'?"

The second nodded, smiling. "They're not bad to look at, either!"

As the two girls continued on their way, they passed by a row of lockers…where the school quarterback and his pals on the football team were gathering their gear.

18-year-old Duncan Matthews scowled to himself as he heard the chatter, his green eyes narrowing in disgust. Duncan was tall for his age, and well-built, with short, blond hair, and he was wearing his usual blue jeans and green sweater under his letterman jacket.

He couldn't believe that the school-board had actually let those _freaks_ come back to school; hadn't they done _enough_ damage?! "I thought you guys had graffiti'd those muties' school." Duncan muttered, glancing to his pals.

"We _tried_, Dunc!" one exclaimed. "But that stupid E.T. and one of his League-freak pals stopped us!"

Duncan's scowl grew; he should've known. He'd figured that a little visit to the newly-rebuilt Institute would be enough to show the muties just how 'welcome' they were in Bayville – namely, that they _weren't_. "That God-damn alien…thinks he can just march onto _our_ planet and start bossing us around, telling _us_ how to live..!" Duncan fumed.

"Hey, man, we _hear_ you." another of his pals said. "They've gotta _go._"

"Well, _how??_" the first asked. "Those F.O.H. guys couldn't take down the alien and the League, and they have _guns_, and everything!"

At that revelation, Duncan frowned. "We'll have to get the muties out of our school, first." he thought aloud. "That way, we'll also show that alien that freaks like _him_ are _not_ welcome on _our_ planet!"

A third spoke up. "I think I got an idea; the school-board said that the muties could only come back to school if they didn't use their powers…"

Duncan grinned. "That right?" he asked. "Well, then, we'll just have to make sure that they _do._"

His grin grew, as he spoke again. "And I know _just_ who to _start_ with…"

XXXXXXXX

'_It's official: this school __**blows.**_' Evan thought to himself, as he gathered his things at his locker. The morning had gone about as well as he'd expected; namely, that his teachers were now looking at him like he might try to pull a gun at any second, while the other students had been gawking at him like a zoo-specimen. Stashing his books in his locker, Evan turned to head to lunch, and meet up with the others…

"_Freak._"

Evan stopped, frowning to himself as a couple of his 'classmates' from Biology walked into view. '_Man I do __**not**__ need this…_'

One of them smirked. "Hey, I think it heard me." he sneered. "What's wrong, freak? Don't like being called names?"

Evan's eyes narrowed. '_Stay cool, Daniels; stay cool…_'

"What are you gonna _do_ about it, freak?" the other snapped. "You don't _belong_ here…"

"_Hey!!_"

Both of Evan's tormentors turned, to see a tall, strongly-built, 18-year-old African-American youth, clad in blue jeans and a simple white sleeveless t-shirt, his dark hair in a short cru-cut, and his dark eyes narrowed angrily. "And to think that I thought people around here actually had _manners._" the youth muttered. "Just goes to show you."

"Hey, stay out of it, pal!" one shouted.

The second sneered. "What, are you a mutie, too?!"

"You _wish_, white-trash; if I _was_, I wouldn't wreck my good behaviour by trashing you two jackasses." the guy replied. "But I'm _not…_which means that I've got _no_ problem with kicking your racist asses in." His eyes narrowed. "So unless you _want_ to get an ass-kicking, I suggest you _step off._"

The two punks glowered at the newcomer…before turning back to Evan. "This isn't over, freak." the first muttered, before he and his pal walked away.

The newcomer chuckled. "Some people, huh?"

"Yeah." Evan agreed, lightly smiling. "Thanks, man." He extended his hand. "Evan Daniels."

The newcomer shook it. "John-Henry Irons." he replied. Chuckling, he added, "But my friends just call me 'Junker'."

Evan arched an eyebrow. "_Junker??_" he repeated.

John shrugged. "Comes from all the extra hours I pull down at the junkyard, after school."

"Cool." Evan replied. "You new here?"

John nodded. "We moved here, a few months ago."

Evan nodded. "Hey, I was just gonna go meet the others; want to come with?"

"Sure." John agreed. With that, the two pals headed to the outside cafeteria, to meet with the others.

XXXXXXXX

After his last class let out, Scott quickly stashed his books at his locker, before heading to the outdoors cafeteria…ignoring the whispering from other students. The morning had been tough – as it likely had been for the others – and he was looking forward to talking to the others. He walked out the door…

…and was immediately blindsided.

As soon as he had stepped outside, two goons in letterman jackets – the football team, he noted grimly – tackled into him, knocking him into the wall. Recovering quickly, Scott knocked both goons away with push-kicks, before readying himself for another attack…as the ring-leader walked forward.

"Hey, Summers." Duncan sneered, smiling cruelly. "Long time, no see."

'_Should've known._' Scott thought. "Not long enough, it seems."

Duncan's cronies started to spread out, surrounding him. "Seems like you muties didn't get the message we left you, last night," Duncan continued, "so I guess we're gonna have to _explain_ it to you."

Scott's eyes narrowed behind his shades. "So that was _your_ idea." he muttered. "Figures."

Duncan glared at him. "You and that bitch of yours made me look like an _ass_, last year, Summers." he spat. "You can't hide behind that _alien freak_, now."

Scott smirked. "_Trust_ me, Matthews; you didn't _need_ our help," he shot back, before recalling Jean's words, the day she'd _dumped_ this jerk-off, "_lughead._"

Duncan's eyes went wide, before narrowing in fury. "I'm makin' _sure_ you use those 'powers' of yours, Summers," he snarled, "because then it's 'bye-bye' Bayville High for you!"

And with that, Duncan swung at Scott, who blocked the punch, twisted Duncan's arm into a submission lock, before shoving him away. Duncan quickly recovered. "That _all_ you got, mutie?!" he shouted. "What, you don't got the stones to use those eye-blasts of yours?!"

Scott glared at him. "Oh, _believe_ me, Matthews; I'd _love_ to." he snapped. "But you're not _worth_ it." With that, he turned to go…

Snarling, Duncan charged Scott and pinned his arms behind his back, before tossing him towards his pals, who quickly grabbed his arms. "So where's that 'super-freak,' Summers? How come he's not zooming in to 'save the day'?" Duncan mocked. To emphasize his point, he cupped his hands around his mouth, and shouted out, "Hey, Super-Freak! I'm gonna kick your pal's ass, and there's _nothing_ you can do about it!!"

No response.

Duncan smirked. "Guess he doesn't care." he sneered. "Some 'hero'!" With that, he reached over and took Scott's shades, forcing Scott to shut his eyes. Laughing, Duncan put the shades on. "Hey, look at me! Now _I'm_ 'cool'!" Duncan mocked, causing his cronies to laugh…and giving Scott the opening he needed.

Lightly hopping backwards, Scott pulled his arms towards each other, causing Duncan's flunkies to crash into each other. Kicking one away, Scott grabbed the other in a judo-throw, and tossed him into Duncan, knocking him down.

Duncan promptly got back up, his eyes narrowed in utter _hate._ "You've _had_ it, Summers!!"

"Bring it on, Matthews." Scott said, his brow furrowed in determination. "I don't _need_ my powers to take _you_ down." He chuckled. "_That's_ why Superman didn't show; he's got _better_ things to do than mop up trailer-trash like _you._" Snarling, Duncan and his pals closed on him…

"Leave him alone."

Arching an eyebrow, Duncan turned to see Kurt standing there. "Buzz off, shrimp."

Kurt didn't move. "He didn't do anyzhing to you." he said softly. "Please, leave him alone."

Duncan laughed. "Why?" he sneered. "Are you a mutie, too?"

Kurt took a deep breath. "And vat if I am?" he replied. "Zat still doesn't make vat you're doing right."

"Hey, Dunc, I think he _is!_" one of Duncan's pals exclaimed. "_Yeah!_ I've seen him hanging out with the other muties, last year!"

Sneering, Duncan turned towards Kurt. "Well, well," he laughed, "_two_ freaks for the price of _one..!_"

"Is there a problem, here, gentlemen?"

Startled, Duncan looked up and spotted none other than Principal Edward Kelly; Bayville High's Principal was in his usual casual brown suit and tie, his brown eyes narrowed behind his glasses, one eyebrow arched quizzically.

"No problem here, sir." Scott said. "I'd just lost my shades, and Dunc had found 'em." He glanced to Duncan. "Right, Dunc?"

Duncan glared at Scott, wanting nothing more than to say that Scott had jumped him…but the situation wouldn't have backed up that claim. "Right." he muttered, taking off the shades and handing them to Scott.

His eyes narrowed warily, the Principal glanced to Duncan, and then to Scott. "Get to lunch, both of you," he said, "and I don't want to see any more monkey-business…from _either_ of you." His gaze fell to Duncan as he finished his statement, before heading off.

Scowling, Duncan and his pals turned to go. "You muties won't last the _week._" Duncan snarled. "We're gonna run you freaks _right_ out of Bayville High!" With that, Duncan and his goons stormed off.

Putting his shades back on, Scott smiled at Kurt. "Thanks for the assist."

"No problem." Kurt answered, before his expression turned sad. "Sorry for bailing, earlier; I…I kinda panicked…"

Scott smiled wryly. "Can't say I blame you, Fuzzy." he said. "Come on; let's go get lunch. The others are probably waiting for us." With that, they both headed off, to find the others.

XXXXXXXX

Unbeknownst to either of them, someone had seen that little brawl.

Crouched low on top of an adjacent building, across the road from the school, a single figure, clad in a jet-black stealth-suit, his face covered by a full, black face-mask, lay hidden, watching the school with a pair of high-tech binoculars. "Stealth One to Command; I am observing the kill-zone." he spoke into his communicator, broadcasting over a heavily encrypted frequency, bouncing the signal through several satellites to avoid tracing.

"_Excellent work, Stealth One._" came the sinister female voice. "_Do you see the Grey girl?_"

"Confirmed; secondary target is in my sights." the figure said. "Request permission to take the target out."

"_Denied, Stealth One. Our associate wishes the girl's death to serve as an example to mutants; having her killed at the same time as Xavier will send a better message._"

The figure scowled. "If I try to get both Xavier and the girl tonight, their _friends_ might get wise."

"_Then distract them, Stealth One._"

"How am I supposed to..?!" the figure snapped…and then he smiled. "Put me through to Creed, Command; I've got an idea…"

XXXXXXXX

As he and Kurt walked into the outdoor cafeteria, Scott smiled as he saw the others, plus Taryn, Paul, Amanda, and a newcomer, sitting at their usual table, before walking over. Seeing him, Jean smiled back. "Hey," she greeted, "I was wondering what was taking you."

"Sorry." Scott said as he sat down. "Just had a little run-in with our old pal Duncan."

Jean's eyes went wide. "A-Are you okay..?"

"Yeah, I'm fine, Red; don't worry." Scott answered. "Just Dunc's usual jackass antics with a racist twist; nothing I wasn't expecting."

Jean's cherry eyebrows narrowed at the mention of her ex. "Just when I had thought that I had _seen_ the limits to his jackass behaviour…_ugh!!_"

"Amen to that, Jean." Taryn agreed. "Good thing you dropped him when you _did._"

The new guy nodded. "I think the current theory is that jackasses like Matthews spawn on mouldy gym floors." Glancing to Scott, he extended his hand. "John-Henry Irons." he greeted. "Folks just call me Junker."

"Scott Summers." Scott replied. "My friends also call me Cyclops," he grinned, "but 'Cyke' or 'One-Eye' also work."

"Good to know." Junker replied. Glancing at the rest of the student body gawking at them, he snorted. "Nice reception you guys are getting; Doctor King must be rolling in his grave."

"I _know!_" Amanda agreed. "You'd think people would _know_ better, by now!"

Sitting down next to Amanda, Kurt smiled. "Zat's vhy zhe X-Men and zhe Justice League are around, 'Mandy." he said.

"Good to see you're talkin' to us again, little bro." Rogue said.

Kurt lowered his gaze. "_Ja_…I just got a bit freaked." he said. "My bad, guys; von't happen again."

"Hey, don't worry, Fuzzy." Alison said. "We keep forgetting that you have a bit more to hide than the rest of us did."

"Yeah!" Kitty agreed. "I guess we can understand, Kurt."

Kurt smiled. "Zhanks, guys."

"Hey, mind if we join you?"

Turning, Scott was surprised to see Todd and Fred, standing there. "Not at all." Scott replied.

"Hey, I _thought_ I saw you guys in Shop Class!" Evan exclaimed.

"Yep." Todd said. "Me an' Fred decided to give this place another try."

"Good to hear." Jean said, smiling. "We haven't seen much of either of you, all summer."

"Oh, you know; we've just been doing our own thing, keeping our heads down." Fred said.

"Smart _hommes._" Remy said.

Looking around, Todd frowned. "Isn't Cuddlebumps here?"

"Nope; sorry, Froggy, but Wanda didn't come." Evan quipped.

Alison giggled. "Why, Todd? Gonna try and 'serenade' the poor girl, again?"

Todd chuckled. "Hey, Blondie, I might not be up to _your_ standards, but that's just how I feel about my Snugglebunny!"

Fred shook his head. "Hey, cut him some slack; he braves that guy Logan's claws every time he tries it."

"He's got a point, there." Paul chuckled.

"What can I say?" Todd asked, sighing – a perfect, lovesick fool. "She just makes a guy wanna…brush his teeth."

"_EW!_" Taryn cried. "_God_, Tolansky, some of us are trying to _eat!_"

"_Yeah_, Todd! _So_ did not need to hear that!" Kitty exclaimed.

Lance laughed. "Trust me, Kit; that was _nothing._ Remember, I used to _live_ with these slobs!" he quipped.

At that moment, the class bell rang, signalling the end of lunch. Rogue sighed. "Here we go, again." she muttered. With that, they all got up, and headed back to class.

Hopefully, Clark was having a better day than they were.

XXXXXXXX

_Daily Bugle, New York City_

"_PARKER!!_"

Hearing the trademark bellow of his boss, Peter Parker hurried into JJ's office. "You called, Mr. Jameson?"

"Isn't Kent here, yet?" Jonah said, as he typed away at his computer. "He's supposed to be here, by now."

"He should be here soon, sir." Peter replied. "From what he told me, his university classes were only in the morning."

Jonah nodded absently. "Fine, then." he said. "In the meantime, Parker, you can get acquainted with our new intern; I've decided to make yours and Kent's duo into a _trio._" He then called out, "_SULLIVAN!!_"

Seconds later, a fairly tall, slim, 20-year-old young woman, with mid-length light blond hair and light green eyes, clad in a mid-length black skirt, a white short-sleeved blouse, and a light green jacket over it. "Yes, Mr. Jameson?" the young woman asked.

"Sullivan, meet Peter Parker; he'll be the photographer you'll be working with. Parker, Chloe Sullivan." Jonah said. "For now, Parker, show Sullivan to her desk; it's the one next to Kent's. When Kent gets here, I want you three to report back." With that, his gaze returned to his computer, as Peter and Chloe left the office.

Once they were outside, Chloe sighed. "Nice guy."

"Wait 'till you see him on a _bad_ day." Peter quipped. "It's…nice to meet you, Ms. Sullivan."

Chloe smiled. "Call me Chloe."

Peter smiled back. "In _that_ case, call me Peter." he replied, extending his hand.

"Nice to meet you, too." Chloe replied, shaking it. "So, who's this other guy we're working with?"

"Oh, that'd be Clark." Peter replied. "He's a good guy."

Chloe blinked. "Clark _Kent?_" she asked. "From Smallville, Kansas?"

"You know him?"

Chloe nodded. "We went to grade-school together, back in Smallville." she replied. Peter nodded, and then he glanced behind her, spotting Clark walking in. Chloe followed his gaze…and blinked. "Is that Clark??"

Before Peter could answer, Clark – true to his clumsy persona – stepped in a nearby empty janitor's bucket, tripping and falling flat on his face.

Chloe chuckled. "Oh, yeah; that's Clark, alright."

Peter chuckled. "Hey, Clark, come meet our new partner!"

Picking himself up, Clark walked over. "_Partner??_" he exclaimed. "When did..?" but he stopped as he recognized their new colleague. "_Chloe??_"

Chloe smiled, giving Clark a friendly wave. "Hey, Clark."

"Oh my God, I don't _believe_ it!" Clark exclaimed, giving her a hug. "How are you?"

"Pretty good." Chloe answered. "I transferred to Bayville U after spending a year at Metropolis U; I managed to get into the Journalism internship program…and here I am!"

Peter chuckled. "You poor girl." he quipped. "So, you and Clark were friends?"

Chloe nodded, smiling. "We probably weren't as close as Clark was with Lex, Arty, Wally, Vic, and Ollie, but we were still pals." Chuckling, she added, "But given what you six lunatics always got up to, maybe that was for the best!"

Laughing, Clark nodded. "True enough!" he agreed. "Well, it's great to see you again, Chloe!"

"You, too." Chloe replied. "I guess we'd better go see Mr. Jameson, before he gets mad."

Peter chuckled. "How can you tell the difference?" he quipped. Chuckling, the three of them headed back to their boss' office.

As they walked in, Jonah looked up. "Glad you could drop by, Kent." he said. "This evening, I want you and Sullivan to cover the Bayville school-board meeting; tonight, they'll be voting on whether or not to allow mutants to attend public school – their decision could set a precedent for the entire country, and I want the two of you there, covering it!"

Clark nodded. "We'll be there, sir."

"Good." Jonah said. "Parker, I'll want you to stick around and cover the LexCorp press-conference; Kent's pal Luthor's supposed to be announcing his latest project."

"No problem, boss."

Jonah nodded…and then handed them three piles of files. "In the meantime, you three can catch up on your paperwork; I'll need those files filled out before the end of the day." Sighing, the three of them each took a pile, and headed to their desks.

As they left JJ's office, Chloe sighed. "Why do I get the feeling that this is just make-work that he decided to pass onto the lowest rungs on the ladder?"

"Probably because it _is._" Peter quipped.

"Welcome to the world of Journalism, Sullivan." Clark quipped. His tone turned serious. "So, what's _your_ take on the whole 'mutant issue'?"

"I think it's _awful_, how some people treat them." Chloe said, her eyes narrowed as they each sat at their desks. "_God_, it's as if the entire civil-rights movement never even _happened!_ The _second_ some new group pops up, some people go _right_ back to the Civil War!"

"You _said_ it, sister." Peter agreed.

Glancing to her hefty pile of paperwork, Chloe sighed. "I'd better go get some coffee; I think I'll _need_ it." she said. "You guys want anything?"

"Nah, I'm good." Peter answered.

"Me, too." Clark added. With that, Chloe simply headed to the coffee machine.

Glancing to Clark, Peter whispered, "Well, looks like it's gonna be a bit harder for either of us to take a 'leave-of-absence'; we're gonna have to work out a rotating schedule, or something."

Clark chuckled. "Sounds like a plan." he replied softly, before returning to his work.

He wondered how the others were doing.

XXXXXXXX

_Bayville High_

The afternoon proceeded fairly normally – considering the circumstances – and soon, the bell rang for the last class of the day to begin. As he headed into the hallway, Duncan scowled to himself; his plan to spook the muties _and_ get even with that jerk-off Summers had fallen through, and he was currently out of ideas. There _had_ to be some way to get rid of the freaks…

Suddenly, his cell-phone started ringing. Duncan promptly answered it. "Hello?"

"_I've been told that you don't like mutants._"

His eyes narrowing in suspicion, Duncan answered, "Yeah? Well, who _doesn't?_"

The voice chuckled. "_I'm glad to hear you say that, Mr. Matthews. I think we have a lot to talk about._"

Duncan scowled. "Look, if this is some kind of prank-call..!"

"_There's nothing funny about this, Duncan. Mutants are a very real threat; they mean to __**replace**__ good people – __**normal**__ people – like you and I. I'm glad to hear that you're taking them seriously._"

Duncan's scowl lessened. "Yeah, and if _they_ weren't bad enough, we've got that _alien_ freak and his Loser-League flying around." he replied. "I mean, who the _hell_ does he think he is?! Who said he could tell us what to do?!"

"_**Exactly!**_" the voice agreed. "_Weren't his kind __**wiped out**__? Isn't that __**proof**__ that he has no place here, or anywhere __**else**_"

"You _said_ it, pal!"

The voice chuckled. "_I think we should meet and talk things over, Duncan…but I'd like you to do one little thing for me._"

Duncan arched an eyebrow. "Yeah? And what's _that?_"

The voice laughed. "_It's nothing you won't __**enjoy**__ doing, Duncan._" he replied. With that, he began to detail his little 'favour'…and Duncan smiled.

The guy was right; he _would_ enjoy doing it.

XXXXXXXX

In the school gym, Jean and Taryn, along with the rest of the girls' basketball team, were playing a little two-on-two; it was the last game before gym class ended, and the score was tied at four – the first to five won. As Taryn stole the ball, Jean got into position for a pass…but one of her opponents elbowed her, knocking her to the ground. "Oops. Sorry." the girl sneered, before intercepting the pass and heading for the net. Her eyes narrowed, Jean quickly got up and ran after the ball; as the girl made a pass, Jean intercepted the ball, and made a fast pass to Taryn, before darting to the net; Taryn closed on the net, but was stopped by the second girl. With expert aim, Taryn bounced the ball low to the floor as she passed it to Jean, who caught it and executed a perfect dunk.

Taryn cheered. "Way to go, Jean!"

"No fair!" one of their opponents shouted. "She used her mutant powers!"

Jean's eyes went wide. "_What?!_"

"It's true! I saw her!" the other girl accused.

"Oh, come _on!_ That's baloney, and you _know_ it!" Taryn snapped. "Jean didn't use any powers to make you suck at basketball; you've _always_ sucked!"

"Alright, that's enough!" the coach shouted. "Grey and Fujioka won, fair and square."

"But she _cheated!_" one girl cried.

"Not from what _I_ saw, ladies. You got any _proof_ of that?"

The girl froze. "N-No, but..!"

"Then hit the showers." the coach said. Scowling, the girl and her friend walked off.

Jean lightly smiled. "Thanks, coach."

The coach chuckled. "Contrary to what some of the other teachers might indicate, not _everyone_ hates you and your friends, Grey." he said. He lightly smiled. "Besides, I owe your red-and-blue pal. You know that little girl he saved, the day you went public?"

Jean nodded, remembering that day – the day their lives had turned upside-down; a Sentinel had fired a missile, but it had gone wide, heading for a park…where a little girl and her family had been strolling. The girl would have been killed…but Superman had shielded her with himself; it had been the first time he'd been seen. "Yeah."

"She was my niece." the coach said. "So, next time you see him…thank him, will you?"

Jean smiled. "I will."

"Good." the coach said, before his expression returned to its normal, gruff state. "Now hit the showers, ladies." With that, he headed off.

Taryn chuckled. "Well, it's a small world, after all."

Jean nodded. "Kal would know better than anyone." she agreed. With that, she and Taryn headed to the bleachers, gathering their gear, and started to head to the locker-room.

Jean was about to head into the locker-room…when she happened to see movement in the nearby trophy-room. "I'll catch up with you later, Taryn." Jean said, before heading to the trophy-room…where she found Principal Kelly, packing up several trophies…including the State Championship trophy that the Girls' Soccer Team had won. "Principal Kelly?" she asked. "What's going on?"

Edward sighed. "I'm afraid that there's been an inquiry, Jean." he answered. "Several schools are saying that some of our trophies weren't won fairly."

Jean gulped. "W-What are they accusing the school of?"

Edward looked her in the eye. "Jean, you don't need mind-reading powers to know what the accusations are." he said flatly.

Jean froze. "Is…Is that what _you_ think..?"

"I think that a _lot_ of strange things have happened over the past year, Jean; things that I've never been able to explain, until now." Edward said. "There was the pep-rally at the start of last year; _something_ tells me that there was a bit more involved than a simple gas-leak. Then there was the fact that I was nearly _mauled_ by some kind of…of _beast!_ There was the Sadie Hawkins' Dance; the attack by that machine, and likely a dozen _other_ things that I don't know about." His gaze hardened. "A lot of people could say that you're a menace."

Jean flinched, hurt by her Principal's accusation. "P-Principal Kelly…"

"But _other_ things have happened, Jean." Edward continued. "Something tells me that, whatever _really_ happened at the pep-rally, people _could_ have been hurt…but _no-one_ even had a scratch. Furthermore, whatever that beast was, I'm pretty sure that it was your Kryptonian friend that saved me, that night. And as for the Dance-incident, I know I saw you and your friends fighting off those…whatever they were." He sighed. "_Are_ mutants a menace?" he asked aloud. "I honestly don't know, Ms. Grey. That question is best left to philosophers and scientists…and I am _neither._"

Jean's expression lightened. It was an honest enough answer.

"Now, do I believe that you and your friends _could_ have cheated?" Edward asked. "_Possibly._" He wryly smiled. "Do I believe that you _did?_ _No._ I may not know much about genetics or philosophy, but I like to think that my experience as a principal lets me tell a good kid from a bad one; unless you've got some alternate-personality that I don't know about, you're not the type to cheat, Ms. Grey. That's why I'm going to fight these allegations."

In the back of Jean's subconscious, Phoenix laughed. '_**I think I've just been insulted; I have never cheated in my life!**_'

'_Oh, hush._' Jean admonished with a mental laugh. "Thank you, sir." she replied. Then, she paused. "Mr. Kelly?" she inquired. "I hope you don't mind me asking, but…are you related to a Senator _Robert_ Kelly?"

Edward grimaced. "So, you've _met_ my big brother."

Jean smiled guiltily. "Once or twice." she answered. "I…can't say we enjoyed the encounters."

Edward smiled wryly. "Try being _related_ to him." he joked, before sighing. "Bob's an alarmist, to put it mildly; half of the more 'extreme' measures this government uses were likely _his_ idea. In the wake of 9/11, he had a _field-day._" His expression turned sad. "And I hate to say it, Miss Grey, but after your friends' 'introduction,' Bob might do it, again."

Jean smiled weakly. "Well, sir, hopefully, between us and the League, we can change people's minds."

"I suppose we'll see." Edward said. "And I guess I'll see you at the school-board meeting, tonight." Jean nodded in agreement, before turning and heading to the locker-room.

XXXXXXXX

As the final bell rang, the student body poured out into the hallways, eager to head home. Gathering her things, Alison headed to her locker; the last class had ended not a moment too soon…

"_Can you believe __**she's**__ still singing..?_"

"_**God**__, if it was me, I'd never show my face, __**again**__…_"

"_How is __**that**__ freak still on top of the charts..?_"

Alison simply closed her eyes, trying to block out the chatter, momentarily wishing she didn't _have_ ultra-sharp Kryptonian hearing. She tried to tell herself that they were just petty, jealous, and small-minded…but it _still_ hurt…

"Um…M-Miss Blaire?"

Turning, Alison saw a 15-year-old freshman girl, looking incredibly nervous, holding a notebook. "Uh…I-I don't mean to bother you…b-but…c-can I have your autograph?" she stammered. She lowered her gaze. "I-I know you're probably really busy, w-what with being a star and a superhero and everything, b-but…"

Alison smiled warmly. "I _always_ have time for my fans." she replied, causing the girl to smile. Taking the notebook, Alison took out a pen. "So, who do I make this out to?"

"A-Alice."

Signing her name and addressing it to Alice, Alison handed the notebook back to her. "Here you go." Alison replied. "I hope you have a great year!"

"Y-You, too, Alison." Alice replied, smiling. "A-And don't listen to these jerks; there are _lots_ of people who think you and your friends are _awesome…_"

Alison's smile grew. "Thanks for reminding me." she said. "See you." Smiling at that, Alice hurried off, as Alison went to meet up with the others.

As she walked through the corridors, she met up with Kurt, Kitty, Lance, Evan, Rogue, and Remy, who had been talking with Todd and Fred while heading to meet up with Scott and Jean. "Hey, guys." she greeted. "Tough day?"

Rogue half-glared at her. "Don't ask."

"Welcome to _our_ world, Stripey." Todd quipped.

"So, are you guys coming to the school-board meeting, tonight?" Kitty asked.

"Dunno. Hadn't thought about it." Fred answered.

"Might be a good idea," Lance suggested, "since, you know, it affects you guys, too."

"Eh. Maybe." Todd said. "Well, I guess we'll see you guys around." He grinned. "Tell Cuddlebumps I said hi!"

Evan chuckled. "No problem, Romeo." With that, Todd and Fred headed off, while the rest of them continued on, to meet up with Scott and Jean.

As they reached Jean's locker, they saw that Scott was already there…and he looked _steamed…_most likely from whatever had caused Jean to look so upset. "What's wrong?" Alison asked.

"Someone has a _sick_ sense of humour." Scott answered, gesturing to Jean's open locker. Walking over, Alison peered in…and saw the note.

_Bang! You're dead, mutie bitch._

Alison scowled at the note's message. "_God_, don't these jackasses ever _quit?!_"

Kitty looked worried. "Are you okay, Jean?"

"Yeah." Jean said softly. "Just…just a little freaked-out."

Kurt's expression mirrored Kitty's. "Vat should ve do?" he asked. "I mean, zhis is obviously a death-threat…"

"Could they be _serious?_" Alison asked.

"Whoever did this got into Jean's locker, Ali. That sounds serious enough to me." Scott said.

"This might be about the meeting, tonight." Jean said. Her expression saddened. "As if I didn't have _enough_ to worry about…"

At that, Scott smiled, placing a comforting arm around Jean's shoulder. "You'll do _great_, Jean. I _know_ it."

Jean smiled weakly. "Thanks."

"So, Fearless, y' got any idea what t' do 'bout dis?" Remy inquired.

Scott thought for a moment…and then smiled. "_We_ can't use our powers to investigate," he said, "but the school-board never said _anything_ about our _friends…_"

XXXXXXXX

_Daily Bugle_

It was mid-afternoon by the time Clark finished his pile of paperwork; glancing at the clock, he figured that the others would be getting out of school, by now.

He hoped that things had gone well at school.

Looking to his left, Clark saw that Chloe was still working at her files, but she was just about done; he'd had to go at a slower pace to avoid rousing her suspicion that Clark Kent was more than the super-klutz she knew as a kid.

Clark sighed to himself; he hated to admit it, but having Chloe around was a potential risk to his activities as Superman. With just Peter as his partner, he hadn't needed to explain his frequent absences…but Chloe was _bound_ to get suspicious every time he had to zoom off on his 'errands.' Worse still, Chloe, despite being a good friend, was naturally curious; back in Smallville as a kid, he and his pals had a few close calls when "Snoopy Sullivan" had started to sniff around their capers. If she started suspecting for even a _minute_ that something was up…

Just then, Clark's belt-communicator started to softly beep under his clothes. Clark gulped. "Uh…I-I need to step out for a minute."

Chloe looked up, an eyebrow arched. "_Now?_"

"Uh, yeah; I've got a couple errands I need to run." Clark replied.

Chloe looked quizzical…and then nodded. "Okay, Clark; I've got a bit more paperwork to do – just be back before we have to head to Bayville."

"I will, Chloe." Clark promised, before he hurried off, heading towards the elevator, making sure it was empty, before darting in. Taking out his communicator, Clark saw that it wasn't a Beacon-alert, but Scott trying to contact him. He promptly flipped it open. "Boy Scout here, Slim Shady. What's wrong?"

"_We have reason to believe that Jean may be in danger, tonight, Big Blue; we found a threatening note in her locker, just now._"

Clark's eyes narrowed worriedly. "Any leads?"

"_None yet, Boy Scout. The list of potential suspects in this school starts with Duncan and goes around the block. Twice._"

"Swell." Clark said. "I'll notify the League; we'll try and stake the place out, tonight. For now, why don't I do a sweep of the school, and see if I can pick up any clues?"

"_Thanks, Boy Scout._"

Clark smiled. "What are friends for?" he replied. "Boy Scout out, Slim. Good luck."

"_You, too._"

Switching off his communicator and putting it away, Clark looked up, and found the elevator's upper hatch. Opening it, Clark flew up through the elevator shaft, removing his work-clothes and inducer, revealing his uniform underneath. Hiding his disguise inside the elevator shaft, Superman opened the maintenance hatch and flew off towards Bayville, shaking the air in his wake.

As he flew, Superman clipped his ear-piece into his ear, and hailed the Watchtower. "Boy Scout calling Eye in the Sky; you get that?"

"_Affirmative, Kent._" came Batman's voice. "_Beacon has also intercepted several heavily encrypted transmissions; we've just decoded them – someone __**is**__ going to try something at that meeting._"

Superman's eyes narrowed. "Source?"

"_Unable to determine; whoever sent that signal was good at masking it. By the time Beacon traced it to its original source, they were long gone._"

Superman nodded. "Regardless, I was going to do a sweep of the school and the immediate area, and I could use an extra set of eyes; anyone close by?"

"_Shayera's just finishing up her patrol in that sector; I'll radio her and notify her of the situation._"

"Understood, Black Knight; Boy Scout out." Superman said, ending the transmission, before flying on towards Bayville.

Within minutes, Superman had reached Bayville High, now mostly empty, and stopped in mid-air, looking around, and spying Hawkgirl approaching from the north. "Boy Scout calling Wing-And-A-Prayer; I'm at your twelve. Thanks for the assist."

"_Not a problem, Kal; if any of our friends are in danger, it's the __**least**__ I can do._" Hawkgirl answered over the radio. "_I'll sweep the east side, and you take the west?_"

"Sounds like a plan." Superman agreed. "Let's keep our eyes peeled. Call me if you find anything." With that, he ended the transmission, and began to fly over the school and the nearby area, sweeping it with his X-Ray vision, giving the place a once-over before he headed down for a closer look.

XXXXXXXX

After school had let out, Duncan and the rest of the football team had stuck around for a bit of practice; with the start of the football season coming up, Duncan and a few of his pals were looking to get recruited – unlike those freaks, he and his pals were _going_ places.

When they had finished, Duncan and his team headed out of the school towards their vehicles; after giving that mutie bitch a good scare, Duncan figured that a little celebration was in order…

Suddenly, a sonic boom shook the air, nearly making Duncan jump out of his _skin._ "_What the hell?!_" one of his pals cried.

"_Jeez_, man, someone must be settin' off fireworks or something…" another muttered. Duncan frowned to himself; that was no firework-blast. _That_ sound was the kind that fighter-jets made as they flew overhead; Duncan cast a glance to the sky…

"_Son of a __**bitch!!**_" Duncan shouted, as he spotted the blur of red-and-blue, circling _their_ school! "There he is! Flying around our school like he _owns_ the place!!"

One of his pals gulped. "Come on, Dunc; let's bail before he spots us…"

Duncan's eyes narrowed in anger. Everywhere that alien went, people likely bowed in fear to him.

Well, not _here._ This was _their_ school; _their_ turf.

Seeing the alien suddenly drop altitude, Duncan turned, and walked towards where it had landed, his pals reluctantly following him.

It was time to teach that freak a _lesson._

XXXXXXXX

After doing a quick sweep of the school – and finding nothing – Superman quickly descended, before darting into the school at super-speed, heading to Jean's locker. After reaching it, and making sure that the coast was clear, he looked to the nearby garbage can, where Jean had tossed the threatening note before she and the others had left, and took out his communicator, sweeping a scan-beam over the note, scanning any fingerprints that the culprit might have left. "Boy Scout to Black Knight; I'm sending you a scan of the evidence."

"_Copy that, Boy Scout. I'll run the prints against the school registry, omitting the Institute students._"

"Confirmed." Superman said. "Hawkgirl, anything on your end?"

"_Nothing I can see, Superman; my scanner isn't getting any weapons-signatures, either._" Hawkgirl replied. "_I'm heading back to the Tower; John will give me a lift there._"

"Understood, Hawkgirl. I'm heading out, too." Superman replied. "Boy Scout out." Shutting off his communicator, Superman darted towards the nearest exit, before anyone saw him, emerging onto the soccer field. Pausing, Superman looked around the field, as well as the school nearby; not for the first time, he couldn't help but wonder what his life would have been like had he attended high school, and hadn't left home when he had…

Still, there was no sense in dwelling on the past.

Looking to the sky, Superman was about to fly off, when he heard footsteps approaching him; turning, he saw about a dozen teenagers, all in letterman jackets, approaching him, led by Jean's ex, Duncan, he believed. "Oh, don't mind me; just admiring the view." Superman said pleasantly.

Duncan's eyes narrowed. "We're _not_ afraid of you." he snarled. "You _got_ that, space-freak?! _None_ of us are scared of you!!"

Superman calmly folded his arms. "_Good._" he replied. "I don't _want_ anyone to be afraid of me."

Duncan was momentarily surprised by that statement, but he quickly recovered. "You don't _belong_ here, space-freak." he spat. "This is _our_ world!"

"I've never said otherwise."

Duncan scowled. "We don't _need_ you and your League-freaks telling us what to do, space-freak!" he yelled. "So take your stupid League and _get off our planet!!_"

Superman frowned. "I think you've got the wrong idea about us, friend." he said calmly. "We're just an example; whether or not you follow it is up to _you._"

At that, Duncan's pals started to murmur.

"Now, I'd _love_ to stay and chat, but I'm needed elsewhere." Superman finished. "Been nice talking to you." With that, he took to the air.

Duncan smirked. "I _knew_ it! You're nothing but a _chicken!!_" he sneered.

"Whatever you say, friend." Superman replied flatly. "Whatever you say." With that, he flew off.

As he flew, Superman hailed the Watchtower. "Batman, check those prints against a 'Duncan Matthews'." he said. "I think I've got a hunch."

"_I already did, Kent; we've got a match._"

Superman frowned. "Looks like we've got our culprit."

"_This is still circumstantial, Superman; we're going to have to catch him in the act._"

"Agreed." Superman replied. "You and the others can cover the school; I'll keep an eye on things at ground-level."

"_Understood._" Batman agreed. "_Black Knight out._" With that, the transmission ended, and Superman flew on, towards New York City.

XXXXXXXX

As the alien flew off, Duncan smirked. "What'd I tell you guys? It's nothing but a _chicken!_" he declared. The rest of the team still looked apprehensive at that statement, to Duncan's annoyance; after all that, they were still spooked by it…

In the back of his head, Duncan knew why; despite his words, he knew that the alien hadn't been scared off. He'd seen enough nerds and geeks cower before him and his pals to recognize fear when he saw it; that alien had just brushed him off, as if he wasn't _worth_ the effort..!

Just then, Duncan's cell-phone rang, and he answered it. "Yeah?"

"_Hello again, Duncan. I trust that you've handled your little errand?_"

Duncan smiled. "Yeah; spooked the mutie bitch good." he answered. "Plus, I had a run-in with the alien; looked it right in the eye."

The stranger chuckled. "_Well, that was certainly brave of you; well done._"

Duncan chuckled. "That freak doesn't scare me; could've taken him."

The stranger's tone turned serious. "_There's a line between courage and foolishness, Duncan. Make no mistake: the freaks of the League and the Institute are dangerous; the Kryptonian could likely decimate an entire flotilla of Sentinels __**alone.**__ That's why they need to be off-guard; that's why we had you plant that note._"

Duncan calmed; he hated to admit it, but this guy had a point. "So, what now?"

"_Now, we make our point to the freaks, as well as send a message to those who would support them._"

Duncan smiled. "Sounds like a plan."

"_Good._" the stranger said. "_And you needn't worry too much; you and your friends will have assistance._" At that, Duncan grinned, and simply listened as his new friend started to outline his plan.

XXXXXXXX

As night fell over Bayville, blanketing the town, Bayville High's auditorium was still lit with activity, as concerned parents and school-board staff piled in, eager to put the mutant matter in the school to rest, one way or another.

Jean couldn't help but feel nervous as she looked around at the assembled crowd. '_Keep it together, Grey; you've spoken in front of crowds, before…maybe not for these kinds of stakes, but still…_'

Glancing to Professor Xavier sitting next to her, Jean took a calming breath; she and the Professor, being two of the speakers, had to arrive early, and the others weren't here, yet. The Professor sensed her anxiety, and smiled gently. "You'll do fine, Jean." he assured her. "I wouldn't have asked you if I hadn't every confidence in you."

That made Jean feel a _little_ better, but she couldn't help but feel nervous; looking at the crowd didn't help. Even with her mental shields up, she could _feel_ the waves of disapproval from the gathered parents, ready to keep them out to protect _their_ kids; the school-board staff weren't much better – Principal Kelly, as he'd said, was reserving judgement, but several of the board weren't so understanding…including Michael Matthews, Duncan's father, a big-time lawyer and town councilman, looking very much like an older version of his son. Ever since she had _dumped_ Duncan, it was easy to tell that she'd made his bad-books…and that was _before_ he'd known she was a mutant.

'_**It'll be okay, Jeannie.**_' came Phoenix's soothing voice. '_**We're all behind you.**_'

At that, Jean smiled. '_Thanks._' she thought back. Jean took another deep breath; the meeting would start soon, and she needed to get rid of her worries…although it would have helped to see another friendly face…

"Professor Xavier?"

Looking up, Jean was surprised to see Clark, in his work-attire, standing there, along with another young woman. "Clark Kent, Daily Bugle." Clark introduced himself, extending his hand to the Professor…and "almost tripping" over a chair nearby. "It's an honour to meet you, sir!"

Smiling, the Professor shook his hand. "I assure you, Mr. Kent, the pleasure is ours." he replied, before gesturing to Jean. "This is one of my students, Ms. Jean Grey."

"We've met." Jean said. "Mr. Kent interviewed me as Bayville High's MVP, last year."

Clark nodded, before gesturing to his colleague. "This is Chloe Sullivan; she and I will be covering this meeting for the Bugle."

Smiling, Chloe shook the Professor's hand. "Professor, if you don't mind, could we have a few minutes of your time after the meeting?"

"Of course, Ms. Sullivan; I'd be happy to."

Clark smiled. "Well, good luck, tonight!" he said.

Jean smiled back. "Thanks!" she replied. With that, Clark and Chloe headed off, likely to get statements from other speakers.

Jean smiled after her friend. '_Thanks, Clark._' she thought to herself…before calming, reviewing her speech's points in her mind…and hoping for the best.

XXXXXXXX

After speaking with Jean and the Professor, Clark and Chloe walked further into the school's auditorium. "So, what did you think of Professor Xavier?" Clark inquired.

Chloe lightly smiled. "He seemed nice; kind of like a favourite uncle." she replied. Her smile grew. "One you'd be hard-pressed to lie to and get away with it!" she joked.

Her expression turned serious. "Clark…I didn't want to bring this up in front of Peter, but…you just _vanished_, all those years ago." she said. "Where did you _go?_"

Clark gulped. "Chloe…you knew I was adopted, right?"

"Yeah." Chloe replied. "You went looking for your birth-parents?" Her expression turned lightly accusing. "You couldn't have sent everyone a _letter?_ A lot of people were _worried_ about you, Kent…including _Lana._"

Clark was mildly surprised to hear that; back in Smallville, Chloe had been good friends with Lana Lang, his childhood crush. "I'm…I'm sorry if I worried you all," he admitted, "but…but I couldn't come back; not then."

Chloe seemed satisfied with that. "So, did you find them..?"

"They're dead."

Chloe's eyes widened. "Oh." she replied. "S-Sorry…"

"You didn't know." Clark answered. He lightly sighed. "So, how's Lana doing?"

"We lost touch, a while back." Chloe replied. "Last I heard, she wanted to get into Fashion Design."

Clark smiled. "I hope she succeeded." he commented. "Anyway, I'll just get us some coffee."

"Okay." Chloe agreed. "I'll just get a few more statements." She smiled. "Good to have you back, Klutzy Kent."

Clark laughed. "You, too, Snoopy Sullivan." With that, he headed towards the refreshments table…discreetly slipping in his earpiece as he walked.

"Boy Scout to Black Knight." Clark whispered, as he poured up a cup of coffee. "Any sign of our perps?"

"_Negative, Boy Scout; we're all in position, but no sign of the Matthews boy. Furthermore, I have reason to believe that he's not in this alone; shortly after you spoke with him, Beacon intercepted another coded transmission._"

Clark nodded to himself; he recalled hearing static on UHF as he'd left, and assumed that it was a bad connection. "Did you decode it?"

"_Not enough to get an identification, Kent; we've got text, but not audio. Regardless, whoever's running this show is using Duncan as a pawn._"

Clark frowned, as he poured another cup. "So if we nab Duncan, we could scare off the big fish." he said softly. "Okay; we'll have to hold positions until we get a bead on the _real_ bad-guys. I'll keep my ears open."

"_Same here, Superman. Black Knight out._"

As the transmission ended, Clark took the two cups of coffee, and headed off to find Chloe…while listening for _any_ sound that might suggest that something was up.

His friend's life was at stake.

XXXXXXXX

As he and the others pulled up to the town hall, Scott parked his convertible, getting out, before he, Kurt, Kitty, Lance, Evan, Rogue, Remy, and Alison walked towards the town hall. "Everyone on your best behaviour." Scott reminded them. "We're here to support Jean and the Professor; no powers, unless we see that Jean's in danger."

"Got it, Fearless." Evan agreed.

"We won't mess this up." Alison agreed.

Glancing to Remy, Rogue chuckled. "So, Cajun, think we'll get to go back to school?"

Remy's crimson-on-ebony eyes were narrowed warily. "_Chere_, Remy be t'inkin' dat maybe we got more _'portant_ t'ings t' worry 'bout." With that, he gestured ahead of them.

There, standing in their way, was Duncan and about a dozen of his football pals…all brandishing metal pipes, chains, and pieces of two-by-four. Duncan sneered at them. "You freaks should have stayed _out_ of our school."

Scott stayed cool. "We're not here for trouble, Matthews."

"Too bad." Duncan snapped. "As of today, Bayville High has a 'no muties allowed' policy."

"Thought that's what this _vote_ was for." Lance said.

Duncan laughed. "Like you freaks actually have a _chance!_" he sneered. "Now _beat it!!_"

Scott's eyes narrowed behind his shades. "We're not going _anywhere_, Matthews."

Duncan glared at him. "Fine by _me_, Summers." he snarled. "This time, _no-one's_ coming to save you…"

"Wouldn't say _that_, yo."

Turning, Scott was surprised to see Todd and Fred walk up to them. "Figured we might as well help you guys out." Todd said. "Looks like you could use a hand."

Fred grinned as he cracked his knuckles. "Besides, I've wanted to take a crack at these jerk-offs since I _got_ here."

Scott smiled, before his expression turned serious. "No powers, guys; not here."

Todd chuckled. "Yeah, like we _need_ 'em."

Duncan's eyes narrowed in hate. "So, _all_ the freaks are here, huh? _Fine_; saves us the trouble of kicking your asses _later._" he snarled. He glanced to his pals. "Let's _get 'em!!_" With that, Duncan and his cronies rushed them.

As one goon rushed at her, Kitty ducked under his swing, before countering with a side-kick to his stomach. The goon stumbled back…and then came at her again, joined by two of his pals. Kitty quickly ran in the other direction, heading straight for Fred; as she closed on him, Kitty dove low, sliding _under_ his legs, stopping behind him. Grinning, Fred simply stepped forward, and lifted his arms, throwing out his gut…causing Kitty's attackers to crash into him, their momentum stopped cold as they stumbled back, where Lance knocked them down with a sweep-kick.

Lance grinned at his old pal and former teammate. "It ain't the weight you got..!"

Fred laughed, and finished. "…it's the way you throw it around!"

As one thug ran at him, Todd hopped into a leap-kick, sending him sprawling; as the kick connected, Kurt hopped onto Todd's back and then hopped off again, tackling two more to the ground. As Kurt touched down, he grinned. "Now _zat's_ how you play 'Leapfrog'!"

Todd groaned. "_Had_ to say it, didn't you."

Dodging away from the chain-swing of one goon, Rogue closed on him and unleashed a punch, followed by a back-kick, knocking him down. A second thug charged at her from behind…but a metal pole was suddenly thrust low in front of him, causing him to trip.

Smiling casually, Remy leaned against his bo-staff, using it as a cane. "Dat ain' no way t' treat a _femme_, _mon ami._" Remy commented as the goon got up. "Looks like Remy gon' 'ave t' learn y' a li'l lesson in manners; maybe ev'n make a gentleman out of y'." Snarling, the goon got up, and swung his two-by-four; Remy easily parried it with his staff, before pushing it to the ground, trapping it, and twisting into an elbow-strike, knocking him out.

Ducking under a length of pipe, Evan slammed his attacker with a punch, before getting the guy closing behind him with a back-kick. Turning, he saw a third coming at him…but Alison slammed the guy with a side-kick, knocking him back. As he recovered, Alison grabbed his collar, and pulled him in close, slamming him with a head-butt, knocking him out.

Evan grinned. "_Nice_, PG!"

Alison smiled, tapping her head. "_Tausha_'s not the _only_ one with a thick skull around here!"

As one goon came at him, Scott evaded his two-by-four swing, countering with a push-kick and a haymaker, followed by a spin-kick, knocking him out. Before he could react, Duncan came up behind him and caught him in a choke-hold with his chain. "You freaks are _finished_ here!!" Duncan snarled.

Slamming his elbow into Duncan's gut, Scott shifted his weight and _threw_ Duncan off of him. "Like I said, Matthews," he said, "we're not going _anywhere._"

By then, many of Duncan's fallen pals were starting to recover. "Aw, man," Todd muttered, "where's the big blue guy when you _need_ him?"

"Scott, you _sure_ we can't use powers?" Evan said. Scott's eyes narrowed in worry; this was starting to get out of hand…and the _real_ attack could happen at any minute..!

XXXXXXXX

Inside the auditorium, the debate was drawing to a close. Clark had smiled as he'd listened to Professor Xavier's speech, appealing to the school-board's better selves, reminding them that only _one_ gene separated mutants from the rest of humanity, imploring them to be understanding…

…and then next had come Michael Matthews, Duncan's father, Clark guessed, reminding them just what that 'one gene' was capable of, stating that mutants, no matter _how_ Xavier tried to disguise the issue, were _dangerous_, and that allowing them to attend Bayville High would put _their_ children at risk, and that _they_ were the only ones who could keep that from happening. Only Jean was left to speak, now.

And as Clark had been listening to the speeches, his hearing had picked up the sounds of the others fighting Duncan and his goons; Clark's jaw clenched in worry – he _wanted_ to help them, but he and the League couldn't risk it…

"_Speed-Demon to Boy Scout; the X-Men have their hands full, here, man! Are we moving in or not?_"

"Negative, Speed-Demon." Clark whispered. "We can't move in until we get a fix on the _real_ threat."

"_Come __**on**__, Clark..!_"

"I don't like it any more than _you_ do, Speedy," Clark replied, "but if we let those guys distract us, the _real_ bad-guys could get away, or _worse._"

Flash calmed at that. "_I got it, Superman…but I still don't like it._"

"Neither do I, Speed-Demon." Clark whispered. "Neither do I."

By then, Jean had stepped up to the podium. "Good evening." she began. "I suppose I could begin by reciting the First Amendment, or quoting some speech by a famous civil-rights leader…but to be honest, I don't want to." She looked out among the crowd. "This isn't about a country, a state, or even an entire _city_; this is about our school, so we should just keep this personal."

"Now, I know many of you have children, and you love them, just because of who they are, not what they can do; it doesn't matter if they're good in school, or whether or not they can play a sport well – you love them no matter _what._"

"There is a chance that one or two of them will possess an advanced X-Gene, and as they grow older, they will be considered mutants."

Clark smiled as he listened to his friend…and then _froze_, as his hearing picked up the sound of a silenced sniper rifle being cocked. "Excuse me, Chloe." Clark whispered to his partner. "Just need to stop by the washroom." Confused, Chloe nodded, and Clark hurried out of the auditorium, into the hallways, out of sight…switching off his inducer and removing his vest as he ran, before unbuttoning his shirt…

"You will love them _anyway_," Jean continued, "but other people will _hate_ them, and will want to hurt them…and you will hope and pray for a world where they can live in peace, and in safety."

Her eyes narrowed in determination. "Well, that world _has_ to begin _now_," she finished, "with all of _you_, by allowing mutants to attend public school. Thank you." There was a moment's silence at that…and then one person started to applaud…then another. And another. And another, until the entire crowd was applauding, causing Jean to smile…

…and then the window over the auditorium entrance shattered, as the silenced bullet spat through it, spiralling through the air towards the stage. Jean didn't even have time to react…

Suddenly, a red-and-blue blur raced in from the hallways, darting through the crowd towards Jean…as the bullet inched closer and closer; seeing it, Jean gasped as the bullet shot towards her…

…and into Superman's hand, catching it just _inches_ from her heart.

Superman didn't have time to let out the breath he'd been holding, as he looked to where the shot had come from, his vision tracking its path…back to a rooftop across the street, where a black-clad figure holding a sniper-rifle was starting to line up another shot..!

"_Jean! Cover the crowd!!_" Superman shouted, tossing the bullet aside. "_Justice League, MOVE IN!!_" With that, he raced towards the exit, darting outside and taking to the air, flying towards the assassin…

Just then, several black vans pulled up, before fourteen heavily armed black-clad men poured out; one soldier, armed with a rocket-launcher, took aim at Superman, and fired. The rocket impacted against Superman's chest, stopping him but not harming him…giving the assassin time to get away. "_Black Knight, Green Giant, he's heading east; you two intercept him! Everyone else, with me!_" Superman declared, before he dropped altitude, shaking the ground as he touched down, letting both the soldiers and Duncan and his fellow thugs know that he was _serious._

As one soldier opened fire on her, Alison quickly raised a hard-light barrier, repelling the automatic fire, keeping two of Duncan's pals from getting caught in the crossfire. Before the soldier could reload, a crimson blur snatched the machine-gun out of his hands; Flash then grabbed the soldier's collar and yanked him off his feet at high speed, tossing him into another. Alison chuckled. "_Took_ you guys long enough!"

Spying two thugs armed with automatics, Lance quickly formed mini-tremors under their feet, knocking them off-balance, giving Toad enough time to fire slime-globs at them, gumming up their weapons. While the soldiers were distracted, Kitty easily phased their feet into the ground, immobilizing them.

Depositing himself and Aquaman on the ground next to Evan and Fred, Green Lantern's eyes narrowed as he saw four thugs open fire on them, quickly raising a shield, repelling their shots. "Aquaman! Spyke! Be ready to rush these chumps; you're about to get an opening!" he instructed. As Evan nodded, Lantern turned to Fred. "Want to _really_ stick it to these guys?"

Fred grinned. "_Hell_ yeah!"

"Good." Green Lantern replied; as the soldiers paused to reload, Lantern dropped his barrier, before levitating Fred into the air and _tossing_ him at the soldiers, body-slamming them all to the ground, pinning two of them under his girth. As the other two got up, Evan quickly generated two bone-spears, and tossed one to Aquaman, before they charged at the two thugs. As one thug swung at him with his weapon, Aquaman parried the strike, countering with a backspin attack, knocking him out, while Evan rolled to his opponent's side, smashing his knee with a sweep-strike, followed by a smash to the gut, doubling him over and taking him down.

As two goons opened fire as she touched down, Wonder Woman deflected each and every bullet with her armlets, preventing _any_ stray bullets from striking the fleeing youths behind her, before drawing her lasso and throwing it, snaring the two thugs; before they could react, she pulled them off their feet, whirling them around and letting go, sending them flying…right into the bare hands of Rogue, who promptly drained them, knocking them out.

Rolling under one thug's fire, Remy grabbed his gun and charged it, forcing the thug to drop it, before Remy slammed him with his bo-staff. As another soldier charged at Remy, he was knocked into the air by a diving Hawkgirl, and kicked around by a teleporting Kurt, before he hit the ground, out cold.

Watching the conflict from his vantage point, the lone gunman decided that it was time to cut-and-run; gathering up his sniper rifle, he started to run across the rooftop, making for his getaway vehicle…and froze, as he heard the sounds of footsteps echoing in the dark. The assassin kept calm, listening. "Okay, pal," he murmured softly, "where are you..?"

"_**Here.**_"

Turning in surprise at the reply, the assassin's face met Batman's fist as the Dark Knight leapt out of his darkened hiding spot; before the assassin could react, Batman followed with a push-kick-back-kick combo, and then an uppercut, sending the killer flying. The assassin landed hard on the ground…and did a handspring, getting back up and coming at Batman with a fast left-jab, followed by a right hook and a side-kick; Batman dodged the two punches and caught the assassin's leg, tossing him into an ankle-bar, but the killer pushed off with his free leg, kicking Batman away. The Dark Knight recovered quickly, in time to dart to the side as the assassin drew his revolver and opened fire; ducking behind a chimney, Batman took aim and tossed a Batarang, knocking the weapon out of his hand.

Softly cursing, the assassin tried to draw another weapon…but he was suddenly lifted off his feet by an invisible force; as the Martian Manhunter became visible in front of the assassin, his eyes glowed white. "Try _not_ to think of whoever put you up to this."

The assassin's eyes went wide as he realized what the Martian was trying to do. "_No, no, no…_" he muttered to himself, as he tried to think of _anything_ else…but the Manhunter was getting through…

Suddenly, the assassin drew a grenade from his belt, and pulled out the pin, holding it up in the air. The Manhunter's eyes widened in horror, before he dropped the assassin, telekinetically grabbing the grenade and throwing it into the air, where it detonated far out of harm's way. The assassin quickly got up and ran for the rooftop's edge; Batman ran after him, but the killer threw another type of grenade behind him, which erupted in a brilliant flash of light, momentarily blinding both Batman and the Manhunter. When he could see again, Batman's eyes narrowed; the assassin was gone.

As one soldier aimed his gun at him, Superman's eyes flared red, as he fired a precisely aimed optic-blast, knocking the thug out. Suddenly, Superman heard the rattling of a chain being snapped towards Scott, and quickly intercepted Duncan's chain, snapping it around his wrist with a force that could have broken a human neck.

With the attack neutralized, Superman turned to glare at Duncan, who glared back. "You should've stayed _off_ our planet, space-freak!!" the youth shouted. Superman didn't bother to answer; he merely fired an invisible eye-ray at the chain, melting one of its links, causing the chain to break, sending Duncan falling onto his rear. As Superman cast the broken chain away, he saw Duncan get back up, and charge at him, swinging wildly; Superman didn't move…as Duncan's fist collided with his face.

"_ARGGHH!!_" Duncan howled, clutching his hand, staggering back. "My _hand!!_"

Superman wasn't even phased…but his eyes went wide as he saw the last thug behind Duncan, taking aim at Superman…with the boy in the line of fire. "_GET DOWN!!_" Superman exclaimed…but Duncan didn't listen; roaring angrily, he ran at Superman, just as the soldier was getting ready to fire…

He had no choice. Superman inhaled, and unleashed a blast of his gale-breath; the hurricane-force winds stopped Duncan dead in his tracks, before blowing him back to crash into the soldier, knocking the armed man out cold, and leaving the quarterback dazed, but otherwise fine.

With all the armed thugs neutralized, Superman and the others calmed, the crisis over…before realizing that they had an audience; after the near-assassination, the crowd had gathered just outside the entrance. Many of the assembled parents and board-members wore bewildered expressions…but Michael Matthews' eyes were narrowed in anger. "You _see?_" he accused. "These mutants are utterly out-of-_control!_ _This_ is what you can expect if you let them back into school!" He pointed an accusing finger at Superman. "Just look what that…that _thing_ did to my boy..!!"

"Look _again._" came Professor Xavier's patient voice, ending Michael's tirade. "My students were under overwhelming pressure to use their powers, and yet attempted to honour the school-board's initial ruling. And even when forced into action, both they and the Justice League showed restraint, ensuring that there was no loss of life on _either_ side." He looked Michael in the eye. "And correct me if I am wrong, Mr. Matthews, but I believe that Superman, ultimately, saved your son's _life._" At that, the crowd started to murmur thoughtfully, as Michael scowled.

Superman smiled at the Professor, before looking to the crowd. "We're sorry for interrupting your meeting; we'll leave you to your business." he said. With that, he and the rest of the Justice League headed off, while the X-Men headed back to their vehicles, to head home.

XXXXXXXX

As the police arrived to take the armed goons into custody, along with Duncan and the few of his pals that hadn't bolted – much to the chagrin of Matthews Senior – Chloe looked about the crowd worriedly. "Clark?" she called out.

"Hey, Chloe."

Turning, Chloe sighed in relief as she saw her clumsy partner there, no worse for wear. "What happened, you _goofball?!_" she cried. "I was afraid you'd gotten hurt!"

Clark grinned sheepishly. "Sorry. Coffee went right _through_ me." he replied…before looking at the scene. "Wow, what happened?"

"The football team, plus some armed goons, decided to try and kick the X-Men out of school the _hard_ way." Chloe replied. "Fortunately, the Justice League was there to back them up."

"Wow. Lucky." Clark said. He then noticed Matthews Senior. "He doesn't look happy."

"He wouldn't, considering his son started the whole fight." Chloe said, her expression twisting in disgust. "Can you _believe_ that he threatened to _sue_ the Institute for the fact that his kid was _dumb_ enough to punch _Superman?_ Like _that'll_ stand up in court: '_Yes, Your Honour, Superman broke my fist with his face._' The judge _might_ take pity on him…if he can stop _laughing._"

Clark chuckled. "Wow, good thing you were here to get the story!"

Chloe smiled…and then sighed. "It would have been nice to have gotten a statement from Superman, or one of the members of the League."

Clark shrugged. "Maybe next time." Then, he yawned. "What do you say we write this up, tomorrow?"

Yawning herself, Chloe nodded. "Fine by me." she agreed. "You live around here?"

"Fairly close." Clark replied. "I can walk."

Chloe nodded. "Okay, Clark. See you tomorrow."

"See you tomorrow." Clark replied. With that, he started to walk away, as Chloe headed to the bus stop…with a thoughtful expression on her face.

'_Clark left just __**seconds**__ before Superman showed up…_' Chloe thought, '_…but…he __**couldn't**__ be…could he..?_'

Chloe shook her head; she was so tired, she was starting to get _nuts._ '_Clark Kent is Superman; __**good**__ one, Sullivan._' With that, she continued on to the bus stop.

XXXXXXXX

After narrowly escaping, the lone assassin parked his vehicle in an empty lot, before hailing his superior. "Stealth One to Command; I am at the rendezvous point. Requesting retrieval."

"_Retrieval is en-route, Stealth One. Well done._"

The assassin arched an eyebrow behind his face-mask. "I didn't neutralize Xavier _or_ the girl…"

"_That is unfortunate, Stealth One, but irrelevant. All that mattered to us was that you distracted the Justice League enough to proceed with our __**true**__ objective. We have acquired what we needed; you will receive the usual fee, as well as a bonus, and we look forward to making use of your talents in the future._"

The assassin pulled off his hood, revealing the face of a young man, apparently in his twenties, with mid-length brown hair, and a black eye-mask over his face, his eyes narrowed angrily. "I don't appreciate being kept in the dark, Madame Hydra."

"_It was necessary, Soldier. We could not risk having Xavier discovering our true plans simply because we trusted you too much. Still, things worked out well; in time, our plan will bear fruit._"

At that, the mercenary known only as the Winter Soldier smiled. "As long as I get paid and get a shot at Soldier-Boy, lady, it's fine with me." he answered, before he drove off.

XXXXXXXX

_Xavier Institute_

Once he was out of sight, it only took a few seconds of super-speed for Clark to reach the Institute; when he arrived, he saw that the rest of the League had gathered on the front yard, waiting for him, with the Javelin parked nearby. As he walked up, Wonder Woman nodded in greeting. "I trust that the meeting proceeded well?"

Clark sighed. "We'll know, soon enough."

Aquaman nodded. "The others are already inside, and they looked pretty glum."

Flash's expression turned sad. "Hope we didn't screw things up _too_ badly."

"We may have bigger problems." Batman said. "I checked Beacon; while we were preoccupied with this little incident, there was a break-in at STAR Labs in Metropolis – specifically, someone broke into STAR's genetics laboratory." His eyes narrowed. "This was a _diversion._"

Clark nodded. "We'll have to be more vigilant, from now on." he said. "Do we have any leads?"

"None." Hawkgirl said. "However, it's safe to assume that whoever orchestrated tonight's little event is behind it."

J'onn nodded. "I was able to glimpse the mind of our assassin; his mental defenses were quite impressive – whoever he works for, they trained him to resist psychic probing." he said. "If I had a few more seconds, I could have cut through his blocks...but, as it is, I was only able to discern two recognizable thoughts: '_Creed,_' and '_Hydra_'."

Green Lantern's eyes narrowed. "So, our boy Creed and his Nazis were behind this."

"But who is this 'Hydra'?" Wonder Woman asked.

"Undoubtedly Creed's benefactor." Batman replied. "We'll have to look into this further."

Clark nodded. "Whoever they are, they _can't_ be up to anything good."

The others nodded in agreement. "Well, we'd better get going." Flash said.

Clark lightly smiled. "Call me when you need me." With that, Batman and Aquaman headed into the Javelin, as Flash raced off, and J'onn, Hawkgirl, Green Lantern, and Wonder Woman took to the sky, before the Javelin flew off. Alone, Clark headed into the Institute.

Walking into the living room, Clark found all the X-Men there – save Jean, since she was getting a lift back with the Professor – as well as the New Mutants…and they all looked glum. "Uh…was there a funeral around here?"

"There might as well be." Kitty said sadly. "We dug our own graves, tonight, Clark."

"Yeah, CK." Evan muttered. "You don't have to be a genius to figure out how they voted."

"Remy got t' say, 'e gon' miss de place." Remy said.

Mark looked depressed. "_This is most unfortunate._" he said. "_The notion of attending had been pleasing…but perhaps it is for the best…_"

"Hey, don't count yourselves out _yet_, guys." Clark said.

"Clark, we used our powers." Scott replied.

"Yeah, and if you _hadn't_, those lunatics would've hurt you, along with Duncan's pals." Clark countered.

Rogue snorted. "_Gawd_, were we dumb."

"I hear you." Lance agreed.

Alison looked sad. "I hate to say it, Clarkie, but I don't see _how_ they could have let us back to school…"

"I wouldn't be too hasty, Alison." Professor Xavier said, as he and Jean came through the door.

Scott stood up. "Professor?"

The Professor smiled. "Despite what you all may think, the school-board was impressed with your restraint, tonight, as they were with Jean's sincerity," his smile grew, "and they have decided to welcome you all back to school."

Everyone was clearly surprised to hear that. Alex was the first to speak. "Well, whaddya know." he said, grinning.

"Yeah, I was a bit surprised, too." Jean said. Turning to Clark, she smiled. "Thanks for saving me, Clark." she added, giving him a quick hug.

Clark smiled back. "Hey, I wasn't about to let anything happen to one of my best friends." he replied. Grinning, he added, "Or rather, to _two_ of my best friends."

Jean laughed. "Oh, go fly into a mountain, Wonder Boy!" she teased.

Tabitha chuckled. "And to think, that's the mouth she uses to kiss Fearless." she joked.

"Hope the poor guy's medical insurance is paid up." Warren quipped.

"I'll say." Ron agreed. "He'll probably need a tetanus shot, or something."

Tina lightly giggled. "Guys…that's _mean…_"

Scott chuckled. "Don't worry, Tina; it's just a little good-natured ribbing." he said. "We can all take a joke…especially since Danger Room sessions start, tomorrow."

The New Mutants all groaned. "What's the Danger Room?" Paige asked innocently.

"You'll see, Paige." Sam sighed.

"Ali?" Lila asked. "Is that 'Danger Room' the place where you guys train?"

"Yep."

Lila groaned. "I'm doomed."

"Join the club." Bobby muttered.

Alison laughed at that, before her expression got a bit wistful. Walking over to her, Clark placed a comforting hand on her shoulder. "You okay, Ali?"

"Yeah." Alison replied, placing her hand on his. "It's just…all the hate got to me a bit."

Clark lightly smiled. "I know the feeling." he said. "But we just can't let it get us down." He chuckled. "Besides, someone special told me that the people who think that are _wrong._"

Alison chuckled. "She sounds pretty smart."

"That she is." Clark agreed…and then he froze, as his hearing started to pick up a distress call, his communicator starting to beep under his clothes.

Alison sighed, smiling wearily. "Duty calls."

"Yeah." Clark agreed. "See you guys later." With that, he darted off, dropping his street clothes in his room, and then darting to an open window, flying off at high speed, a sonic boom echoing behind him.

Lila giggled. "Does that ever get frustrating?"

"Sometimes." Alison admitted. Smiling, she looked towards where her beau had flown off, adding, "But other times, it's just cool."

Scott chuckled. "Well, we'd all better turn in; we have to be up, bright and early, tomorrow morning." With a bit of groaning from the New Mutants, they all headed off, to get ready.

It had been a long day.

XXXXXXXX

_Bayville Police Headquarters_

After an hour-long detainment and interrogation, Duncan and his father walked out of the Police HQ; Duncan's dad had managed to get him out on bail, and was confident that he could get his son off in court, to Duncan's relief. "Thanks, Dad."

"Not a problem, son; after what that…_thing_ did, I ought to _sue_ Xavier for all he's worth…"

"That won't be enough."

Duncan and his father stopped, as a thirty-something-year-old man, in a black business suit, stepped into view. "_All_ mutants are the problem, Mr. Matthews; going after just _one_ won't stop the rest."

Michael's eyes narrowed. "Who are you?" he demanded.

"Someone like you; someone who wants to protect our young people from these _freaks._"

Duncan's eyes widened. "You're..!"

The man nodded. "My name," he said, "is Graydon Creed." His smile grew. "And, frankly, I think we have a lot to discuss…"

XXXXXXXX

_Author's Note: Sorry for the delay! I've been busy this week filling out Pharmacy school applications. Thanks for understanding! Enjoy!_

_Coming Soon:_

_She's got looks, smarts, power, and attitude…_

_…and she's got her eyes on the Man of Steel._

_As some old foes re-emerge, bent on putting our heroes through __**hell**__, another former pain comes to visit._

_She's back…_

_Be there, when our heroes learn to "Keep Your Enemies Closer"…_


	3. Keep Your Enemies Closer

CHAPTER THREE: KEEP YOUR ENEMIES CLOSER

_Xavier Institute, Westchester, September 12, 2008_

As the Saturday afternoon sun shone over the Xavier Institute, all was quiet; the early morning individual training-sessions had gone well – despite the lamentations of the newer students – with team-sessions scheduled for later in the afternoon. For the moment, the Institute students were all enjoying the first weekend of the school year, after the first week that _they'd_ been through.

After breakfast had been cleared away, Tina, in her new dark navy skirt and white t-shirt, had headed down to the living room, where many of the others had gathered; Alex, Ron, Bobby, and Ray were playing video-games, Warren was sitting at a table to the side, reviewing some undoubtedly-important documents for his company, Roberto was playing checkers against Remy – and losing horribly – while Tabitha was listening to her CD player. Outside, Jamie, in full safety gear, had convinced Evan to show him how to do a kickflip on his skateboard…while Rahne and Paige watched from the side, giggling at how every wipe-out produced two or three more Jamies. Inside, Rogue was sitting and reading her latest mystery-novel, while Sam, a knock-knock joke-book in hand, was attempting to teach Mark about comedy. Lance was on the couch, absently strumming on his guitar, while Kitty, Jubilee and Amara were chatting with Lila about the latest gossip…right next to where Wanda was reading her book on the Tarot, much to her chagrin. Kurt had just gotten back from a lunch-date with Amanda, and Scott and Jean were currently researching which universities they wanted to apply to…although, if the furtive glances they gave each other were any indication, university wasn't the _only_ thing they were thinking of.

Only Clark, Alison, and Krypto were absent; after morning-sessions, Alison had needed to hurry off to a CD-recording, while Clark and Krypto had League-business, plus, Clark had promised to help his Mom with some farm-work in Smallville, and Krypto had tagged along.

Looking around, Tina lightly gulped; even though everyone here was really nice, she kinda wished that Alison was here – ever since training had started, Alison had always encouraged her when she was having trouble. The others did, too, but Tina always felt better hearing it from the girl she was starting to regard as her unofficial 'big sister.' She was kinda glad that she hadn't had to go to school, yet, as the Professor hadn't submitted her transfer to the school; he was still working on the papers that would allow the Institute to have custody of her.

That was fine with her; she didn't know if she could handle school…

"_Greetings, Tina._"

Looking up, Tina saw that Mark had turned towards her, as he and Sam had paused their 'lesson.' "H-Hi, Mark, Sam." Tina stammered, walking over.

Sam smiled. "Ah was just trying to show Mark here how ta tell a proper joke." he said. "No offense, Mark, but Ah think ya need to work on yer tahming."

Mark blinked. "_My timing is digital, Sam; there is no need for any recalibration._"

At that, Sam started to laugh, as Tina let out a few giggles…causing Mark to blink in confusion. "_Query: the cause for your laughter is unknown; please explain._"

Sam managed to stop laughing. "_You_ are, you metal goof!" he exclaimed.

Mark sighed. "_The notion of humour is most perplexing; is there no given standard for what is considered 'funny'?_"

Sam shook his head. "Sorry, Mark; different people laugh at different things."

Mark looked thoughtful. "_Then there is a variance among the parameters that define 'funny'._" he thought aloud. "_This will require further research._"

Tina giggled. "Good luck!"

Just then, a familiar sonic boom echoed overhead, slightly fainter than the ones that Clark created, before Alison touched down in the front yard, walking in through the front door. "H-Hey, Ali." Tina greeted. "How was your recording?"

"The same as always." Alison replied, smiling. "So, how are things here? Think you'll join in the team-drills, today?"

Tina gulped. "I-I don't know, Ali; I still don't think I have a good enough handle on my powers…"

Alison smiled gently. "No problem, Tina; no need to rush."

'_X-Men, we have an intruder alert; suit up and head to the front yard._'

At the Professor's telepathic summons, all the X-Men instantly sprang into action, heading for the lower levels, to suit up. "So, vat's zhe situation?" Kurt inquired, switching off his inducer.

"Not sure yet." Jean replied. Reaching out to their mentor, she asked, '_What's wrong, Professor?_'

His answer made Jean _grimace._

"Jean?" Scott asked. "What is it?"

Jean's reply made _everyone_ flinch…but none more so than Alison.

"Her Royal Highness is _back._"

XXXXXXXX

Outside the Institute, an 18-year-old young woman, fairly tall, and slim, with ample curves, long, shimmery chestnut hair, and emerald-green eyes, approached the gates, clad in a halter-style-top consisting of twin straps of sea-green silk, criss-crossing over her chest, fastened in the center by a silver sea-shell, with two semi-transparent silk straps trailing from the back of her top like a cape, to encircle her wrists. She also wore a pair of green, skin-tight spandex pants, as well as green sandals on her feet, with a pair of silver seashell earrings in her ears, and a simple, dark green duffel bag over her delicate shoulder.

Her rosy lips curved upwards in a smile as she approached the gates…before whispering an incantation, turning herself into green haze, passing through the gates easily, before re-forming and walking on. She hadn't gone ten feet when two automated defence-turrets rose out of the ground and opening fire at her; without even flinching, she snapped her fingers, generating a protective shell of rock around herself, before exploding it outwards, destroying the turrets. A disc-launcher then rose out of the ground, firing several discs at her; with a wave of her hand, she conjured a mini-cyclone around herself, catching the discs and throwing them back, destroying the launcher.

As several more turrets rose from the ground, her eyes narrowed in annoyance…before she unleashed a deadly sonic _scream_, utterly destroying the turrets and tearing up a good chunk of landscape in the process. With the resistance neutralized, she turned her gaze to the sky, smiling expectantly, hoping to see a flash of red-and-blue, or to hear a sonic boom…but nothing. Her lips fell into a pout. '_You still ignore me, my beloved?_' she thought, before she smiled. '_Very well, then; __**play**__ hard-to-get. I __**love**__ a challenge…_'

Her thoughts were interrupted as the X-Men raced out of the Institute's front doors, ready for anything. The young woman simply placed her hands on her hips, frowning. "Is _this_ your idea of a warm welcome?" she asked haughtily. "I see that Xavier's training regimen doesn't place much emphasis on _manners._"

Power Girl's eyes narrowed. "_You're_ not much of one to talk, LeRoux."

"We don't know why you bothered to come back, Siryn," Cyclops snapped, his hand by his visor, ready for a fast shot, "but if it's a fight you want..!"

Anita "Siryn" LeRoux simply gazed at them in astonishment…before bursting into laughter. "_Fight_ you?" she repeated. "Oh, my poor, foolish X-Men, I didn't come to _fight_ you…"

Her next words nearly knocked them all _flat._

"…I came here to _join_ you."

XXXXXXXX

_Kent Farm, Smallville, Kansas, a few minutes earlier_

The late morning sun was bright over the Kent farm, on the very outskirts of Smallville, and there was a light nip in the air as Clark, sitting on the roof of their barn, in his blue jeans and white t-shirt, his Pa's old tool-belt around his waist, finished patching the last of the shingles that had blown off in the last storm. Below him, Krypto was lifting bales of hay into the barn's hay-loft, carrying them in his jaws and floating up to deposit them in the loft. With their chores done, Clark floated down to the ground as Krypto followed him. Smiling, Clark gave his pet a scratch behind the ears, before calling out, "All done, Ma!"

Martha Kent smiled as she finished the few repairs she'd had to make on their little house's front porch, before walking over to her son; her greying hair was tied back in a bun at the base of her neck, and she was clad in her usual faded blue jeans and red-checkered flannel coat…which her husband had once worn. "Oh, thank you so much, honey." she said. "I know how busy you and your new friends must be; it means a lot to me."

Clark smiled back. "It's no trouble at all, Ma."

"Are you _sure_ you can't stay a few minutes?" Martha asked. "I made your favourite: oatmeal raisin cookies…"

Clark grinned. "I'd _love_ to, Ma, but I _can't_; I'm due back at the Institute for team-drills." he answered. "Could you just…put a few in a bag?"

"Of course, Clark," Martha answered, before chuckling, "but you just make sure that Wallace doesn't sneak any from under your nose! If he wants any, he knows how to ask!" Smiling, she finished, "Oh, and if any of your friends ask, Katherine will be happy to know that I used margarine in my recipe; vegetable oils only." She then suppressed a cough.

Clark's smile faltered. "You know, Ma…if…if you wanted me to drop by more often…"

"You can just stop that right now, Clark Joseph Kent." Martha warned, half-sternly. "I may have Van Braun's Syndrome, but I'm not an invalid _yet_; I still have a good year before my warranty expires!"

Clark's smiled became a bit forced; though he had gradually accepted the fact that his Ma was dying, the sheer unfairness of the situation still tore at him. He supposed that it always _would._ "Okay, Ma." Clark replied. "If you ever need my help…just yell out."

Martha chuckled. "Oh, don't worry, sweetie; I'll be okay." Her smile grew. "You'd best not keep your team waiting; I'll just get those cookies ready for you." With that, she headed into the Kent household, as Clark darted inside, heading up to his room and donning his uniform, stashing his street clothes in his knapsack. As he darted downstairs, his knapsack over his shoulder, Superman saw that Martha had gotten a batch of cookies ready in a plastic container. "Here you go, honey." Martha said, handing the container to him. "Say hello to everyone, and give Alison a hug for me!"

Superman smiled, accepting the container and popping it into his backback. "I will, Mom." he promised, giving her a kiss on her cheek. "Love you."

"Love you, too, honey." Martha said. "Be careful." Nodding, Superman darted outside, and took to the air, followed closely by Krypto, as they both flew east; Superman had _just_ enough time to drop the cookies in the Institute fridge and leave his knapsack in his room…

Suddenly, his communicator started to beep; it was Scott. Superman promptly answered it. "Boy Scout here, Slim. Everything okay?"

"_I'm afraid not, Big Blue; we've got a situation, here. You and Krypto had better get back here._"

"Got it; we're on our way. Boy Scout out." Superman replied, ending the call. "Okay, boy, _double-time!_" Superman exclaimed; Krypto barked in agreement, before they both doubled their speed, heading for home.

Within minutes, Superman and Krypto touched down on the Institute's front lawn; seeing the wrecked defence-turrets, Superman's eyes narrowed warily. "Krypto, sweep the yard; I'll check inside." he instructed; Krypto grunted in assent, as the Superdog darted off, making sure that there were no intruders hiding nearby, while his master darted into the Institute.

As he stepped inside, Superman found nothing out of place; listening carefully, he heard the X-Men's voices coming from the Professor's office, along with the Professor's, Logan's, Ororo's, Hank's, and Raven's…

…and _one other._

Superman's eyes went wide in sheer _horror_. '_Oh, God, not __**her!!**_' He darted towards the Professor's office at top speed, hoping against hope that he was wrong…

No such luck. There, standing in their mentor's office, along with the rest of the X-Men, was Siryn. As he came to a stop just outside the office, Siryn turned towards him, smiling. "Hello, Kal-El; it's been _far_ too long." she cooed.

Superman kept cool. "What are you doing here, Siryn?"

"Why, joining you, of course."

Superman went pale. "_What?!_"

"She's not kidding, Kal." Cyclops said flatly.

"Of _course_ I'm not joking." Siryn added. "Over these past few months, your Institute has gained something of a reputation; for better or for worse, all will agree that the X-Men are remarkably skilled."

She smiled flirtatiously at Superman, ignoring the glare that Power Girl sent her as she did. "Not as skilled as a certain _other_ super-human team, but that's to be expected." At that, Superman simply rolled his eyes.

"Regardless, because of this, my dear Papa has decided that, rather than waste time trying to reconcile with Lensherr and his bunglers, I should come here." Siryn finished. "And so, here I am."

Rogue snorted. "Sorry ya wasted yer tahme."

"Hit the _road_, lady." Spyke snapped.

Power Girl's eyes narrowed. "Better yet, let's _throw_ her out."

"Fine by _me._" Scarlet Witch agreed.

Siryn frowned. "And you _permit_ such behaviour, Xavier?"

The Professor's expression was stern. "While I may not agree with my students' ways of expressing it, Miss LeRoux, I am afraid that I agree with their sentiment; based on your actions in the past, attempting to include you in our Institute would pose an unacceptable risk to my students."

"In other words, Princess," Logan growled, "take yer show on the _road._"

Siryn's expression didn't change. "I suppose I should have expected that reply." she commented. "My father certainly did."

She smiled slyly. "Which is why he advised me to deliver this message." she continued. "You may find things with the government difficult _now_, Xavier…but my father can quickly find means to make them _impossible_; despite our somewhat less than friendly relations with this country, Latveria is not without its allies…some of which make generous contributions to certain politicians opposed to your goals, Xavier."

She shrugged. "So decide for yourself whichever you prefer: a strong addition to your team, or the enmity of Doom. Choose wisely."

Everyone was silent for a moment, considering Siryn's words. "We must discuss this." the Professor said finally.

"Of course." Siryn said sweetly. "I'll simply wait outside."

"Yeah, with me keepin' an eye on you." Logan growled. "You try _anything_, lady…"

Pouting, Siryn looked to Superman. "Kal-El, are you just going to leave me with this _brute?_"

Superman frowned. "Lay off, Logan." he began, causing Siryn to smile…

…until he finished his sentence. "I've got a _better_ idea." With that, Superman put his pointer-finger and thumb to his lips and whistled. "Krypto! Here, boy!"

Siryn's expression collapsed.

At once, Krypto zipped inside, coming to a stop outside the office, panting happily…and then _growling_ in sheer feral _fury_ as he saw Siryn, his teeth bared, ready to attack at a _moment's_ notice…

"Easy, boy." Superman said. "Just _watch_ her, that's all." At that, Krypto calmed, sitting down on his hind paws, ceasing his growling, but remaining alert. "If she tries _anything_, boy…you know what to do."

Siryn looked stricken. "You'd…you'd _leave_ me with that…that _mongrel?!_"

Shadowcat chuckled. "I'd be _nice_ to Krypto if _I_ were you, Siryn." At that, Siryn simply cast one forlorn gaze to Superman, before reluctantly stepping outside, closing the door behind her.

"Charles?" Ororo asked. "What should we do?"

The Professor's eyes closed. "From what I gathered, Siryn is quite sincere in her threat."

Logan scowled. "That bastard Bob Kelly and his supporters have been breathing down our necks enough as it is."

Power Girl's eyes widened. "Wait…you're _considering_ this?!" she cried. "Are you guys _insane?!_ It's _obvious_ that this is just another of her old man's plots!!"

Hank looked regretful. "Be that as it may, Alison, we don't have very many options." he said softly. "The Professor met with heavy resistance in rebuilding the Institute; there are a lot of people who would be happy to shut the Institute down."

Cyclops' eyes narrowed. "I'm with Ali on this one, Professor; letting Siryn join us is _dangerous._ What if she uses her vocal powers to make one of us spill our secrets, including _Superman's?_"

"That it why _every_ student will have to start wearing a Sonic Neutralizer, Scott." the Professor replied. "Furthermore, _no_ student will refer to Superman by his Earth-name; I will inform the New Mutants to either refer to him as either 'Kal' or by his code-name."

"We'll have to keep quiet about the League, too." Spyke added, before frowning. "_Man_, this sucks."

"Y' can say _dat_ again, _mon ami._" Gambit concurred.

Nightcrawler groaned. "Zhis is _not_ going to end vell."

Power Girl looked stricken. "Kal, _say_ something!!" she cried.

Superman grimaced; he _hated_ seeing Ali this upset…but there was nothing he could do. "_Taushi_…" he said softly, "…I don't think we have a _choice._"

Power Girl jerked as if she'd been _struck._ "You're…you're just going to let her stay here." she murmured. "She and her psycho old man are _up_ to something, and you're just going to _let_ them do it?!"

With that, she darted out of the office at top speed, before anyone could stop her.

Superman sighed to himself. "I'll go talk to her." he said. "And I suppose we should give Siryn the 'good news'."

"Professor, let's just make _one_ thing clear." Cyclops said. "We are _not_ going to just let her on the X-Men; she has to _earn_ it, just like everyone else."

The Professor nodded. "I agree, Scott; Siryn will be one of the New Mutants from the outset, just as any other new student would be. A place on the X-Men must be _earned._"

"Good." Phoenix agreed. "Frankly, I don't like this any more than _Ali_ does."

"Neither do _I_, Jean." Superman said. "Neither do I." With that, he turned, and left the office.

As he stepped outside, he found Siryn still there, looking distinctly nervous as Krypto stared at her, ready to pounce if she tried anything. Siryn turned towards him, stricken. "Can't you tell this…this _beast_ to go somewhere _else?_"

Superman allowed himself to smile wryly. "If you're going to stay here, Siryn, I'd suggest that you two learn to get along."

Siryn smiled. "I _knew_ you'd see reason!" she exclaimed. Her smile turned sly. "So _that's_ why Blaire ran off; _really_, Kal-El, it is a testament to your patience, how you can tolerate someone so high-maintenance."

"Compared to _who?_" Superman retorted flatly.

Siryn's smile grew. "And you still possess that rapier wit." she cooed. "Oh, I will _enjoy_ working with you." With that, she reached up to try to glide her hand along his jaw.

Frowning, Superman brushed her hand away. "For now, Siryn, you can stay here…but let's get one thing _straight_: I'm with _Ali._" he said firmly. "You just mind yourself, missy, because I'm keeping an eye on you."

Siryn giggled happily. "Oh, Kal-El, I wouldn't have it any other _way!_"

Superman could only groan to himself. "Krypto, _watch_ her." he instructed, before he darted off, to find Alison.

XXXXXXXX

Left with the mutt once more, after suppressing her internal phobia-induced panic to a somewhat manageable level – though her dear Papa's latest training had included conditioning to the presence of canines, she would _always_ hate dogs – Anita managed a smile at her small victory. She'd gained entrance to the Institute…and, more importantly, driven a small wedge between _her_ future husband and the little half-breed.

Anita frowned to herself, while remembering to keep up her mental guards; it wouldn't do to let Xavier or the Grey girl to waltz in on her private thoughts. What Kal-El _saw_ in that little _floozy_ baffled her still…although she couldn't help but adore his loyalty, misplaced though it was.

Well, before _too_ long, she would make _sure_ that his loyalty lay with her Papa…and _her._

As the rest of the X-Men emerged from their mentor's office, Anita kept her expression neutral, making sure that none of them had any suspicion – well, no _more_ suspicion than what they already had; from what she knew, it wouldn't be long before the next phase of the plan began…

XXXXXXXX

After running out of the Professor's office, Power Girl darted outside, flying up to sit on the Institute's roof, her expression utterly dejected; she couldn't _believe_ that they were just going to _let_ that little _brat_ walk right into _their_ home.

She only wished she'd handled it better; no matter how justified her reaction was, running away wasn't the right way to handle it. Clark likely thought she'd acted like a spoiled little baby, now…

"Ali?"

Looking up, Power Girl saw Superman hovering in front of her, his expression concerned. "Are you okay?"

Power Girl frowned, trying to suppress her tears of anger and frustration. "_No_, Kal, I am _not_ okay." she muttered. "Not when my _boyfriend_ is willing to let that little _witch_ just swoop in..!"

Superman flinched. "Ali…"

"This is a _horrible_ idea, Kal! I don't care _what_ the Professor thinks; _nothing_ good will come from letting her stay here!" Power Girl exclaimed.

Superman sat down next to her. "_Alia,_" he said softly, "you _know_ that there are people in the government just _waiting_ for an excuse to shut the Institute down…"

That was true, Alison had to admit; Senator Kelly might have been the _loudest_ voice against mutants – _and_ the League – but he was _far_ from unique. "I know that." she whispered. "But you _know_ that this is just part of some insane scheme that she and her father have cooked up..!"

"Maybe that's why we _should_ keep her around, _taushi_; here, we can keep an eye on her, and maybe prevent her from accomplishing whatever she's trying to do."

"But that's likely what she _wants_ you to think!" Alison cried. "She's just going to try and pull some insane stunt like Doom did with the Sentinels and…and take you away from me..!"

Superman put his arm around her shoulder. "That _isn't_ going to happen, Ali." he said firmly. "I am _not_ leaving you. _Ever._"

Alison suppressed a sniffle. "You say that _now_," she said, "but you don't know what she could be planning..!"

"No," Superman admitted, "but I _do_ know that we'll get through it, just like we have before."

"Like the Sentinel incident?" Power Girl countered. "We're _still_ feeling the effects of that, Kal."

Superman flinched; he couldn't argue with her there, he knew.

Standing up, Power Girl finished, "I'm sorry, _tausha_, but you _can't_ expect me to be happy about this."

Superman sighed, and stood up. "No, I can't." he agreed. "But it's out of our hands, so can I trust you to back me on this?"

Power Girl managed a weak smile. "Unlike LeRoux, baby, I _can_ be trusted." she replied. Her expression hardened. "I just don't want this to come back to bite us…like I _know_ it will." With that, she darted off, heading back inside.

Alone, Superman sighed to himself. '_Why do I know that she's __**right?**_' he thought, before he darted off, following her.

XXXXXXXX

As the New Mutants, all in uniform, headed through the hallways, heading towards the Danger Room, Lila – or now "Leap" – groaned. "Wasn't the _morning_ session bad _enough?_" she lamented.

Iceman chuckled. "You'll get used to it, Lila."

Jubilee frowned. "I _still_ can't believe that 'Siryn' witch is here." she muttered. "What was the Professor _thinking?!_"

"He was probably thinking that the Institute doesn't need any more trouble from the government." Warren – "Angel," now – replied. "Van Damme Industries – Doom's company – has the resources to fund quite a few lobbyists."

Ron – who now called himself "Leviathan" – scowled. "Well, _that_ sucks."

"No kidding." Boom-Boom said. "Wonder what Princess Loud-Mouth is up to _now_."

"Hang on…this 'Siryn' chick…is she the one who's always trying to steal Kal away from Ali?" Leap inquired.

"The very same." Wolfsbane replied.

Leap scowled. "I hate her _already._"

Magma nodded. "No doubt she's spying on us for her father, Doctor Doom."

At that, Tina – who had taken the nickname "Ghost" – gasped, her eyes going wide. "_D-Doctor Doom?!_" she cried. "She's…_h-his_ daughter?!"

"Afraid so, Spooky." Berzerker quipped.

"Yeah, and she's _just_ as nuts as her old man." Alex – now "Havok" – added.

Paige – now "Husk" – gulped. "She sounds _scary…_"

"She's not so tough, Paige." Cannonball assured her.

"Yeah, and neither is her old man!" Multiple exclaimed. "Clark _seriously_ kicked his butt, a few months ago!"

"_Caution, Jamie; Professor Xavier has previously issued express instructions to refrain from referring to Superman by his Earth-name._" Android stated, looking concerned.

"Metal-Head's right, pipsqueak." Sunspot said. "If Siryn hears any of us say Big Blue's _real_ name, she'll blab it to her old man."

Iceman nodded. "From now on, he's 'Kal,' okay?" At that, everyone nodded, as they headed into the elevator, which took them down to the Institute's lower levels.

Within minutes, the elevator had reached the Danger Room level, and the New Mutants headed into the control room, where the X-Men, Superman, Wolverine, Storm, Mystique, and Beast had been waiting, all in uniform, along with Krypto…and a green-clad, brown-haired young woman who was hovering near Superman, much to the Man of Steel's annoyance.

Leap frowned. "I'm guessing that's Siryn."

Berzerker looked forlorn. "Dude…that is _not_ fair."

As the New Mutants walked in, Siryn turned towards them…and her expression turned to one of disdain. "Kal-El, you _cannot_ be serious." she said. "You expect me to work with these…_amateurs?_"

Boom-Boom frowned. "Oh, she is _so_ getting pranked." she muttered softly.

"This isn't up for debate, Siryn." Superman said firmly. "X-Man status is something you _earn_."

"But you've _seen_ what I can do, Kal-El." Siryn pleaded.

"Individual skill is just _one_ part of being an X-Man, Siryn." Cyclops said. "_Teamwork_ is another."

Siryn frowned. "I've _led_ a team before, Summers."

"What, ya mean how ya bossed Todd, Fred, and Pietro around, last year?" Rogue scoffed. "That's not too impressive, Yer Majesty…and _that's_ not sayin' how we kicked yer butts every tahme."

Siryn's eyes narrowed. "This is _ridiculous…_"

Power Girl chuckled. "If you don't like it, you know where the door is."

Siryn glared at Power Girl…before recomposing herself. "Very well, then; if I must, then I must."

"Good to hear, Princess." Wolverine said. He then turned to Ghost. "You up for it this time, Spooky?"

Ghost gulped. "Um…I-I don't think so…"

Superman smiled gently. "That's okay, Tina; no need to rush."

Wolverine then turned to Superman. "They're all yours, Flyboy."

Siryn smiled, arching an eyebrow. "'Flyboy'?" she repeated. "I _like_ it." At that, Superman just rolled his eyes, before heading down to the Danger Room, followed by the New Mutants…and their newest member.

As they all stepped into the empty Danger Room, Superman looked to his team. "Okay, everyone, like it or not, we're a team, now. This session's objective is Capture the Flag; everyone stay cool, watch each other's backs, and we'll do okay." With that, he looked up to the control room. "Okay, Logan, we're ready."

Wolverine's chuckle came through the audio system. "_Your funeral, Flyboy._" With that, the Danger Room's holo-emitters activated, as the silver metal walls faded away, leaving the entire team in a forested area, with patches of blue sky visible through the canopy.

"Iceman, you, Berzerker and Sunspot take point." Superman instructed. "Angel, you're with me; we'll scout ahead, and locate the target-zone."

"Got it." Angel agreed.

"Wolfsbane, keep those senses on high alert; if you smell anything approaching, yell out." Superman continued. "Android, put your sensors at maximum range and sensitivity."

"Aye." Wolfsbane said, before assuming her half-wolf state.

"_Affirmative._" Android added, his yellow-hued eyes starting to glow brighter.

"Magma, you and Havok keep an eye on our west flank; Jubilee, you, Boom-Boom and Cannonball guard the east; Siryn, cover the rear."

Siryn smiled. "I am _completely_ at your service."

Superman ignored her remark. "Let's move, people." he instructed, before he took to the air, flying ahead, followed by Angel, while the others followed on foot.

After a few minutes of aerial scouting, Superman spotted the target-zone; it was a mile or so due west, on a high hill, guarded by about a dozen robotic drones…with three dozen more between the others and the target area. "Angel: nine o'clock."

"I see it, Big Blue." Angel replied, before he banked into a turn, heading back to the others, as Superman did the same.

In seconds, they had touched down in front of the others. "The target-zone is a mile due west of here; the zone itself is under relatively light guard…but the main force is between us and the zone." Superman said.

"What's the plan, big guy?" Iceman asked.

Superman turned to Android. "Mark, at maximum output, how long can you sustain battle-mode?"

"_After my recent upgrade, my internal generator can sustain battle-mode at maximum power for two to three minutes._" Android replied. "_If necessary, I can supplement my generator by draining power from our adversaries…_"

"You don't need to worry about that, Android." Superman said. "Angel, you, Jubilee, Multiple, and Android are to run skirmish; get in there, stir them up, and then head for the target-zone as fast as you can." He then looked to Leap. "Lila, you can take a couple people with you when you 'port, right?"

"No problem!" Lila chirped…before looking nervous. "I still need to work on my aim, though…"

"Good; I want you to take Havok and Berzerker with you and 'port to the target-zone." Superman said. "Siryn, you take Husk and Leviathan with you and follow her. Once you're there, you're all to secure the area."

Siryn arched an eyebrow. "I mean no disrespect, Kal-El, but could you not accomplish this easily?"

"We can't always rely on a _single_ teammate, Siryn; this exercise's objective is for _all_ of us to reach the target-zone." Superman said.

"There's no 'I' in "Team,' Princess." Boom-Boom quipped, causing Siryn to frown.

"In the meantime, the rest of us are to move in and take out the rest of the drones, making sure that none of them start to fall back to the target-zone." Superman finished. "Everyone clear?" There were no arguments. "Then let's move!" With that, Leap took hold of her two teammates, vanishing in a flash of light, while Siryn conjured green haze around herself, Husk, and Leviathan, teleporting them away, while the others headed towards the target-zone.

Flying ahead of the others, Angel dove towards the cluster of robotic drones, taking out three with one dive-attack before flying off. As the drones turned to open fire on his retreating form, a wave of firework-like sparks washed over them from the side, blinding their sensors, before a squadron of twelve Jamies rushed them. Three Jamies tackled into one drone as a fourth kicked its head off, while two more pushed a second into the path of a third, tripping it and disabling it; three more Jamies surrounded another drone, before dog-piling onto it and disabling it, as the last two jump-kicked a fourth drone.

By then, one drone had gotten a lock on Jubilee's vantage-point, and was about to open fire…when five silver-metal tendrils snaked out from the trees, piercing the drone's armour and draining its power. Retracting his fingers, Android stepped into view, his yellow eyes starting to glow red. "_Engaging battle-mode._" With that statement, Android's body began to shift; his torso grew wider, more powerful, his arms morphing into high-powered force-cannons, while his legs shifted, separating into four, spindly, spider-like legs, as he grew to over seven feet tall.

Locking onto two drones, Android opened fire, utterly annihilating the two drones and sending several others flying. As the rest of the drones opened fire at him, Android morphed into a semi-liquid-metal glob, bouncing to the side, evading their fire, slashing out with a silver tendril as he landed, decapitating two more drones. Re-forming himself, Android blasted two more drones, before spearing a third through the torso with one of his legs…seconds before his eyes started to flash; his generator was running low. Promptly deactivating battle-mode, Android looked to his comrades. "_I believe we have sufficiently 'stirred things up.' A tactical withdrawal is in order._"

Diving low, Angel sent one drone flying with a kick, before touching down. "You heard him, guys; let's get out of here!" he exclaimed. With that, Angel took to the sky, as Android, Jubilee, and all twelve Multiples ran after him.

As the initial attack drew the attention of the dozen drones guarding the target-zone, Siryn's teleportation spell deposited her, Husk and Leviathan directly behind them. "_Try_ not to mess up." Siryn said, as she conjured an orb of lightning in her hand, before firing it and destroying two drones.

Leviathan frowned. "I was about to say the same thing, _Princess._" he snapped, before closing on one drone, its laser-blasts impacting harmlessly against his scales; reaching it, he smashed its face with a punch, and then lifted it up over his head, and tossed it into another.

Turning, Leviathan spotted another drone coming at him…before the drone stopped dead, as a shiny black hand had just punched through its torso. The drone then fell away, revealing Paige, who had just finished 'husking' off her outer layer of skin, revealing the shiny black, ultra-hard layer just below it. Ron smiled at the younger girl; creepy as it was to see her powers work, they got results. "Thanks, kiddo."

Husk smiled. "No problem."

"Splendid." Siryn said. "You two handle things here; I'll go check on our dear leader."

"_Wait!!_" Husk cried. "We're supposed to..!" But Siryn had already 'ported herself away…leaving them to contend with the other seven drones.

Leviathan scowled. "_Great._" he muttered, readying himself as three drones closed on them…

"_EEEEYYYAAAAARRRRGGGGHHHH!!_"

Leap's scream cut the air just as her flash of light illuminated the air just above the drones as she crashed down on top of one, her two teammates landing on their feet just behind the drones. With expert aim, Berzerker fried the two approaching drones with a high-voltage blast, while Havok took aim at the last two and sent them packing with twin force-blasts from his hands.

Lila groaned piteously as she stood up. "I have _got_ to work on my aim."

After Angel, Multiple, Jubilee, and Android had withdrawn, Superman called out, "_Move in!!_" At that order, the rest of the New Mutants moved in; snarling, the now fully-wolfen Wolfsbane charged at one drone, while the powered-up Sunspot flame-blasted two drones that were aiming at her, giving his comrade time to close on her target and pounce, biting into its throat, shutting it down.

As five drones closed on him, Cannonball took aim, and cannon-blasted himself into the approaching drones, sending them all flying; before the drones could regroup, Magma assumed her fiery state, and melted them all into slag.

Forming a handful of her cherry-bombs, Boom-Boom tossed them into a cluster of drones, where they detonated with impressive blasts, taking out three drones and knocking three more into the air; before they could land, Superman flew towards them and smashed each one into scrap with a single punch. As he touched down, another drone leapt at him, catching him in a headlock…

…and was blasted into scrap by a mystic firebolt.

Turning, Superman's eyes went wide as he saw who it was. "_Siryn?!_ What are you _doing?!_"

Siryn smiled. "Why, helping you, of course!"

Superman's eyes narrowed. "I _told_ you to stay and secure the target-zone..!"

"Hey, Big Blue?" Iceman called out, holding several drones at bay with sub-zero blasts. "A little help?"

Superman glared at Siryn briefly, darting over to assist his comrade. "_Deep Freeze!_" he instructed. "Everyone get _clear!_" Iceman instantly understood, and assumed his frozen state, focusing a sub-zero blast in his hands as Superman readied his frost-breath. Once their teammates were clear, Iceman fired his ice-blast first, seconds before Superman unleashed his frost-breath.

Iceman's blast was instantly magnified a _thousandfold_ by Superman's breath, as a blast of near-Arctic wind instantly froze every single drone _solid._ "Everyone head to the target-zone!" Superman called out; at that instruction, the others all ran towards the target-zone, now secured by the rest of their team. In minutes, all the New Mutants had reached the target-zone; the second they were all there, the simulation ended, as the holograms faded away, revealing the Danger Room.

"_Time: five minutes._" came Wolverine's voice over the audio system. "_Not bad, but I'm not doing cartwheels, either._"

Superman nodded…before turning to Siryn, his expression stern. "Siryn, just _what_ did you think you were doing?"

Siryn frowned. "That's a nice way to talk to someone who helped you."

Leviathan scoffed. "Yeah, at _our_ expense."

Superman's eyes narrowed. "I told you to back up the others at the target-zone; you dropped the ball, and they could have gotten _hurt_ because of it."

Siryn rolled her eyes. "_Anyone_ with a _grain_ of competence could have handled those _toys_, Kal-El; it's not _my_ fault that we're both forced to work with imbeciles…"

"Oh, that _does_ it!!" Leap shouted, rolling up her sleeves. "Say your prayers, Super-Bitch!!"

"_Lila._" Superman said firmly, calming the angered girl.

Siryn scoffed. "I rest my case, Kal-El."

Superman frowned. "Siryn, if we can't trust you in _training_, what makes you think we're _ever_ going to trust you in a _real_ situation?" he asked. Turning to the others, he added, "Good work, everyone."

Just then, Superman's belt-buckle started to beep. Cyclops' chuckle came in over the audio system. "_Sounds like you're needed elsewhere._"

"Sounds like it." Superman agreed. "I'll see you guys later." With that, he darted out of the Danger Room at top speed, heading for the surface, while the New Mutants headed back up to the control room, letting the X-Men head in for their own session.

XXXXXXXX

_Academy of Tomorrow, Boston, Massachusetts_

In the underground command chamber of the high-tech Academy of Tomorrow, 21-year-old Emma Frost, in her uniform – white tight pants, a white tube top that accentuated her ample curves, and a white cape – smiled to herself as she regarded the large view-screen…which showed several video-feeds of the Justice League in action.

"Getting a bit obsessed, aren't we, Frost?"

The blonde-haired White Queen of the Inner Circle rolled her blue eyes, turning to see 21-year-old Shinobi Shaw, his mid-length black hair flowing freely, his dark green eyes narrowed, his 'pretty-boy' face twisted in a scowl, clad in his usual dark blue business suit over his lean frame. "I don't recall needing to justify my actions to you, Black Pawn."

Shinobi's scowl grew; his demotion was _still_ a sore spot for him. "It was with _my_ help that you organized this school, Frost…"

"…which is why your father allows you to remain here." Emma finished. "Regardless, I have been _studying_ our dear Kryptonian and his team, Shaw; they will be _formidable_ foes, no doubt about that."

As the view-screen showed an image of Superman catching a crashing airplane, Shinobi scowled. "We've _wasted_ these past few months, Frost; now the alien and his 'League' have an orbital _headquarters!_ We should move against them _now_, before their interference compromises any more of the Circle's affairs..!"

"Patience, Shaw." Emma said. "To have the Hellions attack the Justice League head-on is _foolish_." Her smile grew sly. "As your father always says, Shaw, it is the _smartest_ warrior that claims victory…which always puts _you_ at a disadvantage."

Shinobi just glared at her. "This plan of yours had better work, Frost." he muttered…before he smiled. "It will be quite nice to see the lovely Alison, again."

Emma simply smiled. "Oh, you needn't worry, Shaw." she replied. "Provided that you can keep your lust in check, I have _every_ confidence that it _will._"

XXXXXXXX

_Xavier Institute_

'_X-Men, Siryn, please report to my office immediately._'

The Professor's telepathic message echoed through their minds just after the X-Men's team-session had ended, prompting them to head to their mentor's office. The session had gone fairly well, Power Girl noted to herself, as she and her teammates – along with Siryn – headed out of the elevator, walking towards the Professor's office.

She would likely _never_ get used to having _her_ around.

As they stepped into the Professor's office, they all noticed the Professor's grave expression. "What's wrong, Professor?" Cyclops asked.

"A few minutes ago, I received a phone-call," the Professor replied, "from Emma Frost."

_That_ surprised the X-Men. "_Emma Frost??_" Phoenix exclaimed.

"The chick running that _other_ mutant team, the Hellions?" Spyke muttered. "What's _she_ want?"

"Apparently, Emma contacted me to invite me – as well as all of you – to visit her institution – her Academy of Tomorrow – in Boston." Professor Xavier answered. "She also suggested that she might be interested in our schools working together."

"Professor, you _can't_ be serious!" Shadowcat exclaimed. "She's working for that 'Inner Circle'!"

"Kitty's right, Professor; she's _big-time_ bad news." Avalanche agreed.

"I won't deny that this has some risks," the Professor replied, "but if Emma is sincere, I _must_ at least hear her out." His expression turned haunted. "I failed her _once_…"

Cyclops' expression mirrored that of his mentor. "I'll go with you."

"Me, too." Phoenix added.

All the X-Men nodded, echoing their agreement, causing the Professor to smile. "Thank you."

"I, too, would be happy to accompany you." Siryn added.

Rogue scowled. "Since _when_ are you an X-Man, 'Yer Majesty'?"

"Unless I'm mistaken, Emma's invitation was directed at 'all of us,' which includes _me._" Siryn replied.

Gambit arched an eyebrow. "Gambit got t' say, dat sounds a li'l fishy."

"What, are you in on Frost's scheme, lady?" Spyke snapped.

Siryn's eyes narrowed. "If you _must_ know, Daniels, Emma _happens_ to be a dear friend of mine, as well as one of my former tutors." she answered. "Prior to coming here, she had inquired if I wished to attend her institution, but regretfully, I had to decline."

The Professor slowly nodded. "Emma _did_ mention that fact, as well as her extending the invitation to you, Anita…as well as to Superman." he admitted. "I suggest you all prepare to depart; I will contact Superman and appraise him."

Siryn smiled. "I, for one, will be _delighted_ to see Emma, again." With that, she turned to go.

Power Girl glanced towards the door, her hearing having detected something…and as her eyes flashed electric blue, they widened. "Siryn…"

"_What_, Blaire?" Siryn asked haughtily. "Going to tell me that I'm not welcome here? That this little expedition is part of my alleged 'plan'? That Kal-El is _yours_ and I'd best quit now?" She smirked. "If I cared one _whit_ about your words…" With that, she opened the door…

_SPLASH!!!_

As Siryn opened the door, the expertly placed bucket of ice-water crashed down onto her, utterly dousing her, the bucket itself covering her head like a cap…as the sound of laughter echoed from down the hallways.

Unsuccessfully suppressing a giggle, Power Girl tipped up the rim of the bucket, revealing Anita's incredulous expression. "_Actually_, I was _just_ going to tell you about that bucket of water…but I see you've already figured that out." Power Girl said. "That's what happens when you don't listen." At that, Siryn's eyes narrowed, before she stormed off, while the rest of the X-Men, chuckling, headed off, to prepare.

XXXXXXXX

_Watchtower, Earth orbit_

After rescuing the sinking freight-liner in the north Atlantic, Superman and Green Lantern promptly headed to the Watchtower, entering via one of the Tower's airlocks; as the outer hatch closed behind them, the airlock filled itself with air, allowing Green Lantern to lower his force-field. "Another day at the office." John quipped.

Superman chuckled. "You said it."

The inner hatch then opened, allowing them into the Tower, as they headed to the Monitor Womb, where the rest of the League was waiting for them. "Superman, we've just received a transmission from Professor Xavier." J'onn reported as they walked in.

Superman's eyes widened in surprise. "Is everything okay?"

"Not sure." Flash said. "Apparently, this 'Emma Frost' lady invited us, Professor X, the X-Men, and this 'Siryn' chick to visit _her_ school for mutants."

Hawkgirl arched an eyebrow. "That 'Siryn'…isn't she..?"

"Anita LeRoux, adopted daughter of Victor von Doom, heir apparent to the Latverian throne." Batman said, his eyes never leaving the computer terminal he was working at. "LeRoux is an Alpha-Class mutant; abilities include UHF/ULF vocal modulation and suggestion, and a high-intensity sonic-blast, in addition to unquantified thaumaturgical abilities."

Flash blinked. "_Huh??_"

"Her voice can make other people do what she wants, she can generate a high-powered sonic scream, and she knows magic." Superman translated.

"Oh."

"She sounds like a keeper." Aquaman quipped. "_Why_ is the Professor letting her hang around?"

"Van Damme Industries makes considerable under-the-table contributions to known lobbyists," Batman answered, "some of which are less than friendly to mutants."

Wonder Woman frowned. "And this is _allowed?_"

"Technically, it's _not._" Superman explained. "Accepting donations from Doom could be seen as bribery at best, and treason at _worst_…but it's still done, without anyone finding out about it."

Wonder Woman's eyes narrowed. "We must endeavour to _expose_ this treachery."

"Fine with us," John said, "but that still doesn't solve the immediate problem; from what Clark's told us, this 'Emma Frost' is in cahoots with the Inner Circle."

"This is _obviously_ a trap." Hawkgirl said.

"I'm not saying I disagree with you," Superman replied, "but the Professor likely feels obligated to at least _try_ to make peace with his former student…"

"…which is likely what this Frost woman is _counting_ on." Diana said. "Circe _herself_ would be hard-pressed to concoct a more diabolical ploy."

Superman nodded. "That's why I'm going to accompany the others to this 'Academy of Tomorrow'." he stated.

"As will I." J'onn added. "Given Frost's telepathic abilities, she may attempt to psychically probe the others' minds; we will need every telepath available to ensure that does not happen."

"I'll tag along, too, in case Frost and her students try anything." Aquaman said.

"I have business in Gotham." Batman said. "Robin and Batgirl have reported that Penguin's planning a heist."

"Beacon's also intercepted a transmission detailing an arms shipment coming through New York." Hawkgirl said. "It hasn't finished decoding the transmission, so we don't know when the shipment is arriving or who ordered it; we know it's happening _today_, but that's it."

Superman nodded. "Then the rest of you should remain on stand-by, so that at least _some_ of us are ready if the shipment arrives soon." he replied.

"Agreed." Green Lantern said. "Good luck."

"Thanks." Superman replied, as he, Aquaman, and the Martian Manhunter headed for the vehicle bay.

XXXXXXXX

_Academy of Tomorrow_

By the time the Blackbird had reached Boston, the sky was starting to take on a twinge of red, as sunset began to approach. As the Blackbird arrived at the coordinates that Emma Frost had given the Professor, Cyclops saw that the Javelin-1 had just arrived as well. Both vehicles promptly touched down on the front lawn, and the X-Men, Siryn, and the Professor disembarked, as Superman, Aquaman, and the Martian Manhunter did the same.

Glancing towards the Academy, Spyke whistled. "Gotta admit, Frost's got a _nice_ place."

Looking at the school, Cyclops had to admit, it was impressive; whereas the Institute's design was more traditional, the Academy's architecture was decidedly more high-tech. The Academy's main building was around the same size as the Institute itself, built of silver metal, and large glass windows, with a large glass dome in the center of the building's roof, letting sunlight shine in. A few meters to the west of the main building was another, slightly smaller building, similar in design to the main one, except that it was reminiscent of a gymnasium.

Emma had clearly blown out all the stops on her school.

As they walked towards the main building's front doors, Emma walked out to greet them. "Why, Charles, how good of you to come." she said, smiling. To the X-Men, she added, "It's a _delight_ to finally meet all of you; I've heard _such_ wonderful things…"

"First _we're_ hearing of it." Scarlet Witch muttered.

Chuckling, Emma's smile grew as she spotted Siryn. "Anita, I'm _so_ glad you decided to come!"

Siryn smiled back, as she and her former teacher exchanged friendly air-kisses on each other's cheeks. "_How_ could I refuse to come see my second-favourite teacher?"

Emma chuckled. "Only _second?_ I'm hurt!"

Siryn laughed. "Now, Em, you know _that_ honour belongs to Papa!"

Emma smiled. "You're biased, my dear girl."

"_Naturally._"

Glancing to Cyclops, Phoenix sent a mental chuckle his way. '_Well, __**that**__ explains a few things…_'

Walking over towards Superman, Aquaman, and Martian Manhunter, Emma smiled. "Well, I'm sure we need no introduction, handsome."

Superman frowned, folding his arms neutrally. "Unfortunately, no."

Emma lightly frowned. "Oh, you're not dwelling on our _last_ meeting, are you?"

"You must admit, Emma, that we cannot help but be surprised." Charles said. "In our last encounter, some unkind things were said."

Emma sighed. "Ah, but that was _before_, Charles; as you can see, things have changed in these past few months." She smiled. "Who would know better than all of you?"

Her expression grew serious. "Because of that, I have realized that the two of us – and our respective charges – opposing each other is _foolishness._" she continued. "With our kind now exposed, we cannot let ourselves be divided by petty differences in opinion."

"I'm glad to hear you say that, Emma," the Professor replied, "but I hope you'll forgive me if I'm somewhat…sceptical."

Emma smiled. "I suppose I can't really blame you." she said, gesturing to the door. "Please, come in, and let us give you a _proper_ tour of the Academy; perhaps that will put some of your doubts to rest."

Cyclops frowned…before he slowly nodded. "It's okay with me." he said. "Professor?"

The Professor nodded. "Very well." he replied. With that, he, the X-Men, Siryn, Superman, Aquaman, and the Manhunter all followed Emma into the Academy.

As Emma led them into the Academy, Cyclops saw that several of the Hellions – the hulking powerhouse Beef, the electro-kinetic Bevatron, the microwave-wielding Firestar, and their leader, the telekinetic Hellion – were waiting for them, clad in their uniforms, consisting of full red-and-black bodysuits, frowning; clearly, Emma's students weren't any happier about this than _they_ were. "I assume you remember Buford, Fabian, Angelica, and Julian." Emma said.

"Oh, yeah." Cyclops said. "They're kinda tough to _forget._"

Hellion scowled. "Same to _you_, Goggle-Boy."

"Now, Julian," Emma said, her tone lightly scolding, "we mustn't be rude to our guests. Why don't the four of you give our esteemed friends a tour of our school; I'm sure they're all curious."

Julian's scowl grew. "Yeah, whatever." he muttered.

"Good." Emma said. "If you'll excuse me, I have other business to attend to; I hope you enjoy your stay." With that, Emma walked off, while the four Hellions started to lead them down the nearest hallway.

'_Scott?_' Phoenix sent to Cyclops. '_I don't trust her; not one bit._'

'_You and me both, Red._' Cyclops agreed. He then lightly widened his thoughts, including the Professor in their talk. '_Professor, are you __**sure**__ this was a good idea? You don't __**need**__ to be a telepath to tell that she's up to something._'

'_I agree, Scott; I have no doubt that Emma likely has some ulterior motive for inviting us here,_' the Professor telepathically agreed, '_but we cannot simply dismiss this opportunity because of that. She may simply require our help._'

'_Then why not just come out and ask?_' Scott replied.

Charles mentally chuckled. '_Scott, if you knew her as a child, you would know that Emma is __**far**__ too proud for that._'

'_I still don't buy it, Professor; this smells like a set-up._' Phoenix thought.

'_Perhaps, Jean,_' the Professor thought back, '_but we cannot ignore this opportunity, if there is even a __**chance**__ that Emma is sincere; our allies are few and far between, now more so than ever._'

Phoenix sighed. '_Maybe, but we don't have to __**like**__ it._'

Glancing around, Cyclops commented, "Nice place you guys have here."

Hellion smirked. "It's no 'Watchtower', but it's home."

"Your school appears quite new." Martian Manhunter observed. "Has it been established long?"

"One year, _approximativement._" Bevatron answered.

Firestar nodded. "Ms. Frost told us that someone once inspired her to create the Academy."

"I see." Charles said softly.

"So, what exactly is that 'Watchtower' like, anyway?" Beef said, his eyes narrowing.

Smiling, Siryn stepped closer to Superman, her arm lacing around his elbow, ignoring Power Girl's glare. "I've been somewhat curious about that, myself, Kal-El." she cooed. "What _is_ your headquarters like?"

Politely but firmly, Superman removed her arm from his. "Except for monitoring emergency frequencies and scanning for suspicious transmissions, it's not much different from the Institute."

Hellion scowled. "And you have to be in orbit to do _that?_"

"Outer space is neutral, kiddo." Aquaman said. "By staying up there, we let everyone know we don't play favourites."

"Well, isn't _that_ nice." Hellion scoffed. "I'm sure the guys aiming the missiles at you will think so, too."

Superman chuckled, ignoring the shot. "Well, hopefully, nothing we do will make anyone _want_ to fire anything at us," he said, "but in the worst case, we're capable of defending ourselves."

Siryn giggled. "Regardless, _who_ would be foolish enough to attack _you?_"

Spyke chuckled. "Hate to say it, but she's got a point." he said. "You'd have to be pretty _dumb_ to go after Big Blue and the League." At that, Hellion just scowled, as he and his teammates led them further into the Academy.

XXXXXXXX

As her students led Charles and the others away, Emma headed to her office, smiling to herself.

The old fool had taken the bait; Xavier was so determined to make peace – to believe that she'd seen the 'error of her ways' – he'd walked right into her clutches, bringing his students _with_ him.

'_Speaking of which,_' Emma thought to herself, her smile growing, '_since my students are showing them __**our**__ school, it's only fair that we learn more about __**them.**_' She knew for a fact that strapping Kryptonian's thick skull was impenetrable as far as her telepathy was concerned, but Charles' quite human – so to speak – students were another matter. She reached out with her thoughts, listening…

No sooner had she found the thought-train of the young Scott Summers, chatting with his little red-headed paramour, than a psychic brick-wall slammed itself in front of her psyche, blocking her completely.

Emma momentarily recoiled, before trying to push through the block…to no avail. Emma's eyebrows narrowed in confusion; had Charles detected her? Even if he had, she should have been able to make _some_ headway. It _could_ have been the Grey girl…but Emma doubted it; Charles' little fire-bird hadn't seemed to even _notice_ her. Cautiously, Emma tried to zero in on the thoughts of the Blaire girl…only to hit that same iron-clad block, nearly causing her to psychically _scream_ in frustration; what was going _on..?_

'_**I know very little of Earth customs…but on my world, trying to read the thoughts of guests uninvited is considered extremely RUDE.**_'

Emma almost gasped, as her mind followed that booming psychic voice back to the telepathic _giant_ looming over her mind, utterly _dwarfing_ her in power.

_The Martian._

Emma remained calm, lightly smiling. '_Well, now, my fine green friend, you can't blame a girl for being curious…_'

'_**I believe, Miss Frost, that your world has a saying about curiosity.**_' the Manhunter replied. '_**If this happens again, I assure you that felines will not be the ONLY ones in danger from curiosity. Am I understood?**_'

'_Yes. You've explained it quite clearly._' Emma thought. '_I hope that you weren't offended by this minor gaffe…_'

'_**Your sincerity was called into question the moment we received your invitation, Emma Frost,**_' the Martian answered, '_**and this incident does not speak well of you. However, out of respect for Charles Xavier, I will let the decision of whether or not to leave rest with him; Charles wishes to believe in you. If you value that belief, do NOT try this, again.**_' With that, the Manhunter ended the telepathic conversation.

Alone in her mind again, Emma lightly winced, rubbing her temples from the Martian's booming psychic voice, mentally kicking herself for being so foolish; she had underestimated the Martian's abilities, which may very well have endangered their little operation..!

Emma quickly calmed herself; she hadn't felt the Martian try to invade her thoughts – with a psychic signature like _his_, she would have been able to tell…though it was doubtful if she could _stop_ him – and her own thoughts had been shielded, preventing her from at least giving their plan away. It was likely that the Martian simply thought she had just been curious; the plan was still on track.

Still, Emma was going to have to be careful, and guard her thoughts carefully, especially when the Martian was around; Emma was no slouch, telepathically – she _knew_ she could hold her own against Xavier…perhaps even surpass him, she thought with a smirk.

But if she ever faced the Martian…it would be no contest; to disable her, all he had to do was grab hold of her psyche and _yell_ at her.

Emma's frown then dissipated, her expression turning neutral, as her mind returned to the present moment; her gaining the secrets of the Justice League had only been a side-plan, while the _real_ one was still safe. With these thoughts, Emma headed on her way, to continue that plan…before she had to return and play the perfect hostess to the idealistic _fool_ who thought he could 'save' her.

XXXXXXXX

After about an hour of touring the Academy, the four Hellions led their guests to an elevator, before heading down. "This leads to our training simulator." Hellion explained. "It's what we use to train in using our powers."

Cyclops nodded. "Sounds like what we use, back home." he commented, before directing his thoughts at their Martian comrade. '_Any sign of Emma, J'onn?_'

'_None, yet, Scott,_' J'onn thought back, '_but I would still advise you all to maintain mental blocks for the time being._'

Cyclops nodded; after J'onn had discreetly notified them that Emma had attempted to read their thoughts, every one of the X-Men had promptly raised their mental shields, grateful that their training had included lessons on how to block telepathic intrusions, as well as J'onn's lessons on the subject. Between their own guards and their two psychic teachers, Cyclops was optimistic that Emma Frost wouldn't be eavesdropping on them.

The Professor wasn't thrilled to hear that Emma had tried that, but he was still willing to stay, to at least _try_ to speak with her.

His thoughts returning to the tour, Cyclops had to admit that they hadn't encountered anything suspicious, other than their guides being less than enthusiastic. They had seen the spacious dorm-rooms, the pleasant atrium, complete with satellite TV, as well as the gymnasium building, complete with an indoor heated pool…which had caused several of the X-Men to look a bit envious.

Before too long, the elevator emerged into a control room overlooking a vast metal chamber below…which reminded Cyclops a bit of the Danger Room. Looking around, he spotted Emma, along with the rest of her students: the skilled ex-Marine Thunderbird, the violet-haired feline metamorph Catseye, and the quiet, sandstorm-generating Dust. Like their four comrades, they, too, were in uniform, except for Dust, who was wearing a full black robe and veil, the traditional garb of a young Muslim lady.

As they walked in, Emma turned to greet them, smiling. "I trust that you're enjoying the tour, so far?"

Charles nodded. "I must admit, Emma, your Academy is impressive."

Emma's smile grew, and for a brief moment, there seemed to be _something_ behind it, before it quickly faded. "I'm flattered that you think so." she replied. She then gestured to the training chamber below. "Our facility utilizes state-of-the-art holographic imaging systems to create a number of training simulations. In addition, the chamber itself is equipped with a number of training devices…"

"Talk's cheap, Miss F." Hellion interrupted, causing Emma to lightly frown. "What say we _show_ our guests how it works?"

Superman arched an eyebrow. "You had something in mind?"

"Yeah; how about a little four-on-four?" Hellion replied. "Me, Angie, Sooraya, and Buford against you, Fish-Boy, Blondie and LeRoux."

At that notion, Dust looked nervous. "I…I don't know…" she whispered softly.

Catseye smiled. "You'll do fine, Soori." she assured the younger girl.

Charles frowned. "Is this _really_ necessary, Emma?"

Emma just smiled. "Oh, come now, Charles; nothing wrong with a bit of friendly competition."

Siryn smiled. "I think it's a _wonderful_ idea."

Shadowcat rolled her eyes. "You _would._"

Superman lightly frowned. "I don't know…"

"Hey, I'm up for it." Aquaman said, grinning.

Power Girl nodded. "Let's show these wannabes, baby."

Smiling wanly, Superman nodded. "Okay."

Scarlet Witch smiled. "Kick their butts, bro."

Superman chuckled. "Will do, sis." With that, Superman, Power Girl, Aquaman, and Siryn, along with the four Hellions, stepped into the control room's elevator, heading down into the training chamber.

XXXXXXXX

As he walked into the training chamber with the others, Superman couldn't help but feel uneasy. '_Why do I get the feeling that this __**isn't**__ going to be just 'a bit of friendly competition'?_'

Hellion smirked. "The rules are simple: last team standing wins." he said. "Beyond that, anything goes."

"Fine with us." Aquaman agreed.

"Good." Hellion said. "B-Man? Angie? Soori? Attack Pattern _Delta._"

Firestar nodded. "Got it, Julian." she agreed.

"Okay by me." Beef said.

"Okay." Dust added softly.

Superman's eyes narrowed. "Everyone stay cool; if we stick together, we can handle this."

Power Girl cast a wary glance towards Siryn, before nodding. "Okay."

"_Commence simulation._"

The instant that statement echoed from the chamber's audio system, Firestar fired a high-powered thermal blast from her hands at them. Instantly, Superman unleashed a blast of frost-breath, freezing the air directly ahead of them, blocking Firestar's attack. "Aquaman, flank right! Siryn, 'port to the left and see if you can distract them!" Superman instructed. "Power Girl, try and get the drop on them from above before Dust can..!"

His instruction was cut off as the roaring Beef plowed through the ice, tackling into him and pushing him back to the wall, where Beef slammed him with a barrage of punches…until Superman caught his fist effortlessly, before he inhaled and _blew_ the mutant powerhouse away like a _leaf._ "So much for 'friendly competition'." Superman muttered.

"What, the mighty 'Man of Tomorrow' can't take a punch?" Hellion sneered, as he telekinetically levitated a slab of steel out of the floor, and tossed it at Aquaman, who leapt to the side.

"Ali, _paste_ this jackass!" Aquaman exclaimed. Power Girl promptly took to the air, firing her eye-rays at Hellion, who blocked them with a PSI-bubble, keeping him pinned, and allowing Aquaman to charge at him, slamming his barrier with a haymaker, shattering it and sending him sprawling.

Before Aquaman could react, the recovered Beef closed on him and caught him from behind. "Angie, _fry_ this fish!" he shouted; Firestar nodded, and took aim at Aquaman, readying a thermal blast…

…and seconds before she could fire, Aquaman slammed his head backwards, smashing Beef in the nose, before breaking his grip and flipping behind him, kicking him forward, where Firestar's blast sent him flying.

As Aquaman's feet touched down, he was suddenly knocked off-balance as the floor beneath him started to rise, revealing itself as a laser-turret, which opened fire on Power Girl, who generated a hard-light barrier around herself, deflecting the shots. "What the..?!" Aquaman shouted.

"Expect the unexpected, Fish-Boy!" Hellion shouted, as he got up, and telekinetically threw Aquaman off the turret, causing him to land hard, but he quickly recovered.

As Dust whirled herself into a sandstorm, sending a blast of sand towards her, Siryn conjured a gust of wind, blowing the sand away…as another turret rose up behind her, taking aim…

"Siryn, watch out!" Superman exclaimed, darting between her and the turret as it opened fire, the shots deflecting off of his invulnerable frame, before he fired his eye-rays, melting it into scrap.

Startled, Siryn turned around…before smiling radiantly. "You saved me…" she cooed.

"If you want to return the favour, try _raining_ on Dust's parade." Superman replied, before he darted back into the fray. Her eyes narrowing, Siryn summoned a torrential _downpour_ over Dust, thoroughly soaking her and washing her sand away, causing her to drop to the ground.

Darting away from the turret's shots, Power Girl blasted it with a hard-light beam, obliterating it, before she evaded a thermal blast from Firestar. Her eyes narrowing, Power Girl inhaled, and unleashed a blast of gale-breath, sending Firestar flying. Before she could press the advantage, she was knocked out of the air by one of Hellion's PSI-pulses. His eyes narrowed angrily, Hellion telekinetically pinned Power Girl to the nearest wall, ready to finish her off…but he was stopped as a red-and-blue blur darted between him and Power Girl.

Superman glared at him angrily, before he simply reached towards him…and _flicked_ him with his finger.

The impact of that flick – that tiny little flick – was _more_ than enough to send Hellion flying across the room, to crash into the wall, cratering it. Turning towards Power Girl, Superman smiled, and extended his hand to her; smiling back, Power Girl accepted it, and stood up. Superman then turned towards Hellion. "Well, Julian? Had enough?"

Coughing, feeling as though he'd been hit by a _cannonball_, Hellion dragged himself to his feet. "You _wish_, Super-Loser!" he shot back, before he looked to the control room, nodding.

"_Holographic systems engaged._"

Almost instantly, the metal chamber was replaced by a vast rocky canyon, with all of them at the bottom. "Terrific." Aquaman muttered. "Any ideas, Big Blue?"

Superman's eyes narrowed as he thought. "Power Girl, you take Firestar; block every shot she makes, and take her out at close range." he instructed. "Siryn, when Dust starts to go sandstorm, hit her hard and fast. Aquaman, the two of us will take out Tiny and Julian." He grinned. "Remember those old western-movie marathons we used to watch with the others as kids?"

Aquaman grinned. "Lone Ranger maneuver?"

Superman nodded. "Hi-ho, Silver."

Roaring, Beef charged at Superman, who dug in his heels, and stopped Beef's charge cold, his eyes narrowed. "You guys want to play for _keeps?_" he asked. "_Fine by me._" And he punctuated the sentence with a lightning-fast uppercut, knocking Beef into the air, before darting ahead of the airborne mutant and slamming him with another punch, and then intercepting him and decking him again; to anyone else, Beef seemed to be getting bounced back and forth by a crimson blur. After several punches, Superman caught Beef by the ankle, and spun him around at high speeds, before _tossing_ him at Hellion. '_It's not quite lassoing a bad-guy and tossing him into another, but it's close enough._'

Hellion's eyes widened, as he telekinetically caught the human missile that was his teammate…seconds before Aquaman closed on him, slamming him with an uppercut, sending him flying; Hellion was knocked back, but telekinetically caught himself, before he sent Aquaman sprawling with a PSI-pulse, and then _reaching_ for the rocky walls of the canyon with his TK, causing a mini-avalanche, burying Superman under several hundred tons of rock.

Power Girl's eyes widened as she saw her _tausha_ get buried, but her thoughts quickly returned to the present moment as she evaded a thermal-blast from Firestar. Forming hard-light shields on her forearms, Power Girl darted at Firestar, deflecting each blast sent her way, closing on her fast. Her expression turning desperate, Firestar unleashed the strongest thermal beam she had; as the blast shot towards her, Power Girl raised _both_ her shields, strengthening them as much as she could, as the beam impacted her shields, and was deflected away, searing into the rock-wall…causing the wall to shake, small pebbles starting to fall.

Her eyes widening, Power Girl knew she had to stop Firestar before she caused an avalanche; darting towards the girl at super-speed, Power Girl tackled Firestar, sending her flying, to land hard, dazed, but otherwise fine.

As Dust whirled into a sandstorm, Siryn tried to summon a rain-storm, but Dust stunned her with a sand-blast, before closing on her, trapping her in her storm. Her irritation rising, Siryn 'ported herself out of the sandstorm; enough was _enough_. She took a deep breath…

"Siryn, _wait!!_" Power Girl cried out. "Don't use your sonic-scream! If you use it here..!"

"_Don't_ presume to order me about, Blaire!" Siryn snapped…before she unleashed her scream; a _wall_ of sheer sonic force exploded from Siryn's lungs, blasting Dust _clear_ out of her sandstorm and knocking her out…before the canyon walls around them started to shake, larger rubble starting to fall.

"Oh, dear." Siryn muttered. "I suppose I had best take my leave." With that, she 'ported herself away.

An _extremely_ ticked-off Power Girl was about to do the same…but she couldn't leave Firestar and Dust there; darting over, she picked up Firestar, hoisting her over one shoulder, before zipping over and lifting up Dust, and then darting out of the avalanche-zone as fast as she could, setting Dust and Firestar down as soon as they were clear.

Outside the avalanche-zone, Hellion walked towards the rubble where Superman was buried. "Let's get one thing _straight_, Boy Scout; you're not taking _my_ job." he spat. "This is _my_ team; this is _our_ school, and we don't _need_ you and your..!"

But he stopped, as the rubble started to shake…seconds before Superman burst free, without a scratch; before Hellion could react, Superman sent him flying with a burst of gale-breath, sending him crashing into the canyon wall.

"You can _keep_ your job, Hellion." Superman said flatly, walking over to him. "Are we done here?"

Hellion scowled at him. "Yeah."

"Good." With that, he extended his hand, to help him up; frowning, Hellion ignored the gesture, and got up on his own. As the rest of the Hellions slowly got up, the holographic simulation ended, allowing the entire group to head for the elevator.

As both teams returned to the control room, Emma smiled. "Well, it's easy to see that the Justice League's reputation is well-deserved," she said, "as is that of your X-Men, Charles."

"Thank you." Charles replied.

"Vay to go, guys!" Nightcrawler exclaimed.

Aquaman grinned. "Thanks, Little Blue."

Her eyes narrowed, Power Girl glared at Siryn. "What the _hell_ was _that_, LeRoux?!" she snapped. "You could have gotten us all _killed!!_"

Siryn blinked. "It…was a calculated risk…"

"Yeah! _You_ calculated, _we_ took the risk!!" Power Girl shouted. She turned towards Superman. "I _told_ you having her with us was a bad idea." She said angrily. "Try using those ears of yours for _listening_, next time." With that, she stormed off, towards the elevator.

Hellion chuckled. "_Smooth_, Casanova."

"Perhaps we should take our leave; my students undoubtedly have other things to attend to." Emma said. "Hellions, you are dismissed." As the Hellions turned to go, Emma turned to the Professor. "Charles, I believe that we have some things to discuss; might we discuss them in private?"

"Of course." Charles agreed.

Cyclops looked concerned. "Are you sure, Professor?"

"Yes, Scott; I'll be fine."

Emma smiled. "In the meantime, please, make yourselves at home." she said. With that, she and the Professor headed towards the elevator.

"Gambit got t' say, dis place still don' seem right." Gambit thought aloud.

"You and meh _both_, Cajun." Rogue agreed.

"We'd better keep our eyes peeled." Cyclops said. "We'd better take a closer look around."

Superman nodded. "I'd better find Ali, and let her know."

Shadowcat giggled. "Before or _after_ she yells at you?" she teased.

"Ha ha, very funny, Kit." Superman quipped.

"Everyone be careful." Cyclops warned. "If this _is_ a trap, we're at a disadvantage by being on _their_ turf; if you discover something, notify the rest of us _first._" At that, the entire group headed for the elevator…

"Kal-El?"

Superman automatically frowned as Siryn called out to him. "May I speak with you…alone?"

Superman's frown grew. "Not now, Siryn…"

Siryn's expression became earnest. "I only ask for a moment of your time…"

Superman sighed. "You guys go on ahead." he said to the others. "I'll be right behind you." With that, the others went on ahead, and Superman turned to face Siryn, his arms folded neutrally. "What is it?"

Siryn lightly smiled. "I just wanted to thank you for saving me." she answered. "I'm…glad to know that, in spite of everything, you care about me…"

"I care about _everyone_, Siryn."

"Of course." Siryn cooed. "That's why you formed that team of yours, isn't it?" She chuckled. "I'm sure that there are those who aren't too happy that you all operate on your own discretion…"

"I admit, not everyone trusts us," Superman said, "but we'll show them that they have nothing to fear."

"Of course." Siryn said, her smile growing. "So, when do I get to see your 'Watchtower'?"

Superman's frown grew. "Siryn…"

"I'm _sure_ that you've already shown your little…shown Alison," Siryn said, her tone growing sour at Alison's name, "so I can't help but feel left out, Kal-El…"

"Well, _I_ can't help but feel _annoyed_ at how you keep using my full name." Superman retorted, his eyes narrowing.

Siryn blinked. "Pardon?"

"Kal-El is my _complete_ name; first name Kal, family name El. _Kal-El._" Superman said. "It's getting _annoying._"

Siryn gasped. "Oh, I'm so sorry!" she exclaimed. "I've been so terribly _formal!_" She smiled, before reaching out to place her hand on his chest. "The time has _long_ passed for any formality to exist between us…"

"_ENOUGH!!_" Superman shouted, his voice shaking the room, causing Siryn to draw back. "Siryn, I've _tried_ to be patient, but I've _had_ it! I happen to think that Alison is absolutely _right_; you could have gotten people _hurt_ today – both just now, _and_ back at the Institute!" His eyes narrowed angrily. "If you _are_ just here because of some plot that your father cooked up, then I kindly suggest that you pack your bags and _get out of my sight._"

Siryn looked hurt. "But…Kal…"

"That's _Superman_ to _you._" Superman corrected firmly. "'Kal' is reserved for my friends and loved ones…and _you_, Anita LeRoux, are _neither._" With that, he turned to go…

At that, Siryn started to sniffle. "I…I suppose I deserved that." she sniffed. "I _know_ I've caused you all so much trouble, but…I-I don't want you to _hate_ me…"

Superman paused at that, her tone tugging at his heart-strings; other than Kryptonite, crying girls and sympathy were his biggest weaknesses – Kitty's "puppy-dog eyes" were proof of that. He quickly steeled himself. "Siryn, you spent the better part of last _year_ trying to destroy my friends – including _Ali_ – and trying to get me to join your father." he accused. "For all I know, he likely _told_ you to do _exactly_ what you're doing, now..!"

Siryn smiled weakly. "Actually, my father was initially _against_ me coming here."

Superman blinked. "What?"

"It was difficult in convincing him to let me come here," Siryn continued, "but I _needed_ to do so; I _had_ to understand."

"Understand _what?_"

Siryn smiled. "To understand…why you are what you are." she replied. Her expression turned honest. "Kal…Superman…you have more power than anyone I have ever _known_, perhaps even more than my father…and yet…you are completely _different_ from him. Not only that, but you actually _defied_ him, something which many – myself included – would _never_ do." She looked up at him. "You use your power for the betterment of those who are _completely_ undeserving of it, asking nothing in return…and no matter _how_ hard I try, I _cannot_ understand why…so I _had_ to come here." She lightly smiled, reaching towards him…and then pulling her hand back, thinking better of it. "And as for my overtures towards you…I simply could not _help_ it…"

At her statement, Superman felt torn; part of him still felt as Alison did – namely, that letting Siryn stay at the Institute was a _Hindenburg_-bad idea, that she was Doom's daughter, through and through, and that it was only a matter of time before she double-crossed them…

…but wasn't that a reason why she should _stay?_ Siryn likely knew nothing _but_ what Doom had taught her; here was a chance for her to see the _other_ side of things…and realize _just_ how wrong Doom was…

"I know that you have little reason to trust me," Siryn said, "but I _would_ like for us to be friends…" she lightly giggled, "…although I will not deny wanting to be _more…_"

Superman frowned. "Like I said before, Siryn," he replied, "I'm with _Alison._ As for being friends…we'll see." With that, he turned towards the elevator, to see if he could find Alison.

XXXXXXXX

After storming off, Power Girl stopped in the Academy's atrium, looking out at the rapidly setting sun, hoping that it would cool her frayed nerves, as she wondered _how_ things could have gotten so messed-up…

"Quite the lovely view, isn't it, my dearest?"

Power Girl instantly flinched, as she turned to see Shinobi Shaw standing next to her, her eyes narrowing. "What are you doing here, Shaw?" she snapped.

Shinobi smirked. "Surely you didn't think that Frost built this school out of her _own_ pocket, did you?"

Alison rolled her eyes. '_Figures._' "Well, in case you didn't notice, I wanted to be _alone_ right now, so get _lost._"

"I'm surprised that your precious 'Kal' isn't here to console you." Shinobi commented. "But, then again, that new teammate of yours _is_ quite the distraction, isn't she?"

Power Girl glared at him. "I _said_ get _lost_, Shaw."

"To wilfully ignore one as lovely as yourself…well, I've always _said_ that there must be _something_ wrong with his mind." Shinobi continued. "What he and his 'League' are doing is proof enough…"

Power Girl's eyes narrowed; Shaw's crass mention of her _tausha_ only served to _worsen_ her anger. "Contrary to what you might believe, Shaw, not _everyone_ is driven by selfishness and greed."

Shinobi chuckled. "My dear Alison, do you _honestly_ believe that he can actually change the world?" he laughed. His expression darkened. "I'm still curious as to who said that it was his place to even _try._"

The insinuation was clear. Glaring at Shinobi, Power Girl said, "Shaw, if all you're going to do is snipe at my _tausha_, I think I'll look at the sunset _elsewhere._" With that, she turned to go…

"He'll fail, you know."

At that, Power Girl stopped. "Regardless of how much he and his 'League' tries, the Kryptonian will fail." Shinobi continued. His tone turned sour. "Oh, yes, my dearest, there are those who find his 'heroics' amusing – you yourself are proof of that – but there is _one_ thing that amuses the masses even more than a hero."

Shinobi smirked. "And _that_, my dearest, is to see a hero _fail_…and believe me, he _will._"

Power Girl's fist clenched. "That sounds like a threat."

"Consider it a statement of fact." Shinobi replied. "History has taught us nothing but the fact that heroes _fall_…and I would spare you from going down with him, my dearest…"

Power Girl's glare stopped him cold. "You're forgetting _one_ important fact, Shaw." she snapped. "Even _if_ you're right about history, it's just _Earth_ history that tells us that…but Kal's not _from_ Earth; as far as your 'lesson' is concerned, with _him_, all bets are _off._"

Shinobi scowled. "His kind have no _place_ here, Alison." he snarled. "If you stay with him, when he goes down…"

"Shaw, I'd _rather_ fall with him than be with someone like _you._" Power Girl shot back. "Consider _that_ 'a statement of fact'." And with that, she walked away, leaving Shinobi behind.

XXXXXXXX

After exiting the elevator, Superman started to look for Alison; closing his eyes, he listened for his _taushi_'s heartbeat…and found it – she was heading away from the atrium, on the other side of the Academy. Superman frowned worriedly, before heading towards the atrium, to talk to her…

"S-Superman..?"

Superman paused as he walked into the living room, turning to see Dust sitting there, studying a copy of the Koran. "Um…p-please forgive me if I am too forward," Dust whispered, "b-but I just wanted to thank you."

Superman blinked. "For what?" he asked.

Dust lowered her eyes. "I…I lived in Afghanistan before Miss Frost found me." she began. "I…I used to live in a…a bad place, until I was rescued by UN people. They took me to…to a refugee camp…but I had a very bad sickness; they said that a relief ship carrying medicine was coming…but it nearly got shot down…but you saved it." She lifted her gaze. "W-Without that medicine, I would have died…"

At that, Superman gently smiled; he remembered that day well – it had been in his earliest days as Superman – before anyone had even started _calling_ him that – and he'd responded to a UN distress call in Afghanistan; a relief plane had taken a missile-hit, and was going down. He'd managed to escort the plane safely to an air-field, and flown off before anyone could see him. "It was the _right_ thing to do." Superman replied. His smile grew as he glanced to her reading. "After all, does the Koran not teach us to strive to do good?"

Dust's eyes widened in genuine surprise. "Y-You…you read the Koran?" she whispered. "But…b-but you are not a Muslim…"

Superman smiled, and answered, in fluent Arabic, "_I do not need to be a Muslim to find wisdom in the words of the Prophet, peace be upon him._"

Even with her face hidden by her veil, Superman could tell that the use of her native tongue brought a smile to Dust's face. Her eyes lit up as she replied. "_D-Did your people believe in God?_"

Superman nodded. "_We called Him Rao, which is Kryptonian for 'Father of All'._"

Dust's tone turned worried. "_W-Were there any…I-I mean, did religion cause any wars on…on Krypton?_"

Superman sighed. "_Religion, along with other things._" he admitted. "_There was a time in Kryptonian history known as the Age of Wars; the title is self-explanatory. It began some time after my people evolved our abilities…and all this power caused many of them to get power-hungry; the Age of Wars consisted of nothing but petty, meaningless wars, and it only ended after the Twelve Wise Ones stepped in._"

Dust blinked. "_W-Who?_"

Superman smiled. "_The Twelve Wise Ones were Kryptonians gifted with telempathy, letting them sense the thoughts and emotions of others, giving them great wisdom, enough to both end the Age of Wars and lay the foundation of modern Kryptonian society, as well as forming Krypton's governing body, the Council of Twelve._"

"_Really?_" Dust asked.

Superman nodded. "_My people learned from their mistakes, Dust,_" he finished, smiling, "_just like yours can._"

Just then, Superman's ears picked up a familiar heartbeat, and he smiled, seconds before Power Girl walked into the room. "Hey." he greeted.

"Hey." Power Girl replied, wearily smiling.

Superman noticed her expression. "Are you okay?"

Power Girl lightly frowned. "Just had a run-in with Stupid Shaw."

Superman reflexively frowned. "Oh."

"Yeah."

Dust piped up. "M-Mr. Shaw sometimes visits the Academy, since he helped Miss Frost found it…b-but I don't think he's very nice…"

Power Girl lightly chuckled at Dust's unintentional understatement. "You can say _that_ again."

Superman weakly smiled. "I…I think we have a couple of things that we should talk about…" he said.

Power Girl nodded, her expression mirroring his. "Yeah, I think we do."

Superman was about to ask her if they could speak in private…when his communicator started to beep. Superman promptly checked it…and frowned; Beacon had completely decoded the transmission – the arms shipment was due to arrive within the hour. J'onn and Aquaman had already been notified. He sighed. "We'll have to talk later."

Power Girl sadly nodded. "Okay." she said. "Be careful."

"You, too." Superman replied, before he hurried towards the exit, to meet up with his teammates.

XXXXXXXX

After a few minutes of walking – or rolling, in Charles' case – Charles and Emma reached her office. As Charles rolled his wheelchair to one end of her desk, Emma promptly sat down across from him. "Well, I suppose we have a lot to talk about." Emma said.

"Indeed we do." Charles agreed. "For starters, I couldn't help but be concerned at how your students handled the simulation; they seemed to be taking it quite seriously."

Emma chuckled, as she telepathically answered. '_Oh, come now, Charles; surely your students aren't scared of a few bumps and bruises?_"

Charles frowned. '_I suppose I just have a problem with my students being treated like enemies by those who had expressed interest in being __**friends.**_'

'_You know how children are, Charles; they're always stubborn to let grown-ups do what they believe is best for them._' Emma replied. '_Wasn't __**I**__ proof of that?_'

'_I suppose so,_' Charles warily agreed, '_but after you tried to scan my students' thoughts, I'm beginning to wonder…_'

'_Call it curiosity._' Emma answered. '_You can't tell me that __**you've**__ never taken a peek at someone's thoughts?_'

'_When it was absolutely __**necessary**__, yes._' Charles said. '_But out of idle curiosity, __**never.**_'

Emma frowned. '_Well, aren't we the dull one. No wonder Kal-El is such a Boy-Scout._'

Charles chuckled. '_Actually, Emma, I cannot take the credit for Superman's outlook; that honour belongs to another._'

'_Oh, really?_' Emma thought. '_Do tell._'

Charles frowned. '_That secret is not mine to tell, Emma._'

Just then, a sonic boom shook the air, seconds before the Javelin took off. '_Speak of the devil._' Emma thought. '_It looks like your golden-boy has left you alone._'

Charles' eyes narrowed. '_Emma, why did you ask me here?_'

Emma smiled slyly, before cupping a hand to her ear. '_Do you hear that, Charles?_'

'_Hear what?_' Charles answered. '_I don't hear anything._'

'_Precisely._' Emma said archly. '_No sonic boom. No flash of red-and-blue racing to the rescue…because no sound is escaping through the Academy's sound-proof walls. What that means, dear Charles, is that our strapping Kryptonian cannot hear the sound of sleeping gas filling this room._'

Charles' eyes widened, as he quickly turned his wheelchair, reaching for the door…but it was locked.

He was trapped.

Smiling archly, Emma slipped on a gas-mask. '_I must say, I thought you were smarter than this, Charles…but then again, your idealism was __**always**__ your weakness. Did you __**really**__ think that I would turn to your point of view? That you could 'save me'? I never __**needed**__ saving, Charles. I'm just __**fine**__, thank you very much._'

Charles' vision started to get hazy as the gas started to take effect. '_Emma…why..?_'

'_Because you're weak, Charles._' Emma snapped. '_You would have all of our kind sitting at the humans' __**feet.**__ Well, you didn't infect __**me**__ with your weakness; I'm not going to let you do the same to the future leader of our race._' With that, she tapped a button on her desk, opening a secret door in the wall, before stepping through, leaving Charles, as he slipped into unconsciousness.

XXXXXXXX

After leaving the old fool in her office, Emma headed to the underground vehicle-bay, smiling to herself as she telepathically summoned her students. As she emerged from the elevator, she was pleased to see that the Hellions had already arrived. "So, Miss F, you gassed Professor X, right?" Hellion asked.

Momentarily frowning at Julian's usually insolent tone, the White Queen nodded. "Our dear Charles is having a little nap."

At that revelation, Dust looked sad. "M-Miss Frost?" she asked. "The Professor…h-he isn't a bad man…why did we have to..?"

Emma's expression turned regretful…although her thoughts were anything but; still, she had to put on an act for Sooraya's benefit. "Charles Xavier _is_ a good man, Sooraya, but his ideas are foolish; his beliefs would leave all mutants weak, making us vulnerable to the humans who would hurt us." she said.

Catseye nodded. "So, what's our mission?" she inquired.

Emma smiled. "A good friend of ours has expressed interest in acquiring a bit of laboratory equipment." she answered.

"Why can't he get it himself?" Thunderbird asked.

"Because, John, I'm afraid that OsCorp has always been less than generous in that regard."

Bevatron chuckled. "And the X-Men?" the French youth inquired.

Emma's smile grew. "I'm afraid that our guests will be a bit too busy to join us, what with the little parting-gift we left them." she answered. Her expression turned firm. "Time is of the essence, Hellions; move out." With that, she and her students headed into the high-tech hover-jet that they used for their missions, seconds before the jet powered up, and took off, soaring out of the previously-concealed landing strip, flying off, towards their objective.

XXXXXXXX

A few minutes after Superman, Aquaman, and the Martian Manhunter had to leave, the X-Men all met up in the main entrance of the Academy. "Anyone find anything?" Cyclops asked.

"Negative, Fearless." Avalanche answered. "Except for the students having to head to the lower levels for training, this place checks out."

Power Girl nodded. "I was just talking with Dust a minute ago, and she said she had to go, too." she confirmed.

"Dat's odd," Gambit said, "'cause Gambit jus' come from de trainin' chamber; emptier den a N'awlins bar after de day after de Mardi Gras festival."

Scarlet Witch nodded. "Something _is_ up."

Shadowcat looked worried. "Jean, any word from the Professor?"

Phoenix shook her head. "I'll see if I can contact him." With that, she started concentrating…and her eyes went wide. "I-I can't reach him! Something's _wrong!_"

Nightcrawler gulped. "Vhy do I get zhe feeling zat zhis vas a trap..?"

"Because it _was_."

At that, the X-Men all turned to see Siryn walk in. "I happened to pass one of Emma's students – Bevatron – as he was heading to their 'training exercise,' and had a little _chat_ with him on UHF." Siryn said. "He told me that Emma has the good Professor in her office, unconscious, and that she and her students are heading to New York, to pay a visit to OsCorp Headquarters; I then simply told him to forget our little talk, and came to find you."

Cyclops' eyes narrowed. "Why are they heading to OsCorp?"

"He did not know."

Phoenix looked stricken. "We have to get the Professor _out_ of there!!"

Rogue nodded, her eyes narrowing. "And _then_ we gotta track down that psycho-bitch and kick her scrawny white..!"

Suddenly, thick metal plates slid down in front of the door and windows, barring them inside, as numerous laser-defence turrets popped out of panels in the walls.

"Somehow," Siryn commented, "I fear that will be easier said than done."

"Phoenix! Power Girl! _Barriers!_" Cyclops instructed; at once, Phoenix raised a PSI-bubble, which Power Girl reinforced with a hard-light barrier, seconds before countless laser-blasts lanced towards them…impacting the shield harmlessly. "Nightcrawler, can you 'port outside and get to the Blackbird?"

"_Jawohl!_"

"Good; get the Blackbird ready. The rest of us will get the Professor." Cyclops said. As Nightcrawler _bamfed_ away, Cyclops' hand went to his visor. "Rogue, Spyke, Scarlet Witch, let's take these turrets out!" At that, Rogue removed her glove and tapped their leader on the nose, duplicating his powers, before she and Cyclops unleashed sweeping optic-blasts, decimating numerous turrets. Popping clusters of bone-spikes on his forearms, Spyke let the spikes fly, spearing a half-dozen turrets, while Scarlet Witch fired several hex-bolts at another half-dozen, causing them to spontaneously short-circuit.

In seconds, the hall was clear. Phoenix and Power Girl promptly dropped their barriers, before the entire team darted down the hallway, heading for Emma's office. They were just a few meters away from the entrance when another steel plate dropped in front of the office door, as another wave of turrets popped out of panels in the walls. "Gambit, can you pick that lock?" Cyclops asked.

Gambit grinned. "Faster den Kit can burn de pap'rweights she be callin' muffins."

"_Hey!_"

"Power Girl, cover him." Cyclops continued. "Phoenix, Siryn, take out those turrets."

Power Girl glared at Siryn. "_Try_ not to drop anything on our heads, this time."

Siryn's tone was just as dry. "I make no promises."

With that, Gambit bolted towards the door, followed by Power Girl, who reflected incoming shots with light-barriers, occasionally returning fire with her eye-rays. Phoenix backed up her teammates with blasts of psychic flame, melting down numerous turrets, her attack supplemented by Siryn's mystic flame-bolts.

In seconds, Gambit and Power Girl had reached the door; Gambit promptly went to work at cracking the lock, while Power Girl kept the laser-blasts off of him. "How long do you think this will take, LeBeau?"

"Hmm…looks like de Frost lady sprung for de 'ole nine yards wit' _dis_ office." Gambit commented, as he worked the control console next to the door. "Jus' got t' get de gas pumped out…"

Power Girl deflected several laser-blasts, before blasting several turrets with her eye-rays. "Any time, now..!"

"De gas be out…now all Gambit got t' do is…_voila!_"

At that, the steel panel lifted up…revealing _another_ metal sheet behind it.

Gambit grimaced. "_Merde_, dis _femme_ 'ave one _nasty_ 'ate fer de 'fessor." he muttered. "Dis gon' take a l'il while…"

"We don't _have_ time!" Power Girl shouted. With that, she turned towards the door, turning the built-in MP3 player on her belt up to _maximum_ volume, before she pulled her fist back, and _slammed_ the metal panel, putting her fist right _through_ it, before pulling it clear out of the door.

Gambit snorted. "Well, if y' wanted t' do it de _easy_ way…"

With the way clear, the rest of them darted through the hallway, heading into the office…where they found the Professor, out cold. Her expression stricken, Phoenix reached for him with her mind. '_Professor, wake up!_'

After a few seconds, their mentor stirred. "What…what happened?"

"Remy got t' 'and it t' y', 'fessor Xavier," Gambit quipped, "y' sure can pick 'em."

The Professor's eyes went wide. "My God…what have I done..?"

"We can worry about that _later_, Professor." Cyclops said. "Is the Blackbird ready?"

At that, Shadowcat phased her head out from the wall. "Kurt's got it ready to go!" she reported.

"Good. Phoenix, contact him; tell him to bring it _this_ way." Cyclops said, before he grinned. "I don't know about you guys, but I think Emma's office could use a _view_; Lance?"

Avalanche grinned. "One king-sized window, coming up!" he declared. With that, he walked towards the wall, placed his hands on it, and focused; the entire room began to shake, seconds before the entire wall utterly _collapsed_, revealing the Blackbird as it pulled up alongside the Academy, its outer hatch open. Phoenix carefully levitated the Professor, wheelchair and all, into the Blackbird, before they hopped inside; once they were all aboard, Power Girl shut the hatch and locked it, as Cyclops headed to the cockpit, taking the pilot's seat next to Nightcrawler in the co-pilot's seat, before taking the Blackbird up, heading for home.

As they flew, the Professor was still distraught over what had happened. "Everyone…please, forgive me." he said softly. "I…I had honestly thought that Emma could change, that I could reach her…"

"You don't need to apologize, Professor." Phoenix assured their mentor.

"Yeah! I mean, how many times have _we_ goofed up over the past two years?" Shadowcat agreed. At that, Professor Xavier's expression lightened.

"So, what now?" Spyke asked.

Avalanche smiled wryly. "What say we go _crash_ Frost's party?"

"Fahne by me." Rogue said.

Cyclops nodded. "I'll radio Kal and the League, let them know what's going on." With that, he switched on the radio, hailing the Javelin, while altering course, heading for New York City.

XXXXXXXX

_East Seaport, New York City_

By the time night had fallen over New York City, the illegal arms shipment had already been taken care of.

Minutes after the vessel carrying the shipment had docked, Superman and the Justice League had moved in. Within a matter of minutes, the crooks moving the crates of weapons had been rounded up, the crates left in plain sight, along with the cargo manifests, and the authorities had been alerted.

As the police pulled up to the dock, they all smiled and shook their heads in wonderment at yet another case left for them…oblivious to the nine pairs of eyes watching them from a nearby shadowed rooftop.

As he looked down at the scene, Superman lightly smiled, as he lightly scratched Krypto behind the ears, earning a happy pant from his pet. "Another job well done."

Flash grinned. "Some days, you gotta work for it, and some days, it just walks right up to you."

Wonder Woman's expression turned concerned. "I only hope that our friends are faring as well."

The Martian Manhunter nodded. "Despite Emma Frost's assurances, I cannot help but be concerned."

"Hey, the X-Men are tough; they'll be okay." Aquaman said.

Hawkgirl turned to Batman. "Any leads on who ordered this sale?" she inquired.

Batman nodded. "Beacon has traced the transaction back through several corporations…all of which are dummy companies of Shaw International."

Superman frowned, as Krypto let out a soft growl at the name. "That name's like a bad penny; seems to be turning up everywhere we look."

"More so than you think." Batman replied. "I've looked into this 'Academy of Tomorrow;' the materials and labour used in its construction were paid for by Shaw International."

Green Lantern scowled. "This is starting to look more and _more_ like a set-up."

"_Slim Shady calling the Magnificent Eight; you guys there?_"

As Cyclops' voice came in over their communicators, Superman promptly responded. "Boy Scout here, Slim. Everything okay?"

"_Oh, sure…except for being double-crossed and having to escape from a death-trap; you know, the usual._" Cyclops replied. "_As you likely guessed, Frost changed her mind about making nice with the Professor._"

Superman frowned. "Yeah, the death-traps sounded like kind of a giveaway."

"_We managed to catch wind of Frost's plan; she and the Hellions were heading to OsCorp HQ; we were just on our way there._"

"Thanks for the heads-up, Slim; we're on our way." Superman replied. "Keep this signal open; we'll co-ordinate on the way."

"_Understood, Big Blue; we'll see you there._"

Flash chuckled. "Looks like the job's not over."

"Guess not." Superman agreed, before his tone turned serious. "Let's move." With that, he, Krypto, Wonder Woman, Green Lantern and Hawkgirl took to the air, while the others headed back to the Javelin, before following them to OsCorp HQ.

XXXXXXXX

_OsCorp New York Headquarters_

The dark of night had fallen over the imposing skyscraper of the headquarters of OsCorp's New York division, and all was silent…

…because the normally vigilant night guards that patrolled the building in the late hours had been put to sleep by a psychic pulse.

Inside the main security station, a soft, sand-laden gust of air wafted through the air vents above, gliding towards the control console, before it blew against the main switch, deactivating every single security system in the building, as the breeze blew back into the vent, returning to Dust through the main air intake valve.

With the alarms off, it was simple for Emma Frost and the Hellions to open the rooftop door, leaving their hover-jet on the rooftop landing pad, and _walk_ into the vast main laboratory on the thirty-sixth floor. Looking around, Hellion arched an eyebrow. "So, what are we looking for, Miss F?"

Walking over to a computer console, Emma booted it up, and began searching through the files…before she smiled. '_Well, well, Norman Osborn…what have __**you**__ been up to..?_' As she initiated a download, the White Queen turned back to her students. "Hellion, Thunderbird, Beef, there should be a large glass chamber in the corner to your left; get it and take it back to the ship. Catseye, Dust, next to that chamber should be two smaller units, approximately the size of a microwave; we'll also need those…"

"Uh…Miss Frost?" Beef asked. He gestured to the window. "I think we've got trouble…" Arching a snowy eyebrow, Emma turned towards the large glass window…and her eyes widened.

There, floating in front of the window, his arms folded, and his eyes narrowed crossly, was Superman.

Emma quickly recomposed herself. "Well, aren't we punctual." she said. "But don't you have _other_ matters to attend to..?"

Suddenly, the latches on the window popped open, and the window swung open, allowing Superman to float in, followed by the ever-faithful Superdog…and then by Power Girl, and then Phoenix, who was levitating both herself and Cyclops. Seconds later, the Batman swung in by a grapnel-line, landing perfectly next to Superman, as Wonder Woman flew in, followed by Green Lantern, who was levitating himself and Aquaman in an energy-sphere, and Hawkgirl, seconds before the Flash ran up the side of the building, coming to a stop inside the window. To their left, a cloud of green haze appeared, as Siryn teleported herself, Rogue and Scarlet Witch inside, followed closely by a sulphurous _bamf!_ before Nightcrawler appeared, with Spyke and Gambit next to him. To her right, Emma couldn't help but feel unnerved as the imposing green form of the Martian Manhunter walked through the wall, seconds before Shadowcat phased herself and Avalanche through the wall.

They were surrounded.

"Well," Emma said softly, "I must admit, I am surprised to see all of you."

Cyclops' eyes narrowed. "You tried to kill the Professor, _and_ all of _us…_"

Phoenix finished his statement. "…and you _didn't_ expect us to _do_ anything about it?!"

Emma's eyes narrowed. "I suppose we have a problem, then."

"You most certainly do, _witch._" Wonder Woman snapped.

"We have you surrounded," Superman said, "so I suggest you give yourselves up before this gets _ugly._"

Hellion glared at him. "Super-Loser, this got ugly the _minute_ you guys showed up." he snarled. "Hellions, _attack!!_" With that, the Hellions charged at them.

Roaring, Beef charged straight at Superman, tackling into him, his momentum knocking them both out the window; in mid-air, Superman flipped backwards, _throwing_ Beef off of him, tossing him onto a nearby rooftop. As Beef got back on his feet, he was sent flying again as a crimson streak barrelled into him at Mach Six-plus speeds, before Flash turned and plowed into him again, knocking him into the air, where Nightcrawler 'ported in, slamming him with a mid-air jump-kick, 'porting away before Hawkgirl dove towards him, slamming him with her mace and sending him flying.

Charging his powers, Bevatron sent a high-powered blast of blue-white electricity crackling at them, but Green Lantern raised a shield from his ring, deflecting it. His eyes narrowing, Hellion levitated a massive piece of machinery into the air, hurling it at Green Lantern…but Phoenix telekinetically caught it, imbuing it with psychic flame, before sending it back at Hellion, forcing him and Bevatron to leap aside.

Dodging away from one of Firestar's thermal blasts, Cyclops returned fire with an optic-blast, but his aim was spoiled as Dust whirled herself into a sandstorm. "_Power Girl!_" he called out. Her eyes narrowing, Power Girl started to inhale…

"Blaire, wait!" Siryn called out. "Brace yourself; you're about to get a power-boost!"

Power Girl blinked. "_What??_"

"_Trust_ me!" With that, Siryn inhaled, and unleashed a narrow-field sonic scream, focusing its force at Power Girl.

Wincing, Power Girl took the sheer brunt of the sonic attack…before her mutant ability automatically transmuted the sound energy into _light_ energy, supercharging her powers. Inhaling deeply, Power Girl unleashed a blast of gale-breath, de-spinning Dust's sandstorm, giving Siryn the opening she needed to knock the girl out with a mystic force-bolt.

The threat momentarily dispatched, Power Girl and Siryn looked at each other with mutual semi-mistrust, with a twinge of confusion mixed in; they were nowhere near _close_ to being friends, but they _were_ on the same side…for _now…_

Then, spying Catseye creeping up behind Siryn, in her half-feline form, Power Girl's eyes widened. "Krypto, _sic 'er!_" she cried out.

At that, Siryn's eyes widened in horror as the Kryptonian war-hound pounced towards her…and then _over_ her, intercepting Catseye in mid-leap, tackling into the metamorph and sending her flying.

Power Girl smiled at Krypto. "Good boy, Krypto!"

Siryn smiled weakly. "Um…yes…g-good boy, K-Krypto."

Rapidly generating bone-spikes, Spyke tossed them at Bevatron with deadly accuracy, but the French mutant shock-blasted them away easily. "Cajun! Intercept!" Spyke shouted out, forming two spikes and tossing them to the side – causing Bevatron to lose his focus on the target – into Gambit's hands.

Gambit grinned as he charged up the spikes. "'ey! Fishy!" he called out, tossing the charged spikes to Aquaman, who threw them at Bevatron.

Bevatron reacted instantly, blasting the spikes…and detonating them, sending him flying. As he struggled to his feet, Aquaman closed on him and decked him with a haymaker, knocking him out.

Grabbing Thunderbird by the arm with an energy-lasso, Green Lantern reeled him in to slam him with an elbow strike to the temple, but Thunderbird countered it with an uppercut, which Green Lantern blocked. "Not bad, kid."

"Ex-Marine, Bravo Company." Thunderbird retorted, headbutting Green Lantern, causing him to lose his focus on the beam. Thunderbird then swung at him, but Green Lantern reversed it.

"Too bad, Marine." Green Lantern snapped. "_Angel_ Company." And he punctuated the sentence with a fast left-jab, knocking Thunderbird back, right into the trap he had set; as Thunderbird stumbled back, Avalanche unleashed a focused tremor underneath him, collapsing the floor and sending him falling to the level below.

As Firestar unleashed a thermal-blast at him, the Martian Manhunter massed himself, altering his density to be harder than _steel_, shrugging off the blast. As Firestar's beam subsided, the Manhunter telekinetically slammed her against the wall, stunning her, giving Shadowcat enough time to phase her partially into the wall, immobilizing her…where Rogue promptly tapped her with her bare hand, draining her and knocking her out.

As Hellion recovered, his eyes narrowed as he saw Batman closing on him. "What, am I supposed to be scared?!" he sneered, sending a PSI-pulse at him, but the Dark Knight expertly darted aside, drawing a Batarang and throwing it at him. Hellion gestured, stopping the whirling weapon inches from his face, smirking triumphantly…

…until Batman tapped a button on his utility belt, detonating the Batarang and releasing a cloud of smoke, blinding Hellion. The young telekinetic's eyes darted around, widening as he saw shadows moved behind the haze. Suddenly, pain exploded in his right side, as an iron-hard fist slammed into his rib-cage. Hellion turned, trying to find his unseen assailant…before a lightning-fast kick smashed into the back of his knee, forcing him down. Then, Hellion's eyes went wide as the Dark Knight stalked towards him, looming over him like a vengeful thundercloud..!

Batman's moves were fast, precise, and deadly-efficient; a hook to the jaw, a knee to the stomach, an uppercut, and a back-fist strike; in a matter of _seconds_, Hellion was on the floor, groaning in pain.

As the Dark Knight ceased his attack on her pupil, the White Queen readied an attack of her own, to psychically bring him to his _knees_…but her focus was broken as a golden lasso snared her arm, as the Amazon Princess yanked Emma off of her feet, pulling her into attack-range. As Wonder Woman prepared to strike, Emma quickly assumed her diamond-like state, seconds before the Amazonian fist smashed into her face.

Frowning, Wonder Woman shook her hand, as the unharmed Emma smirked. "You cannot hurt me in this state, my dear."

"Perhaps not," Wonder Woman admitted, "but I know of one who _can._" With that, she turned to her teammate.

The Martian Manhunter's red eyes glowed white. '_**EMMA FROST!!!!**_'

The Martian's psychic roar made Emma cry out in pain, clutching her head…as she returned to her normal state; Wonder Woman's fist moved like lightning, connecting solidly upon Emma's face, sending her flying, to crash into the wall hard.

Slowly, the White Queen got to her feet, a trickle of blood leaking from her mouth. "Hellions," she whispered, "exit strategy."

At that, Hellion fought to get to his feet, and reached out with his telekinesis, and started to collapse the ceiling on top of them…

Seeing what Hellion was trying to do, Superman darted back into the building, and placed his hands on the ceiling, holding it up. Hellion's eyes blazed with fury, as he tried to pull harder, but Superman didn't let it budge an _inch._

"_Julian! Enough!_"

Hellion snarled, as Dust started to whirl into a sandstorm, covering their retreat. "This _isn't_ over!!" he shouted, before disappearing into the sand.

"Everyone, fall back!" Superman called out. At that, everyone quickly started to pull out of the lab; once everyone had left, Superman darted outside through the window, as the ceiling collapsed.

Within minutes, they had all regrouped on a nearby rooftop, with the Javelin and the Blackbird hidden close by. "Nice teacher you had there, LeRoux." Power Girl said.

Siryn smiled wryly. "Yes, well, Emma _did_ believe in 'tough love,' as the expression goes."

"We'll have to keep a close eye on the Hellions, from now on." Superman said.

"We _all_ will." Cyclops agreed.

"Quite a day we've all had." Flash quipped.

"I've seen better." Spyke said.

Power Girl sighed. "Can we go home, now?"

Superman chuckled. "Yes, _taushi_," he said, "we can go home." With that, they all headed back to their vehicles, to head home.

XXXXXXXX

_Academy of Tomorrow_

Alone in the command chamber, Shinobi kept his outer manner calm as he addressed the Inner Circle's Lord Imperial. "I have just received word from the White Queen, my Lord; she and her team have reached the safe house undetected. She also reports that, while they failed to retrieve the required equipment, they _did_ manage to retrieve the necessary data."

The cold, calculating face of 40-year-old Sebastian Hiram Shaw, the Black King of the Inner Circle, nodded thoughtfully, his cold green eyes in a neutral stare, his dark hair kept tied back. "_Well, I suppose that's something._" he thought aloud. "_I assume that the Justice League's interference was the cause?_"

Shinobi nodded…as he automatically scowled. "My Lord…Father…I must protest; the alien and his 'League' are becoming increasingly problematic. The longer we wait in neutralizing them, the more dangerous they become..!"

"_Don't be stupid, boy._" Sebastian snapped. "_If Victor's plan is successful, the Kryptonian and his team may very well provide the Hellfire Club with its most powerful weapon yet. I will not have you throwing that away simply because of your childish rivalry._"

Shinobi kept calm. "Yes, my Lord." he replied, before speaking the Hellfire Club's salute. "Hellfire burns eternal."

"_Hellfire burns eternal._" With that, the transmission ended.

Scowling, Shinobi left the command chamber, retiring to his personal quarters. His father was a _fool_; the Kryptonian was a _threat_, both to him _and_ the Inner Circle – his father was _idiotic_ to think otherwise…

…and to have demoted him.

Shinobi's scowl grew. His father had no respect for him; he knew that, now. His father would _never_ acknowledge him as his successor, and he was to be denied the power and wealth that was _his_ by birthright…

…unless he _took_ it.

Stepping into his room, Shinobi took out the leaden box that hid his greatest secret.

He had been moving slowly, cautiously, gradually gathering support amongst those who were dissatisfied with his father's leadership; he wasn't ready yet, but soon, the day would come.

_Rebellion._

He would rebel against his father, and seize power for himself…and when he _did_…

Smiling wickedly, Shinobi opened the box…revealing the beautifully crafted, glowing green, serrated dagger of refined Kryptonite.

When he took power, he would _plunge_ this blade into the Kryptonian's heart, ridding himself of his rival…and the lovely Alison would be _his._

Smiling, Shinobi picked up the dagger, holding it in his hands; it felt _good_, like it belonged there.

It felt like _victory._

Quickly putting the dagger back, Shinobi closed the box and hid it; no-one could suspect that he had it.

It was his little secret…until the day of his ascendance came.

XXXXXXXX

_Xavier Institute_

After returning to the Institute with the X-Men, while the rest of the League returned to the Watchtower, Superman, Power Girl, and Krypto touched down on the front lawn. Power Girl was just about to head inside, but Superman stopped her. "Ali, wait." he said gently. "We still need to talk."

Alison sighed. "Okay," she began, "_maybe_ I overreacted, earlier today…but can you _blame_ me? She's been trying to break the two of us up for the past _year!_ How am I _supposed_ to feel when the man that I love asks me to trust someone like _that..?_"

"I _don't_ trust her, _Alia._"

Superman's words made Alison pause. "I wouldn't be surprised at _all_ if this is just one of Doom's tricks, that she's just here to spy on us, or to gain access to the watchtower, or _worse_, the _Fortress._ I made it perfectly _clear_ that I'd be keeping an eye on her; if she tries _anything_, she's _gone._"

Alison blinked. "Kal…why are you letting her stay here at _all..?_"

"Because Siryn – Anita – never had a choice, before now." Superman said. "She was _raised_ by Doom, _taushi_; she doesn't know anything but what he's shown her." He lightly smiled. "We have a chance to show her something _different._"

Alison smiled weakly. Part of her wanted to tell her _tausha_ that it was still a bad idea, that Siryn was _beyond_ saving…but she _couldn't_; saying that to Kal – to _Clark_ – was like telling him to stop flying – it was who he _was_. He didn't just _save_ people; he made people _better_ – people like Lance, like Mystique…just to name a _few_.

It was part of why she _loved_ him…and she _couldn't_ ask him to stop being the man she loved.

"I _still_ don't like her," Power Girl said, "and part of me _still_ thinks this is a dumb idea…but I guess I can _try_ not to kill her."

Superman smiled. "It probably _is_ a dumb idea," he agreed, "but sometimes dumb ideas work."

Alison's smile became strained. "I…I guess…I was just afraid that…"

Superman instantly took her in his arms. "_Alia_, I am _not_ going to leave you, for _anyone_." he said, with loving intensity in his voice. "Not now, not _ever._"

He chuckled. "If _anything_," he continued, "_I_ should be worried about _you_ leaving _me._ You've actually _had_ a social life before, Ali, and you _must_ be getting tired of my duties to the League, especially when there are so many guys on the Hollywood scene who would _jump_ at the chance to date such an eligible bachelorette."

Alison nearly laughed in utter incredulity. "Are you _joking?_" she laughed. "Ninety percent of the single guys in my old crowd were utter _jerks_ – Shaw's living _proof_ of that! They just wanted to be with me because I was just the 'new star,' that's all." She smiled. "I'm not with you because of fame or anything _else_, baby; I'm with you because you're _you_, and I _love_ you."

"_Exactly!_" Superman exclaimed. "And I love _you_, Alison." He grinned. "Like it or not, _taushi_, you're stuck with me."

Alison giggled. "Well, who would've thought that the guy who's likely secured the spot for 'Sexiest Man in the Universe' could be so insecure?"

"I guess it comes from being a former Dork-Wonder of Smallville."

Alison laughed, before her smile turned shy. "Are…are we okay?"

"You bet."

"Good." Alison cooed. "I just _hate_ fighting with you, baby; you're just too _cute._"

Superman grinned. "Well, now we can just move on to the _best_ part of arguing: _making up._"

"Sounds good to me." Power Girl cooed, seconds before Superman leaned down and snared her lips in a kiss. Alison sighed happily, eagerly reciprocating, prolonging the kiss as long as possible, before she had to take a breath. "Your room, tonight?" she asked, hopefully.

"It'll have to be after my patrol." Superman replied. He grinned. "In the meantime, we all can just open up the container of Ma's oatmeal-raisin cookies…"

"You brought home her oatmeal-raisin cookies? And you didn't _tell_ me?!" Alison cried, laughing and swatting his shoulder playfully. "_God_, what kind of boyfriend _are_ you?"

"Hey, I got sidetracked! Sue me!"

"Ugh!" Alison laughed teasingly. "You can _forget_ about anything happening _tonight_, buster!"

"_Sheesh!_" Superman laughed. "What was I _supposed_ to do?"

"Hmm…" Alison said thoughtfully, "…if you want _any_ chance of having me tonight…you're supposed to catch me!" With that, she darted off at high speeds; grinning, Superman darted after her, as Krypto, barking excitedly at the game his Master and his Mate were playing, chased after them both.

XXXXXXXX

From her window in her new room, Anita watched the little display between her Kal-El and the Blaire girl…frowning in suppressed anger…

'_Oh, don't worry, my dear; he'll come around, one way or another._'

Smiling to herself, Anita glanced to the road in front of the Institute, spotting the snow-white limousine gliding past it, tracing Emma's thoughts to it. '_I trust that things went well?_' Emma continued.

'_Very well._' Anita thought back. '_Thanks to your little 'treachery' and my 'investigation,' for now, I've been accepted here._'

'_Splendid._' Emma thought. '_I'm sure you'll be able to dig up some interesting tidbits; I, for one, would __**love**__ to take a look at your beau's little outpost in the far north._'

'_As would Papa._' Anita agreed. '_I'll do what I can._'

'_I know you will, dear girl; ta-ta!_' With that, Emma ended the link, as her limo drove off.

Alone with her thoughts, Anita began to reflect on her new goal; last year, her father had counselled her to win Kal-El's favour by allying herself with him in his fight…counsel which she had _ignored_ by trying to break him and the little half-breed up…only incensing him further.

Anita knew better now. She would be patient; she would win the trust of her beloved, gain his confidence…and then make him _hers._

Suddenly, Anita's thoughts were disrupted by the collective cries of several of the New Mutants…before she smiled, as she realized that they had walked into the time-delayed rainstorm-spell she had placed in the kitchen before they got their snacks; a little retribution for her earlier humiliation. Now, they knew not to cross her.

Oh, yes. She would like it here.

XXXXXXXX

_Author's Note: I am SO, SO SORRY about the delay; I've had such a horrible writer's block. I hope you can forgive me._

_Coming Soon:_

_As the League's reputation grows, the Man of Tomorrow and his comrades start to realize the pains that come with being unintentional celebrities._

_This realization couldn't come at a worse time, as a crime-lord who takes 'big-time' seriously, along with six sinister psychos, decide to make their move._

_Can the X-Men help save the day?_

_Find out, when our heroes learn the hard way what "The Price of Fame" really is…_


	4. The Price of Fame

CHAPTER FOUR: THE PRICE OF FAME

_Kenya, Africa, September 17, 2008_

As the morning sun rose over the grassy plains, the lion snarled, baring his deadly fangs, his entire body coiled like a spring, ready to attack the impertinent two-legged animal that had disturbed him. A few feet away from the lion, the tall, strongly-built man stood ready, his short, dark hair lightly damp with sweat, his feral blue eyes narrowed, matching the lion's glare, his clothes – a pair of ultra-light, black tight pants, and a simple yellow vest, trimmed in golden fur, like a lion's mane – allowing for easy movement, which he would undoubtedly need against his quarry.

With a roar that would have reduced any mortal to _incontinence_, the lion raced towards him, leaping at him, claws extended, jaws open, fangs ready to tear into his flesh, but the ultimate hunter had been ready; leaning backwards, he _threw_ the lion away, instantly coming back up onto his feet. The lion landed perfectly on his paws, turning to circle him again; the hunter did the same, not showing fear for an _instant_. Snarling, the lion swiped at him, but the hunter ducked under the swipe, caught the lion in a suplex move, and _tossed_ him to the side, where he crashed to the ground. Softly growling, the lion decided that he'd had enough, and started to walk away.

"_Cut!_ Krave baby, that was _beautiful!_"

Calming, Sergei Kravinoff – better known as "Kraven the Hunter" on TV – turned to his film-crew, walking over to the table that had been set up, where he picked up a towel, absently wiping his face. "_Magnificent_ work out there, Big K!" Kraven's agent exclaimed. "With footage like _that_, ratings will be back up in _no_ time..!"

"No." Sergei said, in thickly Russian-accented English, gesturing away one of the girls in his entourage who had started to offer him a bottle of water.

His agent looked stricken. "But…b-but Krave, you were _amazing_ out there…" he defended.

"It is not enough." Sergei said, his tone growing irritated. "Ratings have been down for the past three _months_. My viewers are becoming _bored._" He sighed exasperatedly to himself. "_I_ am becoming bored."

That was true; he had gone up against the fiercest beasts that Nature had to offer. There was nothing new left for him to hunt…

Sitting down, Kraven absently picked up an old edition of his favourite American newspaper, the Daily Bugle – news travelled slowly out in the wilds, and he was a few months behind…

He stopped as he read the title page…the article's name as plain as day.

'_Superman Speaks._'

Sergei arched an eyebrow; he had _heard_ of this supposedly-mythical being…but apparently, he _existed_. Skimming down through the article, Sergei started to smile. '_The last of his kind…_'

"Krave?" his agent asked.

Sergei smiled widely, standing up. "Pack up; we leave as soon as possible."

"_Leave??_" his agent stammered. "B-But where are we..?"

"New York." Kraven answered, handing him the paper. "I have found my next prey."

The agent glanced at the paper; his eyes went wide…before he smiled. "That's _brilliant_, Big K!"

Kraven the Hunter smiled, savouring the thought of hunting the ultimate prey. "Let us see if he really _is_ made of steel."

XXXXXXXX

_Atlantic Ocean, several miles east of New York City_

"_Mayday, Mayday! This is Trans-Atlantic Flight 656! We have starboard engine blow-out! Our wing is on fire, and our forward landing gear is inoperable! We're going down!_"

The instant Superman's hearing picked up that distress call from his orbital patrol, he dove into the atmosphere, accelerating to Mach Six. "Boy Scout calling Javelin-2; get ready to snuff out that fire. I'll give them a boost."

"_Roger that, Big Blue._" Flash replied over the radio.

In seconds, Superman had reached the dying Flight 656; sure enough, its starboard engine was on fire, the plane itself going into a deep crash-dive. In seconds, it was going to hit the water…

Instantly, Superman shot towards the plane, catching it by the nose and _lifting_, straightening up its flight-path. "Flight 656, this is Superman; I've got you, and we're going to guide you home. Is everyone okay in there?"

"_W-Wha..? Uh…y-yes, we're all fine, Superman…b-but I don't think we have enough fuel to reach the airport; the blow-out burst our main fuel-line. We lost most of our fuel; we've been coasting on momentum as it __**is!**__ We're going to hit bottom about a few miles from city limits, at this rate..!_"

That was true; he could feel the plane start to sag, losing power. "Okay, stay cool, Flight 656; we'll get you down safe." Superman assured the pilot. Switching frequencies, he hailed the Javelin. "You guys get that, Javelin-2?"

"_Loud and clear, Superman._" Green Lantern answered. "_We've plotted Flight 656's trajectory; it's going to hit the forested area just outside New York City. Wonder Woman and I will fly ahead and clear a runway._"

"Understood, Green Lantern." Superman agreed. "Flash, you get the Javelin over here and get this fire out; if I let go, the plane will start to sag, again."

"_No sweat, chief._"

Hailing the plane, Superman said, "Okay, Flight 656, just hang tight; you'll have a landing strip in no time." Just then, the Javelin soared in over the plane. Green Lantern and Wonder Woman both flew out of the jet's hatch, flying ahead, while Flash took the controls, matching the plane's flight path, as robotic arms extended from open panels in the Javelin's nose-cone, spraying fire-retardant chemicals on the plane's wing, dousing the flames. A few miles ahead, just beyond the New York coastline, Green Lantern and Wonder Woman worked fast, clearing a wide enough strip in the forest for the plane to land.

"_Speed Demon here, Boy Scout; fire's taken care of._"

"Good work, Flash. You'd better alert emergency services and tell them where we're setting this baby down." Superman answered.

"_Will do, chief._"

Looking ahead, Superman saw that Wonder Woman and Green Lantern had cleared a path. "Okay, Flight 656, you've got your runway; I'm going to help line you up…"

"_Superman, we still can't land! Our forward landing-gear was damaged..!_"

"Relax; _I'm_ your landing-gear." Superman replied. "You just worry about getting the aft of the plane down; I'll handle the rest."

By then, the plane was over land, rapidly approaching the strip; as its rear landing gear started to deploy, Superman hefted the plane's nose-cone onto his shoulders, bringing his feet down, flying vertically. The plane's aft section touched down…before the pilot brought the nose down.

Superman gritted his teeth, and locked his legs as his feet hit the ground, cleaving trenches in the dirt as he pushed against the plane's momentum, slowing it down…

As the plane started to slow, the trenches his feet were digging got _deeper_, until he was waist-deep in the dirt; Superman promptly put his hands on the nose-cone and lifted it up, _just_ as his head sank into the ground…as the plane came to a stop.

Within minutes of stopping, the emergency exit on the plane popped open, as the passengers started to disembark, shaken but otherwise fine. As Superman dug himself out from under the nose-cone, brushing off the dust, the Javelin-2 touched down behind the plane, as his teammates hurried over to him. At the sight of him, Wonder Woman chuckled. "Are you alright?" she inquired.

"Oh, sure, I'm fine." Superman answered. He grinned. "Except for a few rocks in my ears, I'm good."

Flash chuckled. "Hey, it's a dirty job, but _someone's_ got to do it."

Green Lantern groaned. "_Had_ to say it, didn't you."

Smiling, Superman cast a glance at the passengers and crew of the plane as rescue-workers arrived; they were going to be fine. "Let's go, guys." he said, as he started to take to the air…

"Supey, baby, wait up!!"

At that call, Superman paused, as a mildly tall, 30-something-year-old man, in a business suit, ran up to them, struggling to catch his breath. "Who are you?" Superman blinked.

The man took a few deep breaths…before flashing a megawatt smile. "Tom Petersen, of Starstruck Talent Agency, Ltd." he answered. "I'm here to offer the services of myself and my agency in representing you – _all_ of you."

Superman inwardly groaned. '_Oh, not one of __**these**__ guys, again! That's the third one this __**month!**_' His expression became a bit more irritated, as he recognized the name; Tom had been Ali's _last_ agent, before he'd shredded her contract after being outed as a mutant.

Apparently, his agency had changed their tune.

"If you all sign with us, I _guarantee_ that we'll help you secure a copyright to _each_ of your names and images, as well as that of your team," Tom said, on 'agent-autopilot,' "and with your permission…"

"I'm sorry, Mr. Petersen," Superman said firmly, "but the Justice League is _not_ for sale."

Tom froze. "But…b-but Supey, think about what you're saying..!"

"You heard him, pal." Green Lantern said.

"Let's go, guys," Flash said, "because any minute now..!"

The flare of a camera cut Flash off as reporters and photographers pushed to get closer to the accident-scene. "Superman, Wonder Woman, Green Lantern, Flash, a statement, please!"

"What caused the accident?"

"What are your opinions on..?"

Superman grimaced. "Let's get _out_ of here." he said. The others nodded, as he, Wonder Woman and Green Lantern took to the sky, while Flash darted back to the Javelin, before he guided it into the air, flying after them.

As they flew away, Wonder Woman frowned. "_How_ do those jackals keep finding us?" she exclaimed.

"Good question." Superman replied.

"I'm guessing it's the same thing that makes ducks fly south." Green Lantern said. "Pure _instinct._"

Flash's voice came in over the radio. "_Yeah, just like those talent-agent guys; what is that, second one this month?_"

"_Third._" Superman corrected, his tone a bit harsh. "Even if we _were_ looking for one, I don't think that hiring Alison's _former_ agent is the best idea."

Wonder Woman's eyebrow arched in bemused surprise. "That little weasel once represented Alison?" Superman nodded. Wonder Woman then chuckled. "Well, you're right about that; dismissing someone who sings as though the Muses _themselves_ delivered her simply because she is a mutant does not inspire confidence."

Flash laughed. "_Yeah; bet Tom's been __**kicking**__ himself ever since._"

Superman chuckled. "I guess I'll see you guys later; I've got classes, and then work – JJ wants me to cover the unveiling of Lex's latest invention."

Green Lantern chuckled. "Good luck."

"Thanks." Superman replied, as he altered course, flying towards Bayville.

XXXXXXXX

_Bayville High, Bayville, New York_

As the lunch bell rang throughout Bayville High, the entire student body poured into the hallways, heading for the cafeteria. Before too long, the corridors were nearly empty again…prompting Tina to dart from her classroom to her locker, to quickly gather her things and join the others at lunch.

So far, her first day of school hadn't been _too_ bad; her first few morning classes had been with several of the others; granted, a number of other students had stared at her – the _newest_ 'freak' – but with her friends nearby, she was able to get through it. In the _last_ class, however, she'd been on her own, and she desperately wanted to rejoin her friends…

"So, the _new_ freak decided to stick around."

Tina _froze_ at that voice, before she slowly turned around, spying three older girls – they were on the basketball team with Jean, if she remembered correctly.

"You don't _belong_ here." one of them snapped. "_None_ of you do, _especially_ the mind-bitch."

Tina didn't dare speak.

"Take a _hike_, freak," the second hissed, "or we'll make your life a living _hell._"

Tina was on the verge of tears; she _knew_ she wasn't supposed to use her powers, but right now, she wanted nothing more than to _disappear…_

"Don't you three slugs have anything _better_ to do?"

Tina's eyes widened in surprise as she turned to see Anita, in her usual street-clothes – a violet halter-top and a dark blue mini-skirt – standing there, her expression cross. "Stay _out_ of this, LeRoux." the third snapped.

The first sneered. "Didn't you hear? _She's_ one, too!"

"I most certainly am," Anita agreed, "so _who's_ the more pathetic, I wonder: the mutant, or the three who were the _satellites_ of said mutant, last year?"

The second scowled. "You can't boss us around any more, LeRoux…"

"As if I would _want_ to." Anita sneered. "I suggest you three slugs run along, before I become _annoyed._"

"Did you hear that?" the third asked. "She just _threatened_ us!"

The first smirked. "I should have my father call the police on you, LeRoux."

Anita laughed. "_Trust_ me, girl; you do _not_ want to get our fathers involved in this." she said. "Your father is employed by Van Damme Industries, is he not?"

The girl's face grew wary. "Yeah…"

Anita's smile became dark. "Irritate me or my fellow students ever again, and I _promise_ you, your father will not only be _fired_, but he'll be _blacklisted_ – no-one in the industry will even _look_ at him ever _again._"

The girl's expression collapsed…before she recomposed herself. "Let's _go_, girls; this place is starting to stink of _loser._" With that, the three of them, walked off…but not before the first whispered, "Mutie _bitch._" as she walked by Anita.

Anita's expression didn't change. "Human _filth._" she whispered back, causing the girl to scowl as she walked on.

Turning towards Tina, Anita arched an eyebrow quizzically. "A word of advice, my dear: small-minded fools can only tread on you if you _allow_ them to."

Tina blinked in bewilderment. "W-Why did you h-help me?" she whispered.

Anita momentarily flinched, before her expression became neutral. "Suffice to say that you are not the _only_ one with…family issues."

Tina's eyes widened. "W-What do you mean..?"

"_Enough._" Anita said firmly. Her tone calming, she continued, "Come, now; we mustn't keep our friends waiting." With that, Anita walked off, as Tina quickly followed.

XXXXXXXX

As she and her friends – except for Kitty and Lance, who had gone out for lunch – sat down at their usual table, Alison looked around, her expression turning worried. "Has anyone seen Tina?" she asked.

Scott shook his head. "I'm sure she's okay; her first few classes were with the New Mutants, so she should have been fine."

Jean nodded. "Here they come, now."

Turning, Alison saw the newer Institute students – minus Jamie and Paige, who were still in junior high – walk into the cafeteria; with the exceptions of Lila, Alex, Tabitha, Ron, and Anita, the New Mutants had been accepted back as freshmen, after the school-board had voted to let them stay. Ron now wore an image-inducer, like Kurt, replacing his scales with the image of light skin. Not surprisingly, it was Mark's attendance that had caused the greatest stir; despite the Professor having introduced their robotic friend to Principal Kelly and the school staff prior to his first class, the teachers were quite unnerved to have an android for a student, to say _nothing_ of the other students' reactions.

Alison's expression turned mildly panicked as she saw that Tina wasn't among the others. "Have any of you seen Tina?"

Bobby shook his head. "Not since third period."

Jubilee looked worried. "Do you think she's okay?"

"Oh, stop your worrying. She's _fine._"

Turning, Alison felt relieved as she saw Tina walk up to them…and her relief faded as she saw that Anita was with her. "Tina, is everything okay?" Alison asked.

Tina nodded. "I…I just got cornered by a few older girls," she stammered, "b-but Anita helped me…"

Alison looked stricken. "From now on, sweetie, I'll meet you at your class before coming to lunch, okay?"

"O-Okay."

Glancing to Anita, Alison lightly nodded. "Thanks."

Anita simply gave a curt nod.

As the others' expressions became a bit strained – as had become the case when dealing with Anita –Scott looked to the others. "Everything go okay, this morning?"

Alex nodded. "Same as always." he replied, before grinning. "Although Mark actually _corrected_ our teacher in Chem class!"

"_The stoichiometry of an equation was wrong._" Mark replied. "_It was a mere oversight by the instructor; I merely notified him of it._"

Wanda chuckled. "Yeah, most of us organics wouldn't have picked up on that…or cared." she joked.

At that, Tina lightly giggled. "N-No, not many would have noticed, Mark…"

Ron chuckled. "Looks like the school's got a new brainiac." he commented…causing the others to go silent. Ron blinked. "Did I say something wrong?"

Mark looked sad. "_I…I do not wish to be like…like my creator…_"

"Ya didn't know this, Fishy," Rogue said, "but Mark was built by Brainiac, the guy that sold out Krypton."

Ron froze. "Aw, man…I'm sorry, little guy…"

"_You were unaware of my origins, Ron; no offence is taken._"

"You were created by this 'Brainiac'?" Anita asked, genuinely surprised.

"De psycho-bot sent de l'il guy t' Earth t' scope out de place f'r de guy dat de League fought, couple months back." Remy said. "Mark 'ere decided t' join up, seein' as de psycho-bot figured 'im t' be 'd'fective' an' told 'im t' shut down after 'e did 'is job."

Lila looked stricken. "Talk about _cold…_"

Alison nodded. "Understatement of the _year_, Lil." she agreed. "I hope he _never_ comes here."

"You _said_ it, PG." Evan said.

Roberto lightly smiled. "You guys hear about how Big Blue and the League saved that plane, this morning?"

"Aye; 'twas on the radio, as we drove to school." Rahne said.

Amara frowned. "You mean, as we drove to school while being _chased_ by news crews."

"The price of fame, Ah guess." Sam said.

"How do you _deal_ with it, all the time, Ali?" Jubilee asked.

Alison chuckled. "Well, I _have_ developed a few tactics for ducking paparazzi," she said, "but the rest I just take in stride."

"Oh, yes, I'm _sure_ it's _so_ tough to be you, Blaire."

Alison had been expecting that kind of comment…but it _hadn't_ come from Anita. Turning, Alison spotted a tall, slender 18-year-old young lady, with long, ebony hair, and amber eyes, clad in a slim, dark violet short-dress, with a light rose sweater over it, with two other girls next to her. "I should've _known_ you'd be hanging around the freaks, Blaire." the girl continued.

Alison arched an eyebrow. "Do I know you..?" she began…and then she recognized her. "Adrienne Cole." she muttered, her eyes reflexively narrowing at the sight of her old school tormentor. "Nice to see you."

Adrienne smiled archly. "So, Little Miss Pop-Star still remembers." she mocked. "Well, _this_ certainly explains how a loser like _you_ managed to score a music career."

Alison frowned at the shot. "My mutant abilities have _nothing_ to do with my voice, Cole." she retorted, before smiling. "_Just_ like they had nothing to do with you _sucking_ at the Idol auditions; I later _saw_ your audition, Adrienne – I'm surprised Simon didn't run screaming from the room."

Adrienne's eyes flashed angrily. "You might be a big star _now_, Blaire, but sooner or later, all people are going to see is the big _freak_ that you _are._" With that, she and her friends walked off.

Anita arched an eyebrow. "One of your fans, I presume?"

"_Hardly._" Alison muttered.

"Who _was_ that??" Jubilee asked.

"Adrienne Cole." Alison answered. "She went to Gardendale High, the school I went to before my career started, and we were in the same elementary school before _that_." Her expression turned sour. "You know how every school has at least _one_ ultra-spoiled, rich-daddy, queen-bee? In _my_ old school, that was Adrienne."

Jean frowned. "So, in other words, she's the female gender's answer to Duncan Matthews."

"_Exactly._" Alison agreed. "For reasons yet unknown, Adrienne made it her _personal_ mission to make my life _hell_ since sixth grade." She chuckled. "We both ended up trying out for the American Idol auditions; you already know the story with me, and Adrienne, well…"

Tabitha grinned. "Sounds like you got the last laugh."

Alison chuckled. "Guess so."

Just then, the class bell rang. "Well, back to the salt mines." Ray quipped. With that, they all got up, and started to head back to class.

As she walked, Alison saw that Tina was following her. "A-Alison?" she asked. "Did…did that girl – Adrienne – _really_ pick on you, before?"

Alison managed a smile. "All the time."

Tina's expression was incredulous. "_Why??_" she exclaimed. "Y-You're so cool and pretty! _How_ could she pick on you??"

Alison chuckled. "I was kind of an 'ugly duckling,' too, Tina." she answered. "Until I was 16, I wasn't exactly the kind of girl any guy would look at twice – I 'bloomed' a little bit later, plus, from age 12 to age 14, I had _the_ most awful pair of braces _imaginable._" She smiled weakly. "The last summer that I visited before Kal left his home, I was _so_ afraid that he'd see them and laugh."

Tina lightly smiled. "B-But it all turned out okay, r-right?"

Alison nodded, smiling. "Right, Tina." she agreed. "So don't _you_ listen to anything that any snotty little witch says, okay?"

Tina nodded. "I won't…if _you_ promise not to listen to Adrienne any more." she replied. "S-She's probably just _jealous_, that's all…"

Alison's smile grew. "_Deal._" she agreed. With that, they both headed to class.

XXXXXXXX

_A few minutes earlier_

As Lance's jeep pulled up into the school parking lot, the class bell rang out. "Sounds like we just made it." Lance observed.

Kitty nodded, as they both hopped out of the jeep. "Still, we'd better hurry, before we're late…"

"Miss Pryde, Mister Alvers! Could we get a statement from you regarding the plane-rescue, this morning?"

Turning, Kitty's expression became _horrified_ as she saw the news crew racing towards them. "Oh, not _again!_"

"Come on; we'll _lose_ 'em." Lance said, taking his girlfriend's hand, before they raced off.

As they darted around to the school's back entrance, they froze as they saw another news-crew heading towards them; they tried to double-back, but the first crew was heading their way. Her eyes narrowing in frustration, Kitty did the only thing she could.

Taking Lance by the hand, she walked towards the school, and phased them both inside.

They emerged into an empty hallway; thankfully, no-one had seen them. "_Phew!_" Kitty exclaimed. "_That_ was close!"

"I'll say, Pretty Kitty." Lance said, grinning. "You're certainly handy."

Kitty smiled. "Come on, let's go…" With that, she turned…

…and nearly bumped into Principal Kelly.

The Principal's eyes were narrowed in a mildly cross expression. "Miss Pryde, Mister Alvers," he began, "my understanding of you and your fellow students of the Institute notwithstanding, I believe that you were requested _not_ to use your 'abilities' on school grounds…"

"I know, I _know!_" Kitty cried. "But we had no _choice!_ I mean, _look!_" With that, she pointed towards the window.

Following her finger, Edward frowned as he saw the news crews outside, looking for them. "I see."

"They had _cornered_ us, Mr. Kelly." Lance said. "Kitty _had_ to phase us inside."

Edward's expression lightened somewhat. "Well, I _am_ going to have to make a call to Professor Xavier, but I think this would qualify as 'mitigating circumstances'." he said. "I'll have a talk with your 'admirers' out there…and in the meantime, _please_ refrain from using your powers, if possible; the school board's still been breathing down my neck, as it is." His expression soured, as he said under his breath, "_To say nothing of the flak I've been taking from Bob…_"

"We will, Mr. Kelly." Kitty said, smiling. "Thanks!" With that, the Principal simply nodded, and walked off, while Kitty and Lance headed to class.

As they walked, Kitty had to sigh. '_I sure hope Clark's having a better day than this…_'

XXXXXXXX

_Fisk Tower, New York City_

"_…earlier today, a crashing passenger airplane was saved by the efforts of Superman and the Justice League._" the anchorwoman said on the TV. "_Though the Man of Tomorrow and his teammates were unavailable for comments, we did get a few statements from the passengers and crew of the airplane._"

The screen then showed the image of the plane's pilot. "_All I can say is that we'd have been done for if Superman and the League hadn't saved us._" he said. "_They've got to be the best thing that's happened to this world, and that's all I can say._"

The TV then showed the image of a young woman, who was noticeably distressed. "_I-I'm so sorry, I'm just a little emotional, right now._" she said. "_I was just flying out for my wedding…and when __**this**__ happened, my life was flashing before my eyes…and now I'm okay._" She smiled towards the camera. "_Honey, if you're seeing this, I'll see you soon…and if the League is watching this…thank you so much._"

The screen then showed the image of a middle-aged man. "_It's things like this that makes me want to take an axe to all the schmucks saying that the League's bad news._" he declared. "_Take guys like those F.O.H. skin-head punks; I mean, Superman and the League look out for __**everyone**__, you know? __**How**__ are they a threat? And then take the guys in our government, the ones that say the League operating 'independently' undermines their authority! Well, __**maybe**__ if those pencil-pushers could pull their heads outta their asses, they'd __**see**__ that the League's doing what __**they**__ outta do! I mean, this is the stuff that Cap and the Avengers __**should**__ be doing! Well, __**I**__ say __**down**__ with skin-headed racist punks and bureaucrats! Long live the League..!_"

Frowning to himself, Wilson "The Kingpin" Fisk switched off his desk-mounted television, before standing up, smoothing out the wrinkles in his white business suit, and then walking towards the window of his office – the nerve-centre for his empire. "I trust you understand what I am asking of you, Mr. Corben."

Sitting on the opposite side of Fisk's desk, the international mercenary known as "Smilin'" John Corben, in his late twenties, propped his feet up on Fisk's desk. John wore his usual brown slacks and black jacket over his lean frame, his green eyes glinting coldly, his short, sandy-blond hair brushed back, with his trademark grin across his face. "You wouldn't have given me a shout if it wasn't a tough job, big fella." John replied, his voice carrying a mild Australian accent.

"Indeed." Fisk said; over the past few months, Superman and his team's 'heroics' had been cutting deeply into his profit-margin. This upcoming job promised to have a considerable payoff, not just in the immediate sense; if he delivered, an entirely new market could open up…

He needed the _best._

John cast a half-interested glance towards the TV. "Worried that the blue bloke and his mates might show up?"

"I'm nearly _certain_ of it."

John nodded. "Well, that alien busted up a nice little deal I had going, a while back." he said. "Won't deny wanting to get a little payback, but any suggestions on how to _deal_ with him?"

Fisk chuckled. "I've been assembling a team of my own, Mr. Corben." he said, walking back to his desk, where he took out a file and handed it to John.

John took the file, and started to read through it…before he whistled. "Interesting little line-up you got here." he thought aloud. "This 'Doctor Octopus' bloke looks handy…pun intended." He continued to skim through. "'Rhino' and 'Scorpion,' huh? Like to know the reasoning behind _those_ getups."

"I'm sure that they will adequately provide the 'muscle' for this excursion, Mr. Corben; while Rhino and Scorpion are lacking in intellect, being employees of mine, I can attest to their physical attributes."

"Sounds well and good." John said. "This 'Shocker' fella should provide the firepower, and this 'Mysterio' sounds good for making a getaway." John then arched an eyebrow. "I take it I'm the sixth spot?"

"Not quite, Mr. Corben; you will be leading a separate team. My six employees will be supporting you."

"Alrighty, then." John said. "Suppose I'll give it a go." He then arched an eyebrow. "So, who's lucky number six?"

Fisk chuckled, as he picked up the morning paper, glancing to the entertainment section…and smiling as he read its headline. "I have yet to approach him," Fisk said, "but I feel confident that he'll enjoy the thrill of our little hunt…"

XXXXXXXX

_LexCorp New York HQ, New York City_

The afternoon sun was high in the sky as Clark, in his work-clothes, arrived at LexCorp's New York headquarters. He quickly checked his watch; he was a bit early, and there was no sign of Chloe or Peter, yet…

"Hey, Smallville."

Turning, Clark grinned as he saw Peter walk up to him. "Hey, Pete." he greeted.

Peter chuckled. "You're here early."

"Yeah; I practically flew." Clark quipped, smiling knowingly.

Peter nodded. "So, have you heard?" he asked quietly, as the two of them started to walk into LexCorp HQ.

Clark blinked. "Heard what?"

"Kraven's gunning for you."

"_Who??_"

"Kraven the Hunter, A.K.A. Sergei Kravinoff." Peter explained. "He runs some 'extreme-wildlife-hunting' show; the guy's basically a fake-pro-wrestler/Steve Irwin knock-off. He hunts down rare wildlife and fights it bare-handed – supposedly. Apparently, since Superman's the _last_ of his people, he caught Kraven's attention."

Clark's expression turned incredulous. "You're kidding."

"Afraid not, bro; he'll probably just go on some 'hunt' to track you down, and then declare you a 'coward' when he can't. It's just a publicity gimmick; he wouldn't be dumb enough to _actually_ try to fight you."

Clark sighed. "This is getting _ridiculous…_" he muttered softly.

"Welcome to celebrity-ism, Big Blue." Peter quietly chuckled. "This should all die down, sooner or later, Clark; it did for Spider-Man."

"I _hope_ so." Clark said, before lightly smiling. "Hope you're not jealous, Pete."

Peter half-scowled. "Maybe just a _little_," he quipped, "but not when it comes to loonies like Kraven trying to cash in; better you than _me_, Kent."

Clark chuckled. "Good to know."

"Hey, guys!"

Turning, Clark and Peter turned to see Chloe run up to them. "Sorry I'm late." Chloe said. "My last class was a killer."

"Professor Rowan, right?" Clark asked, chuckling. Chloe nodded. "Yeah, he's a tough marker, but if you know your stuff, you do okay."

Chloe nodded, before smiling wryly at the LexCorp building. "Hard to believe that the guy running one of the biggest companies in the _world_ used to put 'Kick Me' signs on people's backs, back home."

Peter grinned. "Yeah," he agreed, casting a conspiratorial grin towards Clark, "people sure can surprise you." With that, the three of them headed into LexCorp HQ.

As they walked inside, after taking the elevator up to the top floor, they were promptly ushered into Lex's office by his secretary. "Mr. Luthor?" the young woman asked. "The reporters from the Bugle are here to see you."

Turning his chair around, the 21-year-old Lex Luthor, wearing his usual black casual business suit over his lean frame, the sunlight glinting off his bald head, nodded in greeting as he held his phone to his ear. "Thank you, Mercy." Lex said, before continuing his call. "I'm sorry, General Ross, but if your department wants to bid for the development of the Lexo-Skel, you'll have to wait until the unveiling like everyone else. Have a good day." With that, he hung up. "_Generals!_" he declared, exasperated. "They have _got_ to be some of _the_ pushiest S.O.B.s on the planet!"

Clark chuckled. "I think being pushy is part of the job description, Lex."

"Probably." Lex agreed, grinning as he rose to greet his pal. "Clark, Pete, it's great to see you both!" His smile turned surprised as he saw Chloe. "_Sullivan??_" he exclaimed. "Well, isn't _this_ a surprise!"

Chloe chuckled. "Nice to see you, too, Luthor." she replied. "Good to see you've given up tossing whoopee cushions on people's chairs."

"_Please._ Those kinds of pranks are immature and stupid." Lex quipped, before he grinned. "I use joy-buzzers, these days."

"Why am I not surprised?"

Clark chuckled. "So, Lex, what's this big unveiling you're talking about?"

"That would be the prototype of the Lexo-Skel 3000, LexCorp's latest defence-project." Lex answered. "Basically, it's a walking _tank_, equipped with the equivalent firepower of an entire _brigade_; a couple of _those_ babies will pretty much win a war in one battle."

"Nice." Peter said. "I just hope that Iron Man doesn't mind you borrowing his shtick."

Lex grinned. "Hey, it's a free country."

"Will this prototype be shown at the unveiling?" Chloe inquired. Lex nodded. "Aren't you worried that someone may try to _steal_ it?"

"With Superman and the Justice League around?" Lex asked. "I can't think of _anyone_ dumb enough to try anything with them around; plus, LexCorp's security forces are no slouches, either."

"I hope you're right about that, Lex." Clark said worriedly. "I take it that the army is pretty interested in the Lexo-Skel?"

"You know them, Clark; if it's got big guns, the Army wants it." Lex agreed. "General Ross has been hounding me to sign an exclusive development contract to provide the Army with 1000 Lexo-Skel units for the coming year."

Peter whistled. "Why's he need _that_ many?"

Lex shrugged. "Who knows?" he replied.

"So, the unveiling's tonight?" Chloe asked.

Lex nodded. "8:00, tonight." he answered. He smiled. "A few bigwigs from the military will be there, along with a few of my business colleagues; I was also planning on inviting Professor Xavier and a few of his students, seeing as they were once clients of mine – since LexCorp helped in the reconstruction of their Institute, I thought it would only be polite."

Clark smiled. "I'm sure they'd be happy to hear that."

Lex nodded, and then checked his watch. "I would _love_ to talk more, guys, but I'm afraid I have a board-meeting; I'll see you at the unveiling, tonight?"

"Wouldn't miss it, Lex; we'll be covering it for the Bugle." Clark replied.

"Good to hear, Smallville. Anyway, if you guys are thirsty, feel free to drop by the café; it's on the fifth floor. See you tonight!" With that, Lex headed out of his office, before Clark, Chloe, and Peter did the same.

After grabbing a coffee from the fifth-floor café, the three of them returned to the main floor, ready to head back to the Bugle…when they saw a crowd gathering at the main entrance, surrounding a tall, strongly-built man, clad in black pants and a lion's-mane vest, who was flanked by a small entourage.

"Oh, _God_," Chloe muttered, "I don't _believe_ this…"

Clark blinked. "Who's that?"

"Kraven the Hunter." Peter answered. "Looks like he's on his next 'hunt'."

Chloe scowled. "The man is an absolute _phony_; I can't believe that his show is still running – some people will just watch _anything._"

As Kraven walked into the building, one of the crowd – a reporter – broke through. "Mr. Kravinoff, what brings you to New York?"

Kraven turned his cold gaze towards the reporter. "I hunt the Kryptonian." he answered. "His scent has led me here."

"You mean, Superman is _here??_ He's in this building??" the reporter exclaimed.

One of Kraven's entourage – presumably his agent – stepped forward. "Please, give Kraven some room; he must concentrate to track his quarry." At that, the crowd moved back, as Kraven started to sniff the air, walking through the room…

…towards Clark.

Clark lightly gulped; he had his doubts that Kraven would actually _recognize_ his scent…but if he was _wrong_…

As Kraven drew closer, Clark put on his best 'country-bumpkin' smile, and took a step towards the Hunter. "M-Mr. Kravinoff, it's a pleasure to meet you…" he babbled…before he "tripped," spilling his coffee all over himself.

Kraven simply arched an eyebrow as the aroma of coffee filled the air…before he sneered. "Hmph. _Fool._" he said dismissively, before walking on, completing his 'sweep' of the room. "The scent has gone cold; the cowardly creature has fled. I must continue the hunt elsewhere." With that, he and his entourage headed out of the building.

"Boy, I wish that Superman _had_ been here, so that he could have _decked_ that faker." Chloe muttered. As her gaze fell to Clark, she chuckled. "And what was _that_, you _goof?_"

Clark chuckled sheepishly. "You know me; all thumbs around celebrities!"

Chloe shook her head, smiling. "Clark, you're one in a million…thank God!" she teased.

Clark laughed. "Yeah, I don't think that the insurance companies could _handle_ another guy like me." Suddenly, he paused, as his hearing started to pick something up. He glanced to Peter; in seconds, Peter understood. "Chloe?" Clark asked. "I'm just going to go towel off; maybe you should go on without me."

Yeah, I kinda have to run some errands for Aunt May." Peter said.

Chloe arched an eyebrow. "Okay, then." she replied. "I'll see you guys, tonight." With that, she headed on her way, as Clark headed further into the building, while Peter darted towards the nearest side-exit…

XXXXXXXX

As Kraven emerged from the LexCorp building, followed by his entourage, he heard the sound of a sonic boom shake the air, before he looked up…and saw a red-and-blue streak shoot across the sky.

"See that?" Kraven's agent exclaimed. "Superman _is_ afraid of you, Krave! After this, our ratings will go through the _roof..!_"

Kraven ignored him, running towards his trailer, speaking to the driver through the window. "Follow him." he ordered.

His agent blinked. "W-Wait a second, Krave…y-you're _serious??_"

Kraven smirked. "Kraven does not fear _any_ beast that walks upon this world or any other, be it upon four legs or _two._"

His agent looked stricken…and then forced a smile. "O-Okay, Krave; y-you're the boss." With that, Kraven hopped into his trailer, followed by his entourage, before giving chase to his prey.

XXXXXXXX

As police sirens blared in the distance, Superman's eyes narrowed as his hearing focused on the police bulletin detailing the robbery in downtown New York. "Boy Scout calling Speed Demon; we've got a couple of savvy shoppers, here."

"_Copy that, chief. I'll be right there._"

Ending the transmission, Superman dove towards the crooks' getaway car, smiling as he saw another red-and-blue blur swing towards it out of the corner of his eye. "They're heading east on 42nd Street, Little Red." he called out as his comrade came into range. "See if you can get ahead of them; I'll slow them down."

"You got it, Big Blue!" Spider-Man declared, as he fired another web-line, swinging ahead of the car's path. Accelerating, Superman caught up to the getaway van, and grabbed its back bumper, taking a firm hold of it, and touching down; the van stopped dead in its tracks, while its wheels peeled out, the scent of burning tire filling the air…before the bumper came loose, causing the van to swerve wildly, smashing into a light-pole, sending it falling towards several pedestrians on the sidewalk…

His eyes widening in horror, Superman darted towards the falling pole, grabbing it and lifting it back into place, before welding its base with his eye-rays, securing it. He then turned towards the wild car. "Spider-Man! _Intercept!_"

Swinging ahead of the out-of-control van, Spider-Man adhered to a wall across from a small convenience store…which the van was about to crash into; with expert aim, Spider-Man fired two widened web-lines ahead of the van, before pulling away from the store _just_ as the van ran into the webs, turning them into a makeshift ramp, guiding it back onto the street…

…but unfortunately, the web-ramp was too steep an incline, causing the van to crash onto its side, skidding to a halt. As the van came to a stop, the door on the top-side of the van swung open, and two thugs scrambled out, trying to make a break for it…only to be sent flying by a high-speed clothesline from Flash. With both thugs disabled, Flash grabbed one, dragged him to the side of the road, before he zipped back and got the other one, where Spider-Man simply immobilized the two thugs with web-lines, making sure they didn't get away.

With the crisis averted, Superman walked towards his comrades, as Spider-Man hopped down from the wall. "Thanks for the assist, Spider-Man." Superman said.

"Hey, what are friends for?" Spider-Man quipped.

Flash grinned. "Nice move with the van, there, Web-Head."

Spider-Man chuckled sheepishly. "Yeah…I was trying to make it land on _four_ wheels, though…"

"It happens." Flash said. "You can head on back, Spidey; we'll take it from here…"

As his hearing picked up another heartbeat, Superman's eyes flashed electric-blue as his X-Ray vision scanned the van…and found a third crook. "I wouldn't go just _yet_, Little Red; there's a _third_ perp stuck in the van, and it looks like he's got a broken leg."

Flash's expression turned serious, as he reached for his communicator. "I'll signal EMS; is it bad?"

"At the moment, not too bad," Superman admitted, "but it could get worse: his right femur has a simple fracture, and he's unconscious…but when he comes to, he'll be in a _lot_ of pain, and if he starts thrashing around…"

"…it could go compound and hit the femoral artery." Spider-Man finished. "Well, we'd better get to work…"

"_Kryptonian!!_"

Superman froze as he heard that voice, before turning to see Kraven the Hunter standing there, with his entourage a few feet behind him. Kraven smiled savagely. "Our time is _now._"

Superman just stared at him incredulously. "_What??_"

Kraven pointed towards him. "We will do battle, Kryptonian. _Here. Now._ Face the Hunter if you _dare._"

Flash blinked. "Hey, Web-Head, is this clown _serious??_"

Spider-Man sighed. "Afraid so, Speedy."

Kraven's agent stepped forward. "You heard the Hunter, Superman; will you accept his challenge?"

Superman managed to suppress a groan of exasperation. "I'm sorry," he said, "but I'm afraid that we have more urgent matters to attend to; if you _insist_ on sticking around, then help us get that man out of the van – he's badly hurt. Otherwise, we have more important business…"

Kraven's eyes narrowed. "You _have_ no other business before Kraven, Kryptonian!" he snarled.

Flash snorted. "No class _whatsoever._"

At that, Superman's hearing picked up the semi-conscious groans of the injured crook…before a helpless scream of agony cut the air. "_Help!!! HELP!!!_"

His expression incredulous, Superman gestured to the van. "Do you _hear_ that?!" he shouted. "That man needs _help!!_ If we don't get him out of there..!"

"It is the law of the _jungle_, Kryptonian; survival of the fittest." Kraven retorted. "The weak perish, and the strong survive; Kraven has learned this in the face of the fiercest beasts that this world has to offer…and now Kraven will face a beast _not_ of this world; one whose kind is all but _extinct_ – the prey which a hunter can only _dream_ of…and Kraven will _not_ be denied."

Superman's eyes narrowed. "_Forget_ it." he snapped. "I'm not interested." With that, he turned towards the van.

Kraven sneered. "_Coward._" he mocked. "Even the mighty 'Man of Steel' fears the Hunter; fitting for a cowardly _race._" His eyes narrowed. "Know _this_, Kryptonian; no matter where you fly, the Hunter stalks you…"

Superman's eyes narrowed; enough was enough. Turning to look over his shoulder, Superman fixed Kraven with a glare that could have made _Doom_ freeze in his tracks. "You can say whatever and _do_ whatever you want, Kravinoff, but I am _not_ indulging your little delusions, so I suggest you pack up your little outfit, take your little friends, and _go home._ I'm _not_ playing your stupid little _game._" With that, he turned away with a touch of finality, turning his focus towards the injured crook in the van…

Kraven's eyes went wide, as his prey's words cut deeper than any claw or fang. "_Game?_" he repeated softly.

His eyes narrowed in utter _fury_. "_GAME?!!_"

With a feral _roar_, Kraven leapt at Superman, ready to tear him to _pieces._ Superman reacted instantly, darting to the side, causing Kraven to sail past him. "Cut it _out_, Kravinoff." Superman warned, but Kraven did not listen; he instantly rolled up onto his feet, and charged at his prey, swinging at him wildly. Superman easily leaned out of the path of Kraven's punch. "I _said_, knock it _off._"

Kraven's teeth gritted in utter _rage_; the Kryptonian still thought his hunt a _game_, thought him – _him_, the greatest hunter who had ever _lived_ – a _joke..!_

Roaring, Kraven swung at Superman with all his strength…but Superman caught his fist easily, as if he were no more than an ill-tempered _child._ Kraven was about to attack again, but Superman didn't give him the chance.

Tapping the tiniest fraction of his strength, Superman _slammed_ Kraven with a punch; the impact shook the air like a _thunderclap_, before Kraven went _flying_ across the street, crashing into a light-pole, out cold.

"_Krave!!_" Kraven's agent cried, rushing to his client's side. "Big K, _speak_ to me!"

"He'll be fine; I didn't hit him hard enough to break anything." Superman said firmly. "Other than a few loose fillings and a bruised ego, he'll be okay." With that, he quickly turned back to the van, grabbed the windshield, and pulled it out, before carefully extracting the wounded crook. By then, the police had arrived, along with Emergency Medical Services; as Flash and Spider-Man handed the two uninjured crooks over to the police, Superman helped the paramedics place the wounded one in a stretcher. As the ambulance drove off, Superman took to the sky, while Spider-Man fired a web-line and swung after him, with Flash following at high speeds.

The three of the regrouped on top of a building a fair distance from the accident-scene, so as not to draw any _more_ unwanted attention. "Well, _that_ was interesting." Flash said.

"Yeah; who'd've thought that Kraven _was_ dumb enough to try and take on Big Blue?" Spider-Man agreed. "Nice move, there, Supes; if _you_ didn't punch that jackass out, _I_ would've."

Superman sighed. "I sure hope all this _does_ die down soon, Little Red; it's getting out-of-hand."

"I _hear_ you." Flash said. "Anyway, I'd better get back on patrol; catch you later, chief." With that, Flash darted off.

"I'd better get going, too." Superman said. "Thanks, again, Spider-Man."

"Anytime, big guy." Spider-Man replied, before he fired a web-line, and swung off, as Superman took to the sky, heading to his patrol.

XXXXXXXX

_Bayville High_

As the final bell of the day rang through the school, the entire student body poured into the hallways, eager to head home. Finishing up the notes she had been taking, Alison headed to her locker, to gather her things before meeting up with the others…

As she rounded the corner, coming to her locker, she stopped, scowling at what she saw: there, scrawled across her locker, was the word '_FAKE_,' in large red lettering.

"I see someone's _already_ figured it out."

Frowning, Alison turned to face Adrienne and her little clique. "Nice touch, Cole."

Adrienne smirked. "I don't know what you're talking about."

"_Right._" Alison said flatly.

Adrienne's expression grew dark. "You might have everyone fooled with your 'career,' Blaire, but you can't hide what you are when you're playing 'hero.'" she snapped. "You're just a _fake_, Blaire; you're nothing but a stupid little _freak_. You don't _deserve_ to be famous, mutie…and you _definitely_ don't deserve to be friends with _Superman._"

Alison suppressed the urge to hurl; the notion of Adrienne crushing on her _tausha_ was _not_ something she needed in her head. "So, you hate mutants, but you're crushing on an _alien_." she retorted. "Yeah. _That_ makes sense, Cole."

Adrienne scowled. "Sooner or later, people will _see_ what you are, Blaire," she hissed, "and I'll be right there to watch it _happen._" With that, she and her clique walked off.

Alone again, Alison's fists clenched, as her eyes closed tight, forcing back tears; she was kicking herself for letting Adrienne's words get to her, but she couldn't _help_ it. She wasn't Clark; she hadn't isolated herself from humanity for four years; she hadn't received the kind of enlightenment Clark had gained from absorbing so much of Krypton's knowledge in his Fortress. She didn't have his kind of steel-hard mental skin; try as she might, things _got_ to her more than they did with him…and she _hated_ that part of herself for it…

Even _worse_, part of what Adrienne said felt _true_; she _wasn't_ a hero like Clark was. Sure, she helped him and the League – like the others – but Clark put his life on the line every _day_. She hadn't made that kind of commitment; she didn't have that kind of dedication…

"Ali?"

Turning, Alison managed a smile as Amanda walked up to her. "Hey, girl."

Amanda's expression was automatically concerned. "You okay?"

"Yeah." Alison replied. "Just…had a little run-in with Cole."

Amanda lightly smiled. "She's just _jealous_ of you, girl." she said. "Between being a singer and a superhero, you've done more in one _day_ than _she_ ever will her whole _life_…and she's _green_ with envy."

Alison's smile grew. "Thanks." she answered. "I guess I'd better get going. I guess I'll see you tomorrow."

"Okay. See you." Amanda replied. With that, Alison headed off, to meet up with the others before heading home.

XXXXXXXX

_New York Police Station_

As he emerged from the police station, Kraven scowled to himself; after his failed hunt, he'd been charged with 'disturbing the peace,' causing his entourage to scatter like a pack of hyenas.

Only his agent remained, after quickly arranging bail. "Minor setback, Big K." the little fool babbled. "Superman just got in a lucky punch!"

"He is a worthy prey." Kraven said. "Kraven will not underestimate him again." He was still feeling the impact of the Kryptonian's strike in his abdomen; not even a _herd_ of elephants had _that_ kind of impact.

Kraven smiled to himself; he'd at last found the challenge he'd been seeking.

His smile then turned to a frown as he thought to himself; even if he found the Kryptonian again, _how_ would he go about compelling him to battle..?

"Mr. Kravinoff?"

Turning, Kraven saw a chauffeur standing next to a shiny black limousine. "My employer heard about your…mishap, Mr. Kravinoff; he wishes to have a word with you."

Glancing at the vehicle, Kraven thought for a moment…and then smiled. "Very well." Kraven said, as he stepped inside the limo, followed by his agent, before the chauffeur closed the door behind him.

As the limo started to drive away, Kraven took a look at his host, who was sitting in the seat across from him; the man was quite large, yet his manner was that of one who wielded power, an impression only added to by the white business suit he wore. The man smiled pleasantly. "Allow me to introduce myself, Mr. Kravinoff; my name is Wilson Fisk, and I must confess, I am something of a fan of yours." he said. "I happened to see your little challenge against Superman, today; I _must_ say, it was quite unsporting – refusing to fight you, and then that sucker-punch…"

"Kraven was caught unprepared." Kraven said. "It will not happen, again."

"Of course." Wilson said. "Still, I must admit, the odds against you are less than favourable; we all know how powerful Superman is…"

"Kraven fears no man or beast, Earth-born or otherwise."

Wilson smiled. "I am glad to hear you say that, Kraven," he said, "because I wish to discuss with you a means of…_evening_ the odds."

Kraven scowled. "Kraven needs no modern weapons, Fisk."

"Of course not!" Wilson exclaimed. "However, I think that you _will_ be interested in _this._" With that, he took out a vial of red fluid. "This serum contains DNA from a wide variety of fearsome beasts…many of which you have faced and defeated." He smiled. "I am sure that a man of the wilds as yourself is familiar with the traditions of many ancient peoples, how their hunters anointed themselves with the blood of their kills in order to absorb their power, or consumed their flesh to take on their better qualities." He gestured to the vial. "As you can see, we've refined the process somewhat since those days."

Kraven's agent looked nervous. "I don't know about this, Big K…"

"You have already claimed victory over these beasts, Kraven; you have _earned_ what they have to offer." Wilson continued. "Is it not the _right_ of the hunter to claim the strength of his prey? Why, your fallen prey would surely take it as an _insult_ if you did _not!_"

Kraven was still wary. "And in exchange for this, what would I have to do?"

Wilson chuckled. "Nothing you weren't planning on doing anyway, Kraven." he said. "Simply do battle with Superman as you would have, regardless." He smiled slyly. "In fact, why stop there? Why not engage him and his entire _team?_ Why not prove your mastery over some of the mightiest beings on the planet?"

Kraven smiled at that thought…before he frowned. "Even if Kraven were to agree, Fisk, it does not solve the problem of compelling the cowardly Kryptonian to do battle."

By then, the limo had stopped inside a parking garage. Stepping out, Fisk headed towards an elevator, and Kraven and his agent followed. "Superman won't fight you without a _reason_, Kraven." Wilson said, as they took the elevator to the top floor. "I'm simply going to help you _give_ him a reason."

As the elevator opened onto the top floor, Kraven's eyes widened in surprise at what he saw. The top floor was an office, and a fine one, at that…but it was Fisk's _guests_ that astounded him.

There were six individuals present. One of them seemed perfectly normal…but the _rest_ were _not_. One man, tall and incredibly muscular, was clad in a dark grey bodysuit that resembled a rhinoceros. Next to him was another costumed man, of similar frame, clad in a dark green suit, with a long tail, ending in a spherical tip, resembling the stinger of a scorpion, with a somewhat crazed look in his yellow-tinted eyes. The third individual was clad in a red-and-yellow bodysuit with a secondary black-stitched-like pattern, covering him from head-to-toe, with silvery metal gauntlets upon his hands. Even more bizarre was the fourth person, clad in a green bodysuit, a dark violet cape…and a semi-opaque glass dome upon his head, resembling a _fishbowl._ But the most bizarre by _far_ was the fifth, who was clad in a green-and-orange bodysuit, with dark glasses upon his face…and a metallic apparatus, with four metal tentacles, seemingly welded into his _spine._

"You see, Mr. Kravinoff, I _do_ require something of you." Fisk said. "My employees here have a little 'excursion' planned for tonight; one which the Justice League will undoubtedly try to intervene in. I simply wish for your assistance in this little venture; naturally, I would be glad to provide you with additional compensation for your time…"

"Will Kraven have a chance to battle the Kryptonian?" Kraven asked.

The one normal man out of the six grinned. "I'd bet my life on it, mate."

At that, Kraven smiled. "Kraven _agrees._"

The normal man chuckled. "Looks like you got your six, Kingpin."

Fisk smiled, as he nodded in agreement. "It would certainly appear so…"

XXXXXXXX

_Xavier Institute_

By the time Superman had finished his patrol, the sky was starting to go red over the Institute. As he flew towards the Institute, he saw that a crowd had gathered outside the gates. '_Protesters, again?_' he thought sadly…but as he started to descend, he saw that he was _wrong._ '_Oh dear __**God**__, I don't believe this…_'

As he touched down inside the gates, the crowd promptly went _bonkers._ "Superman, please, a moment of your time..?" one reporter called out.

A young woman in her late teens tried to reach through the bars towards him. "_Superman, I love you!!_" she squealed…a statement chorused by about a dozen _more_ squealing voices.

Suppressing a groan of exasperation, Superman turned away from the crowd, and headed into the Institute, trying to block out the crowd's chatter…

"They've been there for the past few hours."

Turning, Superman saw Logan standing there, calmly leaning against the wall. "I figure that's about three hours straight, Flyboy."

Superman groaned. "This is getting _ridiculous._"

"No kidding. Damn near got _mauled_ trying to get in through the gates after my bike-ride." Logan muttered. "I don't know which is _worse_: anti-mutant protesters or _those_ animals."

Superman shook his head. "At this rate, we'll need a _publicist_, or something…" he lamented.

Logan chuckled. "Like that 'Tom Petersen' guy?" he asked. "He's been calling here non-stop since this morning, offering you and yer pals movie contracts, product licensing, TV show deals…"

'_Okay, now this is just getting dumb; I mean, a TV show? __**Us??**_' Superman thought. "Don't worry, Logan; if he calls again, I'll have a few words for him."

"If you say so, Flyboy," Logan said, "but this guy's more persistent than _mould_; good luck." With that, Logan simply walked off.

As Logan left, Superman smiled as he saw Krypto scamper up to him, panting happily. "Hey, boy." he greeted, reaching down to scratch his pet's ears. "You probably think that those people out there are _nuts_, don't you?" he chuckled. "You'd probably be _right_…"

Just then, the telephone rang; undoubtedly, it was Tom, again. Superman's eyes narrowed; after everything, today, his patience was seriously _worn_. Walking to the phone, he picked it up. "Listen _carefully_, Petersen, because I am _only_ saying this _once..!_" he shouted.

"_Well, that's a fine way to talk, mister. Does your dear Mum know you use that tone?_"

Superman's angry frown vanished as he heard the British lilt of Alison's manager and beloved Aunt, Bridget Blaire. "Hello, Mrs. Blaire." he greeted. "I am _so_ sorry about that; I thought you were someone else…"

"_Oh, that's perfectly alright, dearie; given what that wanker Tom has likely been doing, I can't blame you._" Bridget replied. She sighed. "_I'm afraid that it's only going to get worse; you and your team are now the hottest talent around, and every agency is trying to get you all to sign with them, even more so than it was with Alison._"

"Swell." Superman sighed. "_How_ could everything have gotten so out-of-hand? Why are everyone and their _uncle_ taking such a huge interest in the League and I?"

Bridget laughed. "_Honey, it's because of what all of you are doing! The eight of you have such amazing gifts and skills, and rather than try to make a buck off of them – like __**most**__ would be prone to do – you all use them to __**help**__ others, without asking __**anything**__ in return! That's simply __**amazing**__, dearie! Frankly, I can't really __**blame**__ so many people for being so interested in all of you!_"

Superman lightly chuckled. "Thanks, Mrs. Blaire." he answered, before he lightly frowned. "But that _still_ doesn't do anything about the reporters and fans camped on our doorstep."

Bridget sighed. "_Sorry, sweetheart, but I'm afraid that I can't help with that, as much as I'd like to; that would be your PR-manager's job…_"

"We don't _have_ a PR-manager."

"_Oh?_" Bridget asked. Superman could practically _hear_ the growing smile in her voice. "_Hmm…_"

Superman chuckled. "Mrs. Blaire..?"

"_Oh, don't pay me any mind, honey._" Bridget said. "_In the meantime, would you tell my dear niece that her CD recording has been moved up to Monday?_"

"No problem."

"_Thank you, sweetheart. I'll talk to you later. Be careful, out there!_"

"Thanks!" Superman replied, chuckling. "Talk to you later!" With that, he hung up, before he headed upstairs, to talk to Alison, followed by Krypto.

As he emerged onto the second floor, he passed by Scott and Jean. "Hey, big guy." Scott greeted. "We heard how you socked it to that 'Hunter' jackass."

Superman chuckled. "I guess word _does_ get around."

Jean nodded, her eyes narrowed in annoyance. "He's nothing but a _bully_ and a _coward_, Kal; you shouldn't feel guilty for socking him one. That guy _needed_ to get knocked down a peg; teach him not to pick on wild animals minding their own business…"

"I guess Kraven's proof that some people will watch _anything._" Superman said. "So, where exactly _is_ everybody?"

"The rest of the X-Men are taking care of homework; Jean and I had only paused to grab a drink." Scott explained, before grinning. "I'm sure you already know about how Lex invited us to attend his little shindig, tonight."

Superman chuckled. "You could say that."

"Storm and Beast are supervising the New Mutants' afternoon-sessions." Jean added. "Since Lex had invited the instructors, too, the Professor had to rearrange the schedule, a bit."

Superman nodded. "Well, knowing Lex, I'm sure tonight will be quite the event." he said. "Anyway, I just need to talk to Ali; her Aunt had asked me to deliver a message to her."

"Sure." Scott replied. With that, Superman continued on his way, while Scott and Jean headed to the kitchen to grab a drink.

As he stepped into Alison's room, Superman smiled as he saw his _taushi_ stretched out on her bed, working on her algebra homework…and then he chuckled as Krypto, ever-affectionate, hopped up next to her and started licking her face. "_Eeeeww_; goofy mutt!" Alison laughed. "Quit it!" Looking up, her smile grew as she saw him. "Hey."

"Hey." Superman replied. "Your Aunt asked me to tell you that your CD recording has been moved up to Monday." He lightly smiled. "So, how was school?"

Alison lightly flinched. "A little difficult." she admitted.

Superman's expression turned worried. "What happened?"

Alison sighed. "Nothing I wasn't really expecting; I just met one of my 'detractors' in _person_; Adrienne Cole, my old grade-school tormentor." She chuckled. "I guess you had _that_ kind of a day, too, didn't you?"

Superman's expression mirrored hers. "You could say that." he agreed. "I wouldn't worry about it, Ali; people like Kraven and Adrienne are just trying to make _themselves_ feel bigger by putting down others."

"And _we're_ just the most convenient targets." Alison agreed. Her expression turned sad. "I _know_ I shouldn't let her words get to me, baby…but it _still_ hurts…"

Lightly smiling, Superman sat down next to Alison. "Just remember that it's only the _smallest_ people that pick on others, Ali; if you keep _that_ in mind, Adrienne's words should hurt a _lot_ less." He chuckled. "You can take _that_ from someone who's been on the receiving end of his fair share of put-downs."

Alison weakly smiled…before she giggled. "You know, I think I saw Adrienne in that crowd, down there."

Superman groaned. "_Great._" he muttered. His expression lightened somewhat. "I take it that you're planning to go to Lex's unveiling, tonight?"

Alison nodded. "The other X-Men, plus the Professor, Ororo, Hank, and Raven were going." she answered. "I think Warren's going, too, to represent his dad's company…" she then frowned, as she continued, "…and so is LeRoux; she'll be representing _her_ old man's company." Her expression turned worried, as she spoke in Kryptonian. "_So I guess a __**certain**__ intrepid reporter will have to keep his distance._"

Superman nodded, while, not for the first time, blessing whatever had given him the idea to teach her his native laguage. "_I'll be careful, Ali…but I think that, after the brief encounter that 'Clark Kent' had with her last year after Jean won her MVP Award, Anita doesn't suspect that much lies behind this goofy farm-boy's exterior._"

Alison smiled wryly. "_I'm actually __**glad**__ that she's a shallow little witch, this time._"

Superman chuckled. "I guess I'd better let you finish up…" he began…but he was cut off as his communicator started to beep. His eyes narrowing in concern, Superman promptly answered the hail. "Boy Scout here, Eye in the Sky; what's the situation?"

"_Beacon has just cracked a coded transmission, Kent._" came Batman's reply. "_Someone's going to try something at Lex Luthor's unveiling, tonight._"

Superman's eyes momentarily widened. "Any idea who?"

"_We don't have the specifics, yet,_" Batman replied, "_but if it's happening in New York…_"

"…Kingpin's involved." Superman answered. "Sounds like we'll have to stake out Lex's shindig."

"_Just keep those eyes and ears open, Kent; I'll contact the others. Black Knight out._"

As Batman ended the transmission, Superman sighed. Alison looked stricken. "Sounds like trouble." she said.

Superman nodded, before sighing to himself. '_It's __**never**__ easy, is it..?_'

XXXXXXXX

_New York City_

"I don't like dis." Rhino grumbled, for what must have been the umpteenth time. "I mean, what if da Justice League catches onto da boss' plan? That guy Superman hits _hard!_"

"Settle down there, big fella." John assured him, as he and the Kingpin's 'six' held their positions in a van parked in an alley near LexCorp HQ. "It'll _work_, so there's no sense going 'round the twist about it."

"Corben's right, Rhino." Shocker said, his eyes narrowing behind his cowl. "I hope we _do_ run into that caped Boy-Scout. I had to spend a good few months in the can because of him and the wall-crawler; I'm ready for my _rematch_, thank you very much."

"The Kryptonian is _mine_, Schultz." Kraven growled. "Our battle was decided before this little 'endeavour' even _began._"

John chuckled. "Sounds like someone's taken his medicine."

Scorpion grinned. "If Tarzan here wants to get his ass beaten in, fine with _us._"

Doctor Octopus scowled. "If you buffoons are finished with your boasting, perhaps we might discuss proper tactics for this mission."

"What's to discuss, Doc?" Shocker said. "The six of us attack, draw the League's attention, and move out while Johnny and his boys swipe Luthor's big tin tuxedo!"

Doctor Octopus put his hand to his forehead. "That is a good enough _theory_, Herman, but it will undoubtedly be more complex than that in _reality_." he said. "The Justice League will certainly attack us in perfect tandem; they are highly skilled, organized, and _dedicated_ to bringing 'criminals' as ourselves down. To engage them sufficiently enough to allow Corben time to evacuate with the Lexo-Skel will require _strategy._"

"Don't waste your time, Otto." Mysterio sighed, his voice amplified through his dome. "You're preaching to a deaf crowd; not an ounce of wit or culture in the _lot_ of them."

Scorpion snarled. "_Watch_ it, Beck!!"

"Easy there, mates." John said. "Let's save that for the League, eh?"

Doctor Octopus frowned. "Just be sure that _you_ keep up your end of the operation, Corben."

John chuckled. "No worries there, Doc; sure, I don't have any special abilities like you lot," he said, "but if there's _one_ thing that you _can_ say about Smilin' John, it's that he _always_ comes through for his mates."

"See that you _do_, Corben."

Glancing to his watch, John gave his trademark grin. "Well, looks like it's time to get going." he said. "Good luck out there, mates; see you in a few – I'll be the bloke in the big metal suit." With that, the six hopped out of the van, heading to their objective, while John drove off, to meet up with his own team.

XXXXXXXX

_LexCorp HQ, a few minutes earlier_

By the time that the X-Men, the Professor, Ororo, Logan, Hank, Raven, Warren, and Anita had arrived at LexCorp HQ, Lex's little soiree was already in full swing. Scott and the rest of the guys had donned tuxedos – with active image-inducers on Kurt and Hank's wrists, and with Warren's wings carefully folded in on themselves underneath the Worthington heir's jacket via a special harness that Warren used. Jean had donned a long, shimmery crimson dress – which Scott thought she looked _stunning_ in – with her ruby hair in a simple ponytail, while Kitty, clad in a slightly shorter, baby-blue gown, had twisted her hair into a bun at the back of her head. Rogue had donned a simple, slim black gown, having opted to keep her mid-length hair as it was. Wanda had made the same choice of hairstyle, having chosen a shorter, dark red, spaghetti-strap gown for this little gala. Alison was wearing a fairly long, shimmery, blue, slim halter-style gown, with the pendant that Kal had given her last Christmas around her throat, her hair done up in a classic French twist…similar to the hairstyle that Anita, clad in a long, emerald-coloured gown, had chosen for the evening – a coincidence that irked _both_ girls to no end. Ororo, her hair flowing freely, had opted for a slim black gown trimmed in silver, while Raven, her form now that of a fair-skinned, auburn-haired young woman, had chosen a dark, midnight-blue, over-the-shoulder gown.

As they walked into the fairly large ballroom where Lex was hosting this little soiree, with a very large shape covered by a sheet in the back, the entire room went silent. Rogue scowled. "Are we _always_ gonna get this kind of reception _everywhere_ we go?" she softly muttered.

Scott sighed. "Looks like it…"

"Guys, you made it!"

Turning, Scott saw Lex, clad in a tuxedo, walk up to them, smiling. "I was starting to think that you weren't coming!"

Seeing their host welcome them, the rest of the party-guests resumed their normal chatter.

"Well, Mr. Luthor, after you so kindly helped us fund the Institute's reconstruction, it was the _least_ we could do." Professor Xavier replied. Scott suppressed a knowing smile; as far as anyone knew, they knew Lex after he'd helped supply building-materials for the Institute's repair…and they planned on _keeping_ it that way.

"Please, it's _Lex._" Lex corrected. He then glanced to Warren. "Warren, good to see you! Hey, have you lost weight?" He grinned. "Moulting-season, right?"

Warren chuckled. "Very funny, Baldy." he quipped back.

Lex laughed. "No, seriously, you look great; you _all_ do."

"Luthor." Anita greeted neutrally. "My father sends his regards." Lex nodded in reply, as Anita simply headed into the crowd.

Wanda arched an eyebrow. "What was _that_ about?"

Lex shrugged. "Last year, LexCorp beat out Van Damme Industries for a contract we were both bidding on; I guess tin grin's had it out for me ever since."

"Swell." Logan muttered. He looked around. "Nice little shindig you got here, Luthor."

"I try." Lex said. "Anyway, I hope you guys enjoy yourselves; I'd better get back to my guests…"

The Professor quickly looked to Jean, who nodded in understanding, before she sent a telepathic message to their host. '_Lex, we think that someone may try to attack, tonight._'

Lex never even slowed his step, as he mingled amongst his guests…but he calmly thought back, '_Are you guys sure?_'

'_Positive. Clark wanted us to warn you; he and the League intercepted a suspicious transmission._'

Lex's expression never changed. '_Hey, no offence to Smallville or his team, Jean, but I get probably over a thousand death-threats a __**week**__; they probably just picked up one of __**those.**_'

'_They think it's for __**real**__, Lex…_'

Lex mentally sighed. '_Fine, fine. You guilted me into it; I'll tighten security around the building, but I'm afraid that's all I can do without alerting anyone._'

Jean nodded. '_Okay._' she thought. '_If you hear anything or notice anything, just let us know._'

'_Got it. Good luck._' Lex thought back, before he quietly excused himself.

Ending the telepathic conversation, Jean turned to the others. "Lex is going to tighten security," she reported, "but that might not be enough…"

"…so we'd better keep our eyes open." Scott finished.

Evan frowned. "Man, Luthor owes us _big_ for this."

Looking around, Alison lightly smiled as she spotted Clark, in his reporter person, amongst the crowd, speaking with several of the guests, getting statements…while undoubtedly keeping his eyes and ears open. For a fraction of a second, his eyes caught hers, and he smiled…before quickly resuming his discreet surveillance.

Kurt noticed her smile. "Is Big Blue here?" he whispered.

Alison nodded. "Yeah, he's here." she answered, before sighing. "If we meet up with him, we'll have to act like we've never met."

"Right." Kitty agreed.

"Perhaps we should split up." Hank suggested.

"Sounds like a plan." Scott agreed. "The actual unveiling starts in fifteen minutes; let's meet back here in ten."

"I'll stay with Charles." Ororo volunteered. The others all nodded in agreement, before dispersing into the crowd.

XXXXXXXX

After briefly catching sight of Ali and the others, Clark, having donned a tuxedo for this event, continued taking statements from the guests, maintaining his clumsy persona…while keeping his eyes and ears _wide_ open. There wasn't any sign of an imminent attack – _yet_ – but they couldn't afford to miss anything…

Suddenly, Clark accidentally bumped into someone; quickly raising his bumbling mask, he "babbled," "G-Gosh, I'm so sorry about that, sir; I'm just all thumbs…"

The person he'd bumped into – a tall, fairly lean, but seemingly athletic man in his early forties, with short, light brown hair and cold green eyes, clad in a tuxedo – turned, fixing a sternly appraising glare at him…before he smiled, his glare vanishing. "Think nothing of it." he replied. He extended his hand. "Norman Osborn."

Clark blinked. "T-The owner of OsCorp?" he asked. Norman nodded. "W-Wow, it's an honour!" He quickly shook his hand. "It's a pleasure to meet you, sir!"

Norman chuckled. "The feeling is mutual, Mr..?"

"Kent. Clark Kent, Daily Bugle." Clark babbled out.

Norman grinned. "One of Jonah's reporters?" he asked. "How is the old news-hound?"

"Tough but fair, sir." Clark answered. He paused. "I…I hope you don't mind me asking, sir, but…wasn't there a break-in at OsCorp New York, about a week ago? I know that you didn't want to make a statement until you had conducted an investigation…"

Norman's smile hardened slightly. "…and I'm afraid I _still_ don't, Mr. Kent."

"Yes, sir. Sorry about that." Clark said. "So, what brings you here? I wasn't aware that OsCorp dealt in defence technologies…"

Norman shrugged. "Not exclusively." he said. "We've dabbled in it, from time to time. A few years ago, we had been trying to develop a human performance-enhancing serum, for use in the military."

Clark nodded. "Like Project: Rebirth, which gave rise to Captain America."

"Something like that." Norman said, before he sighed. "Tragically, however, we never got the results we wanted; there was an…accident. One of our technicians was lost."

Clark's expression turned sad. "I'm sorry to hear that, sir."

Norman nodded. "Ever since then, we've shied away from defence tech…but now…who knows?"

Clark lightly smiled. "Well, good luck with that, sir!"

"Why, thank you." Norman replied. "Have a pleasant evening, Mr. Kent." With that, Norman walked off. Alone again, Clark decided to go meet up with Chloe and Peter; he turned…

…and came face-to-face with Anita.

Anita arched an eyebrow…before her eyes narrowed warily. "I know you." she said.

Clark gulped; he didn't _think_ that Anita would recognize him, but if he was _wrong…_

"You're that reporter that wanted to interview Grey, last year." Anita finished, her tone dismissive.

Inwardly, Clark let out a relieved sigh, as he smiled. "Clark Kent, Daily Bugle." he said. He gestured to the beverage table. "So, can I get you a glass of – _whoop!_" As he made his inquiry, he "accidentally" stepped on a fallen cup, almost losing his balance, but quickly righting himself.

Anita lightly frowned. "No thank you." she said coldly. "If you'll excuse me." With that, she walked off.

'_Dodged a bullet, there._' Clark thought with a relieved sigh. With that, he poured himself a glass of punch, and walked off, to find Chloe and Peter…discreetly tapping his earpiece. "Boy Scout to Black Knight; you see anything?" he whispered.

"_Negative, Kent._" came Bruce's reply. "_Neither I nor J'onn have seen anything; the others' patrols have also turned up dry._"

Clark frowned. "It _could_ just be a false-alarm," he admitted, "but we'd better stick around a bit longer to make sure."

"_I've never suggested otherwise._"

Clark chuckled. "On the plus side, if this _is_ just a prank call, you won't have to explain your disappearance to that girlfriend of yours – Veronica."

Bruce's voice was neutral. "_Veronica and I called it quits, two months ago._"

Clark froze. "Oh." he replied. "I'm…sorry to hear that."

"_Don't be; I was expecting it._" Bruce answered. "_There's no room for a social life in this business._"

Clark frowned. "Ali and I manage."

"_I've noticed that; you've been able to keep the fact that Miss Blaire's mysterious 'Kal' is from 'out-of-town,' a secret,_" Bruce said, his tone a bit harsh, "_but what happens when someone catches on? What happens when someone like Fisk realizes that the Man of Steel has a blond-haired Achilles' tendon?_"

Clark didn't answer.

"_I'll notify you if I find anything._" Bruce finished. "_Black Knight out._"

As Bruce ended the transmission, Clark walked over to Chloe and Peter, who had also donned formal wear: Peter wore a tux, while Chloe wore a light-green, slim evening gown. "Well, Lex sure knows how to throw a party." Chloe commented.

Clark chuckled. "That he does."

Chloe smiled. "And I think I saw _Alison Blaire_ come in with the X-Men, Clark." she teased. "Hard to believe that she used to follow you around as a kid!"

Peter chuckled. "That so?"

Chloe nodded…before her smile turned teasing. "Think I should go let her know you're here..?"

Clark quickly raised his hands. "Uh, t-that's okay, Chloe." he stammered. "I-I wouldn't know what to say to a superstar like her…"

Chloe chuckled. "_Chicken._" she teased.

Clark shrugged. "Hey, we can't _all_ be Superman."

By then, the chatter of the crowd had started to die down, as Lex moved away from the crowd; clearly, he was about to start his speech. Turning towards the front of the room, Clark started to listen to his childhood pal as he began to speak…

…but he froze, as his hearing started to pick up something _else_…

XXXXXXXX

_A few minutes earlier_

As Ororo guided his wheelchair through the crowd, Charles couldn't help but sense her irritation. '_Something troubles you, Ororo?_'

Ororo mentally sighed. '_I suppose it's nothing new, Charles,_' she answered, '_but I can't help but feel a little annoyed that many of Lex's 'guests' are still gawking at us._'

Charles lightly frowned. That much was true; despite Lex's greeting, many of the party-goers were still regarding them with mildly suspicious glances, though they were simply concealed, now. '_They still aren't used to us, Ororo; give them time._'

'_I will try, Charles._' Ororo thought.

"It's been a while, Xavier."

Turning, Charles politely smiled. "It certainly has, General Ross." he replied. "May I introduce Ororo Munroe, one of my instructors."

Brigadier General Thaddeus "Thunderbolt" Ross, in his late fifties, was tall and of athletic frame, with short, white hair, a white moustache, and brown eyes. Nodding to Ororo, Thaddeus lightly tipped his dress uniform's hat. "Ma'am." he greeted, his voice carrying a slight Texas accent.

"General." Ororo replied neutrally.

"I trust you're enjoying the party?" Charles inquired.

Thaddeus chuckled. "Only 'bout as much as I _can_." he answered. "If Luthor's new toy lives up to the hype, then the U.S. Army can't afford to miss out."

His tone hardened somewhat. "And how about your 'sessions' with that boy Banner? He giving you any trouble?"

Charles smiled. "None at all, General." he replied. "My telepathic sessions with Doctor Banner are proceeding well; in the past few weeks, Dr. Banner has managed to assume his 'Hulk-state' without becoming agitated. Furthermore, the Hulk has not only managed to restrain his anger, but he has also begun to solve simple word-problems, something which many have thought impossible. Granted, he still has a long way to go, but I am confident that, with continued telepathic therapy, Dr. Banner's mind and the Hulk-consciousness can completely reconcile…"

"…putting Banner's brain in control of that power." Thaddeus finished. "I'm still doubtful as to whether or not that's possible, Xavier."

Ororo frowned. "Tell me, General, did your department ever really _try_ to help him?"

"Ororo." Charles said gently. To Thaddeus, he added, "As I said before, General, treating only the _physiological_ aspect of Dr. Banner's condition will not solve the problem."

"We'll see." Thaddeus said. "And how's _your_ team, these days?"

Charles' smile became a bit forced; he didn't have to be telepathic to see where this was going. "They're all well, thank you for asking."

"Including your golden boy?" Thaddeus asked. "Ever since that incident, Xavier, I've been wondering how the _hell_ Fury could have contained the Hulk that fast." His expression hardened. "Now I know."

Charles frowned. "General…"

"I've read what little Fury has on him, Xavier: Hulk-level strength – at _least_ – plus invulnerability, supersonic flight, eye-rays, gale-breath, and frost-breath – and perfect control over _all_ of those – _plus_ sole access to the most sophisticated tech on the _planet?_" Thaddeus' eyes narrowed. "To think, I've been concerned with just the _Hulk_…while you've been hiding one of _the_ most powerful P.M.D.s around."

Charles blinked. "P.M.D.?" he asked. "I've never heard that acronym, before, General."

"I'm not surprised; it's fairly new." Thaddeus said. "P.M.D. stands for '_Person of Mass Destruction._'"

Ororo frowned. "Is _that_ how you see Superman, General?"

"Miss Munroe…your boy took on the Hulk and Xavier's brother and walked away from both encounters without a _scratch_…and now he's joined up with seven _other_ people like him. How else are we _supposed_ to see him?"

Charles frowned. "With all due respect, General, my students and I can claim a far better knowledge of Superman and his teammates than you or General Fury, and we can _assure_ you that Superman and the rest of the Justice League are not a threat to this country any more than _we_ are."

Thaddeus smiled wryly. "We'll see." he answered. "Have a pleasant evening." With that, he walked off.

Ororo scowled. '_After all that Clark and his team have done, __**that's**__ how the government sees the League?!_' she mentally fumed.

'_Look at it from __**their**__ perspective, Ororo._' Charles thought. '_Until now, there has never really been a team capable of – in terms of either technology or manpower – overpowering the U.S. Army that the government doesn't control. Since the League is operating independently from the government, they can't help but be worried._'

Ororo sighed. '_Charles, sometimes your patience astounds me._' With that, they both continued to wait for the others.

XXXXXXXX

As several couples glided across the dance floor, Raven easily slipped among the crowd, keeping an eye out for anything out-of-the-ordinary. '_If I were going to hijack this party, what would __**I**__ do..?_' she thought to herself.

"May I have this dance?"

Startled, Raven turned to see a very tall, athletically built man, with short, silver hair and dark green eyes, clad in a tuxedo, standing behind her. At first, Raven frowned, and was about to tell him no…when she took a closer look at his eyes…and saw them momentarily flash red, before going green again.

Raven lightly smiled. "Certainly." she answered. With that, she extended her hand to the stranger, who took it, before they both stepped onto the dance floor, joining in the slow waltz currently playing.

'_I haven't been able to find anything._' Raven thought. '_Any luck on your end?_'

'_None._' J'onn thought back, as they slowly spun with the music. '_Kal, Batman and I haven't noticed anything odd, and the others haven't found anything on patrol, yet._'

Raven smiled. '_You will._' she thought. '_Provided there __**is**__ anything to find._'

J'onn chuckled. '_The vote of confidence is appreciated._'

Raven's smile grew. '_For someone who's never waltzed before, you're not half-bad._'

'_We had something similar on Mars._' J'onn thought back. By then, the song had concluded. "Well, I certainly enjoyed that." J'onn said aloud. '_I had best resume my surveillance._' he sent to her.

Raven nodded. "We'll have to do it again, sometime." she replied. '_Good luck._' she added. With that, J'onn strode off, vanishing into the crowd…likely by discreetly assuming another form.

That was one of the perks to being a shape-shifter; 'getting lost in the crowd' took on a whole new _meaning._

Lightly smiling to herself, Raven walked away, to continue her _own_ surveillance.

XXXXXXXX

After a few minutes of observation – with no results – Scott sighed to himself as he and Jean stopped at the beverage table. '_Have you picked up anything, Jean?_'

Her expression mildly stricken, Jean shook her head. '_No. Nothing._' she thought back.

Scott smiled wryly. '_Well, I know __**I'm**__ sure going to feel stupid if this turns out to be just a prank call._' he quipped. He then smiled at her. '_And I never got to tell you how __**amazing**__ you look._'

Jean smiled, her face going lightly rosy. '_Flatterer._' she sent to him, before giving him a peck on the cheek. '_Keep that up, and you might just get lucky, when we get home._'

Scott was pretty sure that, if he grinned any wider, his face might cramp up. Out loud, he said, "I guess we'd better go meet up with the others." With that, he turned to head back…

…and bumped into a tall, athletically-framed young man, around 26, with short, black hair, and blue eyes, clad in a tuxedo. Scott grimaced. "Sorry."

Surprisingly, the guy shrugged it off. "My fault." he answered, smiling pleasantly. He extended his hand. "Bruce Wayne."

"Scott Summers." Scott answered, shaking his hand. "This is my girlfriend, Jean Grey." he added, gesturing to Jean…before he paused. "Wait…Bruce _Wayne?_ Of Wayne Enterprises?"

"That's me." Bruce said.

"Wow, it's an honour!" Scott exclaimed. "So, what brings you here?"

"Oh, the usual goodwill effort towards a potential competitor." Bruce replied. "And yourselves?"

"Since Lex assisted in repairing the Institute, we just _had_ to accept his invitation." Jean answered.

Bruce nodded. "Well, I hope you both enjoy yourselves!" he said, before he headed off.

Once they were alone again, Jean frowned worriedly. "Scott…there's something funny about him."

Scott blinked. "How so?"

"I managed to get a glimpse of his thoughts." Jean confessed, looking mildly embarrassed. "I didn't _mean_ to; he was completely unshielded." Her tone turned wary. "At first glance, I didn't think much of it; he just seemed to be another one of these socialites…but the more I thought about it…his thoughts seemed to be _too_ fake, Scott; it's like he was projecting what he _wanted_ a telepath to see."

Scott's eyes narrowed warily behind his shades; it sounded like there was more to Bruce Wayne than what met the eye. "We'd better let the others know, Jean." With that, the two of them went to rejoin the others.

After meeting up with the others, Scott and Jean quickly reported what they'd found. The instant that they had mentioned Bruce's name, the Professor frowned, and shook his head. "I'm sorry, but I'm afraid that you're both mistaken; Bruce has _nothing_ to do with this."

Jean looked stricken. "Professor, I _know_ what I sensed…"

"I'm not saying that you didn't sense anything, Jean, but you can't conclude that Bruce is involved in anything illegal simply because you couldn't read his thoughts." Professor Xavier replied. "Bruce's parents were two of my dearest friends; their son is _not_ the type to get involved in this."

Evan groaned. "Sounds like we're back to square one." he muttered. "Terrific."

"I take it that no-one wishes to discuss the possibility that this is just much ado about nothing?" Anita inquired.

"It _is_ possible." Hank thought aloud. "The Watchtower's system could have simply received a false alarm."

Scott's eyes narrowed worriedly behind his shades. "I don't know, guys."

"Remy agree wit' Fearless; dere be _somet'ing_ goin' on, 'round here." Remy added. "Remy got dat feelin' in 'is bones, again; _somet'ing_ gon' 'appen, Remy sure o' dat."

Logan frowned. "You got anything to back that up, Gumbo?"

"Other den de fact dat Tante Mattie always 'ad de same kind o' feelin' 'fore somet'ing 'appened, an' she was always right?"

Ororo looked worried. "He's right about that, Logan; Mattie's an old friend – when it comes to things like this, she practically has ESP."

"Well, whatever's going on, we're out of time." Lance said, as the light started to dim. "Whatever's going to happen, it'll probably happen _now._"

Scott nodded. "Everyone stay alert." he instructed. "If something _does_ happen, we'll need to be ready."

Once the crowd had grown silent, Lex smiled at his guests. "Thank you all for coming." he greeted. "I assume you're all curious as to what my company has come up with, _this_ time." At that, the crowd laughed appreciatively. Lex's tone turned serious. "For the past fifty years, the basic strategy of warfare has not changed: send in squads of soldiers, supported by ground-based armoured units or aerial units, to do the job, and pull out fast." His expression turned regretful. "But in the wars of tomorrow – even _today_ – that may not be enough. The hard fact is that this country has enemies, with sufficient weaponry and the desire to _use_ it. How many of our fighting men have gotten hit with an IED? How many of our planes have taken fire from lunatics with rocket-launchers?" His tone turned firm. "It's time we took warfare to the _next_ level, ladies and gentlemen…and here is the first step: the Lexo-Skel 3000."

At that, Lex grabbed the sheet covering the enormous shape behind him, and pulled it off…revealing the 20-plus-foot-tall, two-legged, green-metal _giant_ looming beneath it. The behemoth's torso was somewhat spherical in shape, its two arms ending in massive high-tech cannons, its "head" around the size of a medicine-ball, with a single glass visor as its only feature.

Lex chuckled. "As you can see, the Lexo-Skel isn't exactly subtle," he joked, "but with _its_ firepower, it doesn't _need_ to be. At full throttle, it can move at _twice_ the speed of any tank, and it's equipped with a limited booster-rocket system; terrain isn't an issue for _this_ baby. With its electromagnetic and thermal sensors, it can sniff out any insurgent hiding in _any_ cave, as well as detect even the most inconspicuous of IEDs." He grinned. "And if something _does_ slip by it," he added, rapping his knuckles on its shin-strut," the Lexo-Skel's hull is reinforced with _vibranium_; short of a _nuke_, not much is going to phase it. Sitting in one of _these_, a single soldier can handle an entire battle-group of hardened insurgents; hell, most terrorists will take one _look_ at this bad-boy and go running for the _hills._"

As the crowd chuckled appreciatively, Lex's tone turned serious. "With the Lexo-Skel, a _single_ soldier can do the work of an entire platoon; with it, we can cut the number of our boys in service overseas down to a _quarter_ of what we have now, _and_ reduce our casualties to even less than _that._ The Lexo-Skel isn't just a new way to wage war; it's an opportunity to get a lot of our boys home safe-and-sound, and protect the ones still serving our country."

At that, the crowd erupted into applause; even Scott and the others had to join in. Once the applause died down, Lex chuckled. "Within the next few weeks, I'll be accepting bids for developing the Lexo-Skel; I trust I'll be hearing from many of you…especially since your brains have been lubricated by my booze." That joke earned another chuckle from the crowd. "Well, now that business is concluded…"

Alison's eyes suddenly widened in horror. "Guys," she whispered, "we've got trouble…"

Suddenly, the west wall _exploded_ in a massive blast, ripping a large hole in it, causing the gathered crowd to scream in horror, fleeing from the blast…as three figures walked in through the gap.

Scott recognized them; it was difficult _not_ to, given their appearances. They were three of New York's most notorious criminals: Shocker – who had undoubtedly blasted the wall in – Rhino, and Dr. Octopus.

Standing a half-foot above his comrades upon two of his tentacles, the Doctor smiled coldly. "Forgive us for being so fashionably late, Mr. Luthor," he said, "but we would like to make a bid on your little invention."

Lex managed to stay calm. "Really?" he asked…while making a discreet signal to his security team behind his back. "What did you have in mind?"

"Simple, really, rich-boy." Shocker snapped, charging his gauntlets for another blast. "You give us that fancy metal tuxedo, and everyone walks away alive."

Out of the corner of his eye, Scott saw about a dozen LexCorp security personnel start to stealthily move into position around the three super-crooks…before he noticed Clark and Peter discreetly slipping away…

"Interesting proposition." Lex thought aloud. "I'll have to think about it…"

Just then, Rhino noticed the security personnel. "Guys! We're surrounded!"

Shocker's eyes narrowed in fury. "You lousy little..!!" he snarled, as he took aim and fired a deadly shockwave at Lex…

A sonic boom suddenly shook the air, as a red-and-blue blur darted in front of the shockwave; digging in his heels, Superman took the blast head on, as it pushed him back a few feet, but otherwise did him no harm. "Are you alright, Mr. Luthor?" he asked, after the blast had dissipated.

"Uh…yeah; I'm fine, Superman." Lex replied.

As Shocker had opened fire, Rhino had charged towards the security team, roaring like his namesake, ready to _trample_ the security personnel. As the security team, caught off-guard, scrambled to get out of the way, the Martian Manhunter quickly resumed his true form, before darting between the Rhino and his targets and gesturing towards him, his eyes flaring white…

The Rhino's charge instantly stopped dead. Confused, Rhino tried to charge again, but he could not…as his feet were now about a foot off the floor.

His eyes narrowed, the Manhunter simply _slammed_ the levitated Rhino into a wall, dazing him, and giving the security team time to regroup.

Suppressing a mild expletive at the incompetence of his comrades, Dr. Octopus readied his two free tentacles for a strike…but his attack was pre-empted by an electrified Batarang, which whirled through the air, clanging against one of his tentacles, stunning him with its shock, before whirling back to the waiting hand of Batman as he leapt down from the shadows on the upper level of the room, where he'd been waiting for the perfect moment to strike. Before the Doctor could recover, a web-line shot in, snagging one of the two tentacles he was walking on, and pulling it out from under him, sending him crashing to the floor, as Spider-Man dropped out of the rafters, landing on his feet next to the Dark Knight.

Superman's eyes narrowed as the three crooks started to recover. "I suggest you three give up," he warned, "before this gets _ugly._"

Rhino grimaced. "I _told_ youse guys that this was a dumb idea!"

The Doctor scowled. "Perhaps a tactical withdrawal is in order." he thought aloud. "Rhino, Shocker, fall back!" With that, all three of them fled back through the gap in the wall.

"Mr. Luthor, you and your guests should get to safety." Superman instructed. "_We'll_ handle these three." With that, he and the Martian Manhunter flew after the three crooks, while Batman drew a grapnel-launcher, took aim and fired, pulling himself to a nearby rooftop, as Spider-Man fired a web-line and swung after them.

As Superman and his comrades left, Scott breathed a mild sigh of relief; he'd honestly expected that he and the others would have had to assist the League. "We'd better clear out, guys…"

"Uh, Scott?" Alison asked. "You _might_ want to re-think that…"

Turning, Scott's eyes went wide behind his shades. '_Uh, boy…_'

XXXXXXXX

As he took to the air, Superman's eyes narrowed as he got a fix on the three perps. "They've split up." he spoke into his communicator. "Flash, you, Green Lantern and Hawkgirl go after Shocker on 156th Street. Batman, you, Wonder Woman, and Martian Manhunter should be able to handle Rhino – he's heading west on Park Avenue. Aquaman, you're with me and Spidey – we'll handle the good Doctor. Head to 78th Street; we'll head him off." With that, the little band split up, heading after their respective targets.

In seconds, Superman and Spider-Man had spotted Dr. Octopus, fleeing as fast as his metal legs would carry him. Perching on an adjacent wall, Spider-Man fired a web-glob, splatting it across the Doctor's glasses. By then, Aquaman had caught up to them; as the Doctor struggled to tear the webbing off, Aquaman quickly grabbed one of his metal arms and _pulled_, yanking him off his "feet," before spinning him around and _throwing_ him, causing him to land hard. Before the Doctor could recover, Superman unleashed a blast of frost-breath, encasing his tentacles in ice. "It's over, Octavius." Superman said, as he touched down. "Just come quietly…"

"_Kryptonian!!_"

Superman inwardly groaned as he saw Kraven the Hunter step into view. His patience worn _dangerously_ thin, he turned to glare at the Hunter. "I am _not_ going to say this again, Kravinoff; I am _not_ playing your stupid little game."

"Kraven _agrees_, Kryptonian." Kraven replied…as he grabbed hold of a nearby mailbox. "The time for playing has _ended!!_" And with that, he pulled the mailbox _clear_ out of the ground, and _threw_ it at them.

Superman and Aquaman quickly darted aside. "Hey, Big Blue, are you _sure_ this is the same clown from earlier?" Aquaman asked.

"Guess he remembered to take his vitamins." Spider-Man quipped.

"Stay focused, guys." Superman advised them. "We can't afford to get distracted..!" But he was cut off as Kraven, roaring like a wild animal, tackled into him with inhuman speed, slamming him against a nearby parked car.

By then, the Doctor had gotten his metal arms free of the ice. His eyes narrowed in anger as he stood up on his metal arms, before one shot out quicker than a striking snake, grabbing Spider-Man and tossing him into Aquaman, sending them both sprawling.

Aquaman groaned. "I _hate_ it when bad guys get surgical implants."

"Join the club, Fishy." Spider-Man muttered.

Shocker hadn't gotten very far from LexCorp HQ when a crimson blur crashed into him, sending him flying. "Shocker, right?" Flash asked, as he came to a stop. "I'm guessing so, since I didn't see any _other_ goofs wearing a quilted getup like yours." Snarling, Shocker got to his feet, and unleashed a shockwave at Flash…which was easily dodged. "_Seriously_, dude, _how_ many polyesters were _killed_ to make that suit of yours?"

"Snot-nosed little _punk!_" Shocker spat, as he opened fire…but his blast crashed against a green energy-field, as Green Lantern touched down. Shocker turned to blast Green Lantern, but he was sent flying again by a diving kick from Hawkgirl. "_Beck!!_ A little help, here?!" Shocker cried out.

"Duly noted, Schultz." Mysterio said, as he stepped into view. "I believe that the time has come for Act _Two_ to begin." With that, he tossed a couple of canisters onto the street; the canisters promptly released large clouds of smoke – in seconds, the view was completely obscured.

"Terrific." Green Lantern muttered. "I'll see if I can spot them from the air…" but he was cut off as a loud roar cut the air…as an enormous _Tyrannosaurus rex_ stomped towards them through the fog.

"_Holy!!_" Flash yelped, as he darted out of the dinosaur's way; the second he shouted out, a shockwave blasted towards him – Flash barely managed to get out of the way. Green Lantern tried to raise a barrier, but the T-rex walked right _through_ it. Her eyes narrowed, Hawkgirl flew at the monster with a fearsome war-cry, swinging her mace at it…and causing it to fizzle into nothingness.

"A hologram." Green Lantern muttered. He quickly switched on his communicator. "Green Light to Black Knight; we've got a perp with a taste for smokescreens and holograms here – goes by the name of Beck…"

"_Quentin Beck, A.K.A. "Mysterio"._" Batman answered. "_He's a former special effects expert; his most noted creations were small, motion-sensitive holographic projectors._"

"He must have scattered these projectors when he created this smoke." Hawkgirl observed.

"And every time one goes off, Shocker knows where to blast." Green Lantern muttered.

Dodging a holographic train – followed by a blast – Flash called out, "Any idea how to _stop_ these guys?!"

"_The arming signal for the projectors has to be continually broadcast to keep them active._" Batman stated. "_Furthermore, Beck's equipment has a very short range…_"

"…meaning that _he's_ in the smoke, too." Green Lantern finished. "Hawkgirl, can your wings blow away some of this smoke?" Hawkgirl just smiled, before she pulled back her wings, and _flapped_ them.

The resulting mini-gust blew away a good portion of the smoke…revealing the fishbowl-wearing form of Mysterio, standing a few feet away from them. Before the illusionist could react, Green Lantern trapped him in a force-field, before Flash darted over and knocked him out with one punch. With Mysterio disabled, Hawkgirl flew into the air, and dove low, swooping over the haze and blowing it away, revealing Shocker. Shocker tried to blast Hawkgirl as she dove at him, but Green Lantern encased his gauntlets in force-fields, before ripping them off, as Hawkgirl sent him sprawling with a diving-tackle, knocking him out.

In seconds, Wonder Woman had broken off her initial patrol and intercepted the fleeing Rhino, touching down in front of the stampeding villain as her two teammates arrived behind him. Rhino simply sneered, and doubled his speed, meaning to trample her, undoubtedly thinking her weak.

_Big_ mistake.

As Rhino closed on her, Wonder Woman dug in her heels and caught Rhino by the horn; the stampeding brute's momentum pushed her back a few feet, but she soon stopped him in his tracks, before she floated up, and spun Rhino around by his horn, tossing him _well_ over fifty feet away, to land hard on the ground. As Rhino tried to get up, Batman drew a tiny capsule from his utility belt, and tossed it at Rhino's feet; the capsule instantly burst, coating Rhino's feet in ice, immobilizing him. Rhino tried to get loose, but the Martian Manhunter gestured towards him, his eyes glowing white. "_Sleep._" he ordered. Rhino's feeble mind was no match for J'onn's; almost instantly, Rhino fell sound asleep.

A loud roar suddenly cut the air, as Scorpion leapt from a nearby rooftop, tackling into the Martian Manhunter, swinging his tail at Batman, who quickly rolled under it. As the Manhunter quickly phased himself away from Scorpion, Wonder Woman drew her lasso and threw it, snagging Scorpion by the wrist, before she pulled him in and _slammed_ him with a punch, releasing her lasso with a flick of her wrist as Scorpion crashed into a wall. Snarling, Scorpion got back up. "_Big_ mistake, girlie!" he spat, as his tail arched over his head. Wonder Woman simply held her ground, ready for whatever this villain could dish out…

Drawing a Batarang, Batman threw the weapon with expert accuracy; the Batarang clanged against Scorpion's tail _seconds_ before he fired, causing the glob of caustic fluid to go wide, missing Wonder Woman completely. "Mac 'Scorpion' Gargan." Batman recited from memory. "Previously a petty thief until he became the subject of a Kingpin-funded experiment; his DNA was integrated with that of a scorpion – Gargan gained proportional strength and reflexes, but the process turned him _insane._ His battle-suit's tail can discharge a solution of concentrated hydrochloric and hydrofluoric acid."

Scorpion snarled. "What, is that supposed to _scare_ me, Bats?"

"No, Gargan." Batman said coldly. "You're too _stupid_ for that."

Against a personality like Gargan's, taunts could be effective weapons in their own right.

The insult caused Gargan's already-crazed expression to turn utterly _enraged_; with a roar, Scorpion pounced at him, but Batman easily sidestepped him, drawing a smoke-bomb, before sending a thought to the Manhunter, who nodded. "Your pal Beck isn't the _only_ one capable of blowing smoke, Gargan." Batman growled, as he smashed the sphere against the ground, shrouding himself in haze. "Come and _get_ me." Snarling, Scorpion chased after him.

In the haze, Scorpion looked around, trying to spot his foe; suddenly spying a shadow, he ran after it…and found nothing. Seconds later, he felt a tug on his tail, whirling around to see a retreating shadow. He ran after it; likewise, _nada._ "_I'm over here, Gargan._" the Dark Knight mocked. Snarling in fury, Scorpion ran towards the Batman's voice, emerging from the smoke, to see Batman standing there, his arms calmly folded; roaring, he pounced at the Dark Knight…

…and was suddenly pulled back by an unknown force.

Falling flat on his face, Scorpion turned to see what had happened…and saw one of Batman's grapnels tied around his tail, with the launcher-end of the iron-thick cable tied around a nearby street-light – guided by the Martian Manhunter's telekinesis – immobilizing him.

He'd been _suckered._

That was the last thought Scorpion could make before Batman's extended-finger fists stabbed into pressure-points on his shoulders, flooding his mind with pain as his arms and upper torso went numb. The Dark Knight followed with an elbow to Scorpion's jaw, stunning him, before he leapt high into a somersault, landing feet-first on Gargan's back, slamming him into the ground, knocking him out.

With both crooks dispatched, Wonder Woman relaxed. "I only hope the others are faring as well."

"This was too easy." Batman said.

"I agree." J'onn added. "Could they have been luring us into a trap?"

"_No_; they were luring us _away._" Batman said, as he switched on his communicator. "Black Knight to Boy Scout; these clowns are a _distraction._ The _real_ target is the Lexo-Skel."

After tackling him, Kraven had managed to get in a few punches before Superman caught his fist and _threw_ him off; Kraven went flying through the air about fifty feet, but he landed on his feet – specifically, he landed on all fours in a cat-like stance. "This is _pointless_, Kravinoff." Superman said. "Give it _up._"

Kraven snarled. "I will have my prey, Kryptonian!" he shouted. "_The Hunter will NOT be denied!!_" With a roar that sounded more animal than man, Kraven leapt at him again, his fists swinging savagely, but Superman dodged each and every one, before countering with a fast left jab, sending Kraven flying again, causing him to crumple onto the street.

For a moment, Superman feared that he'd seriously _hurt_ Kravinoff, especially as Kraven started to groan in pain…but those fears vanished, as Kraven's moans turned to feral _roars_, as his body began to _grow_ in size, with thick brown fur sprouting from his skin, his eyes turning golden and slitted, his hands growing claws, and his teeth turning into fangs.

"My _God_, Kravinoff," Superman whispered, "what did you _do_ to yourself?" Only a feral roar answered him, as the beastly Hunter pounced at him again.

Quickly recovering, Aquaman and Spider-Man dodged the Doctor's tentacles in opposite directions. Firing a web-line, Spider-Man snagged one of Doc Ock's 'legs,' and pulled, causing the Doctor to lose his balance, where Aquaman leapt at him, slamming him with a haymaker. The Doctor crashed to the ground, but his tentacles quickly righted him, as he swiped at his two opponents, who dodged away from the attack. Firing two web-lines, Spider-Man snagged the two tentacles that the Doctor was standing on. "Hey, Fishy! How about a little 'alley-oop'?" Grinning, Aquaman picked up his comrade and _tossed_ him towards the Doctor; Spider-Man darted through the arch created by the tentacles, coming to a stop at the end of his two lines…before _pulling_ on them, causing the Doctor to lose his balance and sending Spider-Man flying back towards the Doctor, tackling into him and sending him flying…right into Aquaman's punch. As the Doctor was sent flying once more, Spider-Man shouted out, "Hey Big Blue! _Incoming!_"

Superman had just blocked a punch from the savage Kraven when he heard his comrade's call. Kraven swung at him again, but Superman caught his fist easily, his eyes narrowed, and his patience _gone._ "I'm _through_ playing nice, Kravinoff." he said, and he punctuated the sentence with a lightning-fast punch, sending Kraven flying. But Superman didn't stop there; darting ahead of the Hunter, he caught Kraven by the ankle, spinning him around at high speeds, before tossing him in the _other_ direction…where he crashed into the airborne Doctor Octopus, knocking them _both_ out.

With both bad-guys dispatched, Superman, Spider-Man, and Aquaman walked over to their foes, watching as Kraven slowly returned to normal. "_Brother_…I've heard about having 'animal magnetism,' but _this_ is _ridiculous._" Spider-Man muttered.

"The things some people do to be famous." Aquaman said, shaking his head.

"_Black Knight to Boy Scout; these clowns are a distraction. The __**real**__ target is the Lexo-Skel._"

Batman's voice caused Superman's eyes to widen…but not as much as the explosion that came from LexCorp HQ. "Fall back to LexCorp HQ!" he shouted into his communicator. "_Double-time!!_" At that, he took to the air, as his comrades followed as fast as they could.

XXXXXXXX

_A few minutes earlier_

'_Uh, boy…_'

Scott's thought pretty much summed up those of _all_ his teammates as about two dozen black-clad men, all heavily armed, all swarmed into the room from two side-entrances, _seconds_ after the Justice League had left. "Evening, everyone!" their leader called out above the screaming, his voice carrying a mild Australian accent. "I trust you've all had a pleasant evening…because this little party is _over._ _Clear out!_" With that, several of his men fired their weapons into the air, sending the party-goers into fresh waves of panic.

As party-goers fled past them, Scott saw Lex leading several of his guests to safety. "Lex, get the Professor out of here!" Scott exclaimed. "We'll handle this!"

Lex nodded, as he took hold of the Professor's wheelchair. "I'll instruct my security team to assist you. Good luck!" With that, he wheeled the Professor to safety.

Logan grinned savagely, as he popped out his claws. "Now this is _my_ kind of party!" he crowed. With that, the X-Men and their instructors leapt to the attack.

Summoning her winds, Ororo sent one soldier flying with a small gale, as Warren, popping his wings out through his tux's jacket, flew into the air, slamming the goon with a dive-kick, before Jean telekinetically grabbed him and tossed him into _another_ goon. As a third goon started to close on Jean, Ororo stunned him with a blast of lightning, knocking him out.

Drawing and extending his bo-staff, Remy knocked away the weapon of one soldier, before slamming him in the torso with his staff, doubling him over. As a second rushed at Remy, Rogue kicked his firearm away, before grabbing hold of him and draining him, knocking him out. The two of them turned to face another two armed thugs, but they were quickly incapacitated by the stun-guns of Lex's security team. Grinning, Remy tipped his staff to them. "_Merci._" The team-leader simply nodded, and continued on.

Laughing like a wild man, Logan sliced apart one soldier's gun, before head-butting his opponent, as human skull met adamantium-laced human skull – as expected, Logan won, while his foe sagged to the ground, unconscious. A second goon managed to get a shot off, taking Logan in the shoulder, but Nightcrawler quickly 'ported in, snatched his weapon away, and 'ported out…before 'porting back in and drop-kicking the thug. "You okay, Herr Logan?"

"Ugh…yeah, I'm fine." Logan muttered, his healing-factor quickly repairing his injury…before his eyes widened. "_Elf!! Behind you!!_"

Logan's warning came too late as a third goon closed on Kurt, catching him in a headlock. Kurt tried to reverse the goon's lock…but his assailant suddenly howled in pain, before he sagged to the floor…a metal dessert fork sticking in his shoulder, thrown by Mystique's expert hand. Mystique's eyes narrowed as she assumed her natural form. "_No-one_ attacks my son."

Forming numerous spikes on his forearms, Evan fired them at three soldiers, just as Wanda generated a hex-field; with normally-improbable precision, Evan's spikes jammed themselves in the barrels of their opponents' weapons, rendering them useless. Before the soldiers could react, Scott unleashed a sweeping optic-blast, sending them flying.

As two thugs came at him, Hank grabbed the first one and tossed him aside like a sack of potatoes, before drop-kicking the second, sending him sprawling. Turning, he spotted two more coming at him…but Kitty tackled into them, partially phasing them into the floor, making them easy targets for LexCorp security's stun-guns. As two more charged in, Lance concentrated, and sent a tremor through the floor towards them, sending them flying.

As two soldiers opened fire on her, Alison quickly raised a hard-light barrier, repelling their shots; when the two goons paused to reload, Alison unleashed a burst of gale-breath, sending them flying. Turning, she spotted two more coming at her…but they were sent flying by Anita's mystic force-blasts. "Pay attention, Blaire!" Anita snapped, blasting a third. "I don't want to have to keep saving your air-headed life!"

"_Don't_ do me any favours, LeRoux!" Alison shot back. With that, she darted towards the three goons closing on her at super-speed, sending each flying with a punch.

By then, all the thugs were dispatched. "Ach, I hope Lex is _insured._" Kurt lamented.

"Hang on there, Elf." Logan muttered. "There's still _one_ unaccounted for…"

_THUMP._

As that massive tremor shook the earth, Wanda lightly frowned. "Okay, Shakey; they're _done_. You can stop, now."

"Hey, it wasn't _me!_"

_THUMP._

"That was no tremor." Hank thought aloud. "It sounded more like…"

"…a footstep." Scott finished, as he started to turn…in time to see the Lexo-Skel 3000 step forward, its footsteps shaking the ground.

"Oh. Mah. _Gawd._" Rogue whispered.

"_Merde._" Remy agreed.

The leade soldier's voice echoed out from the Lexo-Skel's audio-system. "_It's been real, mates, but me an' this big fella have other engagements. G'day!_" With that, the Lexo-Skel turned, taking aim at the hole in the wall, and firing its cannon, blasting an even _bigger_ hole in the wall, before stomping towards it.

Scott's eyes narrowed in determination. "_After_ it!" he ordered. "We can't let it get away!" With that, the entire group chased after the fleeing Lexo-Skel.

As the Lexo-Skel stomped away, Scott fired an optic-blast at it, as Jean unleashed a torrent of psychic flame…but both attacks spanged harmlessly against its vibranium hull. With a feral roar, Logan leapt at the mech-suit, his claws extended, ready to rip into it…but his slash-attack did little more than leave white scratches on its armour.

Logan scowled. "Damn vibranium hull…Luthor _had_ to reinforce this thing with the _only_ metal capable of withstanding adamantium to any degree."

"Any ideas, Scott?" Kitty asked.

As the metal behemoth started to turn, Scott's tactical brain kicked into overdrive. "Spread out! Aim for the joints! Keep moving; if we stay still, we're sitting ducks!" With that, the entire team scrambled to surround the mech-suit, as its cannons fired three high-powered missiles…

…which were promptly incinerated by precisely-aimed eye-rays.

As Superman hovered behind the Lexo-Skel, Scott grinned. "Took you long enough, Big Blue!" he quipped.

Superman chuckled. "You know how air-traffic is, these days."

As the Lexo-Skel turned to face Superman, its pilot's voice echoed through its audio-system. "_Well, fancy meeting you here, mate._" he said. "_Suppose I might as well introduce myself; me mates call me Smilin' John._"

"Pleased to meet you." Superman replied…before his eyes narrowed. "Well, John, why don't you save us _all_ a lot of trouble and come out of there? I don't really have a can-opener, handy."

"_Cheeky little devil, aren't you?_" John snapped. "_Sorry I can't oblige; after you and your 'League' mucked up the little deal I was running a while back, I'm afraid I can't afford to mess this job up._" With that, the Lexo-Skel's cannons took aim at him. "_Have a good one, mate._"

As the Lexo-Skel's left-hand cannon started to fire, a web-line suddenly snagged the cannon, pulling it upwards, causing its shot to blast into the air harmlessly, as well as causing the suit to lose its balance, spoiling its aim. As the Lexo-Skel stumbled back, Spider-Man and the rest of the Justice League caught up with Superman. "Of _all_ the parties these guys had to crash, they pick the one with the gi-normous battle-suit." Spider-Man muttered.

"Any ideas how to stop it?" Green Lantern asked.

"Its hull is reinforced with vibranium; concussive attacks won't stop it quickly enough." Batman said. "If we can superheat points on its hull, and melt off its armour…"

"…we should be able to take it out." Superman finished. "Ali, Jean, Anita: you three help me melt off some of that thing's armour – we should start at its arm-joints, and take out its cannons."

Scott instantly picked up on his train of thought. "Kitty, Lance; you two work on immobilizing that thing's legs – make it a sitting duck." he added.

"Everyone else, either keep that thing distracted or go for its underlying components as soon as we get its armour off." Superman instructed. "Let's _move!_" With that, the entire group leapt into action.

Darting underneath the Lexo-Skel, Kitty quickly phased herself through one of the massive armour's legs, shorting it out, while Lance generated a sink-hole under the other, trapping it. As they darted back out, the Lexo-Skel tried to get a lock on them, but Evan spoiled its aim with a well-aimed spike-barrage, while Flash zipped his comrades to safety. With the Lexo-Skel immobilized, Superman and Alison both fired their eye-rays at the left arm's shoulder-joint, starting to melt its armour plating, while Jean sent a continuous wave of psychic flame at the right shoulder, supplemented by Anita's mystic fire-bolts, while Wanda conjured a hex-field, causing the vibranium to spontaneously begin to corrode, though slowly, as the metal wasn't given to corrosion.

In less than a minute, they had melted through. Wonder Woman promptly snagged the right arm with her lasso as Cyclops opened fire on the joint, weakening it, before Batman tossed two explosive Batarangs at the joint, blasting it apart, as Wonder Woman yanked the arm _clean_ off. Extending his bo-staff, Remy gave it a good charge, before handing it to Aquaman, who pulled back and _threw_ it like a javelin, embedding it in the left shoulder-joint, where it detonated, blasting the left arm off.

The impact of losing its arms forced the Lexo-Skel to stumble back, before regaining its balance…and extending a pair of missile-launchers from its back, opening fire. Green Lantern quickly raised a barrier, blocking its shots, before Hawkgirl flew at it, smashing one launcher with her mace, before the Lexo-Skel retracted the other.

As soon as the battle-suit's arms had fallen off, Hank had darted over to one and started to tinker with it; after a few minutes, he called out, "I think I can operate this weapon, but I'll need some help in aiming it!" Promptly, Warren, Logan, Spider-Man, Rogue, and Mystique darted over, heaving the massive cannon into position, aiming it at the mech-suit.

"Any time now, Fuzz-ball." Logan grunted.

"_Jeez_, Lex sure got his money's worth on this thing." Spider-Man quipped.

"Alright," Hank warned, "brace yourselves..!" With that, he crossed a few wires…and plugged his ears.

The cannon roared, blasting a high-powered shell at the Lexo-Skel, smashing into its torso, denting it and causing the suit to stumble back…but also causing its missile-salvo to blast across the city, out-of-control…

Instantly, Superman and the Martian Manhunter flew after the missiles. As they closed on them, the Manhunter telekinetically grabbed hold of two missiles and crashed them into each other, detonating them harmlessly, while Superman blasted one missile after another with his eye-rays…until only one remained, but it was too close to a civilian zone to risk detonating it…

Flying ahead of the missile, Superman grabbed hold of it and _pushed_, altering its trajectory upwards, as it flew high into the stratosphere, detonating harmlessly.

With that threat neutralized, Superman's eyes narrowed; it was time to _end_ this. Turning in mid-air, Superman accelerated towards the Lexo-Skel at Mach Five, spiralling towards it like a _corkscrew_, before he struck the machine's torso, ripping through it like a bullet through Swiss _cheese_.

As the Lexo-Skel started to double over, Scott blasted the remaining hinges on the chest-plate, blasting off the plate and exposing the cockpit, where the battered 'Smilin' John' sat. As the Lexo-Skel started to go critical, Spider-Man fired a web-line, pulling himself towards the cockpit, where he pulled John out, and swung clear, before the cockpit exploded, and the demolished Lexo-Skel collapsed backwards, utterly destroyed.

With the Lexo-Skel neutralized, the entire team quickly regrouped. "Hope Lex insured that thing." Evan quipped.

"Ah say good _riddance._" Rogue muttered. "Those stupid Sentinels were bad _enough_; Ah don't want to see _these_ things stompin' around, too."

"Amen t' _dat_, chere." Remy agreed.

Scott nodded. "We'd better find the Professor and head home, before…"

But he was cut off by the sound of applause; turning, they all saw Lex's guests, who were – for the most part – applauding their efforts.

Kitty lightly smiled. "Okay, _this_ kind of publicity I don't mind."

"I hear _that._" Spider-Man agreed.

Superman chuckled, before glancing to the X-Men, keeping his expression neutral…but his gaze quickly found Alison's. "Is everyone okay?"

Alison smiled pleasantly, though her eyes were sparkling. "Yes, Superman," she replied evenly, "we're all okay."

By then, Lex, along with the Professor, had caught up with them. Looking around, Lex whistled. "Well, you guys sure know how to party."

Superman smiled apologetically. "We're sorry about the damages to your building and your prototype, Mr. Luthor," he said, "but there was no way to avoid…"

"It's _quite_ alright, Superman." Lex assured him, smiling. "I'm a rich guy; I can afford it – the _important_ thing is that no-one was hurt."

"Well, except for _that_ guy and those other six clowns." Flash quipped.

Lex chuckled. "Well, no-one that didn't _deserve_ it." he amended. Smiling, he extended his hand. "No hard feelings." Superman smiled back, and shook it.

Within minutes, the police had arrived to take John's goons, as well as his six accomplices, into custody, while John _himself_ was to be taken to a hospital, under police supervision, of course. With the culprits safely behind bars, Superman turned to his teammates. "We'd better get going," he said, "before…"

"Supey! Baby!"

Superman's eyes closed in exasperation. '_Oh, no…_'

From the sidewalk, Tom Petersen quickly ran up to them, trying to catch his breath. "I've…I've been trying to reach you all day…" he panted. "You…you drive a hard bargain, Supey…so here it is: _full_ copyright to _everything_ – movies, TV, action figures, comic books, you _name_ it – for you, your team, _and_ the X-Men! _How_ can you say no to a deal like _that??_"

All of Superman's comrades – especially _Alison_ – looked ready to _trounce_ the little weasel, and Superman was ready to tell Tom where he could _put_ his 'deal'…when he got an idea. He quickly sent a thought to J'onn, who sent it to the others.

One-by-one, they started to smile.

"Wow." Superman said simply. "When you put it _that_ way, I guess we _can't_ say no…"

"I _knew_ it!" Tom exclaimed. "I _knew_ you'd see the light, Supey! I _guarantee_, you won't be sorry..!"

"…but on _one_ condition." Superman finished. "That _all_ the profits from the use of our images – _everything_ – go to _charity._"

Tom grinned. "Hey, _classy_ move, big guy!" he exclaimed. "Minus my commission, right?"

Superman just smiled.

Tom gulped. "R-Right?"

Chuckling, Superman gave Tom a friendly pat on the shoulder. "You'll get your commission, Tom, but it'll come in something a _lot_ better than dollars." he said. "It'll come in the satisfaction of helping your fellow man." His smile became a bit harder. "_That's_ the deal. Take it or leave it."

Alison managed to suppress a giggle.

Tom sighed, deflated. '_At least I still get my salary._' "Deal, big guy; we'll contact you later and draw up the paperwork."

"Good." Superman said. To the others, he added, "You guys go on ahead; I'll meet you back at the Institute." To Spider-Man, he finished, "Nice working with you, Spidey."

"Anytime, Big Blue." Spider-Man replied. "Be seeing you." With that, Spider-Man fired a web-line, and swung off, while Superman took to the sky, as the rest of the League headed back to the Javelin, while the X-Men turned to head back to the X-Van.

It had been a _long_ night.

XXXXXXXX

After the Justice League, the X-Men, and Spider-Man had left, the guests had started to leave, as well, but Chloe had stuck around, both to take notes on the incident, and to find her missing partners…

"Chloe?"

Spying Clark, Chloe breathed a sigh of relief, which quickly turned to _annoyance_. "Where the hell _were_ you, Kent?! I was afraid you'd gotten caught in the initial attack! I was worried _sick!_"

Clark looked apologetic. "I'm so sorry, Chloe; I really didn't mean to worry you." he said. "I just…had to make a stop in the washroom."

Chloe arched an eyebrow. "You were in the _bathroom??_"

Clark looked embarrassed. "I just…had to duck in there, for a bit."

Sighing, Chloe shook her head. "And where's Peter?"

"Oh, I saw him as I got out; he'd managed to get a few shots of the fight. He said he was going to head home."

Chloe nodded – at least it wasn't a _total_ loss. She fixed her partner with a mild frown. "Clark, if you're going to succeed in this business, try investing in a _backbone._"

Clark smiled sheepishly. "I'll try."

Smiling wearily, Chloe said, "I guess we'd better head home, too. Good night, Clark."

"Good night, Chloe." With that, they both went their separate ways.

As she walked to the sidewalk to catch a cab, Chloe sighed to herself, wondering _how_ Clark – the unofficial 'leader' of his little childhood band – could have changed _so_ much…

…or _had_ he? _Somehow_, in the back of Chloe's mind, she knew that there was more to Clark than met the eye. But that was just _stupid_…

…wasn't it?

XXXXXXXX

_Fisk Tower_

After getting the report of the failed operation, Fisk scowled to himself. He'd put too much faith in Corben and those six buffoons. He would have to find some _other_ way to neutralize the Justice League…

Suddenly, Fisk's video-phone switched on, as an incoming call came through…revealing the face of young Lex Luthor. Fisk put on his best smile. "Why, Mr. Luthor, what a surprise!" he exclaimed. "What can I do for you?"

"_Not much._" Lex answered. "_I just wanted to tell you that your little plan backfired._"

Fisk blinked. "Pardon me?"

"_Don't play dumb, Fisk; someone pulls a job like tonight, and you __**don't**__ know about it? __**Please.**_"

Wilson frowned. "I think, Luthor, that I am insulted by what you're suggesting…"

"_Fine, then, Fisk; play it your way._" Lex said, grinning slyly. "_If you ever __**do**__ find out who pulled this, you can tell them that I'm __**glad**__ they did._"

Fisk blinked. "You're…_glad??_"

"_Of course! The prototype was fully insured, so, dollar-wise, I've lost __**nothing**__ – heck, I even came out __**ahead**__ – I have the technology to put the Lexo-Skel into full production, and I've __**proven**__ what an effective weapons system it is, and it didn't even cost me a __**dime.**_" Lex answered. "_So, if you ever __**do**__ find out who did this, you can tell them that the joke is on __**them**__. Good-night._" With that, the call ended.

Snarling, Wilson felt like _smashing_ the phone into pieces at that. '_After I deal with the Justice League, that little punk is __**next.**_' he thought. After a few minutes, he managed to calm himself. This was just a temporary setback. He'd already washed his hands of Corben and the six; there was nothing left to link him to this evening – even Kraven's serum would appear to be nothing more than anabolic steroids.

He would find a way to defeat the Kryptonian upstart and his little team. Sooner or later, the Kingpin always won.

_Always._

XXXXXXXX

_Xavier Institute_

After reassuring Chloe that he was fine, and re-donning his uniform, Superman had flown back to the Institute, touching down just as the Javelin had landed…just before the X-Van managed to get through the crowd gathered outside the front gates. As the rest of the League and the X-Men disembarked, Wonder Woman glanced to the crowd, shaking her head. "I _hope_ that this frenzy will die down, in time." she said, as they all headed towards the Institute. "If _this_ is what will happen every time we handle a crisis, things are going to get quite difficult."

"I _hear_ you." Flash agreed. "We need a PR specialist, or something."

The Professor chuckled at that. "Funny you should mention that." he said. "You see, before we left, I had asked someone to meet us, here." By then, they had reached the front doors, and headed in…

…where a fairly tall woman, in her late forties, of average frame, with fairly long brown hair, and green eyes, clad in blue jeans and a dark blue jacket was waiting for them.

"_Aunt Bridget!_" Alison exclaimed, rushing over to hug her Aunt.

Laughing, Bridget accepted her niece's hug. "Oh, hello, sweetie." she replied. "I'm only sorry that I didn't get here, earlier." Smiling at the rest of them, she added, "Charles here's been telling me that you've all been having press-troubles, lately."

"And _how._" Lance muttered.

Chuckling, Bridget continued, "Well, if you're in need of someone who can keep those dogs on a leash, I'd be happy to be of service!"

Superman looked to the rest of the League, who all nodded in agreement, before looking back to Bridget. "Well, we'd love to have your help, Mrs. Blaire…but we don't want to take away from your duties as Alison's manager…"

"Oh, it's no trouble at _all!_" Bridget laughed. "Managing PR is something that us managers have to deal with _all_ the time, and with what that niece of mine has been up to, lately, doing the same for all of you should be _easy!_"

Wonder Woman lightly smiled. "I like her, Kal; she's certainly a step up from that 'Tom'."

Bridget grinned. "Oh, so you've signed with that Tom wanker, hm? Won't he be surprised to see _me_, again?"

"Oh, yeah; she's the manager for _us._" Flash said, grinning.

"Glad to hear it." Bridget said. "And you needn't worry about paying me; why, it's the _least_ I could do for my hopefully-soon-but-not-_too_-soon-to-be-nephew-in-law…"

"_Aunt Bridget!!!_" Alison cried, mortified…but secretly enjoying the angry frown on Anita's face.

Bridget just smiled, before she frowned to herself. "Well, I'd best go see what those donkeys are braying about." she said, cracking her knuckles. "You just leave those wankers to old 'Battlin'' Bridget Blaire; I'll have them out of here in time for tea in the morning!" With that, she headed outside.

Superman chuckled. "They don't make 'em like _that_, anymore."

Alison half-smiled. "Oh, shut up." she teased.

"Guess we'd better be off, too." Green Lantern said.

Superman nodded. "See you in a few hours." With that, the rest of the League headed outside, while the others headed up to their rooms, to turn in.

After changing out of his uniform, and donning his white t-shirt and blue jeans, Clark headed to Alison's room, to bid his _taushi_ good-night. Peering in, he found her reading her latest mystery novel, in her pink tank-top and blue pajama pants. Looking up, she smiled as she saw him. "Hey." she greeted. "I missed you on the dance floor, tonight."

Clark chuckled. "I missed you, too." he answered. "But we both knew what we were getting into."

Alison sighed. "It's a sad world when two people can't be seen together in public because of fame."

Clark nodded sadly. "Ali, we _both_ know that you'd be in danger if people ever found out we're dating."

Alison's expression turned wistful at that. "C…Kal?" she asked. "I was wondering…would…could you help train me?"

Clark blinked. "Ali, you're doing _fine_ in training…"

"That isn't what I mean." Alison said. "I want to start the kind of training that _you_ had, in the Fortress."

Clark froze. "Ali…"

"I _know_ it's hard." Alison said. "But I _want_ to do it, _tausha_; I…I don't want to be a liability."

Clark flinched. "You heard that, didn't you?"

Alison slowly nodded. "But that's just _part_ of it, baby; these past few months – helping you and the League – have made me feel like…like I'm _really_ doing something worthwhile, and I don't just want to do it half-assed, anymore…"

Clark lightly smiled. "Ali, you don't have to prove anything to _anyone_…"

"I _know_ that, Kal." Alison said firmly. "But this is starting to…to feel like something I really want to do. I want to make a _difference_, _tausha_." She lightly smiled. "If I suck at it, you don't have to keep training me; I just want to _try_."

Clark momentarily grimaced. "It'll be hard."

Alison started to smile. "I can handle it."

"That's what _I_ thought at the start, Ali." Clark warned her. "It'll be like _nothing_ you've ever experienced, even in the Danger Room."

"I _want_ to try."

Clark wryly smiled. "Ali, I _guarantee_, three minutes in, you'll be cursing me, Jor-El, Grandpa Saer-El, Great-Grandpa Er-El, Great-Great-Grandpa Mar-El…heck, you'll be cussing out my whole House all the way back to _Von_-El!"

Alison giggled. "Baby, _nothing_ could make me do _that._"

Clark smiled. "Okay, but don't say I didn't warn you…"

Smiling, Alison hugged him. "_Thank_ you, _tausha_; I _promise_ you won't regret it!" she exclaimed. Smiling back, Clark gladly returned her hug, before they pulled apart, meeting each other's eyes, before starting to lean in for a kiss…

Suddenly, from outside, they heard the noisy chatter of the crowd dispersing, reminding them of what kept them apart, if only in public, forcing them to keep their relationship secret.

Alison sighed. "Sometimes, I _hate_ being famous."

Clark sighed, shaking his head. "Me, too, _taushi_; me, too."

XXXXXXXX

_Coming Soon:_

_A new discovery draws the attention of an old foe._

_As the Professor tries to reach out to a young mutant, a deadly plot starts to rear its ugly head._

_Can our heroes save the day?_

_Or will they need the help of Earth's Mightiest?_

_Find out in "Polarity," coming to your computer soon…_


	5. Polarity

CHAPTER FIVE: POLARITY

_North Pole, September 29, 2008_

As the early morning sun shone over the polar ice, all was quiet at the North Pole, the seemingly endless glaciers glowing with reflected sunlight. The silence was broken by the sound of soft padding, as a lone polar bear lumbered onto the ice, before he stopped, looking around for breaks in the ice. Spotting a potential fishing-hole, he padded towards it…

Suddenly, a silver streak darted by in front of him, causing the bear to stop in his tracks. As the blur zipped past him, ignoring him completely, the bear could only look after it…before continuing on his way, eager for his morning meal.

17-year-old Pietro "Quicksilver" Maximoff, in his uniform – a light-aqua-coloured bodysuit and silver torso armour – scowled to himself as he ran through the polar ice, keeping his cerulean eyes peeled for _anything_ out of the ordinary, his short silver hair – so like his father's – blown back by the wind set by his blistering pace. '_God, the Last Dork of Crap-Tun just __**had**__ to leave his old hangout somewhere like __**this**__, didn't he?_' Quicksilver thought bitterly. '_Come on, where is it? I've been all __**over**__ this place…_'

His thoughts were suddenly cut off as snow started to fall. Pietro frowned to himself; he knew what _that_ meant – in all his reconnaissance expeditions to the Pole, every time he'd headed into _this_ section, a blizzard just _happened_ to start. He'd put off checking it out…but now that he'd pretty much combed the _rest_ of the Pole, there was nowhere left to search, and his father wouldn't be satisfied until he'd been utterly _thorough._ '_I'd better not get frostbite because of this._' Quicksilver thought, as he dashed into the snow.

Minutes after he'd run into the snow, the weather began to steadily _worsen_; in seconds, he was in the middle of a full-blown _blizzard_. Shivering miserably, Pietro's pace began to slow as he ran against the wind, feeling an icicle start to form on the tip of his nose. '_That's it, I'm turning back…_' he thought…but he stopped, as he saw a massive shape in the distance, seemingly rising up out of the ice itself, at angles that could have made human architects _nuts_…

…but that was just fine, since no _human_ architect had ever conceived of such an outpost…nor the highly advanced technological goodies it undoubtedly contained.

'_Jackpot!!_' Pietro mentally exulted, a smirk forming on his face as he hurried towards the structure.. '_What I wouldn't give to see the look on Super-Dork's face when he and the Loser-League find out that we're using __**his**__ toys..!_'

SPANG!! 

Pietro's thoughts were cut off cold as he collided with a wall of invisible force, knocking him flat on his rear. Groaning, Quicksilver picked himself up, walking towards the structure again…and again bumping into an invisible wall. Reaching his hands towards the space he'd hit, Quicksilver's hands touched something distinctly tangible; as he hit his fists against it, the semi-translucent image of a barrier, with circuit-like patterns woven into its field, became apparent.

_An energy-shield._

Pietro scowled. '_So, Super-Dork doesn't like to share, huh?_' he thought. For a moment, he considered trying to break through it at full speed…but decided against it; the cold and the snow were sapping his strength – undoubtedly what they were _intended_ to do, Pietro thought. He barely had enough to get back to base…besides, that shield was likely designed to take hits from things stronger than a _nuke._

Frowning to himself, Quicksilver took out his PDA, and recorded the coordinates where he'd found it – it was all he could do – before he turned, and ran off, heading for home-base.

XXXXXXXX

_Undisclosed location_

Alone in his study, a tall, strongly-built, stately man, seemingly in his fifties, stood facing the window, his blue eyes narrowed in deep thought, his thoughts kept secret by the new PSI-shielded helmet he had constructed after his first one had been lost, his frame shrouded by the long, dark purple cape of his uniform. '_Pietro should have been back by now…_'

"Magneto."

Turning, Erik Magnus Lensherr – though he hardly used that name, anymore – met the gaze of Victor "Sabretooth" Creed, in his usual garb – a brown trenchcoat over a brown vest and brown pants. "What is it, Victor?"

Sabretooth scowled, revealing a few of his razor-sharp teeth, his long, unkempt hair adding to his feral appearance. "Your boy just got back." At that, Magneto's eyes widened, before he hurried out of his study, followed by Creed.

Before he and von Doom had ended their alliance, Magneto's ally had mentioned that Kal-El had an outpost in the North Pole – undoubtedly one utilizing the advanced technology of his homeworld. '_It must have been __**there**__ that he lived and trained before Charles blundered into finding him._' Magneto mused.

If only _he_ had found him _first_.

Regardless, after the failure of their initial plan for the Kryptonian, Magneto and his Acolytes had been forced back into hiding, and since then, they had been reorganizing, gathering supporters for his new organization – his new Mutant Liberation Front…and searching for Kal-El's outpost.

Within minutes, Magneto and Sabretooth had reached the main living area of his Acolytes, where an exhausted, mildly frost-bitten Pietro had flopped into a chair. "That's _it!_" he groaned. "I am _done_ with the Pole! If any of you want to check it out, do it _yourselves!_"

A few feet away, 18-year-old St. John "Pyro" Allerdyce, in his usual flaming-red-and-orange bodysuit over his lean frame, matching his short, flaming red hair, snickered. "Couldn't handle a little snow, eh, Maximoff?"

On the other side of the room, the last Acolyte, in his living-metal state, 19-year-old Piotr "Colossus" Rasputin, tall and strongly built, his short dark hair now black metal, his black pants and red armoured vest now metallic, scowled. "I am not finding this amusing, Allerdyce." the Russian youth muttered.

"Bloody killjoy."

"_Enough._" Magneto said firmly, silencing his Acolytes, before he looked to Pietro. "Quicksilver, have you located Kal-El's outpost?" he asked.

Quicksilver frowned. "Yeah; I've got the coordinates here." he answered, holding out his PDA.

Magneto quickly took the device, and glanced at the coordinates…before he smiled. "Get a squad together and report to the transport pods." he instructed. "With any luck, we can get there before Kal-El even realizes…"

"I wouldn't be so hasty, _Dad._" Quicksilver said. "Super-Dork's old hangout has some kind of energy-shield. I smacked into it before I even got within a _mile_ of the place. Plus, the _second_ I started to get close to it, a freakin' _blizzard_ came up out of _nowhere._"

Magneto frowned to himself; he supposed he should have known better than to think that Kal-El would leave the legacy of his birth-world unprotected. '_It would undoubtedly be pointless to gain entry through a frontal assault; that barrier is likely impenetrable to whatever firepower we can muster, to say __**nothing**__ of that outpost's defences._' Erik thought. If the outpost's _passive_ defences were _that_ formidable, then its _active_ defences were invariably _lethal, _especially since von Doom had been hesitant to attack it '_Even so, if we were to attack it, Kal-El would certainly be alerted to our presence._'

The Mutant Liberation Front was not yet strong enough for a _direct_ confrontation with the planet Krypton's Last Son _or_ his 'Justice League.'

Sabretooth scowled. "So much for _that_ idea." he muttered.

"So, we're back to Square One." Pyro agreed.

But Magneto was undeterred. "No," he corrected, "we simply proceed to our backup plan. Pyro, prepare a small squad and get to the pods."

"What's the plan, Mags?" Pyro asked.

Ignoring the nickname, Magneto smiled. "I believe that the time has come for a little…_family reunion._"

XXXXXXXX

_North Pole_

Upon the farthest reaches of the polar ice, the Fortress of Solitude stood, its crystalline structure interweaving upon itself at 45-degree angles, gleaming in the afternoon sun, its beauty unmatched, and its tranquility undisturbed…

"_No, no, NO!!_"

Within the white-crystal halls of the Fortress, in its Training Chamber, Power Girl, in her uniform, let out a cry of dismay as she frantically worked the terminal that sent commands to the holographic army she was leading in this tactical simulation exercise; her objective in this simulation was to defend a beleaguered outpost until reinforcements arrived after a predetermined time.

She'd been half-way through, and had been doing okay – not _great_, but okay – until the opposing force came at her with three massive waves of troops.

Quickly, she instructed several holo-battalions to cover the gap that her computer-opponent had just punched in her defences…at which point her opponent's long-range units picked off her defenders one-by-one. In seconds, her opponent's assault team had infiltrated the outpost.

"_Simulation over._' came the Fortress' computerized voice, as the holographic field reset itself. "_Retry?_"

Power Girl scowled miserably to herself. "_No._" she muttered; promptly, the holo-field dissipated, as the control terminal reintegrated back into the Fortress.

That had been the _fifth_ time she'd tried that tactical scenario, and she was _still_ screwing it up. Sighing to herself, Alison walked out of the Training Chamber. She'd known that her new training would be hard…but she'd had no _idea_ that it would be _this _hard.

She hadn't been at it for two _weeks_, and she was ready to _drop._ Part of the training regimen that Clark had designed for her was like their Danger Room sessions…but the level of difficulty in _these_ sessions would have been enough to make even _Logan_ cry. In addition to that and the tactical scenarios, Clark had made several files in the Fortress' database available to her; the ones pertinent to her training were mostly text-files on tactics, but she also found the files on Kryptonian philosophy and history interesting.

As much as she enjoyed learning about her _tausha_'s home planet, Alison wasn't sure if she could _take_ much more of this. Thankfully, Clark had organized their sessions so that they only took one hour, which Alison was _immensely_ grateful for; between this and her already-busy schedule, she was getting close to running out of steam.

"Ali?"

Turning, Power Girl smiled weakly as she saw Superman walking towards her. "Hey." she greeted quietly.

Superman lightly smiled back. "Time's almost up." he said. "You'd better head back."

Alison sighed; after this, she still had homework. "_Gladly._"

Superman's smile became wry. "Scenario Five still tripping you up?"

"_Yes._" Alison muttered…before her frustration boiled over. "_God_, Clark, I am _never_ going to get this!! No matter what I try, the computer always outsmarts me! _Argh!!_" She took a few deep breaths. "Can't I just work on training with my powers?"

Superman frowned. "Ali, this tactical training helps to train your mind, which can be a more effective weapon than _any_ ability, either yours _or_ mine."

"Well, _my_ mind is just _fine_, thank you very much." Power Girl muttered. "I managed to get through Scenarios One through Four okay…"

"Yes, you did." Superman agreed. "With a fifty percent casualty rate in your forces. Would that be acceptable in a _real_ situation?"

That statement deflated Power Girl's mild anger, leaving her slightly depressed. "_Why_ can't I get this?" she lamented.

"Tactics require you to think as a _leader_, Alison." Superman said. "You have to consider a _myriad_ of factors: your team's capabilities, those of your enemies, the terrain, your objectives, _their_ objectives, and others. You also have to balance those with the knowledge that others are depending on you. Make no mistake, it's _tough._"

"Just like the _rest_ of this training." Alison sighed. "I'm starting to wonder if I'm cut out for it…I _never_ had this much trouble when I was starting out…"

"Well, _taushi_, to be fair, when you agreed to this, you agreed to be held to a higher standard than before."

Alison arched an eyebrow. "And what standard is _that?_" she asked, daring him to continue.

Superman smiled sheepishly. "The one I hold for _myself_ in my own training."

Alison managed a weak smile; though she was somewhat flattered that her Clarkie was holding her to the same standards he held _himself_ to, she still felt a bit doubtful that she could live up to that expectation – Clark was a _full_ Kryptonian.

She _wasn't._

Superman seemed to pick up on her unspoken insecurity. "I can't tell you if this is right for you or not, Ali; that's something you can only decide for _yourself._"

'_Great._' Power Girl thought glumly. Looking to her boyfriend, she quickly changed the subject. "So, what's new with you and the League?"

Superman's expression turned a bit grave, and Alison _knew_ that something was up. "Over the past few weeks, Ali, the Fortress has been detecting sporadic life-signs near the Fortress' perimeter."

Power Girl looked worried. "Could they be Namor's people?" she inquired; he'd once told her that Arthur's cousin, Atlantis' King, hadn't been initially fond of having the Fortress on Atlantean territory. But Namor had agreed to let Clark's sanctuary stay, and from what Clark had told her of him, Namor didn't seem the type to go back on his word…but then _another_ thought came to her. "Could that guy Attuma have found out about the Fortress?"

Superman shook his head. "The Fortress managed to get a fix on the life-signs long enough to identify them as human, not Atlantean, Ali." he answered. "Although they vanished almost as fast as they appeared, the Fortress _did_ identify them as X-Gene positive." His eyes narrowed worriedly. "And every sensor-contact has been from the same individual."

"A mutant?" Power Girl asked…before her eyes widened. "_Quicksilver!!_"

Superman nodded. "The latest sensor-contact was this morning, _taushi_; Pietro came right up to the Fortress' shield…meaning that he was close enough to _see_ it."

Alison felt worry grip her heart. "And he's likely told his father where it is."

"Without a doubt." Superman agreed. "In addition to that, Beacon has also begun picking up electronic manifestos from a 'Mutant Liberation Front'…and I'll give you three guesses as to who's behind it."

Power Girl's eyes narrowed. "And the first two don't count, right?" she asked. "Have they tried anything, yet?"

"So far, nothing serious; a few extreme pro-mutant demonstrations that could have gotten out of hand were linked to them." Superman replied. "The League had to pacify a few of them, and a couple of arrests were made, but beyond that, nothing."

"So they're new."

"Essentially." Superman agreed…before his eyes narrowed. "And if Magneto _is_ calling the shots, it's only a matter of time before they make their move."

Alison nodded, before she smiled wistfully. "You'll catch them." she said.

Superman smiled. "Well, we've still got a few minutes." he observed. "Why don't we both head to the Meditation Chamber; your nerves could probably _use_ some calming."

Alison giggled. "I'd _love_ to…"

Suddenly, the beeping of Superman's communicator interrupted their talk. Superman quickly took it and flipped it open. "Boy Scout here." There was a pause. "_What?!_" Another pause. "I'm on my way. Boy Scout out."

Power Girl looked worried. "Trouble?"

Superman's expression was grave. "The Watchtower just detected an inbound unidentified craft heading towards New York." he replied. "One being propelled by electromagnetic levitation."

"_Magneto._"

Superman nodded. "Before that, Beacon had intercepted a good deal of chatter, indicating that the Mutant Liberation Front was about to make a move; I guess we can safely say that Magneto _is_ pulling the strings." he said. "Wonder Woman and Flash are en route to intercept it – the others are on missions elsewhere."

"You'd better get going." Alison said. "I'll be fine; the others _need_ you." She smiled, and gave him a peck on the cheek. "Good luck."

Superman smiled. "Thanks, Alia." he answered. With that, he darted off, heading out of the Fortress, while Power Girl headed to the Meditation Chamber.

XXXXXXXX

_31__st__ National Bank, New York City_

It was a typical Tuesday afternoon at the 31st National Bank, and business was slow; with the exception of a few of the bank's elder clients, nothing was going on…

_FWOOOOMM!!_

A sudden blast of flame suddenly blew the bank's main doors open, before quickly back-drafting out again, as Pyro walked in, flanked by about a dozen black-clad, hood-wearing MLF fighters, mutants all. "G'day, everyone!" the young Australian mutant exclaimed, grinning as the bank staff and clients screamed in terror at the sight of him. "Don't mind us; you lot just stay out of our way, and we won't have to fry ya!" He then nodded to two of his associates. "You two get in there an' grab what Mags told us to grab. The rest of you, keep an eye on these pelicans." Two of the MLF fighters nodded, and leapt over the counter, roughly shoving the bank staff out of the way. Pyro chuckled. "Heh; piece of cake!"

"Famous last words, Pyro."

His eyes widening, Pyro and his associates turned around to see Superman touching down, his blue eyes narrowed in annoyance. '_Oh, crikey…think fast, John-boy._' Pyro thought…before he smiled slyly, and pointed his lighter at the nearest bank-patron, a young woman in her twenties.

Superman's expression hardened. "Don't do anything _stupid_, Pyro."

"I was just about to say the same to _you_, mate!" Pyro laughed. He figured that space-boy wouldn't be too hasty to go all-out with so many 'innocent bystanders' around. "So don't you try and do anything with those eyes or that breath of yours, or this sheila here gets a _hot-foot!_"

Superman's eyes narrowed…and then he smiled. "_What_ 'sheila'?"

Pyro _swore_ he felt a breeze rush past him…because when he turned, his hostage was gone. "_What the bloody hell?!_"

After helping Pyro's hostage get clear of the pyromaniac, Flash glared at him. "Didn't your mama ever teach you how to treat a lady, sparky?" he snapped.

Pyro suppressed a gulp, as he saw the other MLF operatives getting antsy; Magneto had told them to _avoid_ mixing it up with Superman and his new team unless it was absolutely _necessary._

Well, it was pretty damn _necessary_, right now.

Snarling, Pyro sent a flame-blast at Superman, knocking him outside. "Half of you, get what we came for and head topside for extraction! The rest of you, with _me!_" With that, he and six of his comrades darted outside, to keep Superman busy long enough for them to accomplish their objective.

XXXXXXXX

As Pyro fired his flame-blast at him, Superman quickly braced himself, letting the blast impact against _him_ and nothing else, allowing it to knock him outside, as Pyro and six of his flunkies followed him. "_You okay, Big Blue?_" came Flash's voice over the radio.

"Just fine, Speed Demon." Superman answered. "You make sure the hostages are safe. Wonder Woman, you go after the rest of them; these guys are expecting an aerial extraction – they could bail at any minute. Flash, as soon as the hostages are okay, get to the roof."

"_Will you be alright?_" Wonder Woman asked, over their radio-link.

As his hearing picked up the sound of an approaching aircraft, Superman smiled. "I'll be fine." he answered. "Boy Scout out."

As he quickly recovered, Superman saw Pyro fire another flame-blast at him; this time, Superman was ready, and unhindered by the closed space of the bank – with one precise burst of gale-breath, Superman blew the flame out like a _candle_, sending Pyro sprawling. Turning, he was just in time to see one of Pyro's flunkies form an acidic glob in his hands. "_Traitor._" the MLF fighter accused, as he tossed the glob at Superman, who quickly froze it solid with a burst of frost-breath, letting it shatter on the pavement.

Before he could press his advantage, Superman felt something impact him from behind; turning, he saw another of Pyro's goons, firing pulses of concussive force from his hands. "You _abandoned_ us!!" the second MLF fighter accused. "We _needed_ you, and you _abandoned_ us!!"

Shrugging off the force-pulses, Superman lifted his foot and drove it down into the ground, shaking the earth with earthquake-force, knocking the youth off his feet. Turning, he saw two more of Pyro's team come at him – one was leaping towards him as if his legs were made of coiled _springs_, while the other clearly had the ability to increase his body's density, and had massed himself as he charged at Superman. Digging in his heels, Superman met the massed youth's charge, stopping him in his tracks, as the leaping MLF operative came at him…

…and was sent flying, as a circular, red-white-and-blue star-spangled shield slammed into him, whirling back to its owner's hand, who had been standing on a nearby rooftop, before he leapt down to the streets below.

Superman chuckled, as he tossed his opponent away; he _knew_ he'd heard a S.H.I.E.L.D. gunship touch down, nearby. "Hey, Cap."

Captain America, in his uniform – a red-white-and-blue bodysuit, with red gloves, red boots, and a blue cowl with the letter 'A' emblazoned on the forehead in white – grinned back. "Superman." he greeted. "We figured you could use a hand."

Superman smiled. "The more, the merrier!"

As the remaining two MLF goons started to close on them, they quickly fled in terror as a blast of lightning and a barrage of electromagnetic repulsor-rays lanced towards them, as Iron Man, in his high-tech red-and-gold armour-suit, touched down, seconds before another lightning-blast deposited the tall, Teutonic, long-gold-haired, bearded form of Thor next to him, clad in his usual dark blue, armoured vest, black pants, and heavy steel-toed boots, with Mjolnir hefted over his shoulder.

Thor let out his hearty laugh, booming out almost as loud as the thunder he commanded. "How goes the day, my young friend?"

Superman chuckled. "Same as always, Thor."

"_That bad?_" Iron Man quipped, his voice amplified by his armour. "_Rookies. What are we gonna do, eh, Cap?_"

Superman chuckled, before his tone turned serious. "We've got at least six more perps on the roof, awaiting extraction; we could use a little aerial backup."

Cap nodded. "Thor, Iron Man, you heard him; get up there and help keep those punks on the _ground._"

"_Got it._" Iron Man said.

Thor nodded. "Yon villains shall _not_ escape the wrath of Asgard!" he declared, before he and Iron Man took to the air, leaving Superman and Cap to deal with the perps on the street.

As Pyro picked himself up, he snarled, before sending another torrent of flame at them, but Superman easily dispersed it with a gale-burst, blowing out the fire and sending Pyro sprawling, once more, giving Cap the opening he needed to let his shield fly, striking one goon, ricocheting into another, and then rebounding to take out a third before returning to Cap's hand. Superman was about to turn towards Pyro's remaining backup, but he caught sight of four metallic spheres, rising up into the air from the immediate area and heading towards the bank's roof.

They were transports, fuelled by Magneto's powerful magnetism.

Cap saw them, as well. "Take those things down!" he shouted, as he blocked an acid-glob, letting the corrosive gel slide off of his corrosion-proof vibranium shield. "I can handle things, here!" Nodding, Superman took to the sky, darting towards the magnetic transports, while Cap darted towards his attacker, slamming him with the business-end of his shield, before turning to fight the other two.

As soon as they had gotten what they had come for, the remaining six MLF fighters broke open the door leading to the roof, quickly spilling onto the rooftop…and coming face-to-face with Wonder Woman.

The Amazonian princess' sapphire eyes narrowed. "I would advise you to surrender." she said icily. "I do not have the same patience with villains that my comrade Superman has."

The MLF operatives started to back up nervously, until one said, "We're not afraid of you, and we're _not_ afraid of the _traitor!_"

"I see." Wonder Woman answered. "Do not say that I did not warn you." With that, the six thugs charged at her.

Drawing her lasso in an instant, Wonder Woman snared one thug by his wrist, pulling him in to slam him with a punch, sending him flying towards another, knocking them both down. As the two thugs started to struggle to their feet, they were again sent sprawling as a crimson blur plowed into them. "Sorry I'm late." Flash said. "A couple of the hostages were a bit freaked."

"Understandable." Wonder Woman reasoned. Her eyes narrowed at the remaining four thugs…and then suddenly widened as she saw the four metal orbs start to rise into the air.

"Okay," Flash said, "I'm thinking things just got a _little_ more complicated."

"Perhaps we might be of assistance?"

Looking up, Wonder Woman smiled as a blast of thunder scattered her foes, before her old friend touched down on the rooftop, with Iron Man flanking him from the air. "I suppose so," she teased, "provided you can keep up."

Thor laughed. "I was about to say the same to you!" he quipped back. His tone turned serious. "I can aid your friend in dispatching these villains swiftly; disabling those contraptions is our current priority."

"Can't argue there, Big T." Flash said.

"Agreed." Wonder Woman added. "I will assist Iron Man and Superman in disabling those devices."

Iron Man chuckled. "_A pleasure to be working with you, beautiful._" he said smoothly, causing Wonder Woman to frown, before she took to the sky, flying towards the metal spheres.

His eyes narrowing at the recovering goons, Flash said, "Hey, big guy, that mallet of yours good for being more than a lightning rod?"

Thor laughed. "Indeed, young one!" he boomed. "Many vile pawns of Ufgard have fallen to Mjolnir's wrath!" And with that, he raised his hammer above his head…before _slamming_ it on the rooftop.

The resulting shockwave _bounced_ the six thugs several feet off of the ground…giving Flash all the time he needed; leaping off the ground at blinding speed, he slammed one goon with an aerial haymaker, before pushing off and decking a second with an uppercut. Leaping off again, he slammed a third with a leap-kick, before sending another flying with a super-speed-powered head-butt. Kicking off and knocking down a fifth with a tackle, Flash kicked towards the sixth, _slamming_ him with a drop-kick _just_ as his feet touched the ground. The six goons dispatched, Flash grinned. "You set 'em up, I knock 'em down!"

Darting towards the approaching metal spheres, Superman fired his eye-rays, melting the sphere into a puddle, disrupting the magnetic field levitating it; as he'd expected, the sphere was nothing more than a metal _glob_, with no underlying circuitry or flight-systems, powered _only_ by the magnetic levitation that Magneto supplied.

It was low-tech, but it _worked._

As a second sphere closed on the bank's rooftop, Wonder Woman slammed it with a punch, denting it and disrupting its magnetic field, causing its hovering to get wobbly…where a second punch collapsed its structure, sending it crashing to the ground. Turning, Wonder Woman saw a third sphere dart past her, but Iron Man quickly intercepted it, blasting it with his repulsor rays, piercing its hull and disrupting its field, sending it careening to the side.

As he got back up, Pyro scowled as he saw Superman, Wonder Woman, and Iron Man take out three of their flight-pods…before he grinned. "'ey, Boy Scout!" he sneered. "Think fast!" And with that, he fired a flame-blast at the rooftop of a nearby store, which quickly caught fire.

Superman had just been about to take out the fourth metal sphere when he saw Pyro set fire to the convenience store, his eyes widening as the flames spread rapidly over the little building…his hearing picking up the heartbeats of four people still inside..!

"Thor! Iron Man! Help Wonder Woman and I get that fire out!" Superman exclaimed. "Flash, help Cap get those people _out_ of there!" Reacting instantly, Cap and Flash darted into the store as Thor spotted a water-tower on the building next to the burning store; taking aim, he _threw_ his war-hammer at the tower, causing its bladed back-end to cleave a gash in the tower, before it whirled back to Thor's hand. Wonder Woman quickly drew her lasso and threw it at the tower, looping it around it as Iron Man fired his repulsors at the tower's front support struts, weakening them…and causing the tower to tip towards the fire as Wonder Woman pulled. The tower promptly spilled onto the fire as Superman unleashed a burst of frost-breath, blowing the water over the fire and super-cooling it, putting the flames out in seconds as Cap and Flash quickly emerged with the four civilians – the store owner and his family – all safe and sound…

…and out of the corner of his eye, Superman saw a smirking Pyro hop into the remaining metal sphere, while the thugs on the rooftop got inside two of the recently-reformed spheres, before the spheres flew off, leaving their out-cold comrades on the street behind.

As Superman and the others touched down, Wonder Woman scowled. "The cowardly whelp fled like a frightened child."

"Yeah." Flash agreed glumly. "After undoubtedly getting what they came for."

"We didn't have a choice." Superman said.

Cap nodded. "Getting that fire under control was more important." he agreed.

Glancing to the fallen six goons, Thor chuckled. "Perhaps our misfortune is not complete, my friends; in their haste, the flame-wielder and his compatriots neglected to retrieve _all_ of their party."

"True." Superman agreed. "We'd better notify the authorities…"

But he was cut off, as numerous black vans, all bearing the eagle-insignia of the Strategic Hazard Intervention Espionage Logistics Directorate, pulled up, before several dozen black-clad S.H.I.E.L.D. agents poured out…led by Lt. Danvers, in her usual uniform. "We'll take it from here." Lt. Danvers said.

By reflex, Superman's expression went neutral. "Lieutenant Danvers."

"Superman." Carol answered in the same tone. "I was under the impression that the Captain had requested that you and the League stay _out_ of S.H.I.E.L.D. affairs."

Superman remained calm. "We intercepted a transmission indicating that an attack was imminent, Lieutenant; we didn't exactly have time to ask permission."

Carol frowned. "While we can appreciate your…assistance, homeland security against super-human threats is officially _S.H.I.E.L.D.'s_ jurisdiction." she said.

"Well, we'll _remember_ that the _next_ time we see a bunch of metal balls flying over New York." Flash muttered.

"Flash." Superman said, calming his teammate.

Wonder Woman quickly changed the subject. "These 'MLF' villains…what do you know about them?"

"Not a lot, although it's obvious as to who's leading them." Cap replied. "We first started picking up chatter from them a month or so after the Sentinel incident; based on what we picked up, they're primarily Genosha-based in their membership."

Superman's eyes went wide. "I was under the impression that Genosha was peaceful."

"For the most part, it _is._" Carol admitted…before her eyes narrowed. "However, after you turned down leadership of that country, a small splinter-group emerged. I've read the reports on that incident, Superman; based on what we've observed, Lensherr had likely been filling the Genoshans' heads with this 'prophecy' he's been going on about. When you turned him down, some of them undoubtedly felt _betrayed_…and Lensherr capitalized on that."

Superman frowned to himself; suddenly, the remarks of those mutants began to make sense…

"You sound as if you would have preferred Superman to _accept_, Lieutenant." Wonder Woman said, frowning.

Lt. Danvers frowned. "While I have no problems with Genosha's government, a stronger leader _might_ have been more able to keep these radicals under control."

"And your organization felt that they could keep _him_ under control." Wonder Woman said archly. "_Typical._"

"Will they try anything again?" Superman asked.

"_Doubtful, but there's no way to be sure._" Iron Man said.

"I guess it depends on what they were after." Flash said.

"They likely needed funds; new terrorist groups usually get their funding from countries that are less than friendly to the U.S., but the MLF is an exception; I can't think of many that would fund an all-mutant cell, under present circumstances." Carol answered.

Superman frowned worriedly; that reason just didn't sit right with him. "With your permission, Lieutenant, we'd like to investigate this further…"

"Unnecessary." Carol cut him off. "Our criminologists will look over this crime-scene; if there are any new leads, we'll act on them." She then turned to the Avengers. "After you secure the area, return to the Triskelion for debriefing. Dismissed." With that, she turned and walked away.

"_Yeesh!_" Flash exclaimed. "Who took a leak in _her_ Corn Flakes?"

"_Consider yourselves, lucky, Speedy; __**we**__ have to deal with that __**all**__ the time._" Iron Man said.

"I hope you weren't offended." Cap said. "Lt. Danvers _means_ well…but she has…strong opinions."

"So we gathered." Wonder Woman said flatly.

Superman managed a smile. "Still, we've heard worse, Cap." he replied.

Cap smiled. "Well, it was nice working with all of you."

"Indeed." Thor added. "Take care, my friends."

Iron Man chuckled as he turned to Wonder Woman. "_As much as I enjoyed working with you, I don't suppose it would be possible to meet under circumstances where people __**aren't**__ shooting at us..?_"

Wonder Woman frowned, before she turned to Superman and Flash. "I will continue my patrol." she informed them. "If anything comes up, contact me." With that, she flew off.

Flash grinned as he turned to Iron Man. "_Dude_, you got _faced._"

"_Well, can't win 'em all._"

Cap chuckled. "See you around, son."

"See you around, Cap." Superman replied. With that, the three Avengers started to head back to their gunship.

"I guess I'd better finish up my patrol, too." Flash said.

Superman nodded. "I'm going to do a sweep of the New York area; it's possible that Magneto was nearby when Pyro and his goons escaped in those orbs."

"Good idea." Flash agreed. "See you later, Big Blue." With that, he darted off, as Superman took to the sky, beginning his search…while switching on his communicator.

Something about that attack still wasn't sitting right with him, but Lt. Danvers wasn't going to let him take a look…

"Boy Scout calling Black Knight: I think there's something here that you might want to take a look at…"

XXXXXXXX

As a crimson blur darted across the sky, on the streets below, a single, elderly man, clad in a long trenchcoat and a broad-rimmed hat, slowly walked towards a bus-station, to take him out of the city.

Magneto scowled to himself; he _hated_ having to use this form of transportation, as if he were a simple _Homo sapien_, but it was necessary. Kal-El's watchful eyes were undoubtedly combing every inch of the city, searching for the electromagnetic field that his powers produced; he'd had to withdraw on foot after sending the flight-pods far enough away to be out of reach by conventional authorities. After that, Pyro and his team would abandon the pods and send him the information that they had retrieved, before waiting for further instructions.

He'd been keeping tabs on this new potential recruit for some time; after inadvertently discovering her existence, he'd kept an eye on her, waiting to see if she possessed the X-Gene…

…which she _did._

But after mutants' 'introduction' – an unfortunate but necessary evil – her mother had changed her name and moved, taking the girl along with her, with almost every trace of her existence gone…

…_almost._

As risky as this attack had been, it was _worth_ it; since Kal-El had refused leadership of Genosha, it fell to _him_ to protect that sanctuary for _Homo superior_, if only until Kal-El realized the folly of his actions. While part of him could find no fault in handing the country over to its people, Magneto was gravely concerned about its decision to allow _Homo sapiens_ to settle there; whether or not its present human citizens were sincere, it was only a matter of time before some racist with a strong enough following – most likely the Friends of Humanity – saw this as a sign of weakness…

That was why he'd hoped to gain access to Kal-El's outpost…but since _that_ idea had fallen through, they were left with this backup plan. Not for the first time, Magneto was grateful that he'd broken his pact with von Doom when he had; if this new 'discovery' was what Victor suspected it was, then his former ally would have undoubtedly attempted to utilize it for his own ends, rather than in the defence of Genosha.

Regardless, if it _was_ what he suspected, then not even _his_ power would be enough to salvage it.

Not alone.

As he reached the bus station, Magneto boarded the vehicle, and sat down in a single seat, alone, still deep in thought. After the revelation that one of the people of Krypton had visited Earth before, both Magneto and von Doom had begun researching that time, 500 years previous; ancient records had shown that, approximately five centuries ago, there had been numerous fiery lights seen in the sky.

A space-battle. Kal-El's people had undoubtedly encountered one or more of their enemies…which had led to that single ship's crash-landing…but not before it had given as good as it got.

This discovery was proof positive of that, if he was correct about it, and although it was certainly no substitute for the advanced technology of Krypton, it was better than nothing. With any luck, this discovery would buy them precious time to convince Kal-El, show him _just_ how necessary he _was_ for their people.

Kal-El was the only one who could _truly_ guarantee Genosha's safety…but the boy was still blinded by idealism; he _couldn't_ see the truth about the race he had bestowed his protection upon.

He hadn't had that harsh reality forced upon him by the concentration camps. The years he'd spent there, watching his family and friends slowly waste away, had stripped away any illusions he'd held about whether or not the human race deserved to live. If it meant that his people could survive, he would shed no tears for _Homo sapiens._

He could only hope that their actions today could persuade _Homo superior_'s future leader to see the truth. With these thoughts, Magneto simply gazed out the window, as the bus took him out of New York.

XXXXXXXX

_Xavier Institute_

As the mid-afternoon sun started to wane in the sky over the Institute, Jean was in her room, sitting cross-legged on her bed as she worked on her Trig homework, her cherry eyebrows narrowed in concentration. After a few minutes, she smiled in triumph…seconds before a curious canine nose started sniffing her notebook.

Jean laughed as Krypto hopped up onto her bed, before she started to scratch him behind the ears…prompting the pooch to roll over on his back. Jean chuckled as she started to tickle his tummy. "You're just a big baby, aren't you..?"

"Um…Jean?"

Looking up, Jean smiled as she saw Tina standing in her doorway. "Hey, Tina." she greeted. "What's up?"

Tina smiled. "Well, I was just having a bit of trouble with my Physics homework." she answered. "I didn't want to bother Ali, since she was working on hers after getting back from training with Kal, so…"

"I'd be happy to." Jean said, smiling; over the past few weeks, Tina's habit of stuttering had been gradually dwindling away, as the girl became more and more used to the idea that she was accepted at the Institute. Before now, however, she had the tendency to hover near her 'big sister' Alison, and only engage the rest of them in conversation when invited to speak.

This was a good sign.

Her smile growing, Tina sat down next to Jean, giving Krypto a quick belly-scratch, before opening her textbook and explaining her problem. Jean nodded as she saw the problem; it was a common mistake – Tina was having trouble with understanding the force of tension in a system of two masses, with one mass hanging over a table edge, being pulled down by gravity, and being pulled up by a piece of string connected to the other mass. She didnt understand that, to get the force due to tension, she had to express the net force on one mass in the system as an unknown, called "a," and then factor that back into the other mass, since it was moving due to the same acceleration.

After a quick explanation, Tina looked at her text…before her eyes widened in understanding. "_Oh!_ I get it, now!" she exclaimed. Her smile grew. "_Thanks_, Jean! You're a really good teacher!"

Jean smiled. "Well, you're a good student." she replied. "Anything else?"

Tina shook her head…before her expression turned shy. "Well…I hope you don't mind, but…I once heard the others mention that you…you had another personality, or something…"

Jean smiled. "You mean Phoenix?"

'_**My ears are burning.**_' came Phoenix's chuckle from her subconscious.

Tina nodded. "What's it like?" she asked. "Isn't it…kinda scary having another person in your head, all the time?" She froze. "I-I mean, if you don't want to tell me…"

"That's perfectly okay, Tina." Jean answered. "At times, it can be a bit weird…"

'_**Gee, thanks.**_'

"…but most of the time, it's kinda cool." Jean finished. "Phoenix is really just like another me; she's like an extra pair of eyes, and she gives my powers a boost when I really need it."

"Wow…" Tina murmured. Her smile turned wistful. "If anyone said that they had something like that at the orphanage, they'd probably get sent to the mental hospital."

Jean chuckled sadly. "My parents almost _did_ send me there." she admitted. "My powers became active when I was only little, when…when my best friend Annie died."

Tina gasped. "That's _awful!_"

Jean nodded. "When it happened, I could hear all these voices, and I didn't know why; it nearly drove me _insane._" she continued. "If the Professor hadn't found me, I'd probably be in a padded cell, right now."

Tina nodded sadly. "I wish the Professor _had_ found me, sooner." she whispered. "M-My foster-mom probably wouldn't have liked him, though…"

Jean nodded. "Well, what about your _real_ mom?" she asked. "What was _she_ like?" She froze. "It…It's okay if you don't want to tell me; you don't have to…"

Tina's expression turned sadly embarrassed. "I'd…I'd _like_ to, Jean," she admitted, "but…the thing is…I don't really _know_…"

Jean's eyes went wide. "What??"

"I don't remember my mother, or the rest of my birth-family." Tina said. "All I remember is arriving at the orphanage when I was seven, and bits and pieces of being in a hospital…but that's it. I think I was in a fire, or something…"

Jean looked stricken, as Krypto let out a sympathetic whine. "That's…that's _horrible…_" she whispered. "I'm…I'm so _sorry…_"

Tina just shrugged. "I don't really think about it, too much, since I don't remember." Her expression turned sad. "I just wish I could forget about my _foster_ mom."

Jean smiled wistfully. "Well, if you ever want to talk about it, I'm always here, and so are the others." she said.

Tina smiled back. "Thanks." she replied. With that, she picked up her text, and headed out.

With her own homework done, Jean put her texts away and headed downstairs, where she found Scott, Kurt, Evan, Wanda and Bobby watching the news, the others likely still doing homework. As she noticed the concerned expressions on their faces, Jean looked worried. "What's going on?"

Scott looked grim. "We just finished watching a news report on an attack that took place in New York, a few minutes ago." he said. "A group called the Mutant Liberation Front was blamed for it."

Jean gasped. "Was anyone hurt?"

"_Nein._" Kurt said. "Zhe League and zhe Avengers managed to stop zhem, but half of zhese guys got avay…in floating metal spheres."

Jean _froze._ There was only _one_ mutant capable of doing something like that…

Scott nodded, undoubtedly sensing her thoughts. "We're pretty sure that Magneto's involved, Jean."

At the mention of her father, Wanda's eyes narrowed, as blue-black energy started to coalesce around her fists by pure _reflex._ "Damn that monster…he _just_ couldn't stay gone, _could_ he?"

"That's the thing about bad guys, Hex-Girl." Evan muttered. "They don't _stay_ down."

Jean's eyes narrowed at the TV reporter's next words: "_…reports are coming in now of anti-mutant protests around the country, in response to the recent attack by the new 'Mutant Liberation Front.' In other news, a team of renowned oceanographers have discovered a massive structure in the mid Atlantic…_"

"_Unbelievable._" Bobby muttered, switching off the TV. "_Just_ when we were starting to get some _good_ press, Magneto pops up and screws us _all_ over."

'_Scott, Jean, Wanda, could you please report to my office?_'

As the Professor's powerful mental voice filled their minds, Scott, Jean, and Wanda promptly headed to their mentor's office. "What is it, Professor?"

Professor Xavier looked concerned. "I'm sure that you've all heard of this 'Mutant Liberation Front,' by now." he answered. "Just before the Sentinel incident, Cerebro had detected a new mutant signature: Lorna Dane, 16…with the power to manipulate electromagnetic fields."

Wanda froze. "Professor…are you saying that this girl Lorna…has the same power as _Magneto??_"

"Yes, Wanda, I am." the Professor answered. "I had intended to approach Ms. Dane earlier, but after the Sentinels attacked, and after my…'visit' to the F.O.H. base, I lost track of Lorna and her mother. It was only just today that I was able to get another lock on her signature."

"You're planning on asking her to join the Institute?" Scott asked.

The Professor nodded. "Now more than ever, since we have all but confirmation that Erik is still at large." he answered. "If Magneto were to learn of Lorna's abilities…"

"…he'd try to recruit her." Jean finished.

"Precisely." Charles said. "Based on Cerebro's readings, Lorna and her mother currently live in Miami, Florida; I plan to head there as soon as possible, and I would like the three of you to come with me – I will instruct the rest of the X-Men to remain on stand-by, in case the Justice League needs any assistance in calming these riots."

"We're on it, Professor." Scott said. "Let's go." With that, Scott and Jean headed towards the vehicle-hangar…

…but Wanda stayed behind. "Professor," she said, her eyes narrowed warily, "_how_ can this girl Lorna have the same powers as Magneto?"

Charles looked stricken. "I'm not sure, Wanda." he confessed. "I have a theory, but I don't want to make any premature conclusions; not until I'm _sure._"

At that, Wanda frowned…but slowly nodded, before following Scott and Jean, leaving Charles, for only a moment, with his thoughts.

XXXXXXXX

_New York City_

After making her report to General Fury at the Triskelion, Carol Danvers had promptly returned to New York, to get an update on what their personnel had uncovered at the crime-scene. As she emerged from the S.H.I.E.L.D. van that had driven her to the crime-scene, she walked up to the senior agent, who promptly saluted her. "Any leads on what they were after?" she asked.

"Yes, Lieutenant; it's like you thought – they were trying to divert funds. We pulled the most recently-accessed computer files; they were accounts belonging to some of the bank's more lucrative clients."

Carol scowled. "Did they get anything?"

"No, Ma'am; the League and the Avengers must have interrupted them. They never got a penny."

"Good." Carol said. "We're heading back; get your team together." At that, the agent promptly saluted, and headed further into the bank. Alone, Carol walked into the bank, absently looking around; she happened to walk into the darkened main computer room, with only a single active console lighting the room.

She hadn't remembered the lights being damaged…

"_Your agents have it wrong, Danvers._"

Drawing her firearm by pure _reflex_, Carol whirled in the direction of that sandpaper-on-glass voice…only to see shadows…and then, out of the corner of her eye, she saw a _deeper_ darkness within the shadow, illuminated by two soulless white eyes…

"_Lensherr didn't send his flunkies here for a simple bank-job._"

Keeping her weapon trained on him, Carol kept her cool, her tension easing slightly as the Dark Knight's tone told her that he hadn't come to fight. Her eyes narrowed. "Trespassing on a government crime-scene is a federal offence, buster."

"_I haven't contaminated any evidence Danvers; I made sure of that._" Batman answered.

"Of course." Carol snapped, not lowering her weapon. "And I'm supposed to believe that?"

"_Believe what you want._" Batman said. "_Your agents didn't look at the time-codes closely enough; yes, Lensherr's goons accessed those account-files, but only for a few minutes – nowhere __**near**__ long enough to crack into them, even for a top-class hacker._"

"So they _wanted_ us to think that's what they were doing." Carol replied. "Well, what _were_ they after, then?"

"_I looked at the __**next**__ files they had accessed, the ones they had looked at before those accounts. They had pulled the account of an Ellen Dane…specifically, her contact information._"

Carol scowled. "You're telling me that these _terrorists_ came here _just_ to look up this Dane woman?" she sneered.

Batman's eyes narrowed. "_Use your brain, Danvers._" he growled. "_Lensherr's no idiot; if he __**wanted**__ to make a heist, there are smarter ways to do it. General accounts are linked to the main network – that's how online banking works; he could have had one of his goons hack into an account, and then set off an EMP and erase all trace of the intrusion…but __**personal**__ information about individual clients is kept on an isolated network – only a bank computer can access it._"

This logic hit Carol hard. "Let's just say you're right about this." she said. "_Why?_ Why would he care about this Dane woman?"

"_I don't know,_" Batman said, "_but I intend to find out._" The shadows suddenly shifted, and Carol heard the opening and closing of a door.

"_Hold_ it!" Carol snapped, running after Batman. "I don't care _what_ you've found out, you arrogant son-of-a-bitch, but if you think you can break into a government crime-scene and walk away, then you're _sadly_..!" She rushed through the door…

…and came into an empty corridor, with no sign of _anyone_ having been there.

He was gone.

Frowning to herself, Carol turned and headed back the way they came. "Get me the Triskelion." she spoke into her communicator. "I want any and all information on an 'Ellen Dane' pulled, and cross-reference her with Magneto's known contacts. Danvers out."

For all she knew, Batman had just been blowing steam…but if he _was_ right…

…they _had_ to look into this, _especially_ if it meant nailing Magneto.

XXXXXXXX

_Dane residence, Miami, Florida_

It was mid-afternoon by the time that 16-year-old Lorna Dane returned to her home; after school had let out, she'd decided to spend an hour or so at the mall. As she stepped into her and her mother's pleasant little house in the suburbs, she removed her jacket, now clad only in her blue jeans and green, long-sleeved sweater, accentuating her slim frame and matching her eyes, with her long, chestnut hair flowing freely down her back.

Looking around, Lorna saw that she was alone…which was what she'd expected; her mom was still at work, and she wouldn't be finished with her new job until later in the evening.

The new job that she had suddenly taken here, in Miami, forcing them to move.

Her transfer had been completely out of the blue, uprooting them from their life in New York. Her mother _swore_ that it was because this position paid better…but she _knew_ that it was because she'd been scared by those giant machines on the news, a few months back…

…and because she was a mutant.

Suddenly, Lorna felt a trickle of liquid running down from her forehead, as green sparks started forming around her head. "Oh, _darn_ it!" Lorna muttered, as she felt her hair-dye start to run, again. She quickly darted up to the bathroom, and started to wash the running dye out of her hair…but she needn't have bothered; in seconds, the brown dye ran right out of her hair…exposing her long, brilliant green tresses.

Lorna sighed to herself; she didn't know _why_ she bothered dying her hair – there was something about how her mutant powers – no sense in trying to deny it to herself – worked that caused her brown hair-dye to run right off her head. It probably had something to do with the charged particles in the dye getting repelled by her body's magnetic field.

Or something.

Lorna scowled…but she quickly tried to calm herself as she saw the faucet in the bathtub start to vibrate, her sparks intensifying. '_Okay…calm down, calm down…_'

Slowly, the vibrating stopped, the sparks dissipating.

Sighing miserably, Lorna sank to the floor. She had no _idea_ what to do about these magnetic powers. Once or twice, she'd thought about trying to join the X-Men…but she'd known what her mother would say; Ellen Dane was a nervous woman on the _best_ of days.

She didn't want to even _think_ about her daughter being a 'freak.' It had been _her_ idea for Lorna to start dying her hair.

She didn't want to talk about this, leaving Lorna to figure it out on her own…

Suddenly, the phone started to ring. Hurrying out of the bathroom, Lorna picked it up. "Dane residence."

"_Hello, Lorna._"

Lorna blinked; she didn't recognize the voice. "Who is this?" she asked. "Who are you?"

"_Someone like you, Lorna._"

Lorna froze. "W-What do you mean?"

"_I think you know what I mean._"

Lorna didn't dare speak; that there were plenty of wackos going around that hated mutants – if she let on that she _was_ one…

"I don't know what you're talking about." Lorna answered.

The voice chuckled. "_You don't trust me; I suppose that's to be expected._"

Lorna's eyes narrowed. "Look, pal, I've got _better_ things to do than listen to some nut-job..!"

"_More important than saying hello to your father?_"

Lorna froze right then and there. The topic of who her father was had always been an even _more_ sensitive subject than whether or not she was a mutant; all her life, every time Lorna had asked about him, her mother had changed the subject or evaded the question. "H-How do I know you're telling the truth?"

The man chuckled. "_When the time comes, Lorna, you will know that I am telling you the truth._" he replied. "_And when it does, you will know what to do._" And with that, he hung up, leaving a very confused Lorna with her thoughts.

XXXXXXXX

_New York City_

After finishing his sweep of New York City, Superman turned and flew west, responding to the forming anti-mutant riots on the other side of the country. "Boy Scout calling Eye in the Sky." Superman spoke into his communicator. "We've got unhappy campers, here."

"_Green Giant here._" J'onn's voice came in over the communicator. "_Beacon has detected numerous riots forming, many of which are becoming dangerously volatile._"

"I can hear them; they _sound_ just as nasty as they probably look." Superman agreed. "I'll head to the one in Los Angeles. Are the others okay?"

"_Flash and Green Lantern are handling the riot in Metropolis._" Martian Manhunter answered. "_Batman is still looking into the New York attack, so Wonder Woman is proceeding to the New Jersey riot._"

"You'd better hail the Institute; have Ali and Krypto give her some backup." Superman said, before he paused. "I'm hearing another couple starting in central; are Hawkgirl and Aquaman heading back from Europe in the Javelin-1?"

"_Affirmative._" J'onn confirmed.

"Have them divert to the Institute and pick up the X-Men; notify Scott and the Professor of what's happening." Superman instructed. "Once the X-Men have deployed, Shayera and Arty can head south to handle the riot in New Orleans."

"_I'm afraid that the Professor is unreachable, Superman; he, Jean, Wanda, and the Professor are on an emergency recruitment mission – Cerebro has detected a new mutant – Lorna Dane – with powers identical to those of Magneto._" J'onn answered. "_However, I will notify the Institute; I'm sure the rest of the X-Men will be happy to assist._"

"Understood." Superman answered. "Boy Scout out." With that, he reached for his communicator, to end the transmission…

"_Kent._"

Superman paused as he heard Batman's voice come in over the radio. "I hear you, Black Knight. Any leads?"

"_Lensherr's goons were pulling the contact information for an Ellen Dane, currently living in Miami._" Batman answered. "_I managed to catch some of your conversation; before, I wasn't sure why they were interested in this Dane woman, but now…_"

"Magneto's going after this 'Lorna'!" Superman exclaimed. "J'onn, get Flash on the radio; tell him to head to Miami as soon as he can! After that, contact Scott and the others; tell them that Magneto's after Lorna!"

"_Understood, Superman; get moving!_"

"Roger! Boy Scout out!" With that, Superman switched off his communicator, before he altered course and accelerated towards Miami, hoping that he wasn't too late…

XXXXXXXX

_Triskelion, S.H.I.E.L.D. Headquarters, New York_

After arriving at the Triskelion, S.H.I.E.L.D.'s high-tech ground-based headquarters, Carol promptly headed to the command centre, where General Fury was waiting for her, along with Captain America, Iron Man, Thor, and Natalia "Black Widow" Romanov, tall and of elegant frame, in her twenties, with mid-length ruby hair, and enchanting emerald eyes, with a loaded firearm and twin vibranium knives strapped to her waist. Cap, Thor, and Iron Man had just been debriefed, and were ready for re-deployment, while Black Widow had just returned from helping the rest of the Avengers pacify a riot.

A riot caused by Lensherr's attack.

"I trust you're going somewhere with that Dane file, Lieutenant." Nick said. "We checked all of Lensherr's known contacts against it; _zip._"

Carol frowned to herself. "I…I had a lead, General…" she began, while _kicking_ herself for listening to that vigilante…

"General, we have incoming!"

The radar officer's exclamation caused both the General and Carol to turn towards the radar screen…showing a large electromagnetic field heading towards Miami. "We have a large EM field inbound, heading towards Miami, ETA one minute; it's Magneto, sir."

Fury frowned. "Hell of a lead, Danvers." he said, before turning to Cap. "Rogers, how fast can the four of you get out there?"

"We can be in the air in five minutes, General." Cap replied.

Black Widow nodded. "At best speeds, we'll be on him in three minutes." she added, in her usual light Russian accent.

"General?" the aide asked, gesturing to another blip on the screen. "We have another contact, moving at Mach Five, in pursuit of Magneto; estimated time to intercept is two minutes."

Iron Man chuckled. "_Well, looks like someone beat us to the punch._"

Fury frowned. "I'm not taking any chances; I want you four in the air five _minutes_ ago – we are _not_ letting Magneto slip through our fingers. Get _moving!_"

At that, Cap promptly saluted. "Yes, _sir!_" he replied, before he and his teammates headed off, towards the vehicle bay.

Carol turned to her superior officer. "I assume the Avengers will be ordered to assist the Justice League, provided that they reach the target first."

Fury's expression didn't change. "Independent or not, the kid and his team get results."

"Of course." Carol said, her tone growing flat. "I just hope that this doesn't come back to bite us."

"You and me both, Lieutenant." Fury answered. "You and me both."

XXXXXXXX

_Dane residence, a few minutes earlier_

As the sun began to wane over Miami, Ellen Dane, a fairly tall woman, in her late forties, with mid-length brown hair and amber eyes, clad in her usual business suit, walked in through her door, setting her briefcase down, before walking over to the sofa…and simply _collapsing._ Glancing to the coffee table, she saw a note that Lorna had left, stating that she'd just gone for a little walk, and would be back shortly after she got home.

She was starting to wonder _why_ she'd accepted this transfer; _sure_, the pay was slightly better, but the hours were agonizing, and the commute was God-_awful._ Still, they _had_ to make ends meet; it was getting hard with only just the two of them, especially if Lorna really _was_…what Ellen feared she was.

That thought brought Ellen back to the _real_ reason for their move; if word got out about her daughter, about what she could do…it might bring _him_ back, and he would try to..!

A sudden knock at the door stirred Ellen out of her thoughts; getting up, she headed to the door and opened it, where she found four people: a young man, two young women…and a bald man in a wheelchair.

"Good afternoon, Mrs. Dane." the bald man greeted. "I'm Charles Xavier, Headmaster of the Xavier Institute, and these are three of my students, Scott Summers, Jean Grey, and Wanda Maximoff. Might we have a few minutes of your time?"

Ellen gasped; she knew who he was – he ran that school for mutants.

He knew about Lorna..!

"I-I'm sorry," Ellen stammered, "b-but I'm afraid that I don't have any time to…"

"Mrs. Dane," Scott spoke up, "we understand that this is difficult to talk about – _trust_ us, we know – but you don't have to be afraid, of us _or_ of what Lorna can do."

Ellen paused at that…before her expression turned worried. "It's _not_ Lorna that scares me." she said.

Charles's expression turned grave. "Mrs. Dane, I think I know what it is that you're afraid of," he said, "and I can assure you that we can _help_ Lorna."

Jean smiled. "Would you mind if we spoke with her?"

Ellen looked stricken. "She…she's not here, right now." she admitted. "She's gone for a walk…but she should be back, any minute…"

Suddenly, a beeping came from Scott's pocket, before he took out a high-tech communicator, putting it to his hear. "Slim Shady here, Boy Scout." There was a pause. "_What?!_" Scott exclaimed. "Where's he headed?" Another pause. "Okay; we'll try and head him off. Cyclops out."

"What's wrong?" Charles asked.

Scott looked stricken. "Big Blue and his team are tracking an electromagnetic signal heading this way."

Ellen could feel her knees threatening to _collapse_; her worst nightmare was coming true..!

"Go." Charles instructed. "Mrs. Dane and I will remain here; find Lorna, and make sure she's safe."

"We will." Scott answered, nodding. With that, he, Jean, and Wanda ran off.

Ellen could feel herself start to descend into _hysterics_. '_This can't be happening…this CAN'T be HAPPENING!!_'

'_Ellen._'

That powerful mental voice brushed Ellen's growing hysteria aside, bidding her to look Charles in the eye. "My students are _very_ good at what they do," he said softly, "and I have _every_ confidence that they will keep your daughter safe."

Slowly, Ellen calmed down. "A-Alright…"

Charles' expression then turned slightly grave. "In the meantime, I have a few questions; ones that may help answer why your daughter may be in danger."

Ellen nodded. "I'll…I'll help however I can." she whispered. With that, she stepped inside, allowing Charles to roll his wheelchair inside.

She hoped her daughter was alright.

XXXXXXXX

She'd been walking through the park for about fifteen minutes, and Lorna felt no better than she had before. Sighing to herself, she turned, and headed back towards her home.

She was starting to doubt if that really _had_ been her father. '_I'll know what to do when the time comes??_' she repeated to herself. '_It __**had**__ to have been a prank._'

That notion made her feel even _worse._ The fact that she had no _idea_ who her father was had always been a sore one for her…and now being _picked_ on about it only _doubled_ her insecurity on the matter…

"Hey."

Looking up, Lorna saw a 17-year-old guy, of lean frame, with short, silver hair and blue eyes, clad in a silver-and-aqua-coloured bodysuit, standing there, smiling pleasantly. "Who are you?" Lorna asked.

"Name's Pietro," the guy answered, "but most just call me Quicksilver." With that, he darted towards her at dizzying speeds, stopping right next to her. "I'm guessing that you can see why, sis."

Lorna blinked. "Why did you call me _that?_"

Pietro's smile grew. "Because you're my sister."

Lorna's eyes narrowed; first the prank call, now _this._ Enough was _enough._ "Look, jerk, I don't know _who_ put you up to this..!"

"Didn't you hear from Father?"

That statement made Lorna stop her tirade. "How…how do you know about that?"

Quicksilver chuckled. "Our father wants to meet you, Lorna." he said. "He came all this way to find you."

Lorna felt unbidden tears start to well up in her eyes. "He…he _did?_"

"You _bet_, sis." Pietro said, as he extended his hand to her. "And I can take you to him, right now…"

"Lorna, _no!!!_"

Turning, Lorna saw three other teenagers run up to them. "Lorna, whatever you do, _don't_ listen to him." the red-haired girl pleaded.

The dark-haired Goth-girl's blue eyes narrowed angrily…and Lorna noticed that her eyes were eerily similar to Pietro's…come to think of it, this girl looked a _lot_ like _her_; it was _almost_ like looking into a _mirror._

"We are _not_ going to let you _or_ that bastard mess up _another_ kid, Pietro." the Goth-girl snarled, as blue-black energy formed around her hands. "So you just turn around and _walk away_…or I become an only child."

Pietro looked stricken. "It doesn't have to be this way, Wanda…you can come back…"

"_No. Way. In. Hell._"

The guy in glasses' eyes narrowed. "Give it up, Pietro." he warned. "You're outnumbered."

"You X-Geeks should've stayed _out_ of it." Quicksilver snarled…as three more individuals – a scary-looking hairy guy, a guy in a flaming red bodysuit, and a guy seemingly made entirely of _metal_ – stepped into view. "_Who's_ outnumbered?"

Lorna looked stricken. "Please…all of you, just…stay cool, okay?"

The flame-guy grinned. "Couldn't even if I _wanted_ to, missy!"

The savage guy nodded. "Was _hoping_ to take on the runt…but you three will do _just_ fine."

The glasses-guy's expression hardened. "It's _always_ the hard way with you guys, isn't it?"

Pietro smirked. "You're only figuring that out _now_, Summers?" With that, to Lorna's horror, her brother's comrades leapt at the three newcomers…as a sonic boom echoed in the distance.

XXXXXXXX

As Pyro sent a blast of flame at them, Jean quickly raised a TK-barrier, repelling the flame, giving Scott time to send Pyro flying with an optic-blast. With him dispatched, Scott turned his gaze to the steadily-advancing Colossus, firing a constant optic-blast at him, but the Russian youth simply took the force of the blast head-on, shrugging it off. Scott was about to open his eyes _more_, but he was forced to duck as Colossus swung at him, spoiling his aim.

Before Colossus could press his advantage, he was suddenly encased in a blue-black hex-field, as Wanda snapped her fingers, forcing Colossus to resume his human state, and then hex-blasting him across the park, causing him to crash into a garbage can, stunning him. Sabretooth's roar cut through the air as the feral mutant charged towards them before Wanda could react; she turned, trying to ready a hex-bolt…

…and then a familiar sonic boom cut the air, seconds before a red-and-blue blur _slammed_ into Sabretooth, sending him flying. Promptly coming to a stop, Superman grinned. "Sorry I'm late."

Wanda chuckled. "Better late than _never_, bro."

As he saw Superman, Quicksilver's eyes narrowed in utter _fury._ '_You're not taking __**another**__ of my family away; not __**this**__ time!_' With that enraged thought, Quicksilver ran at Superman, full throttle…

…only to swerve away as _another_ crimson blur intercepted him. Skidding to a halt, Quicksilver turned to glare at his assailant.

The Flash just grinned. "Looks like _somebody_ needs to put 'anger management' on his 'To Do' list."

Quicksilver's eyes narrowed. "Out of my way, you stupid wanna-be!!" he snarled, before he ran at the Flash, swinging at him.

To Flash, Quicksilver was moving in slow-motion; he easily ducked under Pietro's punch, not even bothering to move his feet, before standing right back up, as if he hadn't even _moved_. Infuriated, Quicksilver fired off a lightning-fast series of punches…but the Flash dodged ever single one, moving like a _blur_, without taking a _step_.

When Quicksilver was finished, Flash just yawned. "You done with the pace-lap yet, Slappy? I got things to _do._" Snarling, Quicksilver came at him again, but _this_ time, Flash darted aside. "Guess not." Flash said. "Sorry, Twinkle-Toes, but we haven't got time to goof around."

And he punctuated the sentence with a lightning-fast left-jab, followed by a right-cross and an uppercut at speeds that left Pietro's mind _reeling._ Before he could assemble the thought '_This jackass HIT me!!_' Flash had unloaded five more hyper-fast punches on him, sending him sprawling.

As he dragged himself to his feet, Sabretooth snarled at Superman. "Long time, no see, _runt._"

"Nice to see you, too, Vic." Superman quipped back. "Still got that charming disposition, I see." Sabretooth answered him with a roar, before charging at him; Superman met his charge head-on, only getting pushed back a few inches, before reversing the attack and _tossing_ Creed a good fifty feet.

As Superman turned, his face promptly met a metal fist, as the recovered Colossus clocked him a good one, sending him stumbling back a couple of feet. Recovering quickly, Superman dodged Colossus' follow-up attack and countered with an uppercut, knocking him into the air, where Jean telekinetically grabbed him and _threw_ him across the park. As Pyro took aim at her from behind, the Australian pyro-maniac's aim was spoiled, as Scott's optic-blast slammed into him, sending him flying.

"_STOOOOOOPPPPP!!!!_"

The frightened Lorna's desperate plea was punctuated by a flare of bright green electromagnetic energy that promptly formed around her, rising into a maelstrom of electromagnetic force; garbage cans and park fountains ripped themselves out of the ground, orbiting around her like electrons in an atomic orbital, forcing everyone to scramble out of the way…before several _street lights_ were ripped out of the ground, adding to the chaos. Seconds later, the EM-flare reached its peak, sending the rubble flying away from Lorna; Jean quickly raised a TK-barrier, shielding herself, Scott, and Wanda, while Superman was able to endure the flying rubble easily, as Flash simply dodged the larger pieces of rubble. The cans and fountains fell to the ground a few feet away from Lorna…but the street lights had been thrown _higher_…and were heading towards _residential_ areas..!

"_Flash! Intercept!!_" Superman shouted, as he took to the sky, flying after the magnet-powered projectiles, while Flash darted after him. In seconds, Superman had caught up to one of the poles, catching it _just_ before it crashed into a populated neighbourhood, and setting it down safely. A few feet away, as the second pole flew towards another populated area, Flash zipped ahead of it, leapt towards a nearby tree, and then leapt towards the pole, slamming it with a high-speed flying kick and altering its trajectory; the pole crashed to the empty street, setting off no more than a few car-alarms, as Flash touched down…

…and started hopping around on one foot. "_Ow, ow, ow…_"

Lorna looked horrified at the destruction she'd almost caused, and to _Superman_ and the X-Men, of all people…but Quicksilver _laughed_ as he saw the dazed X-Men recovering from her magnetic maelstrom. "_Damn_, sis, your powers _rock!!_"

"I…I didn't _mean_ to…" Lorna stammered.

"Of _course_ not, Lorna."

Turning in surprise, Lorna _froze_ as she saw that tall, stately, red-and-black-clad man descend gracefully from the sky, touching down in front of her, smiling gently. "Hello, Lorna." he greeted. "I am Erik Magnus Lensherr, though most know me as Magneto…and I am your father."

That statement drew incredulous gasps from the three X-Men…though none more so than Wanda.

"You…you have the same powers as…as _I_ do…" Lorna murmured.

Smiling, Magneto nodded. "I'm glad to see that you take after _my_ side of the family."

Lorna's expression hardened. "You…you left my Mom…" she accused, "…you just _left_ her."

Magneto's smile faded. "My parting with Ellen was _mutual_, Lorna." he answered. "And as for you…I never knew; it wasn't until I sensed the magnetic disturbance caused by your powers manifesting that I knew who you were."

"Lorna," Scott called out, "don't _listen_ to him…"

That statement bade Lorna to pause and think. "Why now?" she asked. "Why come back now?"

Magneto's expression turned sad. "I admit, Lorna, I have made mistakes, but what I do, I do for _our_ people; for mutantkind around the world, and for the mutants dwelling upon Genosha."

His expression turned grave. "And that is why I came here, Lorna; we need your help, to safeguard that safe haven for mutantkind." Magneto continued, kneeling down to her.

"Yeah, by wiping every single _non-mutant_ off the face of the island!" Wanda accused, getting to her feet, trying to ready a hex-bolt, to _blast_ that bastard…but she couldn't, not with Lorna in the way…

"I…I don't know…" Lorna stammered.

Magneto's expression turned worried. "You can't hide the truth about yourself forever, my child; you shouldn't _have_ to." he said. "When people learn of what you can do, what do you think they will try to do to you?" His tone turned softer. "To your _mother?_"

Lorna gasped.

"_That_ is why Genosha exists, Lorna." Magneto said. "It is a sanctuary for _all_ our mutant brothers and sisters…and we _need_ you, to help protect it."

Lorna looked stricken; she wasn't sure about this…but if people found out about her..!

"Lorna…" Jean pleaded, "…_don't…_"

Lorna looked to the X-Men forlornly. "I'm sorry." she whispered, before she turned back to Magneto.

The Master of Magnetism smiled. "You made the right choice, Lorna." he assured her. Then, with a gesture, he summoned several of his levitating metal spheres, guiding them into a perfect landing. Scott's eyes narrowed behind his shades as he saw Magneto and his goons, along with Lorna, step into the spheres, while they were powerless to do anything, not without endangering Lorna. The spheres promptly sealed themselves, before Magneto levitated them into the air, and took off.

By then, Superman and Flash had hurried back after diverting the street lights. Superman's expression turned grave. "Magneto flew the coop." he said.

"_With_ Lorna." Scott answered.

"_Plus_, he's sold her on the idea that he's her father." Wanda muttered. "I _swear_, bro, I am _seriously_ regretting not giving that bastard a _heart-attack._"

"I _hear_ ya; I've never even _met_ the guy, and I can't stand him _already._" Flash quipped.

His eyes narrowing, Superman switched on his communicator and hailed the Watchtower. "Boy Scout calling Green Giant; Bucket-Head just bailed. Where's he headed?"

"_I am detecting a strong electromagnetic signature heading towards the mid Atlantic Ocean, Superman; Magneto appears to have met up with reinforcements._" J'onn answered. "_They appear to be heading towards several vessels licensed to a well-known oceanographic team._"

"Wait…is that the team that's supposed to have discovered something on the ocean floor?" Jean asked. "Why would Magneto be after _that?_"

Superman's expression turned grave, as he switched on his communicator's link to the Fortress. "Manhunter, initiate Tower-Fortress uplink; commence deep-scan of the ocean floor where the vessels are located."

_Acknowledged; stand by._" J'onn replied…seconds before the results came in.

Superman's eyes went wide. "Are any of the others available?!" he exclaimed.

"_Only Wonder Woman, Power Girl, Aquaman, and Krypto are available for reassignment, Superman._" J'onn answered. "_Hawkgirl reports that she is able to calm the riot in New Orleans, but everyone else is on assignment._"

Superman nodded grimly. "Understood, Green Giant; forward the coordinates to the others, and have them meet us there. Boy Scout out."

"Sounds like it's just us." Wanda said.

Superman nodded. "You guys had better head back to the Blackbird; suit up and follow us as soon as you can." he instructed. "We'll run skirmish, and try to head them off…"

"_Quinjet calling Superman._"

The sound of Cap's voice over his communicator startled Superman, before he answered the hail. "Superman here, Cap." he answered.

"_It looks like you guys sent Lensherr running for the hills._" Cap replied.

"I wouldn't break out the champagne just _yet_, Cap; Magneto's got a civilian with him – Lorna Dane, who's allegedly his daughter…though whether or not _that's_ true is _anyone's_ guess." Superman replied.

"_So much for family values._"

"Regardless, she's got the same powers as he does…and I'd bet the deed to the _Fortress_ that he's up to something that requires _more_ than his power alone." Superman finished. "They're heading to the mid Atlantic; we were just about to go after them."

"_Sounds like you could use some backup_" Cap answered, "_what with how the rest of our respective teams are dealing with the hornets' nest that Lensherr stirred up._"

Superman nodded. "We'll meet you on the way there, Cap. Superman out." With that, Superman turned to Scott, Jean and Wanda. "Flash, Wonder Woman, Aquaman, Power Girl, Krypto and I will take point; you guys follow us as soon as you can."

"Sounds like a plan." Flash agreed.

Scott nodded. "Good luck."

Wanda's eyes narrowed. "Just make sure that you leave that bastard to _me._"

Superman's expression turned grave. "Just don't do anything you'll regret."

Wanda half-frowned. "I'll _try_…but I make no promises."

Superman smiled wearily. "Good enough." With that, he took to the sky, flying after Magneto, while Flash darted after him on foot, as the three X-Men ran back to the Blackbird, to follow them.

XXXXXXXX

_Mid Atlantic Ocean, a few minutes earlier_

As she watched her father's associates – her step-brother, the other three guys, and the two-dozen foot-soldiers that had joined them on the way – easily round up the crew of the ship that they had landed on, Lorna couldn't help but feel guilty. "F-Father?" she asked. "Is this…_really_ necessary?"

"Sometimes sacrifices must be made, Lorna." Magneto answered, his tone regretful. "Violence is a language I abhor, but some people understand little else."

Lorna gulped. "Like Superman and the X-Men?"

Magneto sighed. "Superman and his League are blinded by idealism, Lorna; the same is true for the X-Men – they believe that humanity will accept us, that our kind and theirs can live in peace."

Lorna looked stricken. '_Can't_ they?"

"In time? _Perhaps._" Magneto said firmly. "But until our people have a _strong_ home nation, humanity will never accept us. The only way that peace will ever come for our people is if we _compel_ humanity to accept us. That is what the X-Men and the Justice League fail to understand."

Lorna had to admit it; she didn't like the sound of that…

Seemingly sensing her hesitation, Magneto gently smiled. "I understand your misgivings, my child. I, too, have reservations about what must be done; _Homo superior_ loves _all_ living things." he assured her, before he sighed. "But the hard fact is that our kind is in danger, Lorna. The only thing that humanity understands is _strength_…and today, Genosha will become strong, with your help."

By then, Magneto's forces had secured the ship, and brought its crew before him. "Are you _insane?!_" their leader cried. "This makes no _sense!_ We don't _have_ anything that you could possibly want! We're _oceanographers_, for God's sake! What could you _possibly..?!_"

"From _you_, _Homo sapien_," Magneto said coldly, "we want _nothing_; it was my understanding that you and your colleagues had discovered something below the waves."

The oceanographer's eyes went wide, before they narrowed. "Then you've wasted your time." he answered. "We've only just _started_ to examine the object's surface; we're _months_ away from fully excavating it…"

"We have no intention of waiting that long." Magneto said. He then gestured to the burly guy – Sabretooth, Lorna thought he was called. "Take them away." As Sabretooth and several of the black-clad guys started to lead the oceanographers away, Magneto walked to the edge of the ship, and Lorna promptly followed. Closing his eyes, Magneto began to concentrate, his hands sketching slow gestures in the air, like a concert conductor warming up his orchestra…

"Lorna," Magneto whispered, "do you sense it?"

Lorna blinked. "_What?_"

Magneto's eyes widened. "There are _two_ of them…" he whispered to himself, before resuming focus. "_Reach_ out, Lorna; _feel_ the changes in the electromagnetic field. _Observe_, Lorna, and _learn_; I can raise the smaller of the two alone – pay attention to what I am doing. The experience will be _vital_ for you." With that, Magneto doubled his focus, reaching deep below the surface of the water, and _pulled…_

Slowly, bubbles began to trickle up, breaking the surface of the water, rising faster and faster…and then, a large, blue-black metal, curved-winged craft, larger than _two_ fighter jets, and dotted with scorch-marks, rose up out of the murky deeps, before Magneto guided it onto the deck, setting it down.

It was an _alien_ spacecraft.

Lorna was shocked to _silence_ at that revelation, but the rest of Magneto's followers let out a cheer. Magneto simply smiled, before he gestured towards the vessel; instantly, a large panel of the craft's hull was _pulled_ off, causing dust from the interior of the craft to waft out…as several alien corpses, dried into shrivelled husks within their armour, toppled onto the deck.

Lorna was _just_ able to keep from losing her lunch at the grisly scene.

Walking over to the craft, and its expired occupants, Magneto considered the dead aliens thoughtfully. "_Soldiers._" he mused, before he smiled. "Then this _was_ a battle-cruiser of sorts."

Sabretooth grinned, as he took a look at the large, silvery-metal weapons in the corpses' hands, almost resembling rifles – identical to the dozens of devices stored in the rack behind the dead aliens. "Then _these_ ought to pack a _punch!_" he crowed, before striding over and pulling one weapon out of its former owner's hands…causing the alien to crumble into dust. Checking the weapon over, testing its balance, its weight, Sabretooth finally decided on what the proper method of holding it probably was, before he started in on trying to fire it. After a few minutes, his hand lightly brushed against a panel on its left side…

Instantly, a powerful energy-burst roared from the weapon, incinerating several fuel-drums with one blast. Sabretooth laughed. "Now _that's_ what _I_ call a _weapon!_"

Joining in Sabretooth's enthusiasm, the rest of Magneto's soldiers, as well as Pyro and Quicksilver, picked up a weapon from the rack; only Colossus kept back, although, at a stern gaze from Magneto, he, too, picked one up. As his followers armed themselves, Magneto turned back to the water, taking a deep breath. "Lorna," he said gently, "I will need your help, this time." He began to concentrate. "_Reach_ out with your powers, Lorna; follow the magnetic field. Let it _show_ you where our target is."

Lorna simply blinked, before she closed her eyes, concentrating…only to find _nothing._ She was about to give up…when she felt a faint tingle at the front of her thoughts. She followed the tingle, letting it guide her thoughts _down_, deep below the surface…

_There!!_

"_Good, _Lorna." Magneto said approvingly. "Now, grasp hold of what I am grasping _firmly_; don't let your focus fade, even for a _moment._" Lorna nodded, focusing her thoughts on what her father was holding. Magneto must have sensed her do so…because he shouted out, "Now, _PULL!!_"

At once, Lorna focused on it being pulled towards her, concentrating all her strength on that single thought; the instant she did, she felt _unimaginable_ resistance – this thing was _heavy._ Glancing to her father, she saw that _he_ was under the same strain she was…

"_PULL, Lorna! Don't let it drop!!_"

Her father's words cut through her distraction, as Lorna redoubled her focus, _pulling_ that whatever-it-was with all her might; at first, the thing didn't give even an _inch_…and then the resistance slightly lessened, slowly at first, then faster and faster…

Suddenly, a few miles away from them, a _massive_ vessel, _easily_ the size of a football field, and similar in design to the smaller one, burst up from the ocean deeps. As the alien vessel breached the surface, Lorna nearly _collapsed_ with exertion, while Magneto took a deep breath, as he pulled it towards them, the effort needed to do so considerably less than before, now that the buoyancy of the water helped to keep the ship afloat. With their task done, Magneto smiled at Lorna. "_Well done!_" he declared.

Lorna smiled weakly. "I…I wasn't sure if I could do it, for a moment, there…"

Magneto's smile grew. "You fared better than _I_ did, when _I_ first used my powers."

Lorna beamed at the compliment from her father…something she thought she'd _never_ experience. "C-Could you…maybe…teach me how to use them..?"

"I'd _love_ to." Magneto answered.

Suddenly, a sonic boom echoed in the distance, as Lorna _thought_ she could see a rapidly-approaching red-and-blue dot on the horizon…

_Superman._ He'd followed them here.

As the others heard that boom echo across the sky, Sabretooth snarled, as he hefted his new weapon onto his shoulder, taking aim. "Chew on _this_, runt!!" he roared, as he opened fire; the energy-blast lanced through the air, _slamming_ into Superman, knocking him out of the air and into the water.

Quicksilver grinned. "Oh, yeah; I _officially_ love these things!"

Noting Lorna's horrified expression, Magneto said, "That isn't going to keep him down for long." He gestured to a dozen of his foot-soldiers. "All of you stay on deck, and keep him busy." He then gestured to the ship, magnetically prying off a panel of its hull, moulding it into a bridge. "Everyone else, secure the ship; we have to get it back to Genosha as soon as we can!" Nodding in agreement, the twelve black-clad soldiers remained on deck while the rest of them hurried into the ship…but Lorna couldn't help but cast a worried glance towards where the Man of Steel had fallen.

She'd made the right choice…hadn't she?

XXXXXXXX

After getting dunked in the water by that energy-blast, Superman quickly recovered, darting back into the air. His suspicions had been correct; that had been the blast from a Kree Plasma-Launcher…meaning that those two ships were Kree vessels. '_I hate being right._'

By then, Wonder Woman, Power Girl, and Krypto had caught up to him. "Be careful; they have Kree weapons." Superman called into his communicator. "Aquaman, are you in position?"

"_Almost there, Smallville; just give me a few minutes._"

Superman's eyes narrowed. "Okay, people, let's hit them hard and fast! Let's _go!_" With that, he accelerated towards the ship, evading the plasma-blasts of the twelve on deck firing at them, quickly landing and unleashing a burst of gale-breath, sending two goons flying and knocking the rest off-balance. Two more recovered quickly, and began to take aim…before they screamed, and dropped their weapons, their hands scalded as Power Girl fired her eye-rays, giving Krypto the time he needed to pounce at them, tackling into them and knocking them down.

As Wonder Woman touched down, she quickly raised her arms in a guard, her armlets deflecting multiple plasma-blasts, as she advanced on the nearest goon and sent him flying with a punch. A second tried to get a fix on her…but he was sent flying, as a crimson blur streaked across the water, ran up the side of the research vessel and plowed into him, before Flash came to a stop. Turning, they both started to close on two more goons, who were charging their weapons…

"_RRRRRAAAAAWWWWWRRRRR!!!_"

As that spine-chilling roar cut the air, four massive, fleshy, sucker-laden tentacles, each one as thick around as a _school-bus_, rose out of the water, before slamming themselves onto the deck, causing the boat to tip sideways, startling the remaining six goons…but not so much as the single yellow eye that appeared just below the surface, as the giant squid – and not just _any_ squid, but an abyssal _kraken_, the whale-slaying _nightmare_ of the deepest oceans – grabbed hold of its latest meal. Seconds later, Aquaman leapt up out of the water, landing perfectly on deck, taking out the two soldiers closest to the edge with a one-two punch. "Sorry I'm late." he said, gesturing behind him. "This big fella had to grab an appetizer on the way here."

By then, the Blackbird and the Quinjet, the sleek main transport for the Avengers, had caught up to them. Once they were within range, Thor and Iron Man disembarked from the Quinjet in mid-air, flying over the research vessel. With a fearsome battle-cry, Thor unleashed a blast of lightning from his hammer while Iron Man unloaded a salvo of missiles from his wrist-launchers, sending the remaining four thugs sprawling and clearing the deck for the Blackbird and the Quinjet to touch down.

As their comrades disembarked, Thor and Iron Man looked around. "I presume that yon marine creature is an ally of yours, Prince of Atlantis." Thor observed.

"Huh? Oh, yeah, he's a pal of mine." Aquaman confirmed. Turning towards the squid, he added, "Hey, take five, Sid! Thanks for the assist!" At that, with a low rumbling growl, the squid let go, vanishing beneath the waves.

By then, Cyclops, Phoenix, and Scarlet Witch – having suited up before departing in the Blackbird – walked over. "So, what are _those?_" Scarlet Witch asked.

"They…they look like those ships that abducted us, a while back." Phoenix said softly.

Superman nodded. "Magneto just dredged up a Kree _Laer-Vox_-Class Research Vessel." he said. "It's got to be part of the Kree task force that experimented on the ancestors of the Inhumans; it even looks like the Kree Biotechnology Guild's insignia is on the hull." He gestured to the smaller vessel. "And that's definitely a _Kuru-Dar_-Class Gunship; it's a standard type of vessel used for escorting lighter-armed craft."

"So…these were some of the ships that shot down Kon-Lir's Speeder?" Power Girl asked.

"Undoubtedly." Superman answered. "These are shallower waters than where we found the Speeder; they must have crashed on a ledge – with their type of hull design, they can stay intact at that shallower depth, no problem."

"Interesting," Black Widow said, "but what could Lensherr _do_ with them?"

"_Could they be used in a first-strike?_" Iron Man asked.

"No; the _Laer-Vox_'s weapons are nothing to write home about – they're no better than anything Earth's got now." Superman said. "As for that Gunship, its engines are fried – it's not going anywhere."

"Magneto mentioned 'safeguarding Genosha.'" Cyclops said.

"Could he be planning an invasion of Genosha?" Wonder Woman asked.

Cap's eyes narrowed. "How advanced are those ships in comparison to Earth tech?"

"A good few millennia." Superman answered, catching on. "He's going to try to reverse-engineer the Kree technology!"

"_Great._ A magnet-powered psychopath with alien tech; that's _all_ we need." Flash muttered.

"How's he going to get that thing moving?" Aquaman asked. "Even with _his_ power, that sucker's _got_ to be a heavy load."

Scarlet Witch scowled. "No _wonder_ he needed Lorna's help."

Superman's eyes narrowed worriedly. "All Kree ships utilize fusion-generators for power." he said. "With his powers, it's possible that Magneto _could_ prime the generator enough to restart it; after that, all he'd have to do is levitate the ship enough for its atmospheric stabilizing-thrusters to kick in – with those on, all he has to do is steer it home!"

Cap's expression turned grave. "Superman, could that ship of yours take it out?"

"The _Argo?_" Superman asked. "If necessary, yes…but Lorna's still in there."

"So we'll have to go in and get her." Cyclops said.

"With those weapons, that's easier said than done." Black Widow observed.

Superman nodded. "Kree Army-Issue Plasma-Blasters." he replied. "Nothing that a Kryptonian Personal Shield-Module couldn't handle…if we had any here."

"A challenge, for sure." Thor said. "Still, we'd best not delay, any further…"

"Hold on." Power Girl piped up. "What if we could get them _off_ the ship?"

"_How?_" Iron Man asked.

Turning to Superman, Power Girl asked, "Doesn't that ship have the same kind of teleporters that those fighters had? Couldn't we use _them_ to just 'port Magneto and his goons off?"

Superman sighed. "Even if the power was running, the Teleporter system on the _Laer-Vox_ is code-locked…" he began…but then he paused, "…unless we initiated a sudden full system reboot; that would cause every system on the ship to enter a diagnostic mode…including the teleporters!"

"Could we do that?" Cap asked.

Superman nodded. "There are three main computer cores stationed around the ship; we take those out, the ship has to reboot." he said, as he took out his communicator. "I'm uploading the schematics for the ship, now, with maps to the three cores, as well as the fusion-generator chamber; once we've started the reboot, we can control the teleporters from there."

Cyclops nodded. "We should stay on defense; avoid taking Magneto and his goons on in those close quarters."

"Agreed." Cap said, checking his communicator. "Natalia and I should be able to take out the one in the stern."

"Phoenix, you'd better go with them." Cyclops said. "You should be able to detect any of Magneto's goons before Cap and Black Widow run into them."

"Power Girl, you, Wonder Woman, and Aquaman should be able to take out the port-side computer core." Superman said. "Flash, you, Thor, Iron Man and Krypto should be able to get the starboard-side core."

"Got it." Flash agreed.

Cyclops chuckled. "That leaves the power core and Magneto for you, Wanda and I."

Scarlet Witch's eyes narrowed. "Fine by _me._"

"Okay, then." Superman said. "Let's _move!_" With that, they headed into the Kree ship, to stop Magneto from stealing it.

XXXXXXXX

As she, Magneto, Quicksilver, and three of her father's soldiers walked through the darkened halls of the alien ship, Lorna couldn't help but feel _immensely_ creeped-out. "We're _sure_ this ship is empty, right?" she asked.

"It's been underwater for five hundred _years_, sis; if anything on it _was_ alive when it crashed, it's dead, now." Pietro assured her. "Plus, the others are patrolling the ship, right now; if anything _is_ on board, they'll handle it."

'_Famous last words._' Lorna thought. "So…where exactly are we headed?"

"We must restore power to this vessel; our engineers will be better able to examine its technology if we can reactivate it." Magneto answered. "I can sense an electromagnetic signal within this ship – it is faint, but it means that the vessel still has _some_ power. We must reach that signal, and discern how to reactivate it."

After a few minutes, they came into a vast, wide-open chamber, littered with fallen rubble and shriveled alien corpses, clad in silvery, lab-coat-like robes, with numerous dead computer terminals dotting the room…all leading back to a massive metal pillar, with a sizable gap in the center, where two metal spikes, one on each end, extended into the gap.

"This must be the power-core…" Magneto mused. "If it's relatively undamaged, I should be able to reactivate it…"

"_How?_" Lorna asked. "I don't exactly see an 'On-switch'! How can magnetism get this thing working?"

Magneto chuckled. "Lorna, we control the forces of _electromagnetism_; electricity and magnetism are but two sides of the same coin." he answered. "True, my powers have greater affinity for the magnetic aspect…but that is not to say that I am completely _ignorant_ of the _other_ aspect." With that, he began to concentrate, and Lorna could _feel_ the changes in the magnetic field – could _feel_ her father reaching into the circuits, magnetically moving the electrons, powering the long-dormant systems…

Slowly, the twin spikes in the column began to spark, generating a force-field around the gap…before injecting a mass of semi-crystalline matter into the gap…and then blasting it with powerful energy beams, igniting the fuel and starting the reaction. One-by-one, the consoles began to flicker to life, as power began to flow back into the ship.

As her father released his focus, allowing the power-reaction to proceed unhindered, Lorna couldn't help but admire her father's control…control which _she_ could gain, in time.

Maybe Magneto was right; maybe once Genosha was safeguarded, she and her mother could live there, without fear of anyone persecuting the two of them for her being a mutant.

Maybe…

XXXXXXXX

As the lights in the darkened corridor started to flicker to life, Phoenix couldn't help but feel uneasy. "It looks like Magneto's starting to get this thing ready to fly." she observed.

Cap nodded grimly. "We're almost to the computer core; just a few more minutes, and we should have a fix on it."

Phoenix nodded…and then her eyes widened. "_DOWN!!_" she cried, as she quickly raised a TK-barrier, wincing as a flame-blast and numerous plasma-bursts impacted against it from a side-corridor, before Pyro and three of Magneto's goons came into view.

Pyro laughed. "What's the matter, mates? Too hot fer ya?" he sneered, as he unleashed another flame-burst, while his cohorts fired more plasma-blasts.

Thinking fast, Cap blocked the brunt of the salvo with his shield, giving Black Widow the time she needed to draw her firearm and open fire on a gas-line just above Pyro's head; with expert accuracy, she hit her mark, causing the line to rupture, engulfing the four of them in white haze. As Pyro and his flunkies erupted in fits of coughing, Cap called out, "Fall back!" With that, the three of them ran down the corridor, heading for the computer core…as Pyro and his goons ran after them.

Checking her communicator as they ran, Phoenix called out, "We're almost there! Just a few more feet..!" but her exclamation was cut off as numerous plasma-bursts lanced towards them from behind.

After about a dozen shots, Cap stopped, turned and _threw_ his shield towards their pursuers; the shield ricocheted off the corridor walls several times, before slamming into two of Pyro's colleagues, knocking them out, and startling the young mutant. Black Widow promptly took advantage of her boyfriend's attack. "Phoenix: cover me." she instructed, before she darted towards Pyro, drawing her vibranium knives. As Pyro unleashed a wave of flames at her, Phoenix formed a PSI-bubble around Black Widow, repelling the blast, before taking out the third soldier with a pulse of psychic flame. Before Pyro could ready another flame-attack, Black Widow closed on him, and struck.

Pyro flinched…and then laughed, seeing he was unhurt, before readying another flame-blast…only to have nothing happen.

Black Widow hadn't even _touched_ him; she'd merely severed the twin tubes feeding fuel to his lighters. He was powerless.

Pyro gulped, smiling weakly. "Uh…you didn't take that whole 'too hot fer ya' crack personally, did ya, sheila?"

Black Widow didn't answer…except with a knee-kick to his solar plexus, followed by an elbow to his back, knocking him out, before she sheathed her knives.

By then, Phoenix could see the auxiliary computer core: a fair-sized, metal column in a small alcove in the wall. Focusing, Phoenix telekinetically grabbed it, and ripped it out of the wall. "Firebird calling Boy Scout." Phoenix spoke into her communicator. "One down."

"_Good work._" Superman replied. "_As soon as you can, meet us at the main power core; Magneto's already there, and I doubt he's gonna come quietly._"

"Understood. Firebird out." Phoenix answered.

After recovering his shield, Cap said, "We'd better get moving." With that, the three of them turned, and headed back the way they had come, to rendezvous with the others at the power core.

With any luck, the others were doing okay…

XXXXXXXX

As a plasma-blast impacted against her hard-light barrier, Power Girl winced in exertion. '_These things hit __**hard**__…_'

She, Wonder Woman, and Aquaman had only been a few feet away from the auxiliary computer core when her hearing picked up approaching footsteps…seconds before Sabretooth and three MLF soldiers rounded the corner ahead of them before they could dart out of sight; now they were standing between them and the core.

Standing next to her, Wonder Woman was deflecting shots with her armlets. "Can you stun them with your force-fields, child?" she called out.

Power Girl shook her head. "The closer my barriers get to them, the harder their shots hit!" she exclaimed…before she got an idea. "Get ready to move up!" she called out. Keeping her barrier raised with one hand, Power Girl knelt down, placing her free hand on the floor…and channeling sound-energy into the quartz stone on her glove.

The sonic vibrations were instantly transformed into electrical energy, which surged through the floor, shocking Sabretooth and his cronies. With that distraction, Wonder Woman and Aquaman charged their foes; as Aquaman sent one thug flying with a punch, Wonder Woman snagged another with her lasso and _tossed_ him into the third, knocking both of them out. Before they could turn towards Sabretooth, the feral mutant quickly recovered, as he grabbed Aquaman and tossed him into Wonder Woman. He then aimed his blaster at Power Girl and fired; Power Girl tried to raise a barrier, but she wasn't fast enough – the blast shattered her shield, sending her sprawling.

Laughing cruelly, Sabretooth walked over and grabbed her by the throat, lifting her up to his eye-level. "I was _hoping_ to take on the runt, Blondie," he sneered, "but taking out his little chickadee will be a nice little warm-up!"

As Sabretooth started to squeeze, Power Girl gasped for breath, trying to muster the strength to break free, but the overload from her barrier had dazed her…and then she managed to gasp out, "H-How's your hearing, Vic?"

Sabretooth laughed. "Good enough to enjoy your _screaming_, Blondie."

Power Girl smiled weakly. "You _want_ a scream, Vic?" she gasped. "You _got_ it." And with that, she took the deepest breath she could…and let loose a _perfect_, pure, clear, high-C note, at an intensity that could shatter _glass._

Sabretooth's eardrums promptly _exploded._

"_AAAARRRRGGGGHHHH!!_" Sabretooth howled, clutching his ear with his free hand, his grip loosening…allowing Power Girl to break free. Her eyes narrowed angrily, Power Girl _slammed_ her fist into Sabretooth's gut, before smashing his jaw with an uppercut, smacking him into the _ceiling_, before he crumpled to the floor, out cold.

"And _that,_" Power Girl snapped, "was for blasting my _tausha._"

As Aquaman and Wonder Woman recovered, Power Girl strode over to the computer core, charged up another surge in her hands, and sent it through the core, utterly shorting it out. Suddenly, the entire ship shifted. "Uh…I don't think that was supposed to happen." Power Girl murmured.

"Sounds like Bucket-Head's got this flight underway." Aquaman said.

"We should rendezvous with Kal and the others." Wonder Woman said. "If Lensherr is flying this monstrosity, there is no time to waste!" With that, the three of them darted towards the power core.

XXXXXXXX

From his vantage point around the corner, Flash saw Colossus and his band of three walking down the corridor, right where Krypto's warning growl had indicated they would be, before he darted back to where Thor, Iron Man, and Krypto were waiting for him. Grinning, Flash gave the Superdog an affectionate scratch behind the ears. "That nose of yours _knows_, doesn't it, boy?" he said, before glancing to his comrades. "They're just a few feet away, that way."

"_Right in the direction of the core._" Iron Man said.

"We still possess the element of surprise." Thor said. "We had best make use of it."

Flash nodded. "_I'll_ set 'em up, _you_ knock 'em down."

Colossus and his team were just about to round a corner, when _something_ zipped by them at high speeds. Colossus frowned. "Pietro, this is not time for jokes…" he began…but stopped as he realized that their weapons were missing.

"Looking for these?"

Turning, Colossus saw the Flash behind them, holding their weapons. Flash grinned. "Sorry, but I'm afraid that the warranty's out of date; they're _just_ not making blasters like they used to."

A feral growl cut the air behind them, causing Colossus and his team to turn…to find Thor, Iron Man, and Krypto on their _other_ side, with the Superdog growling, his teeth bared. As the three soldiers charged, Iron Man sent two of them flying with repulsor rays, before Krypto slammed them with mid-air tackles, while Flash took down the third with a flying kick. Raising Mjolnir above his head, Thor charged Colossus, who met his charge head-on, catching Thor's downward slam and _pushing_ with all his might, his metallic face straining against the Asgardian's supernatural strength, as he was gradually pushed back…

As he grappled against the metal youth, Thor had to chuckle at the boy's resistance – rare indeed were the mortals who could hold fast against the Thunderer – but he froze as he realized one thing.

Colossus' hands had caught his attack just above Mjolnir's handle…placing his hands upon the metal of the weapon itself.

Taking advantage of Thor's hesitation, Colossus kneed him in the stomach, and pushed him back. Recovering quickly, Thor looked Colossus in the eye. "Rare indeed are those children of Midgard whom Mjolnir deems worthy," he said, his eyes narrowed warily, "but rarer _still_ are those worthy souls who become willing lackeys of villains as Lensherr."

_That_ seemed to incense Colossus. "I am _not_ a lackey!!" he roared…before his fury gave way to despair. "I…I have no _choice._"

"You _always_ have a choice." Flash said.

"In this, I do not." Colossus replied.

"_Whatever Lensherr has on you, either us or the League can help you._" Iron Man said.

"Indeed." Thor said. "Both my comrades and the heroes of the Justice League are honourable souls; they can help you regain your life."

Colossus looked _truly_ sad. "It is not _my_ life that I must be regaining."

Flash's eyes widened. "He's got someone you care about." he realized. "Is it a member of your family..?"

"_Enough._ Already, I am saying too much." Colossus said.

Thor nodded. "No doubt that Lensherr will be displeased if you derelict your duty so readily." he said. "If you will not heed our pleas, then allow us help you face your captor with honour, so that you may say that you did your duty as best you could." With that, he pulled back his hammer, readying a strike.

Colossus smiled weakly. "Magneto plans to invade Genosha once he gains the secrets of this craft; you _must_ stop him!" he said. "I…I will not forget this, comrades." At that, Thor smiled…and, with great reluctance, he _slammed_ Mjolnir into Colossus' torso, sending him flying, to land hard, out cold.

By then, Flash had darted to the computer core, and begun pressing buttons and yanking out wires until it started to spark; the second it was off-line, the lights dimmed, and then flared back up again. "I guess that means we did it!" Flash thought aloud.

Iron Man nodded. "_It's up to Superman, Cyclops, and Scarlet Witch, now._"

"Then we'd best see if they require assistance!" Thor declared. "Let us be off!" With that, they ran in the direction of the power core, to help their friends.

XXXXXXXX

_A few minutes earlier_

The hum of the power-generator filled the air as Magneto focused his powers, concentrating on levitating the immense craft into the air, and guiding it back to the Mutant Liberation Front's secret base…and then smiling as he felt the ship's thrusters automatically activate, propelling the ship into a stable hovering, making it only necessary for him to _guide_ the vessel to their base. Once their engineers got a good look at it, and began the task of reverse-engineering this technology, their mission of safeguarding Genosha could begin…

Suddenly, a bright red beam of pure force slammed into Magneto, sending him flying, and disrupting his focus…as Superman, Cyclops, and Scarlet Witch entered the power-core chamber.

"Sorry, Lensherr," Superman said, "but we're _pulling_ your pilot's license."

"Just set this bird down nice and slow, Magneto." Cyclops added, his hand on his visor, ready for another fast shot. "It's over."

Magneto's eyes narrowed. "I suppose I should have expected all of you." he said flatly…before fixing a stern gaze on Superman. "Your earlier refusal has left me little choice, Kal-El."

"Like I told you before, Magneto," Superman said, "I will _not_ impose my will upon others."

Magneto glared at him. "Then you're a _fool_, Kal-El!" he shouted. "And this world has _no_ patience for yours and Xavier's idealistic _foolishness!_" And with that, Magneto's soldiers opened fire at them.

Bracing himself, Superman took several plasma-shots, digging in his heels as the blasts pushed him back a few feet, giving Cyclops the opening he needed to fire his optic-blasts at the three soldiers, knocking the blasters out of their hands, before opening fire on Magneto, while Scarlet Witch hex-blasted the soldiers into unconsciousness. Taking to the air, Magneto managed to evade Cyclops' optic-blasts…until Superman took to the air, flying towards him at high speed. Magneto focused his powers, lifting up large pieces of rubble and casting them at him, but Superman easily knocked them aside with his fists, before grabbing hold of Magneto's cape and whirling him around, tossing him into the path of Cyclops' blasts, sending him flying.

Suddenly, a plasma-blast took Superman square in the back, knocking him to the ground. "You didn't like that, did you?" Quicksilver snapped, his plasma-blaster smoking. "Well, get _used_ to it, Super-Dork, 'cause you don't hold the monopoly on advanced tech, any more."

With that, he fired another blast, which Superman promptly dodged. "You just _can't_ leave well enough alone, _can_ you?!" Quicksilver snarled, firing again…and missing again. "It wasn't _enough_ for you to take my _sister_ away; _now_ you're trying to take away my _step-sister?!_ _Not_ happening, Super-Loser!! My father might think you're supposed to save mutantkind, but I _know_ better…and so do the _rest_ of us, after you knifed us in the back at Genosha! Now _all_ mutants know how you screwed us over!!" With that, he took careful aim…

Suddenly, Quicksilver's blaster became encased in blue-black energy…before it blew up in his face. "News flash, Pietro," Scarlet Witch snarled, "I _left_ because our father was a psychotic _monster_, and because _you_ were his little _yes-man._ If you want someone to blame, look in a _mirror._" And with that, she hex-blasted him across the room.

Recovering quickly, Magneto sent a large piece of broken machinery at Superman, who sliced it in half with his eye-rays, as he took to the air. "Do you think _Homo sapiens_ is _amused_ by your League's actions, Kal-El?!" Magneto roared, sending another chunk of rubble at him…which was blown away by gale-breath. "Do you think they even _understand_ what you try to do for them?!" He sent _another_ piece at him, which was knocked aside. "It should be _you_ who protects Genosha, Kal-El!! It should be _your_ knowledge, _your_ technology that defends our people's sanctuary!! How long do you think Genosha can stay free?! How long until the Friends of Humanity take advantage of the weakness that _you_ encouraged?!"

"I will _not_ let the people of Genosha fall to _any_ dictator, Lensherr," Superman said firmly, "be they human _or_ mutant." His eyes narrowed. "And that includes _you._"

Suddenly, another piece of rubble came flying at him; Superman quickly evaded it, turning his gaze in the direction of its origin…and found Lorna. "Why are you _doing_ this?!" Lorna cried. "All he wants is to make Genosha safe for all mutants! Can't you _see_ that?! Can't you..?!"

_SMACK!!_

Scarlet Witch's slap cut off Lorna's tirade. "Are you _really_ this _stupid?!_" she snapped. "Are you _really_ going to believe _anything_ that heartless bastard says, _just_ because he has the same powers as you and claims to be your father?! Are you _actually_ that much of an _idiot?!_"

Lorna glared at her. "You _don't_ know what it's like." she shot back. "You don't know how it feels not to have a father; how it feels to be completely _unwanted..!_"

"_Don't you DARE say that!!!_" Wanda exploded, a blue-black aura momentarily encompassing her. "Let me _tell_ you something about your 'father,' Dane; he threw his own daughter – his own _little girl_ – into an _asylum_ because she couldn't control her powers!! How do _I_ know?! _Because __**I**__ was that little girl!!!_"

Lorna's eyes widened. "W-What..?"

"_Why_ do you _really_ think he came for you, Lorna?! Because he wants to play at happy families?! Get _real_; he _needed_ you, Dane. He needed you to help him dredge up this ship so he could reverse-engineer it and use it to _conquer_ Genosha!!" Wanda snapped. "He's a heartless _monster_, Lorna; he _played_ you…and _you FELL for it!!!_"

Lorna looked forlornly to Magneto. "She's…she's _lying_, isn't she?" she whimpered. "_T-Tell_ her! Tell her she's _wrong!_"

Superman glared at Magneto. "Go on, Lensherr; _tell_ her."

Magneto was silent. Lorna's eyes went wide. "T-Tell her…" she whimpered.

"Wanda was out-of-control." Magneto whispered. "I _had no choice…_"

"So you'll likely tell yourself to the _grave._" Superman accused.

Lorna's eyes started to tear up. "It…it's _true…_" she whispered, "…you used me to get this ship…to _conquer_ Genosha…"

"I needed you to help _protect_ Genosha, Lorna." Magneto said. "These craft will confer a much needed technological advantage…one which Kal-El _should_ have provided."

"_Save_ it, Lensherr." Superman snapped. "It's _over._" And he punctuated the sentence with a lightning-fast punch, slamming into Magneto's abdomen, sending him crashing into the wall. As Magneto dropped to the floor, stunned, the lights briefly flickered.

The ship's systems were rebooting.

Quickly, Superman darted to a nearby computer terminal, keying in the commands to access the ship's teleporter…and smiling as he locked onto the coordinates of Magneto's goons, before entering them.

Instantly, four beams of light engulfed Quicksilver and Magneto's soldiers, 'porting them out of the ship and onto the oceanographic vessel, along with the _rest_ of Magneto's goons, leaving Magneto alone. "I think General Fury is going to enjoy having a nice _chat_ with you, Lensherr." Superman said.

Magneto's eyes narrowed. "Not _today_, boy." he snarled, as he closed his eyes and _concentrated._

Suddenly, the entire ship tilted _down_ at a dangerous angle, plummeting towards the water, knocking _everyone_ off-balance…and giving Magneto the opening he needed to escape.

As much as Superman wanted to go after Magneto, he _had_ to get this ship back under control. Getting to his feet, he began to bring up the navigational system on the console. "Can you get this thing under control?" Cyclops asked.

"I think so," Superman answered, "but I need a few minutes..!"

Scarlet Witch looked to Lorna. "Lorna, can you give us a few minutes?"

"W-What..?"

Wanda's eyes narrowed. "We need you to slow this ship _down_, Dane; Superman is _trying_ to get it under control, but he needs _time._ We _need_ your help."

Lorna froze. "I…I _can't…_"

"You _can._" Wanda said. "Otherwise, we're _all_ done for." At that, Lorna looked stricken…and then nodded, before she shut her eyes, and _concentrated._

At first, the ship kept falling…but then, it began to slow; not by much, but it was enough to keep the ship from hitting the water for a few more minutes…

…and that was all that Superman needed. "Nav systems online!" he declared, as he typed in the commands to set the ship down; outside, the vessel's thrusters flared to life, slowing its descent, to touch down gracefully on the water's surface, next to the oceanographic vessel.

Slowly, Superman let out a relieved sigh. Cyclops chuckled. "Any landing you can walk away from, right?"

Superman grinned. "Oh, yeah."

By then, the others had entered the core chamber. "What in the name of Odin's all-seeing eye was _that??_" Thor exclaimed.

Wanda's response was _incredibly_ dry. "Engine trouble."

Lorna looked at them all sadly. "I'm…I'm so sorry…" she whimpered, "…I was so _stupid…_"

"You don't have to explain, Lorna." Superman said.

Cyclops nodded. "Magneto has a way of playing on what you _want_ to hear. _Trust_ us on that one."

"_Speaking of which,_" Iron Man said, "_he and his goons are likely gone, by now._"

"True," Cap agreed, "but no-one was killed; we'll get him next time."

Superman nodded. "Let's go home." he said. With that, they all headed out of the ship.

As they emerged from the ship, walking onto the deck of the oceanographic vessel, as expected, Magneto, Quicksilver, Pyro, Sabretooth, Colossus, and twelve of his soldiers were gone, leaving only the twelve that they had taken care of outside…which were now being rounded up by the S.H.I.E.L.D. agents that had emerged from the three gunships that had touched down on deck, with another three circling the area.

"Well, looks like the cavalry's here." Flash quipped.

Looking around, Superman frowned reflexively as he saw Lt. Danvers walk over to them. "Lieutenant."

"Superman." Carol replied. "I see that Lensherr and his goons got away."

"Not _all_ of them." Power Girl retorted.

"It could not be avoided." Thor said.

"We had to prevent this ship from crashing." Superman said.

"I see." Carol said. "And I understand that there was a civilian involved?" Her eyes narrowed. "A civilian who aided and abetted a known terrorist?"

Lorna's gaze lowered at that…until Cyclops replied, "A civilian who _helped_ save this ship, Lieutenant; she's just as much a _victim_ of this as anyone."

"We'll see about that." Carol said. "In the meantime, our people will be very interested to take a look at that thing."

Superman's expression turned concerned. "Lieutenant, are you sure that's a good idea?"

"No worse of an idea than letting Miss Dane walk." Carol answered. "If that ship represents a potential threat to our country, it's my duty to take it in." Her tone hardened. "You _do_ know about _duty_, don't you, Superman?"

Superman wasn't entirely sure what she meant by that, but he had a feeling that if he pressed this, things could get difficult for Lorna. Still, the idea of Kree technology in Earth hands was somewhat disconcerting.

"Captain, as soon as the area is secured, return to the Triskelion for debriefing." Carol instructed. "That will be all." With that, she turned and headed off.

Power Girl's eyes narrowed. "Looks like LeRoux just got some competition for the 'Bitch of the Year' Award."

Superman sighed to himself, before lightly smiling at Power Girl. "Nice idea, back there." he said.

Power Girl smiled. "Thanks."

Superman chuckled. "Looks like you're ready for the Intermediate-level tactical simulations."

Power Girl blinked. "Wait…you mean everything I've done so far was _Beginner_-level??"

"Well…yeah."

Power Girl pouted. "Kal, I _swear_, you make it _really_ hard to love you, sometimes."

Iron Man laughed. "_Welcome to the dog-house, kiddo._"

Black Widow chuckled. "Don't be _too_ hard on him, Alison." she said. "Men like ours tend to be a _little_ clueless."

Superman and Cap both chuckled nervously at that. "Well, Cap, it was nice working with you." Superman said.

"Likewise, son." Cap replied. "Take care."

"You, too." With that, the four Avengers headed back to the Quinjet, which quickly took off, while the X-Men and Lorna headed to the Blackbird, as Superman, Wonder Woman, Power Girl, and Krypto took to the air, flying for home, followed by the Blackbird, as Flash darted after them at top speed, while Aquaman dove into the water, following them home.

XXXXXXXX

_Xavier Institute_

By the time Charles and all the X-Men had returned to the Institute, night had fallen. All of his students, along with the League – who were conversing in the living room – were noticeably tired, which was to be expected, after helping to quell so many riots.

As worried as the thought of his former friend resuming activity was, he had a more pressing issue.

Mrs. Dane had accompanied them after the Blackbird had come to pick them up, and she, Lorna, and Wanda were sitting in his office. "Thank you for coming, Mrs. Dane." Charles said. "I hope that we can get this matter cleared up. I have recently spoken with General Fury, and I am confident that we can get the charges against Lorna dropped, under the circumstances."

"Thank you." Ellen whispered. "You, your students, and the League have all done so much for my daughter and I; we can't thank you enough…"

"_I_ still can't believe that Magneto fed Lorna such a _lie._" Wanda muttered. "Just when I'd thought I'd seen his limits…"

Charles sighed. "_Actually_, Wanda," he said, "I have the results of the DNA test that Hank ran using the saliva samples you and Lorna provided; based on his findings, you and Lorna _are_ indeed related."

Wanda and Lorna were both struck silent at that.

Ellen looked guilty. "_That's_ why we had to move, honey." she admitted. "When your…powers first appeared, I was so afraid that _he_ would find you, and then when those…_machines_ appeared on the news, I was just _terrified_…" she lowered her head, "…I am _so, so_ sorry, honey…"

"It's okay, Mom." Lorna said softly, giving her mother a hug, who returned it. After the hug had ended, Lorna glanced to Wanda. "So…you're my big sister?"

Wanda smiled weakly. "Yeah," she replied, "sorry I wasn't nicer, earlier."

Lorna shook her head. "No, that's okay; I kinda needed that."

Charles smiled. "Now that's settled, Lorna, I would like to discuss the possibility of you joining the Institute, if you were interested."

Glancing to her mother, who smiled, and nodded, Lorna smiled, as well. "I…I think I'd like to," she said, glancing to Wanda, "if no-one minds."

Wanda chuckled. "No problem here." she replied. "I'm sure my 'bro' will be glad to hear it."

Lorna blinked. "You…have _another_ brother..?"

"We're not related." Wanda explained. "It's just that, a few months back, he stopped me from doing something stupid, so I kinda adopted him." She smiled. "He's a total Boy Scout, but his heart's in the right place…which is more than I can say for my _biological_ relatives…present company excluded."

"My ears are burning."

At that voice, Lorna looked up…her eyes widening at who Wanda had been talking about. "_Superman??_"

Superman smiled. "Just wanted to see if everything was okay." he said, smiling at Lorna. "I'm afraid that we haven't been introduced." He extended his hand. "Kal-El."

Lorna weakly smiled. "L-Lorna Dane."

"Pleased to meet you." Superman replied. "So, what do you think of the Institute?"

Lorna's smile grew. "I think I like it."

"Good to hear." Superman said. "I'm sure the others will be glad to hear it, too…"

"_DECOSTA!!!_"

At the sound of that yell, Roberto ran past the office as fast as he could…chased by a _very_ angry Lila, with soap-suds in her hair. "I'm _sorry!_" Roberto cried. "I was trying to get _Ray!!_"

Superman just sighed. "Welcome to the family, Lorna."

Wanda sighed, as well. "May God have mercy on your soul."

XXXXXXXX

_Triskelion_

Nick Fury was waiting in the Command Centre when Lt. Danvers came in. "General." she greeted, saluting.

Nick returned the salute. "What's the analysis on that ship we recovered?"

"Based on intial analysis, it appears to be a bio-research vessel, sir." Carol answered. "Its carbon-dating puts it at 500 years ago."

"Around the same time as Black Bolt's people came around." Nick said to himself. "How did it get here?"

"We're still working on it, sir."

Nick nodded. "Any signs of Lensherr?"

"None, sir." Carol said. "He got away clean."

The bitterness in her voice was unmistakable. "You lost family in Afghanistan, didn't you?"

Carol paused. "I don't see how that's relevant, sir…"

"If it compromises your judgement, it's relevant."

Carol recomposed herself. "It _won't_, sir."

"Good." Fury said. "I want you to pull as many people as necessary to reverse-engineer what we can salvage from that ship; if Genosha is as vulnerable as Lensherr thinks, sooner or later, somebody's going to make a move, and we need to be _ready._"

"Understood, sir."

Nick then looked his second-in-command in the eye. "Also, I want to know what those aliens were working on; lab-logs, notes, _everything._"

"Yes, sir." Carol said. "I'll see to it _personally._"

"Good." Fury said. "Dismissed." At that, Carol promptly saluted, and strode out.

Alone with his thoughts, Fury looked back to the radar screen…which showed the nation of Genosha.

Something was going to happen. He was _sure_ of it.

'_Damn,_' he thought, '_I'm getting too old for this._'

XXXXXXXX

_Coming Soon:_

_A voice from our favourite Martian's past forces our heroes and four old friends to take a little trip…_

…_only to find that 'home' isn't as home-like as it once was._

_What secrets lie in wait upon the Red Planet?_

_Find out, when our heroes learn the hard way that "You Can't Go Home Again," coming to your computer soon…_


	6. You Can't Go Home Again

CHAPTER SIX: YOU CAN'T GO HOME AGAIN

_Mars, October 6, 2008 _

The surface of the planet Mars was dead silent. Nothing stirred amongst the rust-red stone of the fourth planet from the sun; there was no wind, not even a _breeze_. The planet was completely _dead…_

…at least, on the _surface._

Deep below the Martian surface, within the ruins of one of the cities of what had been the great Martian civilization, an alarm went off within a facility, where two stasis-chambers – one which had been damaged – rested, each one holding a single occupant. At once, the damaged pod depressurized and opened, allowing the injured humanoid – a female, her old injuries still not healed by the chamber – to emerge. Suppressing a gasp of pain, she checked the control console…

Her eyes widened in utter _horror_.

Her thoughts first gave way to despair…and then clung to one last shred of hope. Ever since Mars had fallen, she had been sporadically calling for her mate, resting in the chamber for a few months at a time when her injuries became too much to bear, but her call had been so _weak_…forcing her to give up, and set the chamber to only wake her in an _emergency._

But she had no other choice. Gathering every _ounce_ of her strength, she focused her thoughts and sent them towards her world's neighbouring planet – Earth – where her mate – her life-partner, her unending love – had fallen…

…and hoped with _all_ of her being that he could hear her.

XXXXXXXX

_Xavier Institute_

The Thursday afternoon sun was high over the Institute by the time the X-Men and the New Mutants had gotten back from school…just in time for training.

Under normal circumstances, that would have sent a collective groan through the younger New Mutants, but _this_ time, there were _two_ key differences: One, Scott and Jean had gone to check out several universities, as they would be graduating this year and wanted to see what was being offered before they made out their applications…

…and _Two_, today, they had four special guests.

As the New Mutants, in uniform, walked towards the Danger Room, Lorna – or "Polaris," now – smiled. "Are the Four _really_ coming here?"

Havok grinned. "_Believe_ it, Lorna." he answered. "They're probably already here, by now."

As her smile turned shy, Polaris quickly lowered her gaze, to hide her blush. After formally joining the Institute, Lorna had been introduced to her teammates, the New Mutants…including Hawaiian surfer-hottie Alex Summers.

One _more_ reason she was glad she'd joined.

Ghost smiled sheepishly. "Do you think the Invisible Woman will mind if I asked for her autograph?"

"Nah." Iceman said. "They probably get that _all_ the time, Tina; I wouldn't think _twice_ about it."

"So, why _are_ the Four here?" Husk inquired.

"Well, I think I heard that Professor Xavier used to be one of Mr. Fantastic's teachers in university." Jubilee thought aloud. "They probably stay in touch, every so often."

Cannonball nodded. "Plus, Ah think that this might be a follow-up to their visit, last year."

"Come again?" Leap asked.

"Dr. Richards and his team were curious about Kryptonian physiology," Magma said, "so Kal allowed them to take scans of his internal anatomy, as well as a sample of his hair."

Berzerker snickered. "I gotta admit, it was funny watching Ben trying to yank that hair off Kal's head."

"I'll say." Sunspot agreed. "Didn't know the guy could turn _red._"

Angel chuckled. "_That_ must have been a sight."

Leviathan nodded. "Can't _believe_ we missed it."

"I'm still not getting why the Four needed to follow-up, though." Boom-Boom said.

"_Due to Superman's invulnerable frame, Dr. Richards and his team were unable to take a blood-sample._" Android explained. "_After the revelation that Alison is part-Kryptonian, with a somewhat-less-durable epidermal layer, they wish to try again._"

Leap shuddered. "I hope Ali doesn't mind being a pincushion; if it were me, I _couldn't_ – I _hate_ needles."

"But what's the big deal?" Multiple asked. "How come Reed and the rest of the Four want to take a look at Ali's blood?"

"Reed's a scientist, little guy." Iceman said. "Kal and Ali are the only remaining Kryptonians left, and since we don't have a needle thick enough to get through Big Blue's skin, Ali volunteered."

Wolfsbane nodded. "The good doctor be especially interested in Alison's immune system; if it be anything like 'ow Kal's works, observing it may give new insight in 'ow t' fight disease."

At that, Boom-Boom glanced back towards Siryn, who had been silent the entire time, her arms folded crossly. "What about _you_, 'Doom-ette'? What do _you_ think of the Fantastic Four dropping by?"

Siryn glared at Boom-Boom. "I think that it's _appalling_, how some minds are so easily enthralled by such _dolts._ How Kal finds the patience to tolerate your antics is _utterly_ beyond me." And with that, she strode ahead of them, leaving them behind.

"_Whoa!_" Leap exclaimed. "What's _her_ problem?"

"Guess we should've seen _that_ coming," Leviathan said, "what with her old man and Reed's family practically being mortal _enemies._"

"Uh, boy." Havok murmured. "Won't _this_ be fun."

By then, they had reached the control room, where the rest of the X-Men – minus Cyclops, Phoenix, and Krypto, who was currently assisting Flash on patrol – had gathered, along with Superman, the Martian Manhunter, Beast, Wolverine, Storm, Mystique, Professor Xavier, and the Fantastic Four.

Power Girl absently rubbed her arm, likely where the syringe had been. "You got enough for the test, right, Reed?"

As he pored over the computer console, monitoring the analysis currently being run, Reed nodded. "Again, Alison, we can't thank you enough for co-operating; before now, we've _never_ been able to observe Kryptonian physiology on a _cellular_ level."

Beast nodded. "I must say, I'm quite curious, myself."

Superman looked concerned. "I just hope we're clear on this, Reed; whatever records you take, make _sure_ that Alison's privacy is kept safe. Ali's got _enough_ to worry about without there being any records indicating that she's part Kryptonian."

"You don't have to worry about _that._" Susan assured them. "Whatever we observe, today, there won't be any mention of Alison's name, and the blood sample we took will be incinerated once we've completed the analysis; you have nothing to worry about."

Power Girl smiled. "Thanks."

"Kal?" Reed asked. "I'm afraid that the computer is going to need a little boost to handle the analysis…"

"_Way_ ahead of you, Reed." Superman chuckled, as he took out a fair-sized, cylindrical crystal, walking over to the console.

Siryn perked up as she saw the crystal. "What is _that?_"

It was then that Johnny took notice of Siryn, and smiled. "Oh, that's just one of Supes' crystal supercomputers, from his place up in the…"

But he was silenced as the massive rocky hand of Ben Grimm lightly smacked the back of his head, cutting off the 20-year-old blond hothead's babbling. "Give the lady the guy's e-mail address, why don't ya, Flame-Brain!" Ben grumbled.

"What? I was just making conversation!"

Susan's sapphire eyes narrowed as she half-glared at her brother. "_Johnny…_" she warned.

As he reached the computer console, Superman took out the fist-sized crystalline adapter for the crystal-processor, before inserting it into the nearest data-port, and then placing the crystal on the adapter, letting it simply float there. Tapping the processor with his finger, Superman brought up the glowing blue holographic interface, which encircled the crystal with Kryptonian symbols; he simply tapped one symbol, then dragged another to insert it into a space in the hologram that had just appeared, the interface shifting and expanding as he worked. Tapping another symbol, he caused a second holographic menu to appear; tapping a few symbols on _that_ menu, Superman caused a fairly large holographic view-screen to appear in front of them. "Okay, Reed, we're ready to begin analysis."

"Understood, Kal; I'll begin sending the data, now."

"Wow…" Polaris whispered.

"Yeah." Iceman agreed. "It's easy to forget _just_ how advanced Big Blue's people _were._"

From his own console, Beast monitored the analysis…or at least, he _tried_ to, as his eyes simply _couldn't_ keep up with the mind-numbingly-fast pace of the crystal-processor. After a few seconds, all he could do was simply report, "It's done."

Siryn's eyes widened. "It completed a full biochemical and physiological analysis in a matter of _seconds?_" she asked. She smiled slyly. "I'm _impressed._"

"So were _we_, the first time we saw it work." Avalanche said.

"We should be getting a visual recording, now." Superman noted.

Reed nodded. "This will be our first look at the cellular structure of a Kryptonian, tentative species classification _Homo Krypton._"

Siryn's eyes narrowed. "'_Homo Krypton_'?" she snapped. "_That's_ the best you could come up with, Richards? I suppose I shouldn't be surprised."

The rest of the Four glared at Siryn at that remark, but Superman quickly defused the tension. "Hey, it beats anything _I've_ ever come up with."

"Still, it raises an interesting point." Mystique said. "What _did_ your people call themselves as a species, Kal?"

Superman laughed. "My people classified species by using a language even _more_ archaic than Latin is, Mystique…and it was even _harder_ to speak." he quipped. "Sure, I could tell you our species-name, but you'd _never_ be able to pronounce it; heck, even _I_ have trouble with it."

Sue chuckled at that, before glancing to J'onn. "If you wouldn't mind, J'onn, we'd like to talk to you for a few minutes, as well."

"Uh, boy." Spyke murmured. "I'd run for it, if _I_ were you, Big Green."

"I'll say." Ben joked. "Stretch and Susie have been buggin' Supes about bein' from 'out of town' for the past two years, and now they've dragged Blondie into it; you don't know what you're _in_ for."

J'onn simply chuckled. "I would be glad to answer any questions you have, Dr. Richards."

Power Girl chuckled. "Okay, but when _you_ get turned into a pincushion, don't say we didn't warn you!"

By then, Reed had finished his calculations. "We should be getting the feed right about…_now!_"

As if on cue, the holo-screen switched on, showing the images of numerous bright-red-colored, flattened discs – red blood cells – floating in a sea of plasma, with numerous readouts appearing on the side of the screen. "Hmm…there doesn't appear to be any significant difference in erythrocyte cell-structure…" Reed mused.

"Erythro-_what??_" Multiple murmured.

"That's the scientific name for red blood cells, Jamie." Shadowcat explained.

"Oh."

Sue nodded in agreement with her husband's observation. "Other than an increased cell-count and considerably higher levels of hemoglobin, I'm not seeing any real differences."

Power Girl smiled sheepishly. "I guess I don't take after Kon-Lir in _that_ regard, too much."

Just then, a larger cell, globular and paler in colour, floated by, followed by another one just like it. "Leukocyte count is up a fair bit," Reed continued, "but the overall spread of cell sub-types is about the same: neutrophils, macrophages, B and T lymphocytes, basophils, eosinophils…"

"Okay, _now_ you're just tryin' to give us _headaches._" Rogue quipped.

"Stripes' right, Stretch." Wolverine muttered. "Speak _English_, would you?"

"Leukocytes are _white_ blood cells." Storm said. "Dr. Richards was just mentioning the different sub-types: neutrophils and macrophages act to engulf and destroy invading pathogens."

"Vait, I zhink ve covered zhis in Biology." Nightcrawler said. "B and T lymphocytes…zhose are B cells and T cells! B cells make antibodies, and T helper cells activate the rest of zhe immune system, while killer T cells destroy bacteria and infected cells!"

Sue smiled. "That's correct, Kurt." she said. "And what do the others do?"

"Gambit ain' no doctor," Gambit said, "but if 'e 'member right, de bas'phils make histamin', which be where 'llergies come from; de 'sinophils go after bigger bugs, like tapeworms."

"Correct." Reed confirmed. "Basophils are often triggered by Immunoglobulin E – a type of antibody – to release histamine, which causes vasodilation of blood vessels – which is part of an allergic reaction, but mostly acts to increase blood supply, and thus leukocyte levels, to an infected area, while eosinophils are activated by IgE to attack multicellular parasites, such as tapeworms."

Mystique nodded thoughtfully. "It sounds like the Kryptonian immune system is remarkably similar to our own."

Superman nodded. "Though we had different names for the different cell-types, in terms of immune-cellular structure, our two peoples were nearly _identical._" he agreed, before he smiled. "There _was_, however, one _big_ difference."

"Well, what is it?" Johnny asked. Superman simply looked to the screen, his eyes narrowing, before he smiled, and gestured to it…as a _very_ large, pale neon-yellow cell, about half again the size of a leukocyte, and globular in shape, floated by.

"_That._"

Reed's eyes went wide as several more of the strange cells floated by. "What _are_ those?"

"We call them _kaer'yan_ cells." Superman explained. "The word '_kaer'yan_' is a Kryptonian word which means 'small commander'. _Kaer'yan_ cells were the first cells on the scene, either during a breach of the skin or during an infection; a chemical signal activated by the presence of an unfamiliar entity in the bloodstream attracts them."

"We did notice some chemical irregularities in the plasma itself." Reed observed.

Superman nodded. "The _kaer'yans_' first action is to release a widely-dispersed signal that attracts neutrophils and macrophages to the infection site, as well as a local signal that enhances their proliferation and phagocytic activity; basically, it makes them hungrier, and makes them multiply faster."

"At this point, the _kaer'yans_ begin gulping up the invaders, like the neutrophils and macrophages do." Superman continued. "Now, the neutrophils are engaged solely in phagocytosis, but the macrophages have the double-function of pushing the cellular "tags" – or antigens – specific to the invading pathogen to its surface, and then begin the process of searching out the B and T cells that recognize this antigen."

"And what do the _kaer'yans_ do?" Sue asked.

"They do something a little different." Superman answered. "They have a kind of variable internal receptor; the receptor first bonds weakly to the antigen, and then modifies itself until it's got a good hold on it. The cell then sends out a wide-spread signal _specific_ to that antigen that activates B and T cells, as well as the body's complement proteins, and the immune response goes on from there. When the pathogens are neutralized, the _kaer'yans_ sense the levels of activating signal in the blood dropping, and send out signals that suppress the rest of the immune cells and speed up repair of the damage incurred during the response."

"Smart little cells." Ben said.

"Dude, no _wonder_ you never get sick." Havok added

Reed looked thoughtful. "Would these _kaer'yan_ cells be susceptible to the HIV?"

"Not an issue, Reed." Superman answered. "For one thing, unlike the rest of the body, which operates at near neutral pH, the _kaer'yans_' cytoplasm is highly _alkaline_; even _if_ the HIV could gain access, its RNA and reverse transcriptase enzymes would denature the _second_ it got in…and _that's_ just assuming that its internal defence proteases and RNases didn't chop them up, _first._"

Sue's eyes widened. "They're _alkaline??_"

"Why not?" Superman asked. "There are bacteria that live in high temperatures and high salt concentrations, aren't there? Why can't there be cells that maintain a high pH independent of other cells?"

"Amazing…" Reed murmured. "Would it be possible for these cells to be transplanted in a patient with end-stage HIV infection..?"

Superman shook his head. "Sorry, Reed, but it wouldn't work." he answered. "For one thing, the _kaer'yans_ require _much_ more energy than the rest of the cells in the body do to function, on an individual scale; without the energy I absorb from the sun, and the energy Ali transmutes from sonic vibrations, our _kaer'yan_ cells would go dormant." His expression then turned grave. "Even if you _could_ find a way to fuel them, the _kaer'yan_ cells are _notorious_ for causing rejection-disease; they would identify the recipient as 'non-self,' and mount an immune response against the very patient you were trying to save." He glanced to Power Girl. "That was one of the things I was worried about when we learned you were part Kryptonian, Ali."

Power Girl nodded, her expression mirroring his. "Yeah." she agreed; although she was okay with being part Kryptonian now, at the time, it had been somewhat scary, especially when her immune system had started kicking it up a notch. "I can remember how sick I was; I felt _horrible…_"

"That must have been quite the sight." Siryn said, ignoring the glare that Alison sent her way. As Superman deactivated the holo-screen, minimizing the crystal-processor's holo-interface, Siryn's smile returned. "That is simply a _fascinating_ device, Kal; may I..?"

"It wouldn't do you any good, Siryn." Superman said, lightly frowning. "_Every_ piece of Kryptonian technology – down to the simplest food-synthesizer – is Bio-Coded; keyed specifically to recognize _only_ Kryptonian DNA – _no_ non-Kryptonian can utilize it."

Siryn's smile collapsed. "What an…_innovative_ countermeasure." she said. "As one would expect from such a…_wise_ people."

Reed's expression was caught between dismayed and thoughtful. "Hmm…it _may_ be possible to alter the internal physiology of the helper T cell so that the HIV will denature when it gains access…"

Sue nodded. "It might be possible to develop a treatment that targets the thymus gland, where the T cells mature…"

"If we can alter them during maturation, we wouldn't need gene therapy…"

"…and we could avoid the dangers involved..!"

"Uh, boy." Johnny sighed. "Here they go."

Professor Xavier just chuckled at his old student. "Well, sounds like you both have an idea."

"Yep." Ben agreed. "They're good for a couple of days."

Glancing to Power Girl, Reed said, "Thank you, Alison; you may have just inspired a new way to fight AIDS."

Power Girl smiled. "Glad we could _be_ of help." she replied. "If _anyone_ can figure out a cure, it'd be _you_ guys."

Siryn simply scowled.

Turning to J'onn, Sue smiled. "If you had time, J'onn, we'd like to ask you a few questions about your people; human astronomers have been looking up at Mars for the better part of the past 50 years, and we're interested to hear from an _expert_, if you don't mind."

J'onn smiled back. "Not at all." he answered. "I would be _glad_ to…" but he suddenly stopped, his expression growing distant.

Professor Xavier looked concerned. "Are you alright, J'onn?"

J'onn didn't answer; his mouth opened slightly, but no sound came out.

"You okay, Big Green?" Iceman asked.

Ghost looked stricken. "If something's wrong, _please_, tell us…"

J'onn's expression suddenly turned firm. "All of you, _please_, keep quiet." he said. "I _must_ concentrate."

Mystique looked concerned. "J'onn..?"

"_Please!_" their Martian friend insisted. "I _must_ have utter focus, so in Vothanos' name, keep your voices and thoughts _silent!_"

_That_ made them all freeze; J'onn was often the quietest, most soft-spoken individual they had _ever_ met – if this was something that had made him use the name Vothanos – the Martians' name for God – then it _had_ to be important. "You all heard him." Professor Xavier said. "All of you, raise your mental shields and keep your thoughts as quiet as possible."

The entire room went utterly silent as J'onn concentrated, his crimson eyes closed tight; only Professor Xavier could sense what J'onn was doing from behind his mental barrier – J'onn was reaching out with his telepathy to the stars above, _listening…_

Suddenly, J'onn gasped, his eyes going wide. "Can…Can it be..?" he murmured.

"What is it?" Leap asked.

The Martian Manhunter turned to Superman. "Kal, we _have_ to get to Mars. _Now._"

Superman was instantly concerned. "What's going on?"

"I just received a telepathic message from Mars; at least one of my people is still alive."

"_What?_" Power Girl exclaimed.

"Are you _sure?_" Reed asked.

"I sensed her telepathic call _myself_, Reed! _I'm sure!_" J'onn shouted.

"Hey, take it easy, big fella." Ben said. "No need to get riled up."

At that, J'onn calmed. "My…my apologies," he said, "but we _must_ get to Mars as soon as possible."

Superman nodded. "The _Argo_ should have no problems in getting us there; did this other Martian give any details on the situation?"

"No; she was too weak to keep the signal going long enough." J'onn answered. "We have to mount a rescue mission, _immediately._"

"We _will._" Superman agreed. "We should only involve a few members of the League; Green Lantern has the best mobility in space – him plus the two of us should be fine."

"Not _alone_, you won't be." Sue said.

Reed nodded. "The four of us will be glad to assist."

Johnny chuckled. "Besides, Reed'll have a hissy-fit if you guys go to Mars without him."

"Can it, Matchstick. This is serious." Ben said.

"I'll go, too." Mystique said.

"As vill I." Nightcrawler said.

Superman nodded, and then turned to Gambit. "Remy, your ability will be useful in case we need precise demolitions…"

"Say no more, _homme_; Gambit be glad t' 'ssist."

"Good." Superman said, before turning to Rogue. "We may need to double up on some tasks, Rogue; you up for it?"

Rogue chuckled. "Whah not?"

"The others should remain here," Storm suggested, "in case anything happens while your team is temporarily understaffed, Kal."

"Okay by us." Avalanche said.

Superman looked concerned. "We may need one or two more, preferably who have a good handle on extra-terrestrial environments." he thought aloud.

"_Perhaps I might be of help, Kal._" Android said. "M_y initial directives involved extra-terrestrial infiltration._"

"Okay, Mark." Superman agreed.

"Well, the rest of us probably won't be any help." Angel said.

"Yeah." Leap agreed. "Visiting other planets wasn't covered in any session we've ever…"

"Ahem." Siryn spoke up. "_I_ might be of some use."

Superman frowned. "Siryn…"

Siryn's expression hardened. "I am capable of levitation, teleportation, energy-projection, and a myriad of other abilities; furthermore, my training before coming here included extra-orbital simulations – granted, my Papa held his doubts that I would ever actually _need_ such training, but he left _nothing_ overlooked. _Deny_ that you could use me, if you can."

Power Girl fixed Siryn with a glare, but Superman remained silent. "Alright." he said softly.

Siryn beamed. "I _knew_ you would see reason." she cooed. "I will go and prepare; rest assured Kal, I won't let you down…" she fixed the Four, Reed in particular, with a glare, before she finished her sentence archly, "…unlike _some._" With that, she walked off.

"_Sheesh!_ What's _her_ problem?" Johnny muttered.

Ben frowned. "Hey, Supes, is _that_ Doom's kid?"

"Yep."

Sue frowned. "And we actually _want_ her on this mission?"

"We don't have time to argue." Reed said. "If this other Martian is in trouble, we may need all the help we can get."

J'onn nodded. "I will notify the rest of the League as to what has happened; we will head to the Watchtower, to prep for departure."

Superman turned to Power Girl. "Ali, I may need a little help getting the _Argo_ ready."

Power Girl nodded. "No problem, _tausha_; I'll help." With that, Superman and Power Girl turned to leave.

"J'onn?" Mystique asked. "You said that this other Martian was a 'she'; did you know her?"

J'onn's expression turned pained. "Yes." he whispered. "Her name is Xi'aa." His next words shocked them all.

"She is my _wife._"

XXXXXXXX

_North Pole_

Within minutes of departing from the Institute, Superman and Power Girl were flying over the polar ice, fast approaching the Fortress of Solitude, flying in silence as they considered what J'onn had told them.

Ever since they had rescued him from the F.O.H.-occupied Roswell facility, J'onn hadn't gone into much detail about his past; he had mentioned his wife and daughter – Xi'aa and K'imm – but he hadn't mentioned much more than that, because it was more than likely too painful for him.

Superman _knew_ what it was to lose an entire world…but it was _one_ thing to have learned of that loss from far away.

It was quite _another_ to have watched it happen, and been unable to stop it.

"_Tausha?_" Power Girl asked. "Do you really think that J'onn's wife is okay?"

Superman looked worried. "I sure _hope_ so, _taushi._"

Power Girl nodded. "I guess we'll find out, when we get there."

Superman's expression turned stricken.

"You _did_ want me to come with you…_didn't_ you?"

Superman stopped his flight, hovering in mid-air, prompting Power Girl to stop, hovering in front of him. "I'm sorry, Ali," he said, "but I _need_ you to stay here."

Power Girl looked stricken. "You just expect me to let LeRoux go to Mars with you _alone?_"

"We _won't_ be alone, _taushi_; Reed and his team, along with J'onn, Green Lantern, Rogue, Remy, Kurt, and Mark will be there, too, remember?" Superman gently chided. "You can trust me."

"It's _not_ you that I don't trust, _tausha_." Power Girl retorted. "You saw how _interested_ she got about that crystal-processor! Do you _really_ want to let her get a look at the _Argo?_"

Gently placing his hands on her shoulders, Superman looked into her eyes. "_Alia,_" he said softly, "I would _love_ to have your help on this mission, but I _need_ someone to help the League while we're gone; we're going to be missing three of us as it is, and if something happens, I _know_ I can trust you to help."

Power Girl smiled wistfully. "_Cheater._" she muttered. "You don't fight fair."

"What? It's _true._" Superman said innocently.

Power Girl chuckled. "I'm _still_ not happy about you being on a mission with…_her._"

"I'm not exactly thrilled about it _either_, Ali," Superman said, "but she's right about _one_ thing: she _is_ good."

Power Girl sighed, frowning; like it or not, her Clarkie was right – Siryn was currently the closest New Mutant to making X-Man. Her skill was unquestionable. "Is it _too_ much to hope for an airlock-related accident?"

Superman laughed. "Ali…"

"What?"

Superman just chuckled. "Let's just get going." With that, they resumed flight, heading for the Fortress at top speed.

Within minutes, they had reached the massive, crystalline stronghold, where Superman promptly decoded the intricate lock, letting them into the Fortress' Main Hall, with the lock re-randomizing itself behind them. "Fortress," Superman instructed, replacing the crystal-processor into a nearby terminal, letting the Fortress reintegrate it into its systems, "prepare eleven Atmospheric Field-Generators, equipped with emergency teleporter-beacon in event of failure; key beacon to the _Argo's_ teleporter unit, and set for _immediate_ retrieval in event of field failure. Send Generators directly to Vehicle Bay."

"_Acknowledged._"

Turning to Power Girl, Superman added, "Last I checked, the _Argo_ was good to go, but we should still perform a pre-flight check on her."

"Right." Power Girl agreed. With that, the two of them headed to the Vehicle Bay.

Arriving in the Bay, Superman saw the eleven black disc-like Generators lying on the side workbench, just a few feet away from a small-house-sized, parallelogram-shaped craft, with a white, crystal-metal-hybrid hull, a highly-resistant screen in the fore of the ship, about a foot above where the lower end tapered to a point, whereas the aft of the ship was a bit more spread out, with a few crystalline spokes at the aft end.

Power Girl gave the vessel a once-over with her X-Ray vision…before smiling approvingly. "You've been tweaking her."

Superman shrugged. "I just had to make a few adjustments on her Trans-Warp Drive," he admitted, before gesturing to the rear spokes, "plus, I gave her a secondary ion-based propulsion system; it's not as powerful as her main engines, but it's no slouch, and it's _quiet_ – good for sneaking past unsuspecting space-cruisers, as well as deep-sea missions. I've also modified a few Maintenance Drones to adhere to a second ship's hull and extend the _Argo's_ protective field around it during Trans-Warp."

Power Girl nodded, before bringing up a nearby computer terminal mounted in the wall, bringing up the diagnostic holographics. "EPM levels?" she called out.

Superman quickly brought up a second holographic interface. "I'm reading both Entropic Power Modules at 100 percent."

"Propulsion?"

"In the green."

"Comms?"

"Clear."

"Shields and armour?"

"Running strong."

"Weapons and countermeasures?"

"Locked and loaded."

"Trans-Warp Drive?"

"Running hot and steady.

Power Girl nodded. "Think we should include a few Sensor Drones? We should be able to cover a wider area that way."

Superman nodded. "We might want to bring a couple of Swarms, too, just in case; anything could be out there…like our old pal Ronan."

Power Girl shuddered. "Don't remind me." she muttered. "Still, the Swarm-Drones are a good idea." She quickly began entering the comands instructing the Bay to begin loading the _Argo_ with four Sensor-Drones and two Swarm-Class Attack Drones.

"Sounds like that covers it." Superman said, switching off his terminal. "We'd better get going." At that, Power Girl nodded, before switching off her own terminal, letting the _Argo's_ blue-white teleporter beam engulf both her and Superman, bringing them both into the ship's off-white, crystalline cockpit. Sitting down in the pilot's seat, Superman placed his hand on the activation panel on the crystalline control console, bringing up the ship's holographic HUD on the wind-screen as Power Girl sat down in the co-pilot's seat. As Superman powered up the _Argo's_ engines, its twin engine-pods extended out from the sides of the ship, before the ship began to hover above the floor, as Superman guided it out, flying it up into outer space, towards the Watchtower.

They had a rescue to carry out.

XXXXXXXX

_Watchtower, earth orbit_

'_This shouldn't bother me._' Mystique thought to herself, as she stood in front of the Monitor Womb's viewing-window, looking down at the Earth below.

After she and the rest of their little rescue-team had arrived at the Watchtower via the Javelin-1, J'onn and Green Lantern had briefed them on what to expect during a space-mission, what to watch out for; after that, the Fantastic Four had headed to the Tower's vehicle bay, to retrieve whatever they would need from their vehicle, the Fantasticar. Presently, things were quiet on the world below, and the rest of the League had joined them aboard the station…but at the moment, Mystique was by herself.

She really had no reason to feel glum. '_So J'onn wants to rescue his wife. There's nothing wrong with that._'

That was what she told herself, at least.

Her experience with men was minimal, at the best; initially, that hadn't been her decision – as there hadn't been many willing to date a girl with blue skin – but later in life, she'd given up on romance entirely. Sure, she'd had a – thankfully – brief fling with Sabretooth, but that had been job-related – he'd been after a target she had been assigned to protect…and _that_ admittedly-unholy union had created a child she'd abandoned to Victor's tender mercies…to her unending shame.

Her next choice had been better, she admitted; in a human guise, she'd met and seduced a prominent German businessman while carrying out corporate espionage; she'd genuinely felt something for him, and it had seemed mutual, despite the fact that he would have likely thrown her to the dogs had he known her _true_ colours…

…but that had all changed the very _second_ that her little Kurt had been born, forever shattering Raven's faith in men…

…until J'onn had come into her life.

Even then, Raven had told herself, after getting to know him a bit, that she and J'onn were just too _different_ to work out, even _without_ the fact that he was from Mars. In the past, she'd used her powers for her _own_ benefit, while J'onn had used them in defence of his world; she'd been a _mercenary_, believing in only herself, where he'd been a Martian _patriot_, sworn to serve and protect his world, even at the cost of his _life._

Still, Raven figured that, if she were ever to come up with her definition of an ideal man, J'onn would fit the bill, or come pretty damn _close._ He was a kind, gentle soul, with a quiet strength and dignity, and an aura of reassuring command mixed in. He'd been a soldier – a _General_ – and he still had a soul. Not only that, he'd _clearly_ been a wonderful husband and father, if the few times he'd spoken of them were any indication; he'd definitely _loved_ his family – it was all over him.

And, if she was being _completely_ honest with herself, he was a _looker_, green skin be _damned._

But his wife was still alive…and he was _clearly_ still madly in love with her, if the way he'd rushed them up here was any sign of it.

'_It just goes to show you._' Raven thought bitterly. _Every_ man on the planet was flawed. Sabretooth had had too many flaws to _count._

Kurt's father? A racist bigot.

And J'onn's flaw? He was _taken._

And the _real_ bitch of the matter was that she couldn't even be mad at him about it; in a world where affairs and divorces were rapidly becoming the norm, a man _that_ devoted to his wife was a rarity, almost to the point where some – including Kitty, Raven knew for a fact – would call it romantic.

Still, Raven should have known better than to start getting her hopes up.

Suddenly, the Watchtower's proximity alert went off. "Sounds like Big Blue's gotten his space-buggy up and running." Flash said. At that, the entire group headed down to the vehicle bay, to meet up with Superman.

They all reached the bay just as the _Argo_ touched down on next to the sleek Fantasticar, before Superman and Power Girl 'ported out. As she gazed upon the gleaming hull of the Kryptonian _Swift-Justice_-Class Speeder, Siryn smiled. "_Impressive._" she purred. "Much like your Watchtower."

Hawkgirl frowned. "She never quits, does she?" she asked flatly.

Superman just shook his head, before tapping his belt-communicator; at once, two spiky, spherical, crystalline automatons, each around the size of a medicine ball, flew out of the _Argo_'s engine pods, and adhered to the hull of the Fantasticar. "These Maintenance Drones have been modified to extend the _Argo_'s protective field around the Fantasticar, so that it can follow us while we're in Trans-Warp."

Reed nodded. "Mighty decent of you."

Superman and Power Girl then began to distribute the Atmospheric Field-Generators. "Most of you likely know this, but these are Atmospheric Field-Generators; they'll allow you to breathe on Mars without a space-suit, and they have an emergency beacon that will 'port you back to the _Argo_ if they become damaged or start to fail." Superman explained.

"I will not require one." J'onn said. "My people have adapted to breathing the air on Mars' surface; it is not exactly pleasant, but I can manage."

"_I will not require one, either,_" Android added, "_as I do not require oxygen._"

"My energy-fields can provide me with all the air I need." Green Lantern said. "I'm good as is."

Superman nodded, lightly chuckling. "Well, I guess we'll have spares." he said, before turning to Johnny. "And Johnny, you'll be happy to know that this will supply enough oxygen use your powers, but it wasn't _designed_ to fuel your fires, so if you hear it start to beep, and you start feeling dizzy, you need to let it catch up."

"If it starts beeping, and I'm dizzy, I flame off. Got it." Johnny agreed, as he and his teammates promptly clipped their generators to their belts, along with the others.

Wonder Woman smiled at her teammates. "Be careful, out there."

Aquaman nodded. "Try not to make _complete_ asses of yourselves." he quipped.

Green Lantern chuckled. "We could say the same to _you._"

Batman's expression hadn't changed. "Get back as soon as you can; we can't afford to be short-handed for too long."

Power Girl looked mildly insulted at that, but Superman placed a reassuring hand on her arm; Batman was just being Batman. "We'll try." he answered.

Power Girl lightly smiled. "Just come back in one piece, okay?" she whispered.

"I promise." Superman answered, as he smiled. "I'm sure Wonder Woman won't mind an extra pair of eyes on her patrol, right?" he added.

Wonder Woman's smile grew. "Not at _all._"

Power Girl's smile grew at that…and then collapsed into a frown at Siryn's words. "Don't worry, Blaire; _I'll_ look after dear Kal for you."

Rogue scoffed. "_That's_ what she's _afraid_ of, Yer Hahness."

Gambit chuckled. "_Good_ one, _chere._"

J'onn's expression turned grave. "We cannot delay any longer; we _must_ get going!"

"We will." Superman assured him, before he nodded to the rest of their team; quickly, the Fantastic Four boarded the Fantasticar, while Superman tapped his belt, activating the _Argo_'s teleporter beam, 'porting himself, the Manhunter, Green Lantern, Nightcrawler, Rogue, Gambit, Mystique, Android, and Siryn into the Speeder, as the rest of the League promptly vacated the vehicle-bay. Once the bay was evacuated, Superman reactivated the _Argo_'s engines, guiding it into space, followed by the Fantasticar.

In the _Argo_'s cockpit, Siryn looked around. "Well, this vessel is _quite_ the smooth ride." she commented. "What did you say it was called?"

"The _Argo._" Superman answered. "And as for this ride being smooth, I'd suggest you stay seated; this baby gets a little peppy at trans-light speeds."

Green Lantern chuckled. "Ain't _that_ the truth."

Just then, Reed's voice came in over the radio. "_Fantasticar to Argo; we're ready when you are._"

"Roger that, Fantasticar." Superman answered, as he started typing commands into the ship's control console. "We're preparing to go to Trans-Warp; stand by."

Casting a discreet glance towards J'onn, Mystique saw that their Martian comrade was completely silent, deep in thought. Looking away, Mystique sighed to herself; she wanted to speak to him, but she just didn't have it in her…

"Mother?" Nightcrawler asked. "Are you alright?"

Looking up, Mystique managed a smile. "I'm fine, Kurt; just a little nervous – it's just my first time going faster than light."

"Mine, as well." Siryn added, looking thoughtful. "It is a most interesting notion; after all, it isn't every day that Einstein is proved incorrect."

"_It would be more accurate to say that Albert Einstein's conclusions were __**incomplete.**_" Android said. "_Einstein possessed little to no information of quantum theory at the time of his research; had he possessed such information, he would have undoubtedly revised them._"

By then, Superman had finished his calculations. "_Argo_ to Fantasticar; we're ready to go to Trans-Warp; hang on to your seats – this could get _bumpy._"

Ben's chuckle came in over the radio. "_Hey, it __**can't**__ be worse than Matchstick's driving._"

"_Hey!!_"

Superman just chuckled, as he started to power up the _Argo_'s Trans-Warp Drive; outside the ship, twin pylons began to extend away from the engine-pods, quickly energizing, as a faint field briefly appeared around the Speeder, extending around the Fantasticar as well – the _Argo_'s spatial integrity field, which reinforced its regular shielding, protecting the craft from the stresses of trans-light velocity. "Okay, guys," Superman warned, "here we go..!" And with that, he activated the Drive.

Outside, the _Argo_'s pylons flared to life, and the Speeder streaked away at Trans-Warp speeds, towing the Fantasticar with it, heading towards Mars.

XXXXXXXX

_Mars_

The Martian surface was utterly silent as the globular, semi-organic-metal probe glided across the Red Planet, taking its last few readings of the planet, before flying back up into space, out of orbit, and flitting further into deep space…

…where the dozens of triangular-shaped, semi-organic Chitari fighters, along with several much larger Chitari cruisers, were waiting for it.

As the probe docked with the immense Chitari flagship, aboard the flagship's bridge, numerous Chitari officers, their flesh-coloured, bulbous, tentacled, multi-pedal forms adorned with green-metal medallions on their upper torsos, scurried about, performing their duties. After checking its data again, its beady eyes squinting as it did, the Chitari sensors-officer – a Lieutenant by Earth standards – scurried to the command chair, crossing its main tentacles and bowing low in a gesture of respectful subservience to the senior officer, whose full, green-metal, single shoulder-pad and dominant pheromones marked it as an Admiral.

As the Admiral nodded in indifferent recognition, the Lieutenant began its report in the guttural, half-spitting babble of the Chitari language, which translated – _roughly_ – as, "_The probe has delivered its report, Excellency._"

The Admiral's eyes narrowed. "_And?_"

The Lieutenant's pheromones betrayed joy. "_And our contact spoke true; with the exception of one life-sign, the planet is completely dead._"

The Admiral restrained its joy-pheromones; premature celebration was all-too-often _fatal._ "_And the planet's defence network?_"

The Lieutenant quickly checked its data. "_It is inactive, Excellency. Based on the reports of our last…excursion to this system, a single life-form will not be able to reactivate it. We need fear nothing from this world._"

The Admiral kept its composure. "_Is there any sign of additional threats?_" it inquired.

"_Negative, Excellency; there is no sign of the Earthlings having detected us. We were able to avoid their pitiful deep-space probes._" the Lieutenant reported. "_However, there are traces of anomalous power-signatures in this system…signatures eerily similar to the World-Gate…_"

"_Pay them no mind, Lieutenant; they are undoubtedly simple sensor irregularities._" the Admiral said firmly. The people of Krypton were _dead_, and good riddance to them. The Chitari Federation had come to blows on occasion with those insufferably arrogant creatures in their ancient search for a homeworld…and had been soundly beaten each and every time.

It was no small wonder that the word "Krypton" had become a profanity amongst their people; Kryptonian arrogance still lingered, even after their destruction: their revolutionary World-Gate network was forever locked, now no more than a landmark to "non-Kryptonians."

"_Yes, Excellency. My apologies._" the Lieutenant said, before looking up. "_There is one other matter that Engineering wished me to broach with you, Excellency, concerning the defence network; our Engineers feel confident that, with a few hours' work, we can reactivate the network and reconfigure it for long-range fire…of sufficient range to strike Earth. Our sensor readings seem to support this._"

The Admiral's eyelids momentarily widened in a pleased expression, before it spoke. "_What would be required?_"

"_Merely an Engineering team – eight of our best – and a standard supporting squad; twelve soldiers, no more, Excellency._"

The Admiral nodded in confirmation. "_Proceed._" it ordered. "_And send another squad to wipe out that last life-form; we lost Earth last time because Infiltrator Kleiser was careless. I will not make that mistake._"

The Lieutenant nodded. "_Yes, Excellency! Thank you, Excellency!_" With that, the Lieutenant scurried off, to carry out his superior's orders.

Glancing to the viewing-screen, the Admiral took sight of the magnified view of the beautiful green world they had come for, the world that they would soon call home. For so many years, their people had wandered the stars, searching for a new home, after their old one had lost the ability to sustain them…and now, it was within their grasp.

All they had to do was destroy the pitiful species of bipeds that currently inhabited it…and with the power of this dead world's defence network, doing so would be _child's play._

XXXXXXXX

The black of space was deathly silent above Mars, illuminated faintly by the light of distant stars…

Suddenly, the very fabric of space _rippled_ as the _Argo_ came out of Trans-Warp, followed by the Fantasticar. Inside the Kryptonian craft, J'onn nearly fell out of his seat; the initial shock of entering Trans-Warp, followed by the incredible shift in inertia upon leaving it, was _overpowering._

Siryn was clearly as shaken as he was. "'Peppy' is an _understatement._" she murmured.

Superman softly chuckled. "_Argo_ to Fantasticar; you guys okay?"

"_Last time we let __**you**__ drive, Supes._" Ben quipped.

Slowly, J'onn rose from his seat, walking towards the front of the cockpit, as he gazed out at the red planet they were now orbiting.

Green Lantern lightly smiled. "Welcome home, J'onn."

"Okay, Big Green," Gambit said, "where do we got t' go?"

His expression turning grave, J'onn pointed to the holographic map of the planet, gesturing to an area near a large mesa. "_Here._"

Nodding, Superman began to plot a course down to the planet; slowly, the _Argo_ began to turn into a stable re-entry, followed by the Fantasticar; in minutes, they had entered the atmosphere, and began the careful process of slowing their descent, until their flight-speed was under control, before touching down a few miles away from the impressive rust-coloured Martian mesa.

Powering down the engines, Superman entered the commands to launch the Sensor Drones; outside, four smooth, spherical Sensor Drones flitted out of the launch-pods alongside the _Argo_'s engine-pods, flying off to scout the area as the ship's engine-pods retracted. Inside, Superman turned to the others. "Okay, guys; let's stick together and keep our eyes _open_, understand?"

"No problem." Rogue said.

"_Affirmative._" Android agreed.

"Okay." Superman said, before tapping his belt-buckle, activating his nano-suit; immediately, the trillions of nano-bots stored in the buckle began to spread over him like liquid metal, turning his uniform silver, with the crest of the House of El going pure white, and his cape now silver-coloured, with silver gloves covering his hands, and a sleek silver helmet, with a holographic visor over his head. Suddenly, the Atmospheric Field-Generators on the others' belts all flared to life, seconds before the _Argo_'s teleporter beam engulfed them, 'porting them outside.

By the time they had 'ported out of the _Argo_, the Fantastic Four had already disembarked…and were quite astounded by the fact that they didn't need their bulky space-suits. "Amazing…" Reed murmured.

"Gotta hand it to your people, Supes: you guys came up with some handy gizmos." Ben said.

"_Mein Gott…_ve are _actually_ on Mars…" Nightcrawler murmured.

"Yeah…" Rogue agreed, looking around the barren landscape. "No offence, J'onn, but yer planet ain't that home-lahke."

J'onn chuckled softly. "It wasn't always like this." he whispered. "My world was once green and verdant, many centuries ago, until a massive asteroid impacted it, altering its orbit, pushing it further from the sun. We had to adapt to survive our planet's harsher climate…but we managed." He smiled gently. "And we don't call ourselves Martians; Mars was merely the name your astronomers gave our planet."

"Well, what _did_ you call yourselves?" Sue asked.

J'onn's expression saddened. "We called ourselves _mar'u'ni._"

Siryn blinked. "Meaning..?"

"_People._" J'onn answered. "And our world was simply _mar'u'noth: home._"

Ben smiled. "Short an' sweet." he said. "Sounds like you guys were a smart bunch."

"So…what 'appened?" Gambit asked.

J'onn's expression turned grim. "You…you are familiar with a space-faring species known as the Chitari?"

"Cap ran into a few of them back in 1945, before he was frozen in the Atlantic." Superman answered. "My people had sporadic encounters with them in the past, as well."

J'onn nodded. "The Chitari are a nomadic race; they occupy one planet, drain its resources, and then move off and repeat the cycle." he said. "What Captain America – what _all_ of you – did not know is that the handful of Chitari he encountered in 1945 was merely the first wave of what was to be a much _larger_ campaign, or that the entire Chitari fleet had arrived in this system ten years previous."

His expression became terribly haunted. "You never knew that…because they had come for _us_ first; the main fleet attacked our world for ten years." he whispered. "Our technology was superior…but they outnumbered us a hundred-to-one…" J'onn closed his eyes. "We fought so very fiercely…"

No-one spoke at that revelation, leaving J'onn with only his memories, which welled back up to claim him…

XXXXXXXX

_Mars, Earth date 1945_

_The surface of the planet known as Mars was pock-marked and scarred as the laser-cannons of the orbiting Chitari ships continued to pound away at the red planet. Their bombardment came faster, now, as their scans had revealed that the remaining inhabitants of their last underground city, Mar'u'nopolis, were developing something; something that they thought could defeat them…_

_Suddenly, a barrage of laser-beams lanced up from the surface of the planet, incinerating the squadron of Chitari bombers before they could start their bombing run, as eight silvery-metal flying saucers flew up from the surface of the planet. Once the saucers were clear of the planet's atmosphere, they began to change; their outer dishes opened and expanded, shifting and rotating 90 degrees around their central spheres – the cockpits – revealing more powerful weapons, and increasing their engine output and maneuverability._

_Inside the lead fighter, J'onn J'onzz, Supreme Commander of the Planetary Vanguard, glared at the targets on his ship's HUD, his red eyes narrowed. "Alright, men," he said through the fighter's communicator, "you know your duty: keep these Vothanos-bedamned creatures off-guard until the defence system is up-and-running! __**For our planet!**_

_With that, the eight fighters broke formation and attacked the Chitari fleet. Flying towards the nearest Chitari Cruiser, J'onn opened fire, blasting two Chitari fighters with pin-point accuracy, before he saw a third vessel closing at eight low…which was shot down by his wingman. The deep laugh of his old comrade Re'nar J'odd came in over the radio. "Still forgetting to watch your back, J'onzz?"_

_J'onn chuckled. "That's what I keep __**you**__ around for, Re'nar."_

"_Ugh; I __**always**__ get stuck with the __**nasty**__ jobs…" And he punctuated that sentence by firing a salvo of plasma missiles, incinerating a full squadron of fighters, giving two more of their fighters a clear attack-run on the Cruiser; the two saucer-craft opened fire with everything they had, tearing through the Cruiser's shields and ripping into its hull. In seconds, the Cruiser erupted in a massive explosion._

_With their target dispatched, J'onn turned his fighter and flew to another section of the engagement zone, where more bombers were massing; a salvo of missiles quickly destroyed them. Spotting a fighter going after In'dor R'ekk's ship, J'onn quickly turned and flew after it; as the fighter closed on him, In'dor frantically fired on it, missing repeatedly – he was still a rookie, fresh out of training. By all rights, J'onn shouldn't have ordered him up here, but they'd had no choice._

_They were the only Vanguard pilots left._

_Locking onto the fighter, J'onn fired a missile, blasting the Chitari ship apart. "T-Thanks, sir." In'dor stammered._

_J'onn nodded. "Just keep your eyes open, boy."_

"_Y-Yes, sir." In'dor said. "There's…there's just too many of them…"_

_Suddenly, out of the corner of his eye, J'onn spotted a Chitari missile heading for another of his wingmen, Ry'nek V'arr, one of the Vanguard's top guns. "Ry'nek, LOOK OUT!!"_

_With the deft flying of an ace, Ry'nek maneuvered his craft partially out of the way, but the missile still clipped him, damaging his engine and sending him into a slow spiral towards the planet below. "I'm hit, sir." Ry'nek's calm voice came in over the radio._

_J'onn grimaced. "Restart your ship, Ry'nek; we'll cover you…"_

"_No good, Commander; auto-mixer's gone. I'm dead in space." Ry'nek said. "I've got a good bead on that Cruiser; I'll soften him up before I hit atmosphere."_

_His tone turned soft. "Get 'em for me, guys." With that, his ship fired a full salvo of lasers and missiles, utterly destroying the nearest Cruiser's shields, before it hit the planet's atmosphere, glowing red from re-entry._

_He was gone._

_His jaw clenching, J'onn fired a salvo of missiles at the Cruiser, destroying it. "J'onzz to all fighters: form on my wing! We'll sweep these bastards and hit 'em hard! Our people almost have the system working; we've GOT to give them more time!!"_

_At that, the remaining saucer-fighters formed up, as they flew through the assembled Chitari fleet, blasting every fighter and every Cruiser that came in their path…but for every ship they felled, two more came at them._

_By then, a Cruiser had moved into a closer orbit over the planet…where it fired a salvo of countless missiles, with rotating heads, capable of boring through bedrock and reaching their underground city…and equipped with nuclear warheads..!_

_J'onn's eyes went wide. "SHOOT THOSE MISSILES DOWN!!" he shouted; instantly, all seven fighters opened fire on the missiles, blasting them out of the sky, until only three remained…_

_Suddenly, a squadron of fighters swarmed them, as the Cruiser opened fire with its lasers, incinerating two of their ships. The remaining five fighters were forced to scatter. J'onn blasted one fighter after another, trying to get a fix on the missiles, now glowing red from re-entry…_

…_until he saw In'dor's ship dive after them._

_Keeping his ship under control, In'dor shot down one missile…then another. He tried to fire on the third, but his ship was shaking; it was coming apart..!_

"_In'dor! Close your dish!" J'onn shouted. "The attack-wing can't handle atmosphere! You'll burn up!!"_

"_I-I can get it, sir!"_

_J'onn grimaced. "Dammit, In'dor, that's an ORDER!!"_

"_There's no time!" In'dor cried, continuing to fire on the missile. "I can get it!"_

_His last words echoed with sheer desperation. "FOR OUR PLANET!!"_

_And with that, he blasted off the rotating head, before his fighter's dish collapsed, his fighter dropping like a stone, incinerating before he was half-way through._

_With its rotating cap gone, the missile couldn't bore through…but it was going to hit the bedrock above their city, and undoubtedly cause a cave in, and there wasn't time to shoot it down..!_

XXXXXXXX

"J'onn?"

Superman's voice shook J'onn out of his memories. "Are you okay?"

J'onn managed to find his voice. "I…I _will_ be."

The others were silent for a moment. "Something tells me," Reed said softly, "that if it wasn't for your people, the Chitari would have taken over Earth, sixty years ago."

"Yeah." Johnny said. "We owe you, Big Green."

J'onn grimaced momentarily, before recomposing himself. "I sensed Xi'aa's signal from this direction." he said, gesturing towards the east side of the mesa.

Superman nodded. "I'll direct the drones to focus their scans on that area." he agreed. "We'd better get moving." With that, the entire team headed towards the eastern part of the mesa; as they walked, J'onn was torn between hope and dread.

Hope that his wife was still alive…

…and dread that he would have to see the remnants of the people he'd failed to protect.

XXXXXXXX

_Earth, New York City_

The black van's tires screeched as the van sped through the New York streets, with several police cars hot on their heels…but as far as the three bank-robbers were concerned, New York's finest were the _least_ of their worries.

As the van rounded a corner, the crook in the back opened up a round of machine-gun fire on the pursuing police, puncturing the tires of one car and causing it to swerve, blocking off the others. The thug laughed triumphantly…but his rejoicing was premature.

Diving out of the sky, Wonder Woman closed on the van in seconds, drawing her lasso and throwing it with expert accuracy, snagging the criminal by his arms and yanking him out of the vehicle. As she touched down, Wonder Woman momentarily glared at the thug she was grasping by the collar, before switching on her communicator. "Warrior Princess to Nightingale; they are headed east. I've detained one, but there are two more, and they are undoubtedly armed."

"_Understood, Wonder Woman; we've got it covered._"

By then, the van was heading towards the east-side seaport, where they could, with any luck, hop on a ferry and lay low…but those plans quickly went down the toilet, as a golden, hard-light barrier formed around their front bumper, while something _else_ grabbed hold of their back bumper, forcing them to a stop, as Power Girl dropped out of the sky, touching down in front of the van, her eyes narrowed. Before the two thugs could even react, Power Girl grabbed them with light-fields and yanked them out of the van. As one crook started to draw an automatic, Power Girl darted at him at super-speed, sending him flying with a punch, before intercepting him in mid-air, grabbing him and tossing him into the other.

As the crooks struggled to get up, Power Girl smiled slyly. "Which of us would you _prefer_ to deal with?" she asked sweetly. She gestured to herself. "_Me?_" She then pointed to the back of their van, where Krypto was walking towards them, holding their rear bumper in his teeth. Krypto then spat out the bumper, before baring his teeth and _growling._

"Or _him?_"

The crooks made the smart choice: they surrendered.

By the time the police arrived and took the three thugs into custody, Wonder Woman, Power Girl, and Krypto had withdrawn to a nearby rooftop. As the police led the crooks away, Wonder Woman glanced to Power Girl. "Good work," she said, before her smile turned gently chiding, "but weren't you a bit _harsher_ than necessary?"

Power Girl frowned. "No more than _you_ are, at times."

Wonder Woman's smile became a bit strained. "Yes, I know when force is necessary," she replied, "and when it _isn't_." Her tone turned lighter. "On Themyscira, my sisters always _refused_ to spar with me when I was _that_ fierce; they knew enough to let me cool down."

As she'd expected, the younger girl took the opening. "So I had to blow off a little steam. Big deal."

Diana's smile grew. "As I thought." she said. "This wouldn't happen to be related to a certain space-mission, would it?"

Power Girl's frown grew. "I _know_ why Kal needed me to stay here." she muttered. "I _know_ that I can trust _him_, but…"

"…but not her." Wonder Woman finished.

Power Girl's eyes narrowed. "Would _you?_" she exclaimed.

"Given your past experiences with her?" Wonder Woman asked. "Perhaps not."

Power Girl shook her head. "It wasn't just _me_ that her…activities were aimed at." she said. "They were aimed at _all_ of us…but…but it feels like _I'm_ the only one still waving the red flag, at times!"

Diana's heart honestly went out to young Alison. "Siryn's treachery may have been directed at the X-Men, child, but with your and Kal's relationship, you're _bound_ to feel it more sharply."

Power Girl looked stricken. "And the worst part is, this _won't_ be the last time this is going to happen; Siryn's the best out of the New Mutants – she'll make X-Man, any time, now – so she'll be going on missions with us, more often…"

"…forcing you to trust her more." Wonder Woman finished.

Power Girl nodded. "How am I supposed to do that?" she cried. "How am I supposed to put my life in the hands of the woman who tried to break my _tausha_ and I apart on a regular basis?"

Wonder Woman sighed. "A true dilemma." she admitted. "I have no solution other than to discuss your problem with Siryn; ultimately, it will affect her as much as you, should she be promoted."

Power Girl groaned. "_Great._" she muttered. "_That'll_ be fun."

Wonder Woman chuckled. "I'm sure you'll make the right decision, child." she assured her. At that, Krypto barked in agreement.

Power Girl lightly smiled. "Thanks." she replied. "I guess we'd better get moving." Wonder Woman nodded, before she took to the air, followed by Power Girl and Krypto.

She'd meant what she'd said; she was confident that, in time, Alison would do what was right…for Diana knew that, within the younger girl's chest dwelled the heart of an _Amazon._

She only needed to truly _awaken_ that well of righteous flame…but when she _did_…

…Hera help any villain foolish enough to challenge her.

XXXXXXXX

_Mars_

The sun was still high in the red sky of Mars as the small group reached the rust-coloured mesa. "Okay," Johnny piped up, "now what?"

Walking to the rock wall, J'onn phased his hand into the rock…triggering the switch hidden deep within; automatically, the rock wall slid aside, revealing a dusty corridor of silver metal. "This leads to our last underground city." he explained. "The last of my people took refuge here, in the last days of the Chitari attack." With that, he headed into the corridor, followed by the others.

The corridor grew steadily darker as they walked through it, to the point where only Green Lantern's energy-field illuminated the corridor. After a few minutes, they were forced to stop, as the corridor had been blocked by rubble. His eyes narrowing as he used his X-Ray vision, Superman said, "The corridor looks pretty stable; we should be able to blast some of this out of the way."

Gambit chuckled. "Leave it t' Gambit, _mes amis._" he said, before walking to the rubble, and placing his hand on it, charging it with kinetic energy, causing it to glow.

As Gambit quickly retreated, Green Lantern quickly raised an energy-barrier, which Sue reinforced with a force-field…seconds before the rubble erupted in an impressive explosion, blasting away most of the rubble. "Green Lantern, Siryn, let's take care of the rest." Superman said.

Siryn smiled. "_Gladly._" she cooed.

"Let's help 'em out, Matchstick." Ben said. With that, Superman fired precision eye-rays, cutting away the rubble from the sides of the walls, his rays supplemented by Green Lantern's ring-beams, Siryn's mystic force-pulses, and Johnny's fire-blasts; once the rubble was loose enough, Superman and Ben simply pushed it out of the way, before the entire team continued on its way.

Before too long, they came to a steel door. "This elevator will take us down to the city." J'onn explained.

Reed looked thoughtful. "It appears to be out of power."

Android nodded. "_Allow me._" With that, he morphed his arm into a metallic tendril, before inserting it into the elevator's control panel, partially merging with it, and then charging it with his own generator.

Slowly, the control panel flared to life. "_Dr. Richards,_" Android said, removing his arm from the panel, "_I believe that this panel requires some reconfiguring, as its circuitry was damaged, undoubtedly during the battle J'onn mentioned._"

"Understood." Reed said, as he took out a micro-welder from the kit on his belt, before kneeling down to the control panel, and getting to work. "It looks like a few circuits were burned-out by overloads." Reed said to himself. "I'll just need to hook up a standard bypass…reroute power here…and…_there!_"

At that, the elevator door promptly slid open, allowing them to step inside. Once they were all inside, the doors slid shut, as the elevator headed down, deep into the crust of the planet. They travelled this way for several minutes, before the elevator stopped, allowing them to step outside.

The second they had, everyone _froze_.

The elevator had deposited them at the end of an incredibly vast cavern, illuminated by a glowing blue-green mass growing on the roof of the cavern…and within the cavern was an enormous, red-and-silver metal city, which now lay in utter ruins, but had clearly been breathtaking in its day.

"My _God_…" Reed whispered.

"_Wow…_" Rogue murmured.

"Amazing…" Mystique gasped.

J'onn could only stare mournfully at the ruined city, a pale shadow of its former glory, an empty shell…just like his beloved homeworld…

XXXXXXXX

_As the missile lanced down towards the surface of the planet, J'onn quickly hailed the city. "Attention base: this is your Supreme Commander! Evacuate the city! Repeat: evacuate the city! We have incoming..!"_

_But it was too late._

_The nuclear explosion rippled through the atmosphere of the planet, tearing the surrounding area to shreds…and tearing his heart in pieces…he'd failed…_

_Shaking himself out of depression, J'onn refocused on the task at hand; the missile had hit the mesa itself – there was still a chance that the city and its few remaining inhabitants had survived…but if they didn't stop the Chitari, it would all be for nothing. "J'onzz to Orbital Defence Command: is the system operational?"_

_Only static answered him at first…and then, "Affirmative…sir…ready…you are!"_

_J'onn nodded grimly. "Lock onto nearest Chitari battlegroup: fire when ready!" he ordered. "J'onzz to remaining fighters: break and attack!"_

_With that command, the four saucer-craft broke formation and attacked the Chitari fleet. Two of J'onn's wingmen incinerated four squadrons of Chitari bombers, and crippled two Cruisers before they were shot down, leaving only J'onn and Re'nar. "It looks like we won't be getting out of this one, old friend." J'onn muttered grimly._

"_I wouldn't say __**that**__, J'onzz." Re'nar exclaimed. "Look!"_

_Looking down at the surface of the planet, J'onn's eyes widened as he saw numerous, massive laser-beams lance up from the surface, utterly __**annihilating**__ numerous Chitari Cruisers, and incinerating any Chitari fighter that flew into their path._

_In a matter of seconds, the Chitari fleet lost over three-quarters of their forces._

_After about a minute of blasting, the remnants of the fleet began to pull back, heading for open space. "They're…they're breaking off!" Re'nar exclaimed. "Those bulbous bastards are giving up! We WON!! We..!"_

_But his exhultation was cut off as a Chitari laser, in an act of spite, blasted his fighter, destroying the upper half of his ship's dish-wing. "I'm hit!!" Re'nar cried. "Weapons are off-line! Fusion generator's going critical! She's going to breach!"_

"_Eject!!" J'onn cried out. "Re'nar, EJECT!!"_

"_No time!" Re'nar shouted. His tone turned fierce. "If I'm going down…I'm taking these bastards WITH me!!" With that, he turned his craft into a death-dive towards the nearest Chitari Cruiser, colliding with it just as his ship's power-generator went critical._

_The resulting explosion lit up space for light-years around._

_When the rubble cleared, only J'onn's fighter was left in orbit, as the remnants of the Chitari fleet moved on. Suddenly, he intercepted a message from the retreating Chitari…_

…_a message intended for the infiltration units on the neighbouring planet, the third from the sun: Earth. The ships in orbit were being ordered to land, and begin infiltration until reinforcements could arrive._

_J'onn was about to hail Orbital Defence Command…when he saw the massive energy spike from their base, as the system overloaded, and blew out, destroying the base. Their engineers had suspected that excessive use could overload the weapon, and had requested more time to properly test it…but he'd ordered them to hurry._

"_J'onzz to Command." J'onn whispered…and got no response. "Commander J'onzz to Defence Command; respond!"_

_No answer._

"_This is J'onn J'onzz calling Mar'u'nopolis! Please respond!"_

_No reply._

_His tone turned desperate. "Can anyone hear me?! Please, SOMEONE respond!!"_

_Nothing._

_Falling back against his seat, J'onn felt true panic grip him. He'd failed; he'd failed them all: his men, his world, his beloved wife, Xi'aa, and their daughter, K'imm._

_They were all gone._

_He was, almost certainly, the last of his people._

_J'onn did not know how long he sat there before he made his decision. Bringing up his ship's computer, he calculated how long it would take his ship to reach Earth at Maximum Burn._

_An hour. It would take an hour at non-stop Maximum Burn to reach Earth…but he would be going too fast to pull out; he'd all-too-likely burn up in re-entry._

_If his fusion generator didn't breach, first._

"_Computer," J'onn whispered, "access global communications: planet-wide broadcast." In seconds, he was live. "My name is J'onn J'onzz. I was…am…the Supreme Commander of the Planetary Vanguard. The Chitari have left us. We have won…though it matters little, now. I do not know if any of you can hear me; I do not even know if there are any others left alive. It is my intention to fly at Maximum Burn to the planet Earth, where the Chitari are attempting to infiltrate, with the intent to eventually subjugate its people…and that is something I cannot allow...though it is very likely that I go to my doom."_

"_It is my deepest hope that there are survivors upon our world, who may hear this message," J'onn whispered, his red eyes watering, "but if I truly am the last of our people…and if I must die…and if our people must die with me…then let it be in defence of freedom." He suppressed a gasp. "My name was J'onn J'onzz. For my world…for my people…and for my Xi'aa, I lived." His expression turned determined. "For their memory, I die."_

_And with that, he ended the transmission, before plotting his new course, and punching in a Maximum Burn; his ship blazed away, towards Earth, living his beloved red planet behind._

_Forever._

_The hour-long trip passed all too quickly for J'onn's liking, but it gave his tactically-trained mind sufficient time to develop a plan. The ships stationed at Earth were likely unarmed troop transports, with only a minimum complement of fighters: the standard Chitari infiltration force. They would likely come in low over Earth's atmosphere…where a hard enough strike would push them in too far, to burn up._

_At his current speed, he would only get one shot at getting them before he shot into Earth's atmosphere and burned up…but that was fine with him._

_He likely had nothing to live for, anymore._

_Suddenly, the planet popped up on his radar, before the beautiful blue world appeared in front of him. Minutes later, the Chitari troop transports, with __**no**__ fighter-support, appeared, flying low, just as he'd predicted._

_As he closed on them, he could hear their guttural chatter heighten in frightened pitch as they picked him up on their scanners; his eyes narrowed in fury, J'onn opened a broad-wave channel – he __**wanted**__ them to hear him._

"_RRRRRRRAAAAAAAAAAAAAHHHHHHHHRRRRRRRRRRR!!"_

_His roar of despairing rage nearly __**shook**__ the vacuum of space, terrifying the Chitari, as J'onn unloaded a full salvo of missiles, blasting each and every Chitari ship out of the sky as he shot into the blue planet's atmosphere. Out of the corner of his eye, he saw the three Chitari support-fighters fly out of atmosphere, and fired a few laser-volleys at them, damaging them enough so that they weren't likely to get far, before their lasers hit his ship, crippling his weapons, before flying off._

_As his craft spun out of control, some long-forgotten survival-reflex kicked in, and J'onn closed his ship's attack-wing, turning the craft back into a saucer, and slowing his descent. As his ship shot by, J'onn looked out the window, enjoying his last few moments._

_Blue._

_This world had liquid water…__**oceans**__ of it…_

_Green._

_There were forests on this world…forests almost without end…_

_The people here…they had been fighting a war, as well; he could feel them, now, without the chattering of Chitari thoughts to dull his telepathy._

_The war was over, now, and they were ready to rebuild._

_These people – humans – were a young race, younger than his, but they had potential. They might even be attempting space-flight, within a century from now._

'_People of Earth,' J'onn thought, 'if you should wander to my world, the world you call Mars…know that we walked there, before you…'_

_As his ship careened towards one of the larger land-masses on the planet, J'onn braced himself. The ground grew closer, and closer – he was going to land in a desert, eerily similar to his world…and then, he hit._

_The crash itself happened in a blur, leaving J'onn in disoriented agony. Already, he could feel the ship begin to automatically put him in stasis, to link to his subconscious to send a psychic message to his planet, telling them he was here…but that didn't matter, now._

_He was the last of his people…_

XXXXXXXX

"J'onn? Did you hear me?"

J'onn shook himself out of his memories again, turning towards Superman. "What?"

"I said the Sensor Drones have got a fix on a life-sign." Superman reported. "It's a few miles east of here…"

That was all that J'onn needed; he knew where she was.

At once, J'onn flew off, as fast as he could go, morphing back into his natural form as he did, becoming a seven-foot-tall, green humanoid, with no toes, four fingered-hands, and a sleek fin extending back from his skull, his uniform vanishing. In minutes, he'd arrived at the ruined building, its fairly large frame damaged beyond repair, its windows shattered.

It was his old home. _Their_ home.

Feeling his breath catching in his throat, J'onn touched down, before racing inside. "Xi'aa!!" he cried out. "_Xi'aa!!_"

"_J'onn…_"

J'onn felt his heart _stop_ as he slowly turned around…and saw her, leaning against the battered wall for support, her ruby eyes shining with happiness. "_I…I thought I'd lost you…_" she whispered, in their native language, as she took a step towards him…and started to lose her balance.

With swiftness that rivaled Superman's, J'onn darted towards his wife, catching her, and holding her close, his tears freely flowing as they embraced. "_I called to you…_" he whispered back, "_…for fifty years, I tried to reach you…I thought everyone was gone…_"

"_I tried to reach you, as well…_" Xi'aa murmured, nuzzling closer to him, "_…but I was too weak; my stasis pod didn't have enough power to properly sustain both myself and K'imm, so I had to limit the time I spent in it…_"

J'onn's eyes went wide; did he dare hope..? "_Is…Is she..?_"

Xi'aa smiled radiantly. "_She's alive, J'onn; our daughter is alive._"

"_But…But how..?_"

Xi'aa smiled wistfully. "_We got your warning._" she murmured. "_I managed to get K'imm into stasis before the missile hit, but I got caught in the blast before I could enter my own pod._"

It was then that J'onn got a good look at Xi'aa, and saw the improperly-healed radiation burns marring her creamy emerald skin.

_Severe_ burns. "_Xi'aa…_"

"_I'm fine,_" Xi'aa answered shakily, "_but we need to get K'imm out of stasis and get out of here, before..!_"

"J'onn?"

Turning, J'onn saw Superman step into the ruins of his home, followed by the others. The sight of his comrades caused Xi'aa to gasp. "_J-J'onn?!_" she cried. "_W-What's going on?!_"

Gently, J'onn took hold of his wife's mind, soothing her anxious thoughts while gently pouring his knowledge of English into her mind, sharing his memories of Earth with her. Almost instantly, her anxiety gave way to understanding.

Smiling, J'onn turned to his friends. "Everyone," he said, "it is my pleasure to introduce my wife, Xi'aa."

Smiling nervously, Xi'aa lightly bowed to them. "I am…very pleased to meet all of you." she added. "It is a pleasure to meet the people of Earth," she then glanced to Superman, "and one _not_ from Earth."

Superman chuckled. "I just wish we could have met under better circumstances."

"J'onn," Reed said, "with your permission, we'd like to take a look around…"

"There isn't _time!_" Xi'aa cried. "They could get here, any moment!"

J'onn blinked. "Who?"

Xi'aa looked stricken. "Beloved…you _know_ who."

J'onn's eyes went wide. "They…came _back?_"

Xi'aa nodded. "The Chitari are here, J'onn; our early-warning beacons on the gas-giant's moons picked them up. They're on their way here…"

Suddenly, Superman's belt-buckle began to beep. "The _Argo_'s Sensor Drones just picked up twelve more life-signs entering the city from the north; they'll be on us in three minutes." he reported…before his tone turned grave. "They're consistent with Chitari bio-signatures."

J'onn's eyes narrowed in grim anger. "An infantry squad." he snarled. He turned to Xi'aa. "Stay here, and get K'imm out of stasis; leave the Chitari to us."

Xi'aa looked stricken. "Please…be careful."

"I will." J'onn promised. He then turned to his comrades, his expression growing determined. "Let's _move._"

Johnny grinned. "Fine by me!" he said. "_Flame on!_" With that, he ignited himself, surrounding himself with a corona of blazing red flames, as he, Superman, J'onn, and Green Lantern flew north, to intercept the Chitari, while the others followed from the ground.

In less than a minute, they had intercepted the twelve intruders: J'onn's eyes narrowed as he saw the bulbous, tentacled forms of the Chitari, clad in the light armour of the Chitari infantry, brandishing plasma-rifles. As the Chitari saw them, they paused, momentarily confused, unsure what to make of the other three flyers…

…but the sight of J'onn sent them into screeching _panic._

At once, the entire Chitari brigade opened fire on them, causing the four flyers to scatter, evading their shots, while the Chitari spread out, taking cover behind the rubble of the city. Touching down, the Martian Manhunter telekinetically ripped away the rubble that two Chitari were hiding behind, giving Superman and the Human Torch an opening to blast away the Chitari's rifles with eye-rays and flame-blasts, before the Manhunter sent them flying with a telekinetic pulse.

As two more Chitari opened fire on them, Green Lantern quickly raised an energy-barrier, seconds before the Thing, having caught up with them, barreled into the two Chitari, sending them flying with a haymaker. Another two started peppering him him laser-blasts, denting his rocky skin and driving him back…until their shots were blocked by a force-field from the Invisible Woman, before Mr. Fantastic's arms stretched out, grabbed them, and tossed them away.

Three Chitari were starting to get a bead on the Manhunter…until several glowing playing cards embedded in the rubble above them and detonated, sending them sprawling. As the Chitari soldiers got up, Nightcrawler _banfed_ in and sent one sprawling with a kick, knocking his weapon into Android's hand, allowing him to instantly scan it, and then promptly morphing his arms into perfect duplicates of the Chitari weapons, before opening fire, shooting the rifles out of the grip of the other two Chitari.

Hissing in fury, the two Chitari started to reach for their belts laden with plasma grenades…only to find their belts missing. "Lookin' f'r _dese?_" Gambit asked from behind them, holding up their belts…seconds before a roar filled the air, as Mystique, having morphed into a bear, charged at them, sending them sprawling with powerful swipes from her claws, before resuming her natural form. One Chitari was knocked out instantly, but the second remained conscious…until Rogue tapped her palm to its head, draining it.

Shrieking in anger, the last three Chitari opened fire at Superman, their anger growing as their shots impacted against him harmlessly. "Siryn!" Superman called out. "Teleport me behind them!" Siryn nodded, and conjured a cloud of green haze around Superman, depositing him directly behind the Chitari, where he inhaled deeply, and unleashed a burst of gale-breath at them, sending them flying towards Siryn, who unleashed a sonic scream, blasting them into the air…seconds before Superman darted into the air, flying from one Chitari to the next at super-speed, sending each one sprawling with a punch, before touching down soundlessly.

With the Chitari squad dispatched, the Martian Manhunter stormed over to a Chitari infantryman, struggling to regain consciousness, and telekinetically picked him up. '_Was it not enough for you to destroy our entire civilization?!_' he mentally roared. '_TELL ME WHY YOU ARE HERE!!_'

Behind him, another Chitari sat up dazedly, aiming his plasma-rifle at the Manhunter…

"_J'ONN, LOOK OUT!!_"

Mystique's warning came just in time; dropping the Chitari, J'onn phased himself, allowing the plasma-burst to pass through him harmlessly, before going solid again, and knocking his attacker out with a TK-pulse. Turning to Mystique, J'onn smiled. "Thank you."

Mystique smiled wistfully. "It was the least I could do." she whispered. For a moment, they simply held each other's gaze…as J'onn felt his burning desire to rescue his wife and daughter yield, momentarily, to what he might have given up…

"So, any idea what these guys were after?" Ben asked aloud.

"Ah know." Rogue said. Her expression turned nauseated…and then horrified. "As Ah drained that Chitari, Ah got a look at his thoughts: they're goin' after Earth, and they're gonna use yer defence-network to help 'em do it!"

"_Merde._" Gambit muttered.

"_I'll_ say." Johnny agreed, deactivating his powers as his Atmospheric Generator started to beep.

"So, vat do ve do?" Nightcrawler asked. "Ve've got zhe _Argo_, but is zat enough to stop an entire fleet?"

Superman grimaced behind his helmet's visor. "It'll be hairy…"

"There is another way." J'onn said softly. "We need to get back to Xi'aa; I'll explain on the way." At that, the others nodded, before they all headed back to J'onn's former home.

As J'onn and the others reached the ruined building, J'onn could sense a second mind regaining consciousness deeper within his old home; hurrying inside, he was just in time to see Xi'aa open the second, intact cryo-stasis chamber, revealing a second female Martian, in her adolescent years, and a fair bit shorter than her mother, and considerably shorter than him.

Letting out a soft groan, K'imm slowly opened her eyes. "_M-Mamya?_" she murmured to her mother, sitting up. She then rubbed her eyes…and saw J'onn. "_DATYA!!_" she cried, practically _flying_ towards him, catching him in a fierce hug.

J'onn felt his joyful tears start to flow again. '_K'imm…thank Vothanos you're okay.._'

K'imm's mental tone turned somewhat snappish. '_You scared me and Mom to __**death**__, Dad! Don't EVER do that, again!!_'

J'onn laughed. '_I'll try not to._' he replied. By the time he'd given K'imm his knowledge of the English language, the others had caught up with him. "Everyone," J'onn said, "this is my daughter, K'imm; K'imm, these are my friends from Earth."

K'imm looked momentarily perplexed as she gazed at them…before smiling sheepishly. "Uh…hi?"

Rogue smiled. "Hi, yourself."

Turning to Xi'aa, J'onn said, "Xi'aa, we're going to need all the data you have on the defence network, specifically its schematics."

"Why?"

"The Chitari are trying to reactivate it." Superman said. "We were hoping to use it to drive them off."

Johnny blinked. "Uh…are we missing something, here?"

"Xi'aa was one of the engineers who designed and assembled the network," J'onn explained, "though, thankfully, she wasn't on-site during the test-firing: the main control center blew up in an overload."

"If the Chitari are trying to reactivate the system, then the main facility should still be mostly intact." Xi'aa reasoned. "I should be able to get the system back up and running…with a little help."

J'onn's eyes narrowed. "Then you can explain to Reed how to repair it, Xi'aa; you're in no condition to..!"

"I'm the only one who has enough familiarity with the systems." Xi'aa countered. "You _need_ me, J'onn, and you _know_ it."

J'onn grimaced…and then nodded. "Very well; you can come with us, but be _careful!_"

"I'm coming, too!" K'imm declared.

Both J'onn and Xi'aa spoke as one: "_Absolutely not!!_"

K'imm frowned. "I _aced_ my first two years in the Academy, Dad; I think I can handle a few Chitari..!"

"You're a _Cadet_, K'imm…at _best_." J'onn countered.

Xi'aa nodded. "You're nowhere _near_ ready to face Chitari regulars!"

"We don't have a _choice!_" K'imm shouted. "You don't exactly have a lot of options, here!"

"I hate to say it, but she's got a point." Reed interjected. "If the Chitari have fortified a position at the control center, we'll have a tough fight on our hands…"

J'onn grimaced at that…before he reluctantly nodded. "I know of a tunnel that leads directly to the control center. It is unlikely that the Chitari know of it; we can use it to infiltrate the facility."

"Dat takes care o' _dat_ much," Gambit said, "but 'ow y' gon' take care o' de Chitari on de way 'ere? Dey ain' gon' jus' sit 'round an' wait f'r us."

"We've got that much covered." Superman said. "Green Lantern and I will keep them busy long enough for you guys to get that system up-and-running."

Green Lantern nodded. "The Lantern Corps have run into the Chitari, every now and then; I think the two of us can keep them occupied."

"Still, if we can't get that system going, we'll need a backup plan." Superman said. "Ben, think you're up for it?"

Ben blinked. "Hey, I'm all for a little sub-orbital clobbering, Supes, but the Fantasticar wasn't built for dogfightin'…"

"No need to worry about that, big guy." Superman said. "Green Lantern, the _Argo_ and I will handle the ship-to-ship combat; we need you for a more 'hands-on' approach."

"Huh??"

"We'll explain on the way." Green Lantern said. "Hope you've got a space-suit handy."

"Good luck." Reed said.

"You, too." Superman answered. With that, he, Green Lantern, and the Thing turned and headed back towards the elevator they had taken into the city, while the others headed towards the secret tunnel, to sneak into the control facility.

XXXXXXXX

"_WHAT did you say?!_"

Aboard the Chitari flagship, the Lieutenant had just delivered its report to the Admiral…and wished it hadn't. "_The…the infantry squad just reported in, Excellency; they…they were routed._"

The Admiral was _seething._ "_By WHAT?!_"

The Lieutenant gulped. "_By…by a Martian, Excellency._" it answered. "_And several humans. And a Green Lantern…and…_"

"_And?!_" the Admiral snapped expectantly.

"_And…if they're correct, Excellency…a Kryptonian._"

The Admiral's eyes bulged. "_**WHAT?!**_"

"_I…I know how it sounds, Excellency…_"

The Admiral silenced the Lieutenant with a gesture, followed by a pheromone burst; so _this_ was why their contact had so _graciously_ mentioned that this galaxy was ripe for the picking. After the last debacle, the Chitari Federation had decided to never come here, again…until _he_ had told them there was nothing in their way.

'Nothing in their way,' indeed.

"_How long until we are in firing range?!_" the Admiral thundered; it wasn't going to take any chances – if it meant destroying the Kryptonian, it would raze the planet to the ground..!

"_Several minutes, now, Excellency!_" the Lieutenant reported. "_We should be able to get a lock on..!_"

"_Excellency, we have a sensor-contact!_" another Lieutenant cried. "_One ship, closing fast!_"

The Admiral's eyes narrowed. "_Martian?_"

"_No, Excellency! __**Kryptonian!**_"

The Admiral hissed in fury as the single crystalline ship appeared on their sensors; a _fly_ in comparison to their Cruisers. "_Shoot it down!!_" the Admiral screeched. At once, the entire bridge crew scrambled to carry out its orders…

…and _blast_ their hated enemy out of the sky.

XXXXXXXX

"So, you're _sure_ this is gonna work?"

Sitting in the cockpit of the _Argo_, Superman, Green Lantern, and Ben, now clad in a bulky blue space-suit, better able to take a pounding than the simple Generator, had been reviewing their plan as the Speeder flew out of Mars' atmosphere, after retrieving the Sensor Drones, heading towards the approaching Chitari fleet.

"It'll work, Ben." Superman assured him. "I'll set the _Argo_ on autopilot while Green Lantern and I draw the Chitari's fire. The _Argo_ will monitor the fleet until it identifies their central communication nexus; as soon as it does, the _Argo_ will 'port you into space, where Green Lantern will sling-shoot you into the target-ship, so that you can get to the comms nexus and insert a virus."

Green Lantern nodded. "That nexus synchronizes their entire fleet; if it's fried, they won't know up from down."

Looking at the palm-sized crystalline unit he now held, Ben frowned. "Can't you just send the virus from here?"

"Not and have the same effect." Superman answered. "The nexus is partially isolated from its carrier-ship; I send the virus directly, and it'll crash _every_ system on the ship…but not before the Chitari catch on and switch to a backup nexus. If we send it _this_ way, the virus will get the main nexus _and_ the backups, since they're linked."

Ben blinked. "But you're _sure_ it'll work?"

Superman smiled sheepishly. "_Reasonably_ sure."

"Most of our plans are 50 percent tactical intelligence, and 50 percent flying-by-the-seat-of-our-pants." Green Lantern quipped. "Basically the same kind of mission-plan as the Marines."

Ben blinked…and then smiled a toothy grin. "Good enough for me!"

Just then, the _Argo_'s HUD began to beep, indicating numerous Chitari fighters and Cruisers. "Looks like our friends are here." Green Lantern said.

Superman nodded. "_Argo_: deploy armour!" he instructed. "Arm Polaron Disruptor, Positron Cannons, and Trans-Phase Laser-Cannons, and enable Anti-Gravitonic defence-field! Put Drone-Launchers and Graviton-Torpedo tubes on standby, and initiate autopilot: Attack Pattern _Ver'Noron!_" At that, the _Argo_'s controls retracted into the pilot's console, as the Speeder, headed directly into the Chitari fleet. "Well, I guess it's time to get to work." Superman said.

Green Lantern nodded. "This kind of work _never_ gets boring." he said. With that, the _Argo_'s teleporter beam 'ported them into space, where they flew towards the fleet, as the _Argo_'s shields began to solidify to an almost _metallic_ state, before condensing around the ship, coating it in an energized armour-plating, turning its hull a gleaming silver colour, and giving it a sleeker stern, a more tapered bow, and forward-curving spikes on its engine-pods. Fully armoured, the _Argo_ followed its master and his comrade into the battlefield.

The instant the Chitari fighters picked them up on their scanners, they opened fire, filling space with laser-blasts. Darting around the salvos of beam-fire, Superman unleashed a 20 percent-powered eye-ray, impacting on one fighter's shields…and then buckling it, piercing the fighter's wing, disabling it. He then suppressed a shout as a laser-blast took him square in the back, sending him flying…before he quickly recovered, turning to face a second fighter, which had just launched a missile at him. Superman held his ground, and caught the missile just as it closed on him, turning it around and throwing it _back_; the missile impacted against the fighter's shields, sending the fighter careening away. "_Argo_: arm two Graviton Torpedoes: 20 percent charge! Lock onto main Chitari ships! _Fire when ready!_"

At once, the _Argo_ soared further into the fray, its armour effortlessly shrugging off the fighters' shots, as its weapon-pods began to charge with dark purple-black energy, before firing two spheres of dark violet energy: Graviton Torpedoes, composed of ultra-dense, ultra-heavy particles, designed to temporarily duplicate the gravity-well of a black-hole before dispersing. On a lighter setting, their gravity-wells could _severely_ inhibit an attacking ship's motion…and on a higher setting, the resultant gravity-well could _crush_ the target-ship like a tin can.

Flying deep into the Chitari fleet, the Torpedoes detonated, creating twin "sinkholes" in the fabric of space…causing over half the fleet to fall into them, slowing the larger ships down _considerably_, while the fighters scrambled to get clear of the gravity-wells. As two Chitari fighters came at him, Green Lantern repelled their fire with an energy-wall, before snagging them with a ring-field as they flew past, before _throwing_ them towards the nearest gravity-well, where they promptly got _stuck._

Flying further into the Chitari fleet, Superman kept his nano-suit's scanners running, continually searching for the comms nexus, darting out of the way of a fighter's lasers as it closed on him. As the fighter drew closer, Superman breached its shields with another eye-ray, before coating its main view-screen with a burst of frost-breath, causing it to careen out of control. Before he could get his bearings, Superman saw a full squadron of fighters closing on him…and then, the _Argo_ flew past him, firing a few shots from its Disruptor; the three-pronged electrostatic bursts spun through space, before striking their targets, their charges utterly _devastating_ the fighters' systems, even through their shields, rendering the fighters utterly _inert._

Suddenly, Superman picked up a signal on his nano-suit's scanners. "Lantern! We've got a signal!"

"On it!" Green Lantern replied over his communicator, before following Superman further into the fleet. As numerous Chitari Cruisers opened fire at them, both Superman and Green Lantern were forced to take evasive action, while the _Argo_ returned fire with its Positron Cannons, sending pulses of pink energy lancing towards the more distant Cruisers, disrupting their shields in a matter-antimatter reaction, while firing its neon-green Trans-Phase Lasers at the closer Cruisers; the high-energy beams, out of phase with normal space, passed right _through_ the Cruisers' shields, penetrating deep into their hulls…and coming back _in_ phase, just in time to precisely destroy their shield-generators. With their shields gone, Green Lantern took out their weapons with precision ring-beams, rendering them powerless.

In minutes, they had closed on the Cruiser broadcasting the signal they had picked up. "Okay, Ben! Get ready!" Superman instructed.

"_Ready when you are, Supes!_"

As they closed on the Cruiser, Superman instructed, "_Argo_: arm Swarm-Drones, 5 percent attack-rate! Target dorsal plating five meters ahead of target-signal! _Fire!_"

At once, the two Swarm-Class Attack Drones lanced from the _Argo_'s weapon-pods, searing towards the Cruiser, their force-field-coated warheads piercing right _through_ the Cruiser's shields, before they expanded into claws, digging into the Cruiser's hull, and unleashing their nano-bot swarms, which began to eat away at the ship's hull-plating, weakening it almost to the point of breaching…and then recalling their swarms, before detaching and flying back to the Speeder. "Lantern, Ben, _go!!_"

At that, the _Argo_'s teleporter beam 'ported the Thing, in his space-suit, into space, where Green Lantern grabbed him with a force-field, before spinning him around and _throwing_ him towards the weakened section of the Cruiser's hull, just as the _Argo_'s Trans-Phase Lasers disabled its shield generator…where he smashed _right_ through the hull, landing in a semi-organic corridor, occupied by Chitari, who were fleeing as the corridor began to decompress. Holding on for dear life, the Thing stomped after them, leaping through the bulkhead door just as it sealed itself. Rolling up on his feet, Ben looked around…and found himself in a room filled with dozens of Chitari, several of which were armed.

Under his helmet's visor, Ben grinned his famous, semi-manic toothy grin. "I hope you ugly schmucks have insurance where you come from," he muttered…before he cracked his knuckles.

"…'cause _it's clobberin' time!!_"

Outside the Cruiser, Superman dodged another laser-salvo, as the _Argo_ Disruptor-blasted another fighter. There were just too many of them.

If the others didn't get that system up-and-running soon, things were going to get pretty hairy..!

XXXXXXXX

After finding the underground tunnel, J'onn and the others came across an inactive maintenance tram; with an infusion of voltage from Android, the tram was up-and-running, cutting their travel-time down to a fraction of what it would have been, otherwise. After a few minutes, the tram let them off in a darkened chamber, lit only faintly by blue lights in the walls. J'onn closed his eyes, concentrating. "The Chitari are a few levels above us, in the control room; they almost have the network back online..!"

"Then the fools are doing our work _for_ us." Siryn said.

"Let's jus' 'ope dey don' do _too_ good a job." Gambit said.

J'onn looked to his wife. "Xi'aa, can you get yourself, Reed, and Android in position at the control console?"

Xi'aa nodded. "Just as long as they can keep up."

"We'll manage." Reed chuckled. "We'll need to get the drop on the Chitari; Siryn, can you..?"

Siryn's eyes narrowed angrily. "Do _not_ presume to order me about, Richards..!"

J'onn's crimson glare cut her off. "We do not have time for this, Siryn. If you will not take Reed's instructions, then you _will_ accept _mine._ You will teleport yourself, Raven, and Jonathan into flanking position at my signal. Am I understood?"

It was the sound of the Supreme Commander of the Planetary Vanguard, nine times decorated, as much in command on the floor of this room as in the cockpit of a lead saucer-fighter. Siryn's eyes widened momentarily…before she nodded.

With that situation handled, J'onn then turned to Rogue. "Rogue, I will need you to duplicate Jonathan's abilities."

Rogue grimaced. "Okay, but if Ah start _actin'_ lahke him, _please_ just smother meh with a pillow when we get home." With that, she took off her glove, and tapped her bare finger to Johnny's forehead, just enough to duplicate his powers.

J'onn then turned to Sue. "Susan, we will need you to conceal Rogue, Gambit, and Nightcrawler until we are all in position. K'imm and I will engage them, first; the rest of you are to hold until I give the signal."

Sue nodded. "No problem."

"Alright, then." J'onn said. "Let's _move!_" With that, the entire team headed towards the control center, to retake it, before the Chitari could get a lock on Earth.

XXXXXXXX

Within the control center for the Martian defence network, the eight Chitari engineers worked at a frantic pace to get the weapons system back online, their pace particularly frenzied after finding out that a _Kryptonian_ ship was attacking their fleet. As the engineers worked, the twelve Chitari infantrymen kept a close guard…

Suddenly, a noise echoed from down the corridor; at once, the two guards at the door spun around, bringing their plasma-rifles to bear on them. "_Who goes there?!_" they hissed.

Slowly, two more Chitari engineers walked towards them. "_Engineering support._" the taller one said.

"_Its Excellency said you brainiacs might need some help._" the other added.

One soldier grunted. "_Damn scientists…all you rotten pods care about is intelligence..!_" he snapped. "_Fine, fine…get in here…_"

"_Hold it._" the other said. "_Let's see some identification: what's your clearance-code?_"

"_Didn't you hear them? The Admiral __**itself**__ sent them!_" the first cried.

"_Oh, it's no trouble._" the first engineer said. "_My ID is just…right…__**here!!**_" And with that, the engineer's right main tentacle lashed out like a whip, knocking the plasma-rifle out of the first guard's grip, as the other engineer grabbed hold…before J'onn and K'imm shed their disguises. With her new weapon, K'imm blasted the rifle out of the other guard's grip, while J'onn sent them flying with a TK-pulse. '_NOW!!_' he mentally shouted.

Almost instantly, the Invisible Woman dropped her force-field, revealing herself, Rogue, Gambit, and Nightcrawler, seconds before Siryn, Mystique, and the Human Torch emerged from a cloud of green haze. The Chitari infantrymen, still frazzled by the sudden attack, tried to bring their weapons to bear on the intruders, but Gambit threw two charged cards at two Chitari, striking their rifles with the precision aim of a darts champ and detonating them, sending them flying and scattering the rest.

As two more Chitari started to recover, Sue snagged them with her force-fields and tossed them aside, giving Rogue the opportunity she needed; her eyes narrowed, she pointed her hands at the Chitari…and nothing happened. Rogue groaned. "Oh, _Gawd_, Ah don't believe this." she muttered. "_Flame on!_"

Instantly, her entire body ignited in a blazing corona, before she fired two flame-blasts from her hands, striking the Chitari, and causing them to run around like chickens with their heads cut off, screeching wildly.

The Torch scowled. "_Rookie._" he muttered, pasting another two Chitari with fire-blasts, before Siryn finished them with blasts of mystic lightning. Morphing herself into a bear, Mystique charged at another two Chitari, sending them running for their lives…right into Nightcrawler, as he 'ported in and sent them flying with a haymaker-side-kick combo.

While the infantrymen fought, the eight Chitari engineers huddled back, watching nervously…causing them to miss seeing Xi'aa, Android, and Mr. Fantastic as Xi'aa phased them through the wall. As they became solid, the engineers panicked, running away from the main console, drawing the attention of the remaining two infantrymen; before they could attack, Xi'aa telekinetically relieved them of their weapons, while Reed and Android sent them flying with a one-two stretch-punch combo. With their foes dispatched, Reed and Xi'aa got to work, while Android began to merge his arms into an access-port. "It looks like these bastards were trying to rewrite the operating system." Xi'aa muttered, before coughing. "I'll see if I can patch it up."

Reed nodded. "This is the targeting system, correct?" he asked. "Where do I adjust the target?"

"There's a bright red dial to your left." Xi'aa said, coughing again. "Pull it out, and then twist it all the way to the right; that will put the target above the planet. Next to that is a green dial; adjust it carefully, and then push it in, and pull it out every time you get the reticule over a Chitari cruiser."

"_Caution: this system's power-generator lacks sufficient cooling systems._" Android reported. "_The system will overheat if we attempt more than two or three shots._"

Xi'aa smiled. "If your friends up there do a halfway-decent job, two or three shots will be enough to scare them off." she said…before erupting into another fit of coughing, putting her hand over her mouth…as a dark green liquid seeped out from between her fingers.

Reed's eyes went wide. "Xi'aa…"

"I'm _fine._" Xi'aa whispered, wiping her mouth, before resuming her work. "The OS is running properly, now."

"_I have rerouted power from the main generator; it should allow us to fire several more shots,_" Android said, "_but after that, the entire complex will explode. Also, the firing control is passcode-locked…_"

Xi'aa smiled. "We've got that covered." she said. "J'onn?"

With the last of the Chitari taken down, J'onn walked to the control console, and began to input his command-code…not noticing the Chitari struggling to sit up, aiming its weapon at him…

"_**J'ONN!!**_"

Just as the Chitari fired, Xi'aa threw herself between her husband and the Chitari; the plasma-burst struck her square in the back, causing her to sag towards the floor…

"_XI'AA!!_" J'onn cried, catching his injured wife…before _glaring_ at his would-be assassin.

Instantly, the Chitari began to scream in utter _agony_, as J'onn, with ruthless efficiency, tore its mind _apart._

With the Chitari dispatched, J'onn looked to Xi'aa. "D-Don't try to speak…" he whispered.

"_MOM!!_" K'imm cried, rushing to her parents' sides, kneeling with them. "Mom, are you okay?!"

Xi'aa smiled weakly. "Finish it, J'onn." she gasped. "Blow these bulbous bastards to _hell._" For a moment, J'onn looked stricken…before he nodded, and stood up, letting K'imm hold her mother, and finished inputting the code, calling the shot.

Outside the outpost, dozens upon dozens of enormous, high-powered laser-turrets rose up out of concealed bunkers, aiming high into the sky, and began to charge power for the imminent strike…

Moving away from the console, J'onn lifted Xi'aa into his arms. "We have to get out of here; once the system starts firing, it won't be long before it overloads! We have to get _moving!_" With that, the entire team hurried towards the exit, with J'onn in the lead…as he desperately willed his wife, his love, to hang on…

XXXXXXXX

Aboard the Chitari Cruiser, three Chitari soldiers rapidly backed down a corridor, firing as they went, before stopping to hit the bulkhead door-control, trying to seal the intruder inside…

…and were sent flying into the wall as the Thing barreled through, running through the corridor, pausing only as he came to a branch in his path. "Okay, Supes: left or right?"

"_Left, Ben; after that, take two more rights and you're there!_"

"Got it!" Ben said, before sprinting down the left path, practically bowling over any Chitari that got in his way; after he took two more rights, he came out into an _incredibly_ vast chamber, with dozens of huge, spherical, semi-organic spheres. "Okay, Supes; now what?"

"_Okay, Ben; just slap that unit I gave you onto the big spherical thing. It'll do the rest._"

Ben grimaced, as he tok out the crystalline device. "The big, spherical thing?" he repeated. "Gonna have to be a bit more specific, here, Supes…"

There was a momentary pause. "_Darn it, they must be storing their backup nexii there, too…_" Superman muttered. "_Okay, Ben, you're going to have to look for one nexus that's glowing; do you see it?_"

Looking around, all Ben saw was just dozens and dozens of plain, weird-looking orbs…except for one that was occasionally sparking with electricity. "One of 'em's givin' off sparks…"

"_Bingo! That's gotta be it, Ben! Just slap the unit onto that nexus, and we should be good!_"

'_Should?_' Ben thought. '_Aw, heck with it; I've put my big orange butt on the line for less._' With that, he ran at the sphere; as two Chitari soldiers tried to stop him, he sent them flying with a punch, before charging forward. As he reached the sphere, he leapt at it, and grabbed hold, slamming the crystal doohickey onto the sphere, where it magnetically adhered, starting to glow…before it shattered into a million bits of dust.

Ben gulped. '_I sure hope that's what it was supposed to do..!_' he thought, just before the sphere's electrical activity more than _tripled_, blasting him off and sending him sprawling onto the deck. As the somewhat-dazed Thing sat up, he was in time to see the chaotic current spread to one backup sphere…then another…and another, until they were _all_ sparking like crazy.

"_Great job, Ben! The fleet's in total chaos! I just got word from the others: the network's up-and-running! It's time to clear out!_"

"Hey, fine by me," Ben said, "but how exactly are you guys gonna get me out of…"

He was cut off as a familiar blue-white teleporter beam engulfed him, depositing him in the cockpit of the _Argo._

"…here." Ben finished, glancing to Superman and Green Lantern, who had already 'ported back into the Speeder. "Well, ask a stupid question." Superman just chuckled, before piloting the _Argo_ out of the Chitari fleet-formation, pitching and weaving the Speeder to evade the now-chaotic, uncoordinated flight of the Chitari ships, leaving them behind.

And not a moment too soon.

From the surface of Mars, numerous massive, high-powered laser-beams lanced up, slicing through the now-incapacitated Chitari ships. After about a dozen shots, the Chitari had had enough, and began to withdraw – not an organized, efficient pull-out, but a random, panicked, 'every-man-for-himself' frenzied escape. Numerous fighters had crashed into each other before every ship had returned to their Cruisers; with that, the Chitari ships' engines flared to life, as they engaged their step-through drives, simply winking out of sight.

They were gone.

At that sight, Ben laughed joyfully. "And don't come _back_, ya butt-ugly bugs!"

"We'd better head back." Superman said. "The others are likely waiting for us."

Green Lantern nodded. "About time; no offence to J'onn, but I've had just about enough of Mars."

"You and me _both_, pal." Ben agreed. With that, Superman guided the _Argo_ down towards Mars, to meet up with their friends.

XXXXXXXX

As J'onn and the others escaped into the open Martian desert, far behind them, the control center erupted in a massive explosion; they'd gotten out just in time.

_Most_ of them, anyway.

Kneeling down, J'onn gazed into his coughing wife's eyes. "Hang on, Xi'aa; just a few more minutes, and we can get you to a medical facility."

Xi'aa smiled weakly. "J'onn…we both know that I don't have a few minutes…"

K'imm suppressed a sob. "D-Don't talk like that, Mom." she whimpered. "You're gonna be _fine…_"

Weakly, Xi'aa touched her daughter's forehead. "Oh, my little flower…" she murmured, "…I'm just glad that you're okay…but I knew I was dying before I called out for your father; I got a lethal dose of radiation when the missile hit the city – the stasis pod just slowed it down. That shot just finished what the radiation started."

K'imm's eyes started to water. "_M-Mamya…_" she whimpered. J'onn felt like crying himself; his entire world had fallen apart when he'd thought he'd lost her, over fifty years ago…and now, it was happening again..!

Xi'aa's eyes met his, as she sensed his deepest thoughts. '_I heard your last message, J'onn._' she sent to him. '_You must live, my darling; for our daughter, and for yourself._' She smiled. '_You will find happiness, again._' She momentarily glanced behind him – where Raven stood – before her smile turned a bit knowing. '_Perhaps sooner than you think._'

J'onn's eyes started to water. '_How?_' he thought miserably. '_How can I ever forget you..?_'

'_You won't, beloved; just as I will never forget you._' Xi'aa thought. '_You have given me so much; you gave me a life…a child…a family…and so many years of joy…and when I had thought my time was over…_' her smile grew, refracted through tears, '_…you came back for me…_'

The others could only look on helplessly. Sue just drew closer to Reed, who put his arm around her. Gambit did the same for Rogue, while Nightcrawler quietly crossed himself.

Her hands shaking, Xi'aa took hold of J'onn and K'imm's hands. '_You both completed my life…_' she mentally gasped, '_…and now, I give it to you…_'

And with that, she opened her mind to them, pouring out her experiences to them both…letting them see everything that she _was_…they saw _everything…_

_A young Xi'aa going to her first day of school…_

_Her first meeting with a serious, taciturn little Martian named J'onn…_

_Her graduation…_

_Her reunion with J'onn…_

_Her acceptance into the Engineering Caste…_

_Her and J'onn's first date…_

_Their courtship…_

_Their marriage…_

_K'imm's birth…_

_The coming of the Chitari…_

_The war…_

_The last day of the war…_

_J'onn's last message…_

_Xi'aa's last call…_

_Their reunion…_

_Her injury…_

_And her last testament to her beloved family…_

…and then, there was no more.

Xi'aa was gone.

As K'imm burst into tears, it was all J'onn could do to simply place his hand on her shoulder…when all he felt like doing was crying, himself.

He barely even heard the sound of the _Argo_ touching down…he barely noticed when Superman, Green Lantern, and the Thing 'ported out. "Is everyone okay..?" Superman began…but froze as he saw what had happened. "Oh, no…"

"Aw, _jeez…_" Ben murmured.

Slowly gathering Xi'aa into his arms, J'onn stood up. "Give us a few minutes." he whispered. "We will be ready to go shortly."

"Of…of course." Superman answered.

Reed nodded. "Take as long as you need."

"Thank you." J'onn whispered. With that, he and K'imm both turned, and walked further into the Martian desert.

After walking a fair distance, J'onn telekinetically dug a grave for his wife's limp form, and lovingly laid her in the ground, before telekinetically covering her, burying her body in the red soil, giving her back to the planet that they had both grown up on.

The planet that was no longer his home.

After marking Xi'aa's grave with a nearby boulder, J'onn and K'imm simply stood before her grave in silent prayer. Looking up at her father, K'imm's eyes were still teary. "What will we do now, Datya?" she asked, her voice very soft, utterly vulnerable.

"We cannot stay here, K'imm." J'onn whispered. "This world…there is nothing for us here…"

K'imm sniffled. "Then…then we have no home…"

J'onn smiled gently, kneeling to his daughter, looking her in the eye. "Home is where _love_ is, my little flower." he said, using his and Xi'aa's nickname for her. "As long as we remember that, it will not matter where we go." His smile grew. "We have a family, K'imm; a family that is waiting for us, on _Earth._"

K'imm blinked. "Earth?" she asked.

J'onn nodded. "We can begin again, there." he said. "Your mother would want that, wouldn't she?"

Slowly, K'imm smiled, and nodded, taking his hand. "Let's go, Datya." she said. Smiling back, J'onn stood up, as he and his daughter walked back, to rejoin their friends…and head home.

XXXXXXXX

_Deep Space_

Deep in the unending blackness of space, a massive spaceship hovered, gliding effortlessly through the endless obsidian, like an enormous metal shark in a barren sea. Aboard the ship, in his private quarters, the ship's master sat, in his dark green, hooded robe, his mallet-like Universal Weapon across his lap, his bright blue eyes narrowed, the blue skin of his brow furrowed in annoyance as he beheld the view-screen showing the Chitari Admiral, babbling angrily, complaining how he hadn't warned them of the Kryptonian scum, idly threatening the Empire…

Threatening the Kree Empire. The Chitari Federation. What a joke.

With a contemptuous glare, Ronan, the Supreme Public Accuser of the Empire, switched off the screen, ending the call. '_I should have known better than to send those invertebrates to deal with the scum and his planet._' Ronan thought bitterly. He'd had no choice but to use…outside help; after the debacle of the trial, a few months ago, Ronan could no longer pursue the last Kryptonian himself; the Supreme Intelligence itself had cleared the Kryptonian of all charges the Empire had held against his world.

Pursuing the whelp would have been insubordination at best…and treason at _worst._

Ronan's eyes narrowed in utter _hate_; no matter _what_ the Intelligence had ruled, Ronan could not _bear_ to let the whelp walk free, not after he'd _humiliated_ him.

If _he_ could not destroy the Kryptonian, let _another_ do it. The end result was the same.

The initial report from his personal Sentry, stationed just outside of the Earth's sytem, had come in several hours ago, prompting Ronan to seek another means of destroying his enemy…who had just arrived. "Send him in." Ronan said into his communicator.

At once, the doors slid open, as a tall, strongly-built, pale-white skinned humanoid, with long, spiky black hair, red eyes, and a trim black beard around his mouth, walked in, clad in black tight pants, and a black, sleeveless vest, with black fingerless gloves on his hands, a large shotgun-type weapon strapped to his belt, and a deadly chain looped around his wrist.

The bounty hunter grinned savagely. "Well, frag me sideways! The Supreme Accuser of the whole fraggin' Kree Empire! I'm movin' up in the universe!"

Ronan sighed to himself. "I am told that you are one of the best."

The bounty hunter's eyes narrowed. "Let's get _one_ thing straight, Blue-Boy!!" he roared. "The Main Man is _the_ best, and any feeb that says otherwise is gonna get a grenade shoved up his..!!"

"I am glad to hear it." Ronan said, stemming the tide of angry professionalism. "I have a job for you." With that, he tapped a button in his chair, showing the image of the whelp.

The bounty hunter arched an eyebrow. "So, that feed from yer 'trial' was real; there _is_ a Kryptonian left." he muttered…before rolling his eyes. "Whoop-dee-fraggin-do. I'm the last _Czarnian_, an' ya don't see _me_ whinin' about it…"

"I'm glad to hear you say that," Ronan said with a smile, "because I want to see that race _extinct._"

The hunter grinned. "_My_ kind of job!" he crowed. "So, where's Fanboy here holed up?"

"Earth."

The hunter whistled. "Yellow sun, huh? Fragger'll be tough; gonna have to stock up on ammo, plus, we're talkin' a long trip – four months at the _least_, since I'm assumin' this can't come back to you…"

"Correct." Ronan said. "If you accomplish this little task, you can _name_ your price."

The hunter arched an eyebrow. "Sounds temptin', but I might need a _little_ something to tide me over…"

"Will ninety million credits suffice?"

The hunter grinned. "'Rone, fer _that_ kinda mazoolah, I'd frag my whole _planet!_" his smile turned sly. "Y'know, if I hadn't _already…_"

"The money will be transferred to the account you specified." Ronan said. "Upon proof of completion, you may name your price." His tone turned fierce. "Bring me that scum's _head._"

The bounty hunter known as Lobo grinned savagely. "The Main Man _never_ fails, 'Rone; you want the Fanboy's head? You _got_ it!" With that, he strode out of Ronan's quarters.

As he watched Lobo's craft, a vehicle similar to an Earth-based motorcycle – one which only a space-breathing Czarnian could ride on and _live_ – Ronan smiled darkly to himself; the bounty-hunting scum would be expensive…

…but it would be _worth_ it, to destroy the last of the race that had shamed his family.

XXXXXXXX

_Earth, Xavier Institute_

As she sat alone, outside the office of the chief administrator of this 'Institute' – Charles Xavier, she recalled – K'imm had never felt so utterly _alone._

The last thing she remembered before awakening was her mother telling her to get into stasis…and now, her mother was dead, and she and her father were now on an unfamiliar world, filled with creatures that would undoubtedly _dissect_ her if they found her.

She didn't know _how_ her father could _stand_ it…

"Hey."

Looking up, K'imm saw one of the adolescent human females, around her age – Rogue, she believed – walk up to her, before sitting down next to her. "How ya holdin' up?"

K'imm blinked, before she recognized the expression. "I am…coping."

Rogue looked a bit embarrassed. "Yeah, Ah guess we must be pretty freaky to you, huh?" She chuckled. "_Us_ more than most."

K'imm lightly giggled, as she recalled how the humans here were _different_ from the rest of the population. "No more than my father likely was to _you_, initially."

"Good point." Rogue said. Her tone saddened. "Ah'm sorry about yer Mom…"

K'imm nodded glumly. "I…I still can't believe she's gone…"

Rogue nodded. "Y'know, it _does_ help to talk about it…"

K'imm was silent.

"…or not." Rogue finished. Lightly smiling, she said, "Hey, at least you still got yer Dad." Her smile grew. "He's a really great guy."

K'imm managed a smile. "My Datya is a great man." she whispered. "He helped save our world so many times."

"He helped save _ours_, too." Rogue said. Her expression turned worried. "So…ya gonna stick around?"

K'imm chuckled. "Where else would I go?"

Rogue smiled. "Well, we're glad to have ya." she answered. "Of course, in a few weeks, yer probably gonna wanna go back to Mars…"

K'imm laughed. "Why?"

"Oh, you'll see." Rogue said, laughing, before her expression turned sheepish. "So…can Ah ask what yer Mom was like?"

Turning to her new friend, K'imm smiled, understanding what her father had meant: the people of the Institute were his family…and they could be _hers_, too.

"_Sure._"

XXXXXXXX

After returning to the Institute, and after Richards and his family had gone home –and good riddance – Anita had promptly returned to her room, changing out of her uniform and donning her regular clothes, before she walked out…

…and came face-to-face with Alison, in her own street clothes. "We need to talk."

Anita's expression didn't change, except for an exasperated eye-roll. "If you _must_ know, Blaire, I didn't make any advances towards Kal; he remains as foolishly devoted to you as ever before. Does that satisfy your insecure curiosity..?"

"That isn't what I want to talk about." Alison said. "Can we have a civil conversation _without_ killing each other?"

Anita arched an eyebrow quizzically. "Very well."

Alison took a deep breath. "I _know_ that you have reasons for being here beyond what you've told us," she began, "but I also know that, for whatever reasons those are, they've put you on _our_ side…so I'm going to have to trust that, for now, you have as much reason to fight with us as any, since you're likely going to make X-Man, anytime soon." She looked Anita in the eye. "If you're going to be an X-Man, we _need_ to stop butting heads, all the time." Her expression hardened. "Is that going to be possible?"

Anita blinked…and then slowly smiled. "You're not as dumb as I _thought._" she said. "I suppose our bickering isn't really going to solve anything, so a truce _is_ in order." Her smile grew sly. "And as for dear Kal…well, let the better woman win."

Alison sighed. "Why _do_ you want him, LeRoux?" she asked. "Putting _aside_ that whole 'prophecy' thing, your ego, and whatever schemes your Dad has cooking, _why_ do you want to be with him?"

Anita blinked, as she tried to come up with an answer that Alison would accept…

…and couldn't.

"You don't _have_ to tell me," Alison said, "you just need to know that if you _do_ really want to be with him, you need to ask yourself this: are you willing to sacrifice _everything_ to be with him? Are you willing to accept what he does, and bear the pain with him?"

Her tone grew harsher. "Are you willing to give up your _life_ to save his, if need be?"

Anita's eyes narrowed. "Are _you?_"

Alison weakly smiled. "I like to think so."

"But you don't _know._"

Alison chuckled. "No, I guess I don't." she admitted. "Kal isn't really the type of guy who _needs_ a lot of saving."

At that, Anita chuckled. "True."

Alison smiled to herself. "All I know is that…I've adored him for the longest time; if there _is_ a man I'd give up my life to help, it's _him._" she whispered. "But I guess I'll never _really_ know until I'd have to make that choice."

"Very well." Anita said. "Regardless, we'll _try_ to be civil." Her eyes narrowed. "But this does _not_ mean that we are friends; I do not like you."

Alison smiled darkly. "Good." she said. "I don't like you, either."

"Good."

"Good." Alison agreed. "Later." With that, she walked off.

Alone again, Anita frowned to herself; it bothered her that she hadn't been able to come up with a reason. Her father had told her before that there was no better man for her than him, that she was destined to rule at his side; that _was_ enough…

…wasn't it?

'_Anita..?_'

Anita gasped as she felt that commanding voice echo from the astral plane; quickly, she darted into her room and shut the door, assuming a meditative state, allowing her astral self to momentarily leave her body…to converse with her father.

The astral form of Victor von Doom resembled his physical one: tall, and strongly built, composed of living metal, with golden yellow eyes behind a metal mask, a stately green cloak around his frame. With Kal-El's ears and his Watchtower patrolling the air-waves, she could only deliver her reports in _this_ manner…which was not foolproof, since the field of telepathy often intersected the astral plain; she had to be quick, before Xavier noticed her.

'_My apologies, Papa._' Anita thought. '_I was on a mission; that is why my report is late._'

'_I see._' Doom replied. '_Then they are beginning to accept you?_'

'_Gradually, Papa; it is somewhat slow going, but I am making progress…though I am no closer to discerning Kal-El's identity – he guards his secret well._'

'_No doubt._' Doom mused. '_I trust you were not injured on this mission?_'

Anita smiled. '_No, Papa, I am fine…though I was forced to work with…__**Richards.**_'

Doom chuckled. '_I trust you maintained civility._'

'_As much as I could._'

'_Good._' Doom thought. '_My satellites detected a vessel departing orbit from the North Pole; one not consistent with the League's "Javelins." I assume that was Kal-El's vessel..?_'

Anita nodded. '_Indeed it was, Papa._' she replied. '_Though I did not experience it in combat firsthand, I discerned from Grimm's account that its weapons systems were astonishing: gravity-based torpedoes, armour-piercing lasers…to say __**nothing**__ of whatever Kal-El keeps a secret, still!_' Her expression saddened. '_However, his technology is well-safeguarded, Papa; it is genetically encrypted so that only __**his**__ people can utilize it._'

Only a momentary widening of Doom's eyes betrayed his interest. '_I see. We will discuss this further at a later date._' he said. '_Continue your surveillance; I will continue the plan from here._'

Anita promptly bowed. '_Yes, Father._' she thought. '_Goodbye._'

'_Goodbye, my child._'

With that, Anita's astral self rejoined her body, leaving her alone with her thoughts, once again.

XXXXXXXX

As the setting sun fell below the horizon, J'onn, in his more human-like form, stood in the back garden, watching the stars come out, lost in thought…

"Beautiful night, isn't it?"

Turning, J'onn saw Kal – Clark – in his regular clothes, standing there. Smiling, Clark said, "We were all just about to put on a movie, since we've got a few hours before we go back on patrol." He chuckled. "We figured that you and K'imm might get a laugh out of 'War of the Worlds,' if you were interested."

J'onn managed a chuckle. "We actually picked up that radio broadcast back in the early 1900's; up until the panic started, we thought it was a _comedy._"

Clark chuckled. "Yeah, I guess you _would!_" he agreed. "So, you coming?"

J'onn's smile turned wistful. "Thank you," he said, "but…I would like to be alone, for now."

Clark nodded. "Well…if you ever need to talk," he said, placing a hand on his shoulder, "I'm here – we _all_ are."

J'onn weakly smiled. "Thank you." With that, Clark headed back inside. Alone again, J'onn looked back up into the sky…remembering…

'_Re'nar…In'dor…Ry'nek…I salute you all…_'

'_Xi'aa…I will never forget you…but how can I ever..?_'

"I thought you would be out here."

Mildly surprised, J'onn turned to see Raven walking towards him, stopping next to him, looking up at the stars. "It's quite a sight." she commented.

J'onn nodded. "Yes."

Raven looked worried. "Are you…alright?"

J'onn sighed. "In time." he said…before grimacing. "I…I placed you – _all_ of you – in danger…"

"You wanted to save your family." Raven said softly. "No-one faults you for that; God knows I would have raised _hell_ to save Kurt or Rogue."

J'onn nodded. "And your husband..?"

Raven scoffed. "I've never _had_ a lover _worth_ rescuing." she whispered bitterly…before smiling wistfully. "Your wife…Xi'aa…she was lucky to have you." she murmured. "You were – _are_ – quite the hero."

Looking to Raven, seeing her amber eyes, shining as they rarely did, seeing her ruby hair catch the night breeze, he realized that she was quite lovely. Then, remembering her comment, he frowned sadly. "I do not feel like one."

Raven's smile grew. "The best ones never do." she whispered. "If…you were planning on staying out here…would you mind if I stayed with you?

J'onn slowly smiled. "I think I would like that." With that, they simply stood there, watching the stars.

And, for now, at least, that was enough.

XXXXXXXX

_Coming Soon:_

_The New Mutants have always been the rookies of the Institute…_

…_but when the League and the X-Men get called away, it falls to __**them**__ to save the day._

_Can these heroes-in-training rise to the challenge?_

_Or will they need someone with nerves of Steel?_

_Find out, in "Testing Mettle," coming to your computer soon…_


	7. Testing Mettle

CHAPTER SEVEN: TESTING METTLE

_Bayville High, Bayville, October 14, 2008_

Sitting in his seat in Biology class, the last class of the day, Evan cast a bored eye to the clock, ticking down the last few minutes of the Friday afternoon, ignoring the stray paper-ball that smacked into the back of his head; incidents like that were getting fewer and further between, so it was best to just ignore them.

Just then, the final bell rang, causing the entire class to surge to their feet, flooding out the classroom door, heading to their lockers. As he walked out of the classroom, Evan smiled as he saw Tina heading out of her class. "Hey, Spooky. What's up?"

Turning towards him, Tina smiled. "Not much, Evan." she answered. "Just looking forward to the weekend. What about you?"

Evan chuckled. "Me, Fuzzy, and Junker were gonna head to the skate-park, later this afternoon, after John puts in an hour or two at the junkyard." he answered. Since most of his former skate-pals had more-or-less ditched him, Evan had begun to introduce Kurt to the joys of skateboarding, as well as their new friend. "So, you psyched for your first team training-simulation, today?"

Tina's smile grew. "I think so." she replied. After several weeks of solo drills, and with the encouragement of the other New Mutants, Tina had finally developed enough confidence to agree to the team-drills. "I'm a little nervous," she confessed, "but, at the same time, I'm kinda excited…"

Evan chuckled. "You'll do _great_, Tina; we _all_ know it."

"We all know what?" Kitty asked, as she, Lance, and Lila walked over to them.

"Tina was just telling me how psyched she was for her first team-drill." Evan said with a smile.

At that, Lila smiled. "_That's_ the spirit, girl!" she declared. "With you on our team, we'll _definitely_ kick butt!"

Tina's smile grew at that. "Thanks!"

By then, they had met up with Scott, Jean, and Alison. "Hey, Fearless." Lance greeted. "What're you guys up to, today?"

Scott chuckled. "After today's simulations, Jean and I were planning on heading to a movie, tonight."

Jean nodded. "We'll be on a double-date with Taryn and Paul, since we haven't had much time to hang out with them, lately."

"Cool." Evan said.

Just then, John-Henry walked up to them. "Hey, guys." he greeted.

"Hey, Junker." Scott greeted with a smile.

"So, still up for doing a few ollies at the park, today?" Evan asked.

John grimaced. "Aw, man, I'm sorry, Evan, but I can't." he said. "I got a call from Mr. Kowalski at the junkyard, this morning; he said that there's a big load of car-parts coming in, and he's short-handed."

Evan frowned. "Man, that _sucks._"

John shrugged. "Mr. K.'s a good guy, and I could use the cash; plus, he lets me keep a few spare parts for my inventions – I might not even _have_ a working project for the Bayville Science Expo tomorrow, if it wasn't for him."

"Oh yeah, that's _tomorrow_, isn't it?" Kitty said. "You have to do up a research proposal and a prototype, right?"

John nodded. "The student with the best proposal in each division – Physics, Biology, and Chemistry – gets a scholarship to New York University, courtesy of LexCorp." he said. "I heard that Lex Luthor will be here, tomorrow, to _personally_ examine some of the proposals."

"I heard that, too." Scott said. "I'm sure that Principal Kelly had a hard time convincing the school-board to let the Expo be held at _our_ school."

Tina smiled. "What will your proposal be about, John?"

"I've been designing an electromagnetic tram-system for New York City, with a gyroscopic navigation system." John answered. "It'll be considerably more energy-efficient than its current subway system, and with what I'm proposing, it'll be accessible from almost _anywhere_ in the city!"

"Wow! That _is_ a good idea!" Kitty exclaimed. "You'll win for _sure!_"

"Yeah, he probably will."

At that, John froze, before turning to see Clarissa Redmond, one of the girls from their Biology class; Clarissa, 18, was fairly tall, and of slender frame, with skin the colour of the richest coffee, and amber eyes framed by glasses, her ebony hair, long and straight, reaching the middle of her back, and she was clad in her usual blue jeans and light peach-coloured hooded sweater, with her knapsack over her shoulder. She was one of the smartest students in their grade.

She was also a little sweet on Junker, and, judging from John's expression, the feeling was _mutual._

"Uh…hi, Clarissa." John greeted. "So…are you…doing anything for the Expo?"

Smiling shyly, Clarissa nodded. "I'm researching alternate ways of regulating the cell-cycle." she answered. "Specifically, I'm attempting to find ways of shutting off the cycle in cells that have lost the ability to regulate it…"

"…like cancer cells." John said.

Lightly blushing, Clarissa nodded. "Exactly!"

"Sounds great." John said. "So…see you tomorrow?"

"Y-Yeah!" Clarissa answered. "See you then!" With that, she headed off.

Once Clarissa had left, Kitty giggled. "Oh, she _so_ likes you, John!"

"What?" John said, trying to suppress the sudden burning of his face. "No, she was just being nice…"

Lance chuckled. "Are you _serious_, Irons?" he asked. "She was _flirting_ with you; even One-Eye here could've seen _that!_"

Scott half-frowned. "Funny, Alvers."

Evan frowned. "But if she's in the Expo, that means you'll be competing against her." he observed. "That's _gotta_ be rough, man…"

John shook his head. "Clarissa's project falls under Biology; mine is Physics – we're in different competitions." he replied. "Anyway, like I said, I probably won't be able to come to the skate-park, guys; after work, I still need to put a few finishing touches on my prototype. Sorry."

"No problem, JH." Evan said. "See you around!"

Scott nodded. "Good luck!"

"Thanks!" John-Henry replied. "See you later!" With that, he turned, and headed off, while Evan and the others walked away, to meet up with the rest of their friends.

XXXXXXXX

_Xavier Institute_

As the afternoon sun shone over the Xavier Institute, in the control center of the "Danger Room" training facility, K'imm J'onzz, along with the rest of her new teammates – the New Mutants – stood, waiting for their leader, as were the X-Men, and their instructors.

She hadn't actually selected a code-name for herself, yet, as her first few days acclimatizing to this new world had been somewhat straining…mostly due to the fact that most humans did not shield their thoughts at _all_. It had nearly driven K'imm _insane_, hearing almost every thought within a hundred-mile radius; others on her world had at least had the courtesy to shield their thoughts…but, to be fair, for humans, telepathy was in the vast minority – psionic dampening wasn't really an issue, for many.

Still, it had taken many sessions with her father and Professor Xavier to sufficiently reinforce her over-sensitive mind's defences so as to not be overwhelmed. The possibility of her attending school was still in contention, due to her sensitivity, as well as the fact that her education level, after a year in the Academy, was considerably higher than this 'high school' could offer.

After adjusting somewhat, K'imm had taken to altering her form in a manner similar to what her father did; with the female students of the Institute as a mental template, K'imm had gradually altered her shape to the more human-like form she now possessed: a fairly tall, slender, green-skinned humanoid, with slender curves, and mid-length light-blue hair – intially, she'd followed her father's example, until Kal's paramour, Alison, had kindly informed her that baldness was not common among females of her age on Earth. She'd kept her scarlet eyes the same colour, and clad in a dark blue bodysuit and a yellow belt, similar in design to what her teammates wore.

She'd also learned more about her new teammates; the various backgrounds and abilities of the other students here had astounded her – there was even a member of the ancient race that had built the gate-structure that floated in deep space.

Superman – Kal – had told her that _his_ people were gone, too, a fact that had been quite the shock to her; it had once been their people's hope to travel beyond this sytem, and perhaps meet the mighty gate-builders. As saddening as it was to hear of the tragedy of Krypton, it had helped, somewhat, to find a sympathetic ear in Kal.

Just then, Superman walked into the control chamber, smiling sheepishly. "Sorry I'm late." he apologized. "Flash, J'onn and I had to handle a forest-fire in Ontario."

"No problem, big guy." Cyclops assured him, as K'imm and the others nodded; K'imm knew of the team that her father and Kal were part of – the Justice League – and how they strived to serve the world they now called home.

Even on a strange, new world, her father was still a hero, K'imm noted with a smile. She couldn't have been more proud of him.

Iceman grinned. "So, Big Blue, what's on the schedule for today?"

Superman chuckled. "An oldie-but-goodie." he quipped. "Logan helped design this little drill: X-Tag."

Wolverine grinned slyly. "And all of _you_ are it, except Flyboy."

Gambit chuckled. "_Merde_, y' guys be _screwed._"

Superman smiled wryly. "Hey, give 'em _some_ credit, LeBeau." he said.

Berzerker sighed. "Let me guess: we have to tag the big guy, don't we?"

Cyclops nodded. "You have five minutes to hit Superman with these." He gestured to a nearby table, where numerous paint-ball pistols rested. "You can use whatever tactics you deem necessary to achieve your objective."

Rogue chuckled. "You'll _need_ 'em."

Siryn nodded. "I don't envy all of you."

Out of all the other students, K'imm had to admit that Siryn – Anita – was the one who unnerved her the most. After joining the Institute, her father had given her a brief description of her new peers…including the daughter of the Latverian dictator Victor von Doom. It had been initially thought that Siryn had joined the Institute with the intention to spy on them for her father…a suspicion which K'imm thought was hard to refute; Siryn's thoughts were some of the most well-guarded that K'imm had ever _seen_, only adding to the suspicion that the girl had something to hide. Complicating the matter further was the fact that Siryn had been promoted to the X-Men, the Institute's premier team; shortly after their mission to Mars, Siryn had apparently taken the qualifying exam.

Trustworthy or not, there was no questioning her skill.

Still, this was only suspicion – for all she knew, Siryn could be sincere about having joined…but K'imm's lessons at the Vanguard Academy had taught her to be watchful – _covert_ enemy operatives were often even _more_ dangerous than frontline veterans.

Havok grinned, as he and the others picked up their weapons. "Boy, Tina, you couldn't have _picked_ a better day to start team-sessions!" At that, Ghost just smiled sheepishly.

Leviathan nodded. "We get to kick our fearless leader's blue _butt!_" he quipped.

Superman laughed. "Big words, Ron." he joked. "Think you guys can back 'em up?"

"You _bet_ we can!" Multiple declared, smiling.

Power Girl giggled. "Don't kick their butts _too_ badly, _tausha._"

Superman grinned. "I don't know, _taushi_; they might just pull it off, today!"

"Keep talking, Boy Scout." Sunspot quipped.

"Once the simulation starts, Superman will have a ten second head start; after that, the rest of you can go after him." Cyclops said. "Any questions?"

No-one spoke up. "Okay, guys," Superman said, "let's get going!" With that, he and the New Mutants took the lift down to the Danger Room.

Almost as soon as they had walked onto the metallic floor, the computerized voice emotionlessly stated, "_Begin simulation._" At once, the metallic hues of the Danger Room were replaced by unspoiled wilderness; they were now in an open field, with a forest to the west of them, and a clear lake to the east, with nothing but blue skies above.

Superman smiled. "Okay, guys, you've got ten seconds to get ready after I go." he said. "Good luck!" With that, he darted off.

As soon as Superman left, the New Mutants all huddled up. "Okay, guys, if we want to have _any_ chance of winning this, we're gonna need a _plan._" Iceman said.

Boom-Boom smiled wryly. "Preferably one that he _can't_ hear a mile away, Ice Cube." she quipped.

K'imm smiled. '_Will this suffice?_' she asked telepathically, widening the psychic conversation to all of them.

Iceman grinned. '_Perfect, K'imm._' he thought back. '_Okay, it's probably a safe bet to say that Big Blue's gonna be in the air to start with; Warren, do you think you can spot him from the sky?_'

Angel nodded. '_Provided that he stops long enough for me to see him, yes._'

'_Good. Lorna, do you think your levitation is good enough to keep pace with Warren?_'

Lorna looked worried. '_I…I'm not sure; I'm still kinda wobbly._'

'_Okay, then; Roberto, you and Warren are on patrol. If you spot him, try and drive him to the beach._" Iceman thought. '_Ron, you cover the lake; if Angel and Sunspot force him to land, you box him in from the water._'

'_Got it._' Leviathan agreed.

'_Polaris, you, Havok, Boom-Boom, Magma, Jubilee and I will try and keep him pinned on the beach, while Angel and Sunspot cover him from the air._' Iceman thought. '_If he gets loose, he'll likely head for the forest; Multiple, I want you to wait for him there – he heads for you, dog-pile him._'

Multiple grinned. '_Just like Naruto?_'

Iceman chuckled. '_Yeah, little guy; just like Naruto._' he answered. Turning to Android, he said aloud, "Android, you stick with Jamie, and back him up – he'll explain on the way."

"_Affirmative._"

Resuming his mental instructions via K'imm's wide-link, Iceman continued, '_Berzerker, Cannonball, Wolfsbane, if he gets clear after __**that**__, you three head him off in the forest._'

'_Got it._' Berzerker thought.

'_Will do._' Cannonball added.

'_Aye._' Wolfsbane finished.

'_Leap, I want you to 'port K'imm, Ghost, and Husk to the far edge of the forest._' Iceman finished. '_Ghost, in your sessions, we saw you turn a few objects beside yourself invisible; think you can do that with the others?_'

Ghost nodded; in her solo sessions, she'd recently discovered that she could "extend" her invisibility to other nearby objects, as well. '_I-I'll try._'

'_Good; if Superman heads your way, try and surround him._' Iceman finished, before chuckling. '_And if we haven't hit him by __**then**__, chances are, our time will be up._' Out loud, he said, "Everyone got it?" The others all nodded. "Then let's go!" With that, the entire team scattered, heading to their respective objectives.

After Angel and a powered-up Sunspot took to the sky, they scanned the area for a good thirty seconds. "Aw, man, where _is_ he?" Sunspot muttered. "If we don't find him fast, we'll run out of time..!"

Angel nodded. "I don't think he'd be cheap enough to just hide until time runs out…"

"Nah, I wouldn't do that."

Angel and Sunspot both froze, hovering in mid-air, Angel flapping his wings to stay aloft…before turning, to see Superman calmly hovering there, smiling at them. "Looking for something?"

At once, Sunspot pasted Superman with his flame-blasts, keeping him covered, but not harming him. "Warren, _blast_ him!"

Quickly, Angel readied his paint-ball blaster…but not before Superman unleashed a burst of gale-breath, blowing the flames out, before effortlessly dodging Warren's shots. "Nice try, guys, but you'll have to do better than that..!"

"_Jubes, NOW!!_"

Iceman's voice echoed up from the beach below, before a stream of firework-like sparks shot up from the beach, momentarily blinding Superman. Before his two opponents could get a bead on him, Superman dove low, heading for the lake…but Leviathan popped up from the surface of the water, taking aim and firing, forcing Superman to change course, heading for the beach, dodging paint-pellets from above as he flew.

Touching down on the sandy beach, Superman turned and unleashed a blast of his frost-breath, freezing Angel and Sunspot's paint-pellets solid, causing them to drop right out of the sky. Turning back, he was promptly blinded by another firework burst, before his ears caught the tell-tale sound of Boom-Boom's cherry-bombs whistling towards him; as the miniature explosives arced towards him, Superman unleashed another gale-blast, blowing out Jubilee's fireworks, and causing Boom-Boom's charges to fly back towards her, sending both her and Jubilee scrambling for cover.

Before he could react, Superman braced himself as Havok's force-blasts and Magma's flame-bursts slammed into him, forcing him back a few inches, while Iceman blasted him with a torrent of ice, utterly coating him. "Okay, guys, get ready!" Iceman said. "As soon as he busts loose..!"

But he got no further, as two spots of bright red light appeared in the ice…seconds before Superman burst loose, his eye-rays having weakened the ice enough to get some room, before he fired his eye-rays with pin-point accuracy, incinerating every paint-ball they fired at him. "Nice planning, guys." he said. "You almost had me!"

Iceman grimaced; they had to stop him before he could bail..! "Polaris, _now!_"

At once, Polaris concentrated, _reaching_ for the minerals in the sand with her powers, as green electromagnetic energy crackled around her; instantly, a huge mass of sand rose up from the beach, orbiting around her, before she cast it over Superman, shrouding him like a haze, impairing his vision, and giving them time to take aim…

Thinking quickly, Superman unleashed a quick pulse of gale-breath, forcing the sand-haze in _front_ of him, before unleashing a short-range, wide-field eye-ray, instantly superheating the sand…turning it into a _wall_ of glass, as the paint-balls flying towards him smacked into it harmlessly.

Havok scowled. "_Darn_, he's good!" he muttered.

Sensing that he was outflanked, Superman darted towards the nearby forest, hoping to evade his pursuers and return to the sky…

Suddenly, a concussive force-blast took him in the side, knocking him back a few feet, as Android, in full battle-mode, stalked into view. Android fired several more force-pulses, but Superman easily darted away, evading them, before flying back towards Android, sending him flying with one punch. Android crashed into the ground twenty feet away, deactivating his battle-mode and returning to normal. "You okay, Mark?" Superman asked.

"_I am undamaged._" Android repled…before he smiled. "_You, however, have made a critical error._"

"_Dog-pile!!_"

Looking up with a start, Superman saw the sun momentarily blot out…as over _fifty_ Multiples leapt out of the trees, dog-piling onto him. Seconds later, the original Multiple stepped into view, holding his paint-ball gun. "Sorry, Big Blue," he said, "but I'm gonna have to..?"

As he'd spoken, the other Jamies had started to pile off of Superman, exposing him enough for the shot…but there was nothing under them…nothing except a person-sized hole in the ground…

Seconds later, Superman burst up out of the ground behind Multiple. "I'm sorry, too, Jamie." he said, before rocketing past Multiple and his clones, the shockwave of his passing knocking all of them off of their feet.

Darting into the woods, Superman came to a stop, scanning the area, keeping his eyes and ears open…

Suddenly, a blast of electrical energy surged into him, stunning him, as Berzerker stepped out from behind a tree, as Wolfsbane morphed out of her wolf-state, picking up the paint-ball gun she'd previously held in her teeth…

Quickly inhaling, Superman unleashed a gale-burst straight _down_, blasting himself into the air, both breaking the path of the surge and causing Wolfsbane to miss. Momentarily hovering above the ground, Superman then shot straight _down_, slamming the ground with his fist, shaking the earth and bouncing Berzerker and Wolfsbane into the air, sending them sprawling.

As he turned to go, Superman suddenly heard the sound of an object whistling through the air…before intercepting Cannonball's flight in mid-air and re-directing his path towards Berzerker and Wolfsbane, causing them to scramble out of the way as Sam crashed into the ground, dazed but unhurt.

Quickly darting away before any of the others caught up with him, Superman ran to the far edge of the forest, smiling as he saw the others far behind him…and then stopped.

He could have _sworn_ he'd heard footsteps, nearby…

Just then, there was a flash of light, as Leap 'ported into the air, giving Husk, in her ultra-dense form, the extra boost of momentum she needed to tackle into Superman, knocking him back a few feet, as Ghost and K'imm became visible, taking aim at him, but Superman quickly recovered, darting away from Husk and evading their shots. Coming to a stop, Superman readied another gale-burst as his foes started to take aim…but they all _froze_ as Ghost let out a scream of fright…as she started to _sink into the ground!!_

"Tina, hang on!!" Superman exclaimed, darting towards Ghost and reaching for her hand…but his hand passed right _through_ hers. "K'imm, pull her out!" At once, K'imm began to concentrate, levitating the frightened girl out of the ground, carefully setting her down, making sure that she didn't start to sink, again. "You okay?" Superman asked.

Shakily, Ghost nodded. "I-I think so."

Just then, the rest of the New Mutants, having heard Tina's scream, hurried over, _just_ as the timer's end-tone sounded. "What happened?" Iceman asked.

"We're not too sure, ourselves," Leap admitted, "but Ghost here had a little mishap with the ground."

Berzerker sighed. "I guess that means we lost, huh?"

Superman looked concerned. "Right now, guys, I'd say this is a 'game called on account of accident'."

Ghost looked ready to _cry._ "I'm sorry, guys…"

At once, Lila gave the younger girl a comforting hug. "Oh, sweetie, you have _nothing_ to apologize _for._" she assured her. "This wasn't your fault."

Boom-Boom nodded. "We just hope that everything's okay with you, girl."

"Hopefully, we can find out what happened; with any luck, Beast was monitoring the session." Superman said. "Let's go." With that, the entire team headed to the lift to the control room, as the holographic environment faded, revealing the silver metal of the Danger Room.

As they entered the control room, the X-Men all greeted them with worried expressions. "Is everyone okay?" Phoenix asked.

"Yeah, we're all fine." Iceman said.

Sunspot frowned. "Except for our egos getting a few bruises, but that's nothing new."

Power Girl then looked to Ghost. "Are you _sure_ you're okay, Tina?"

Ghost nodded. "I-I _think_ so, Ali." she answered. "But…what _happened?_"

Beast looked thoughtful. "I think I may have an idea, Tina." he said. "In your previous solo sessions, we've more-or-less determined the exact mechanism of your powers; when you become invisible, your body generates an energy-field which, essentially turns you invisible."

Ghost started to smile. "You mean, my powers work like Mrs. Dr. Richards'?"

"Not _quite._" Beast replied. "Susan's powers create a type of force-field that can bend light _around_ her; for anyone trying to see her when her field is up, they _actually_ see the space _behind_ her, making her, in effect, invisible."

"_Your_ field, however, Tina, apparently causes your body to actually become _transparent_, turning you _completely_ invisible." Beast continued. "In addition, you appear capable of imparting this field, temporarily, onto other objects, as we've seen."

Power Girl smiled. "In other words, you've taken Sue's gimmick one step _further._" she said, causing Ghost to smile.

"Okay, that's cool and all," Leviathan said, "but what does that have to do with Spooky falling into the ground?"

"Based on the readings I took, Tina's field was active during her mishap, indicating that invisibility isn't the _only_ thing it is capable of." Beast answered. "Apparently, it is capable of altering her dimensional state."

Rogue arched an eyebrow. "In _English?_"

"Space consists of ten dimensions, but most of us only notice four of them: Up-Down, Left-Right, Forward-Back, and Time." Superman explained. "The other six are curled in on themselves; we don't notice them at all. Hank is just saying that Tina's powers allow her to exist in one or more of these extra six dimensions, where solidity of matter isn't all that important."

Shadowcat blinked. "So, Tina has powers like mine?"

"In a sense." Beast answered. "Your intangibility works by subconsciously modulating space between atoms, creating a path for you to take, which also causes electrical devices to short out when you pass through them, since you're altering the path of moving electrons. Tina, however, is moving through extra dimensions while she, momentarily, stops existing in the dimension of the thing she's phasing through; put simply, she can phase through an object because she, _literally_, stops being there, temporarily."

"_Wow!_" Shadowcat exclaimed. "Tina, that's so _cool!_"

"Yeah, girl! That's _awesome!_" Leap added.

Ghost's smile grew at that. "Thanks, guys." she said. "So…you're not mad that I goofed up?"

"Are you _kidding?_" Polaris laughed.

"Ya just gave us an edge for the _next_ time!" Cannonball exclaimed.

Siryn chuckled. "I suppose you'll have to be more careful, next time, Kal."

Superman nodded. "Yeah, I guess so!"

"I suppose that will be enough, for now." Professor Xavier said. "You are all dismissed."

"Professor?" Superman asked. "Do you mind if I spoke with you for a moment?"

Cyclops had a feeling that he knew what his friend was talking about. "I think I might need to talk to you as well, Professor."

Professor Xavier nodded. "Of course; I'll see you both in my office. The rest of you may go." With that, the rest of the X-Men and the New Mutants headed to the locker-rooms, to change, while Cyclops and Superman went to talk with the Professor.

As they headed to their change-rooms, the New Mutants couldn't help but feel just a _tiny_ bit down. "We'll get him _next_ time, guys." Iceman said.

Berzerker sighed. "We _wish_, Drake; he's just too damn _good._"

"Yeah; he's not the reigning high-score holder for _nothing._" Sunspot agreed.

"So we just need to log a few more hours in training; we _almost_ had him, that time!" Iceman said.

Boom-Boom nodded. "Maybe _then_ the Professor will let us go on missions."

"_Aye._" Wolfsbane agreed. "No offence meant t' the League and the X-Men, but 'tis getting' a might tirin', t' be the rookies of the Institute."

"I agree." K'imm said, frowning. "I got enough of being treated like a rookie in my first year of the Vanguard Academy."

Husk looked worried. "But, are we _ready_ to go on missions?" she asked.

"_Our collective scores in training have been holding very near the minimum score necessary to qualify for X-Man for several weeks._" Android said. "_Furthermore, our team-sessions have also been consistently in the higher end of the score-range. Our proficiency in managing our abilites has improved considerably, and our tactical abilities are sound._"

Noticing Husk's blank expression, Angel chuckled. "Mark thinks we're ready."

"Hey, guys."

Turning, they saw Power Girl walk up to them, smiling. "I just wanted to say good job, today."

Leap groaned. "Not quite good _enough._" she lamented. "_Sheesh_, girl, can't you convince your man to take it easy, for _once?_"

Boom-Boom chuckled. "Yeah, Ali; all you have to do is just bat your eyelashes at him…"

Laughing, Ali feigned looking offended. "I would _never_ do that!" she protested.

"Why _not?_" Magma teased, laughing.

Husk giggled. "Because that's something that _Siryn_ would do!"

"Besides, we'll kick his butt _next_ time!" Iceman exclaimed.

"Yeah!" Multiple agreed. "Think that he'll let us go on missions _then_, Ali?"

Power Girl smiled. "Actually, I think that's what he and Scott wanted to talk to the Professor about; Kal once mentioned to me that he'd told Scott that he thought you guys were ready, and Scott agreed with him."

"So, they're talking to the Professor, right now?" Sunspot asked. Power Girl just nodded.

"What's he saying?" Leap asked. "Does he agree?"

Power Girl shrugged, as she listened to the conversation briefly. "They're still discussing it; the Professor hasn't said yes or no, yet." She then lightly frowned. "The Professor just asked Logan for his opinion."

The New Mutants all groaned. "Well, that settles it; we're screwed." Havok said.

Power Girl chuckled. "I wouldn't count him out, just _yet_, guys; _tausha_ wouldn't have gone to bat for you if he didn't think you could handle missions, and Scott wouldn't have, either – the Professor _knows_ that."

The New Mutants all nodded at that, before Ghost spoke up. "Uh…Ali?" she asked. "I hope you don't mind, but…I've heard you call Kal 'tausha' a few times, and he's called you 'taushi'; what do those words _mean?_"

Leap blinked. "You know, I've wondered that, myself."

"Me, too." Polaris agreed.

A faint rosy tint spread over Power Girl's face as she spoke. "They're Kryptonian words." she answered. "They mean the same thing: 'taushi' is used by a male to refer to a female, and 'tausha' is used by a female to refer to a male." Her blush grew somewhat. "The closest thing to it in English would be 'sweetheart,' or 'darling,' but its _exact_ translation is something else."

Boom-Boom arched an eyebrow quizzically, smiling knowingly; she _knew_ that this was going to be good. "And that would be..?"

Power Girl's smile became a bit dreamy. "'_The other half of my soul_'." she whispered.

A collctive sigh came from most of the girls. "Oh my _God_, that's so romantic…" Leap said. "Hold _onto_ him, girl."

Alison smiled. "I _plan_ to."

Berzerker rolled his eyes. "What _is_ it with girls and cheesy lines?"

_That_ statement earned a frown from the girls. "It's _not_ a 'line' if the guy _means_ it, Crisp!" Jubilee snapped. "Would it _kill_ guys these days to be a _little_ romantic?"

Android looked thoughtful. "_Observation: in human male-female interaction, the display of behaviour in males deemed 'romantic' and 'sincere' is considered a suitable trait in a prospective partner._" he said.

Jubilee laughed. "_See?_ Mark's a _machine_, and _he_ gets it!"

Android then looked troubled. "_Query: 'romantic behaviour' is presently unquantified. Please clarify._"

Havok chuckled. "Sorry, Metal-Head," he quipped, "but us guys have been trying to figure out what women want for _centuries_, and we're _still_ stuck."

"_Understood._"

Ghost lightly giggled, before she turned back to Power Girl. "Do you think the Professor will listen?"

Power Girl smiled. "I don't see why he _wouldn't_; _I_ thought you guys were _awesome!_" she exclaimed. Then, her smile turned teasing. "Then again, being a former New Mutant myself, I might be a bit biased."

Iceman chuckled. "Well, we'll keep our fingers crossed." he said. "Thanks, Ali."

"No problem." Power Girl answered. With that, she turned, and headed off, while the New Mutants headed into their respective locker-rooms, to change.

XXXXXXXX

"I don't like it."

Superman frowned as he heard Logan's answer to his and Cyclops' suggestion. "Logan, you can't deny it; they're getting better." he countered. "I really think that the New Mutants _could_ handle some of the missions the X-Men take on."

Cyclops nodded in agreement. "Superman's right, Professor; I think they're ready."

The Professor looked thoughtful. "I must admit, the New Mutants _have_ been improving considerably," he confessed, "but some of the missions the X-Men undertake are quite dangerous…"

Superman chuckled. "More dangerous than Logan's sessions?"

"Har har. _Real_ funny, Flyboy." Logan muttered. "They couldn't even tag you _once_, and you want to let them into the field?"

"_Yes._" Superman said firmly. "Today's session ended early; if they'd had a bit more time, they _might_ have just done it. They were well-organized, and their tactics were sound; the only reason they _didn't_ get me, more often than not, was because I could hear or see them coming – if it had been anyone else, they'd have been pelted seventy-seven ways from Sunday!"

Professor Xavier calmly held up his hand, stopping the argument before it started. "You all have valid points," he said, "but this is something that we cannot decide lightly. The rest of the Institute staff will discuss this matter; that is all I can say for now."

Slowly, Superman and Cyclops both nodded; that was fair enough. "Thank you, Professor." Superman said. With that, both he and Cyclops headed out of their mentor's office.

As they stepped out of the office, Jean, in her street clothes, was there waiting for them. "So, how did it go?" she inquired.

Cyclops smiled lightly. "He said he'd think about it." he answered. "He didn't say yes…but he didn't say no, either."

Jean smiled. "I'm sure he'll agree." she said. "The New Mutants really have been improving." She chuckled. "We could always use some extra help, on some of our missions."

Cyclops nodded, before grinning. "So, ready for our date?"

Jean smiled. "_I_ am," she replied, "but _you're_ not."

Glancing down at his uniform, Cyclops grinned sheepishly. "Yeah, I guess I'd better go change." he agreed. "So, were we still going to head to the Science Expo, tomorrow?"

"I was planning to," Jean said, before smiling, "but I don't think Taryn was too fussy about the idea; when I mentioned it to her, she said, and I quote: 'No offence, Jeannie, but hanging out in a gym full of science-geeks isn't my idea of a fun Saturday afternoon'."

Superman laughed. "Hey, _I_ was a former 'science geek,' missy!" he teased. "_And_ a Smallville spelling-bee champion, thank you very much!"

"Hey, _her_ words, not mine!" Jean laughed. "Still, Paul seemed interested, so Taryn could change her mind."

Superman nodded…before his belt-buckle began to beep. Quickly checking it, he sighed grimly. "Looks like _I_ have a date with an arms-dealer." Superman said. "Be sure to tell Taryn and Paul that I said hi."

"We will." Cyclops said. "Good luck." With that, Superman darted off, towards the nearest window, before flying out and zooming off, while Scott and Jean headed off, to get ready for their date.

XXXXXXXX

_New York City_

After catching a ride into the city with Lance and Kitty, who were heading to the mall – or rather, Kitty had guilted her boyfriend into taking her – Evan and Kurt, carrying their skateboards, in their helmets and knee and shoulder-protectors – and image-inducer, in Kurt's case – were walking towards the local skate-park.

As they walked, Kurt grimaced. "I'm still not sure I can pull off zat '180-svitch-fakie rail-slide,' Evan." he gulped.

Evan just chuckled. "Relax, Fuzzy; it's a _lot_ easier than it sounds. You pulled off the kickflip-to-mid-air-tail-grab, right?"

"_Ja_, after falling flat on my face, a half-dozen times."

Evan grinned. "But think how cool Amanada will think you are," he said, "_plus_, every bruise you get is just one more that she can kiss to make it better."

At that, Kurt's eyes widened, as he smiled goofily. "Vat are ve _vaiting_ for?! Let's _go!_" With that, he darted off, and a chuckling Evan quickly followed him.

As they passed by the New York Junkyard, where Junker worked, however, Evan paused, prompting Kurt to double back. "Vat's wrong?" Kurt asked.

"Nothing," Evan said, "I just thought that maybe we could pop in and say hi to Junker, since he couldn't hang with us, today."

"Oh. Sure, vhy not?" Kurt answered. With that, they both headed into the Junkyard.

As they both walked through the Junkyard, Evan could only stare at the mile-high piles of junk looming over them; there were broken-down appliances, rusted-out car-frames, chipped toilet-seats, and other things that they didn't even _recognize._ '_Well, at least Junker's got a good supply of spare parts._' Evan thought.

After a few minutes of walking, Evan and Kurt came to the main office; walking in, they found a slightly short, somewhat-portly balding man, in his mid-to-late forties, clad in full blue overalls, tinkering with a rusted-out gizmo. As they walked in, the guy looked up. "Yeah?" he asked, in a New Jersey accent.

"Uh, hi, I'm Evan Daniels, and this is Kurt Wagner; we're Junker's – I mean, John's pals." Evan introduced. "We just wanted to pop in and say hi; do you mind?"

The man considered them for a moment…and then grinned. "Sure, no problem." he said, before extending his hand. "Leo Kowalski."

Evan smiled, and shook it. "Nice to meet you."

"Likewise." Leo said. "Anyway, the kid's out back; just take a left at the blue busted-up Silverado; you can't miss him. Still, you kids better be careful."

"We will, thanks." Evan said. With that, he and Kurt headed out back, to find their friend.

Sure enough, they followed the path to the left of the broken-down Silverado and found Junker, working the nearby crane and dropping old broken-down cars into the compactor. After dropping one last car-frame into the compactor, John hopped out of the crane to switch on the compactor…and smiled as he saw them. "Hey, guys! What are you doing here?"

Evan shrugged. "Just figured we'd stop by and see how you were doing before we headed to the park."

Kurt nodded. "_Ja_; sorry you had to vork, man."

John shrugged. "Hey, ya gotta do what ya gotta do." he answered. "Don't worry about me, guys; you go on ahead…"

"Hey, kid! Come take a look at _this!_"

Hearing his boss' call, John quickly ran towards where Leo's voice had come from, followed by Evan and Kurt. In minutes, the three of them had reached the junk-pile that Leo was standing next to, looking at something beyond it. "What is it, Mr. K..?" John began, but his voice trailed off as he saw it.

There, in front of them, about a quarter-buried in the heap of metal refuse, lay a large, round-edged, grey metal van, about half-again the length of a normal vehicle. Its frame had an eerie glint to it, and there seemed to be a half-spherical glass dome on top, almost resembling a turret.

"Whoa…" Evan murmured as he saw the vehicle.

"Vat _is_ zat??" Kurt exclaimed.

Leo just whistled. "_That_, boys, is a piece of military history." he explained. "This is a 1946 Bobcat Armoured Troop-Transport Prototype; it was developed shortly after World War Two, designed to move ground troops into a hot combat-zone _fast._ It's got a reinforced stainless steel hull, one top-mounted bulletproof glass-covered Gatling turret, and four side-mounted gun-ports." He grinned. "Whoever said 'they don't make 'em like they _used_ to' must've been talking about _this_ baby."

"What's it doing _here?_" John asked.

Leo sighed. "The Bobcat was meant to be a fast-deployment vehicle in case the Commies tried an all-out ground-war, but when the war started to get chilly, the Bobcat Project bottomed out, and the few prototypes were sold off as scrap...which was a damn shame, since they worked just _fine._" he answered. "I always thought that they were all destroyed…but apparently, one of 'em got stripped down and sold to a civilian, if it ended up here." He gestured to the empty turret and gun-ports. "Normally, military vehicles like this get sent to their own junkyard, but since it didn't have any live ordnance, and since nobody knew what the heck it was, it came here."

John nodded. "So…what do we do with it?"

Leo shrugged. "Beats me, kiddo. We can't scrap it, 'cause our compactor wasn't built to handle armour plating; you try and junk it, the only thing you'll trash is the compactor. Looks like we're stuck with it."

Slowly, John started to smile. "Mind if I try to fix her up?"

Leo blinked…and then grinned. "Why not?" he replied. "You know our motto in this business!"

John grinned, as both he and Leo spoke at the same time: "_If you can trash it, __**we**__ can __**stash**__ it!_"

Leo's grin started to fade. "But if you want to _drive_ her, kid, you're probably gonna need a special permit, or something, and _that_ I can't help you with; I wouldn't even know where to start." he added. He then smiled, as he glanced to his clock. "Tell you what, kid; your shift almost up – you get the Bobcat out of the way, you can take the last few hours off."

At that, John grinned. "Yes, _sir!_" he exclaimed. "I'm on it!" With that, he hurried off, as Evan and Kurt followed.

After clearing away the old junk around the Bobcat, John backed his truck – a fairly old pickup truck with a tow-crane – into the yard, and, with his friends' help, attached the crane to the Bobcat's front bumper, before towing it further into the yard, stopping at his own office, a small building with a garage. Towing the Bobcat into the garage, which doubled as his workshop, John parked his truck, before getting out and unhooking the Bobcat. "Well, that's that!" John declared.

"I'll say!" Evan agreed. "How'd you get so good with machines, man?"

John chuckled. "I guess I've always had a knack for putting things together," he said, "but my Grandpa runs a towing company; my truck is actually _his_ tow-truck." His tone then turned a bit sad. "He gave it to me when his leg started acting up, a few months back."

Kurt blinked. "Is he okay?"

"Yeah, he's fine, except he can't work, anymore." John said.

Evan's expression saddened. "Can't your Mom and Dad help him out?"

John's eyes lowered. "My Mom died when I was only five." he whispered. "My Dad was a cop; he was killed in the line of duty when I was eleven. I've been living with my Grandma and Grandpa ever since."

Evan's eyes went wide. "Aw, man…John, I'm _sorry…_"

John shrugged. "Don't worry, man; you didn't know." he answered. "Anyway, with Grandpa Joe off until his leg gets better, I took a job here to help ends meet, since Grandpa's pension isn't enough."

Kurt sighed. "Man, zat's rough."

"Could be worse." John said. Then, he started to smile. "Hey," he added, "can I show you guys something?"

"Sure." Evan answered.

At that, John's smile grew, as he hopped up onto the trunk of his truck, kneeling by a locked steel tool-chest, easily larger than him. As Evan and Kurt followed, John began to unlock the chest. "I've been working on this for the past seven years, more-or-less." he explained. "I'd started designing it after my Dad was killed, just as a way of coping…but then, I started to _really_ develop it…and then when I started working here, I _finally_ got a chance to try and make it work…" With that, he removed the chest's padlock, and heaved the chest open.

All that Evan and Kurt could do was _stare._

There, lying in the chest, was a full, dull steel-grey suit of mechanized armour, looking as if it had been MacGyvered together from spare parts…likely because it _had_ been. The armour's frame was around the same build as John was, with fully articulate mechanized gloves, and mechanized boots, with what _looked_ like an improvised rocket-booster on its back, cobbled together from a muscle-car's engine and exhaust system. Its helmet had two narrowed eye-slits, and a metal mouth-plate, and a large, mechanized sledge-hammer was in its hand.

"_Holy..!_" Evan murmured. "Junker, you built this from _scratch??_"

John nodded. "I call it the Steelskin." he answered. "I designed it for use on the police force; with any luck, in the next few years, every beat cop on the street will be wearing one of _these_ babies. This prototype has reinforced steel armour plating, hydraulically-boosted joints for mobility, a limited jump-jet system, and," he gestured to the sledgehammer, "a concussion-field-generating mallet; designed it myself."

"_Radical!!_" Kurt exclaimed. "John, vhy don't you use _zat_ as your project?? You'll vin for _sure!_"

John looked concerned. "For one thing, I haven't _tested_ it, yet; it's only just _barely_ out of the design phase." he answered. "That's part of why I want to win that scholarship; with any luck, I can really get this idea off the ground."

"Well, if your project is _anything_ like this, you'll _ace_ it, man." Evan said…before grinning. "I bet _Clarissa_ will be impressed."

"Thanks." John said, before smiling. "Look, why don't you guys go on ahead; I just need to drop by my place for a few minutes – I'll catch up, later."

"Sure." Evan agreed. "See you." With that, Evan and Kurt headed off, while John hopped into his truck, and headed home.

XXXXXXXX

_Irons residence, New York City_

After leaving the junkyard, John drove into the New York suburbs, parking the old pickup tow-truck in the backyard parking-space of his grandparents' house; the Irons residence was a pleasant little house, although it had likely seen better days.

Still, it was home.

As John stepped inside, he smiled as the scent of Grandma Muriel's famous gumbo filled the air. "I'm home!" he called out.

The very second he did, Muriel Irons, a fairly tall, lean African-American woman, in her mid sixties, with mid-length grey hair, and dark eyes framed by spectacles, in her usual faded floral dress, hurried out to greet him. "Welcome 'ome, honey!" she exclaimed, her voice still carrying the accent of her New Orleans home. "'ow was school, today?"

John smiled. "Pretty good, Grams." he answered. "Listen, do you mind if I eat supper a little later? I was going to go hang with a couple of friends…"

"'Course I don' mind, child; you go an' have fun with y' friends. Lord knows y' ain' 'ad much time f'r y'self, wit' all de 'ours y' work at de yard…"

John smiled weakly. "Really, it's okay, Grams…"

"The _hell_ it is."

Turning, John smiled as he saw his grandfather. "Hey, Grandpa Joe."

Joseph Irons, in his late sixties, was around the same height as John, with a frame that had clearly once been muscular, but had weakened with age, though Joe would have been the first to tell _anyone_ that he could still put in an honest day's work as well as _anyone_ else. His short grey hair was thinning on top, and he wore his usual flannel shirt and blue overall pants, with his cane in his right hand, supporting his bad leg as he limped into view. "It ain't right," Joe muttered, "a smart boy like you oughtta be in those clubs for brilliant youngsters, like that 'debate team,' things like that; _that's_ what universities look at, not how many hours you pulled trying to pick up the slack just 'cause some old fogey's bum leg ain't covered under insurance..!"

"Hey," John said, "it's not all bad, Grandpa Joe; my grades are pretty high, right? Plus, I've had time to work on my project for that Expo, tomorrow, remember? If I get a scholarship, that's pretty much a _guarantee_ that I'll get in, so don't worry about it, just yet, okay?"

At that, Joe smiled lightly. "You're a good boy, John." he said. "Now, you go on, and have some fun with your friends; we'll save some of that gumbo for you."

"Thanks." John replied, before heading to his room, where he quickly changed out of his work uniform and into his regular clothes, before glancing to his prototype model of the tram-system he'd designed. Picking up his tool-box, John decided to make a few quick adjustments before he left, absently switching on his small TV as he worked…

"…_reports are coming in now of the largest illegal arms seizure in recent New York history; police now have key members of one of the largest smuggling rings in custody, after the Justice League initially intercepted and apprehended one of their main shipments. It is currently unknown as to who these weapons were meant for, but thanks to the League, they certainly won't be getting them!_"

As he finished the adjustments to his prototype, John smiled to himself as he switched off the TV. The Justice League certainly had been busy, these past few months; they certainly were committed to making the world a better place, and at the pace they had set, they just might be able to pull it off…

Those thoughts made John pause, momentarily, as he began to think more carefully about his own decisions. Sure, his ideas for the tram-system and the Steelskin were pretty good…

…but were they _enough?_ Wasn't there anything _more_ that he could do..?

Sighing to himself, John shook himself out of his silent reverie; he was no superhero – he was just a kid with a knack for machinery. '_I'll leave the superheroing to Superman and the League._' he thought. '_They're the ones that do it best._' With that, he grabbed his skateboard and protective gear, before he headed out, to catch up with his friends.

XXXXXXXX

_Bayville High, October 15_

"Okay, _how_ did you talk me into this, again, Jean?"

As she and Scott walked towards the school next to Taryn and Paul, with the rest of the X-men and the New Mutants following them, having taken the X-Van, Jean smiled at her friend. "I just reminded you that John-Henry was in this Expo, today, and that the rest of us were going to be there to support him." she said. "Besides, the displays at these sort of things are really interesting; you could actually _learn_ something."

Taryn half-smiled and half-pouted. "And you _didn't_ use your psychic powers on me?" she teased.

Paul laughed as he looped an arm around his girlfriend's shoulders. "Come on, 'Ryn; _one_ Saturday with our pals isn't going to kill us!"

Taryn chuckled, before she fixed Jean with a joking glare. "Fine," she teased, "but you _so_ owe us!"

Scott smiled at Jean. '_Clark said he was covering the Expo for the Bugle, right?_' he sent to her.

Jean nodded. '_Yeah, so we'll need to be careful._'

Taryn noticed Jean's change in expression. "You two were using that mind-speak thing, weren't you?"

Jean just smiled knowingly.

Paul chuckled. "Well, that sure cuts down on your phone-bills." he quipped.

Behind them, K'imm, in a short-chestnut-haired, hazel-eyed, 17-year-old female human form, clad in blue jeans and a green t-shirt, arched an eyebrow. "What exactly were you saying?" she inquired.

Ray groaned. "If it's more of their lovey-dovey stuff, I don't _wanna_ know."

Wanda snorted. "Would you prefer that they said it out _loud?_"

It was then that Taryn noticed K'imm. "New student?" she asked.

"Uh…yeah!" Kitty said. "This is…Kim; Kim Jones."

"Oh, okay." Taryn said. "Nice to meet you!"

K'imm arched an eyebrow towards Jean. '_Jean, why did you not tell them I was from Mars?_'

'_It's for your own protection, K'imm; if word gets out that there's __**another**__ Martian at the Institute, some people might draw the connection between you and your father._'

K'imm's eyes went wide, before she discreetly nodded. '_Understood._'

Glancing to Alison, Taryn smiled. "So, Ali," she asked, "how's Kal, these days?"

Alison smiled at that. "Busy," she answered, "but we find the time."

Anita lightly frowned at that, but her expression quickly became neutral, again. "How…lovely for you." she said.

It was an uneasy truce.

By then, they had all walked into the school's main entrance, and were walking through the hallways towards the gym. As they walked, Jean glanced to the janitors mopping up the floor…and noticed that she had never seen them, before; they were _new…_

Shrugging to herself, Jean shook her head; they were probably hired on to help clean up after the Expo. With that thought in mind, she and the others walked into the gym, now filled to the brim with booths. "John's booth should be on the east side." Scott said. "Jean and I were going to head there, first; after that, we were just going to browse around."

"Sounds good." Bobby agreed. "What say we all meet up here in an hour?" The others all nodded at that suggestion, before they headed into the Expo.

XXXXXXXX

After the Xavier Institute students had passed by, the two janitors looked to each other, and nodded, before putting their mops and buckets into the nearby maintenance closet and taking out two duffel bags, and then taking the "Staff Only" stairs up to the roof; no-one even noticed them – two janitors doing roof maintenance was nothing out-of-the-ordinary.

As they emerged onto the roof, the janitors immediately got to work: putting their duffel bags down, they hurriedly opened them, revealing high-tech electronics, before they began to quickly assemble the device they'd been ordered to deploy here: a radio/sonic jammer, capable of rendering every radio transmission and sound within its target area inaudible.

Neither they nor their superiors wanted a certain red-and-blue-clad someone to hear _anything_ that happened here.

In minutes, the jammer was assembled, and one janitor knelt by it, ready to activate it, while the other took out his palm-top computer, and sent a text-message, the _only_ safe form of communication for this mission.

_A.I.M. One to A.I.M. Command. Jammer is ready; awaiting instruction._

_Command to A.I.M. One. Is Luthor in proximity?_

_Affirmative, Command. Proceed with operation?_

_Negative, A.I.M. One; stand-by until confirmation of Kryptonian's location can be verified. Knowing the alien, we just need to wait until some 'emergency' pops up._

_Acknowledged, Command. A.I.M. One holding position. Out._

With that, the janitor ended the text-transmission, before waiting next to his comrade, as several black vans discreetly pulled up alongside the school…

XXXXXXXX

As they walked through the gym, glancing at all the project-booths that had been set up, Bobby, Alex, Lorna, Tina, and Mark kept an eye out for their pal, John. "So, what's Junker working on, again?" Havok asked.

"Some kind of new electromagnetic tram system for New York." Bobby answered. "It's supposed to be more fuel-efficient, but I'm not sure about the details."

"_I once inquired to John about his project._" Mark stated. "_It utilizes a hydrogen gas-based fuel-cell engine, as well as an electrolytic chamber to electrolyse the water-vapour by-product back into fuel-gas. The electric current used is run through a wire coil on the underside of the tram, which creates a magnetic field in opposition to the field produced by currently-operating subway tracks; this opposing magnetic force is sufficient to cause the tram to levitate several inches off of the track, held in equilibrium by gravity, while the engine propels the tram. In order to safely navigate the tram, John has also developed a gyroscopic navigation system to keep the tram on-course._"

"_Whoa._" Bobby said. "Junker's _got_ to be some kind of _genius…_"

"_I concur. His proficiency with machinery and applications of physics are quite considerable. It is highly likely that the judges of this event will agree._"

Alex chuckled. "In other words, John's got this thing sewn up." he said. Turning his gaze towards Lorna, he added, "So, Lorna, what do you think?"

Lightly blushing, Lorna smiled, and answered, "Well, if John's project is really that good, then he should have a good chance, but I'm not sure about some of the other projects…"

Alex nodded. "Me neither." he admitted, chuckling. "The only physics _I've_ ever been _really_ interested in is the physics of waves, and _that's_ just only been enough to keep me from wiping out!"

"Hey, I think I see Clarissa!" Tina exclaimed. "Maybe she knows where John is!" With that, the five of them headed towards Clarissa's booth.

As Clarissa saw them approach, she smiled. "Hey, guys." she greeted.

"Hey, Clarissa." Lorna answered. "How's it going with your project?"

"Oh, pretty good." Clarissa said. "I haven't seen the judges, yet, but I'm feeling pretty good about it."

"Well, good luck!" Bobby said. "Anyway, have you seen Junker around, lately? We just wanted to say hi."

At that, Clarissa lightly blushed. "I…I think I saw him set up, a few feet that way." she said, pointing further down the aisle of booths. "If you see him, tell him I said good luck!"

Alex chuckled. "We will. Thanks!" Waving goodbye, they headed further down the aisle.

After walking a few feet, sure enough, they found John's booth, where John had just finished setting up the smaller, fully-working model of the tram-system he'd proposed. Bobby whistled as he saw the prototype. "Nice setup you got here, Junker." he said. "We were _going_ to wish you luck, but it doesn't look like you _need_ it."

John chuckled. "Thanks, guys." he answered. "That means a lot."

Lorna lightly giggled. "_Clarissa_ said to wish you good luck, too."

Alex grinned. "So, you gonna ask her out?"

John smiled sheepishly. "I don't know…"

"Why _not?_" Bobby exclaimed. "She _obviously_ likes you, man! What do you _need_, an engraved _invitation??_"

"_I concur._" Mark said. "_Clarissa's behaviour in proximity to you is indicative of attraction; the probability of her being receptive to an overture on your part is considerably high._"

John chuckled. "Ever hear of _tact_, Metal-Head?" he quipped.

Mark blinked. "_I was merely being honest._"

Bobby shook his head. "Mark, being honest _all_ the time isn't necessarily a _good_ thing."

Tina lightly giggled. "Spoken like a guy."

At that, there was a moment's silence, causing Tina to freeze, afraid she'd said the wrong thing…and then the others – save Mark, having missed the joke, as usual – burst out laughing. "Tina," Lorna exclaimed, "did you just make a _joke??_"

"Ice Cube," Alex laughed, "you got _burned!_"

John chuckled. "It's _always_ the quiet ones."

"Ain't _that_ the truth."

Turning, John and the others saw Lex there, with several officials – judges – with him. "Hey, guys." he greeted.

"Hey, Lex." Bobby answered.

John froze. "You guys…_know_ each other??"

Lex chuckled. "Let's just say they're friends of a friend." he answered. "It's Irons, right?"

John nodded. "John-Henry Irons, Mr. Luthor." he said, extending his hand. "It's a pleasure to meet you."

"The pleasure is mine." Lex answered, shaking John's hand…before grinning. "But _please_, John, it's _Lex_; every time I hear 'Mr. Luthor,' I think my father is standing behind me."

John chuckled. "Yes, _sir._"

Glancing at John's prototype, Lex whistled. "Nice little setup." he said, before taking a look at John's proposal paper. "So you're saying that this could be run on _existing_ track-systems?"

John nodded. "The repulsion system operates in opposition to the magnetic field already created by the tracks." he elaborated. "With a few minor modifications, _existing_ rail-cars could utilize this system…"

"…rather than overhauling the entire transit system." Lex finished. "Not _bad!_" He glanced to the judges, who were busily writing on their score-pads. "I think we've got a keeper!"

At that, John beamed. "_Thank you, sir!_"

Lex just smiled. "Well, I hope you all enjoy the rest of the Expo." he said. "See you around!" With that, he and the judges headed off.

Bobby grinned. "_Told_ you you didn't need luck!"

John chuckled. "Hang on, guys; I haven't won _yet._"

Just then, the prototype train suddenly started to grind along its track, prompting John to switch it off. "Darn; the track-battery's dead." he muttered. "I had to use a car-battery to electrify the track and set up the magnetic field; _knew_ I should've used a fresh one."

Tina looked worried. "Do you have a spare?"

"Sure, but it's in my truck." John said. "I'll also need my tool-kit; the track might have gotten a little banged-up."

"Mind if we help?" Bobby asked.

John smiled. "Sure, why not?" he replied. "We'd better move quickly; the winners are supposed to be announced as soon as the judging ends." With that, John and the others hurried outside, to the parking lot.

As they came to John's pickup tow-truck, a sonic boom suddenly shook the air, before a familiar red-and-blue blur darted by overhead. John chuckled. "Looks like your pal's on the job, again."

Alex chuckled. "Yeah, he's pretty much on-the-clock, 24/7."

"With _his_ job, I'm not surprised." John commented, unlocking the truck's cabin, before pushing a lever, flipping the seat forward, allowing him to get at his tool-box and spare battery. "So, what's the big guy _like?_" he absently inquired.

Bobby shrugged. "Kinda like an older cousin, except _he's_ visiting from _really_ far away." he answered.

"No kidding." John agreed, handing the car battery to Bobby as he fished out his tool-kit. "How far away _was_ his home-planet? Krypton, right?"

"_Correct._" Mark agreed. "_Krypton was the third planet of the Xerius Galaxy, which lay in excess of over two billion light-years from this system._"

John whistled. "_Love_ to get _that_ kind of mileage on _my_ truck." he commented, as he pulled out his tool-kit. "Well, that's everything; we'd better head back."

Tina nodded in agreement…before her expression turned worried, as she glanced to the side. "Guys?" she asked. "What are those vans doing there?"

Turning in the direction she had pointed to, they all saw three black vans parked near the side-entrance of the school. "I don't know," Bobby said, "but _something_ tells me that we'd better check it out."

John nodded warily. "Mind if I tag along?"

"Sure thing, Junker," Alex said, "but just be _careful._"

"Got it." John agreed, before the six of them stealthily approached the parked vans, keeping out of sight, while watching them intently, trying to discern their purpose…and fighting the growing sense of unease that was filling them…

XXXXXXXX

As the Kryptonian's flight shook the air above them, the two janitors watched him go, keeping _well_ out of sight, before sending another text-message.

_A.I.M. One to Command; the Kryptonian's location is confirmed – subject is heading out of city._

_Confirmed, A.I.M. One; reports also indicate that the X-Men are withdrawing to handle another crisis elsewhere. You are go for deployment; once jammer is active, assume radio silence._

_Acknowledged, Command; A.I.M. One out._

As the transmission ended, the two disguised operatives of the organization known as A.I.M. switched on the jammer; instantly, the entire school was blanketed in a field that nullified every outbound signal coming from the school, as well as making it _impossible_ for _anyone_ to hear what was going on inside the school. With the jammer's activation as a signal, the two-dozen armed A.I.M. agents poured out of the vans and into the school…

XXXXXXXX

_A few minutes earlier_

As they all met up at the entrance to the gym, the X-Men and the New Mutants – minus Bobby, Alex, Lorna, Tina, and Mark – as well as Taryn and Paul, were all somewhat glum. "Did anyone see John?" Scott asked.

Warren, his wings concealed under his jacket, shook his head. "Sorry, Scott; no sign of him."

"Do you think the others have foind him?" Kitty suggested.

"Maybe," Sunspot agreed, "but you'd think they'd be back, by now."

Alison nodded, her expression mildly worried. "Well, whatever it is, I hope they get here, soon; I think the judges are about to announce the winners…"

Anita sighed exasperatedly. "Oh, _do_ relax, Blaire." she said. "I'm sure that whatever it is isn't going to take long…" As she spoke, she happened to walk around a corner…

…and collided with a familiar, tall, lean-framed young man, in brown slacks, a long-sleeved shirt, and a sweater-vest, his blue eyes framed by glasses, and his short black hair parted in the middle.

"G-Gosh, I'm so sorry, miss!" Clark Kent exclaimed, helping Anita to her feet. "I-I didn't mean to.."

"_Unhand_ me, you _buffoon!!_" Anita snapped, snatching her hand out of Clark's…completely missing the knowing chuckles of the others, save Taryn and Paul, who were chuckling only at the mishap itself. "I should very well..!"

Alison frowned at Anita's forming threat. "_Cool_ it, LeRoux." she said calmly. "It was an _accident_, that's all." She cast a brief, discrete gaze towards Clark, before looking away quickly. "So he's a little accident-prone; it's not a _crime._"

Calming herself, Anita looked to Clark. "My…apologies." she said. "I…overreacted."

Clark smiled sheepishly. "_Completely_ understandable, ma'am." he answered. "Lord knows my _boss_ has gotten on my case for being so darn _clumsy._"

Taryn blinked momentarily…before she smiled. "I _thought_ I recognized you!" she exclaimed, causing Clark to freeze…

…until she finished her sentence: "You were here _last_ year to do a story on Jean!" Laughing, she added, "You were the goof-ball who stepped in that janitor's bucket!"

Chuckling, Clark nodded. "Yep; that's me." he answered. "I'm just covering the Expo for the Bugle; these sort of events make for good stories, especially when someone like Lex Luthor is involved."

Anita's expression was flat. "I'm sure."

Scott chuckled. "Mr. Kent," he asked, "we were looking for a few of our friends; have you seen them, by any chance?"

Clark looked thoughtful. "Did one of them have silver metallic skin?"

"That's Mark." Amara said. "So you saw them?"

Clark nodded. "They were at a booth with a model tram-system." he answered. "I think I overheard them offer to help the booth's owner get a replacement track-battery from his truck."

"Thanks." Scott said. "Well, good luck with your story!"

Clark laughed. "Thanks!" he replied. "See you around, I guess!" With that, he headed off.

"I hope John _does_ win." Evan thought aloud. "The guy _deserves_ it."

"_Ja._" Kurt agreed. "Ve saw one of his 'projects' vhen ve talked to him, yesterday; if his proposal is _anything_ like zat…"

Suddenly, Scott's cell-phone started to ring, prompting him to answer it. "Hello?"

"_We've got trouble, Slim Shady; Beacon just picked up an F.O.H.-related hostage crisis in Chicago._" Superman said through the line. "_Hawkgirl, Batman, and I have to head to India to deal with a bomb-threat, and the rest of the League is on assignment elsewhere…_"

"No problem, Boy Scout; we can handle it." Scott answered. "Good luck."

"_You, too. J'onn will send you the rest of the intel as soon as you're in the air._" Superman said. "_Boy Scout out._"

As the call ended, Scott looked to the rest of the X-Men. "We've got trouble, guys." he said. "It looks like the F.O.H. are acting up, again."

Remy shook his head. "Dose guys don' know when t' _quit._"

Kitty looked worried. "Does the League know?"

"Yes, but they're already on assignment elsewhere," Scott said, "so it's up to _us._"

Jean nodded. "I'll contact the Professor, and have him send the Blackbird to the football field; it should be able to pick us up there."

"Agreed." Scott said. "We'd better get moving."

"Good luck." Paul said.

"Thanks." Alison answered.

Anita chuckled. "The sentiment is appreciated, but unnecessary; we will not _need_ it."

Rogue scowled. "_Don't_ get cocky, LeRoux; X-Man or not, _that's_ how you get yer butt kicked."

"Cool it, you two; save it for the bad guys." Scott said. "Let's go." With that, the X-Men quietly headed out of the Expo, to rendezvous with the Blackbird.

Taryn lightly frowned as her friends left. "I guess _this_ is how it feels to be a third wheel." she commented.

Jubilee sighed. "Welcome to _our_ reality, Fujioka."

"Amen to _that._" Sam said glumly. "Ah gotta admit, this is getting' _old…_"

Jamie's expression turned sad. "Do you think we'll _ever_ get our chance?"

Tabitha smiled, ruffling her younger teammate's hair. "I'm _sure_ we will, Squirt." she assured him.

Rahne nodded in agreement. "Don't go losin' 'eart, laddie; we'll get our shot, soon enough…"

By then, the judges, along with Lex, had headed to the main stage, to announce the winners. "Well, this certainly has been an eventful day." Lex spoke into the microphone. "If I'd had any idea that there would _this_ many brilliant minds here, I'd have brought my recruiters." The audience all chuckled at that. "Now, as much as I'd like to give a scholarship to _every_ student here," he continued, "my Accounting department would have a _heart-attack_ if I did, so I'm afraid we had to select one _exceptional _student from each of the three main categories." He then looked to the judges, who handed him the list of names. "From the Chemistry category…Lloyd Webber!" At that, Lloyd – a thin, gangly kid of 17 – hurried up to the stage, as Lex shook his hand as he stepped up.

"From Biology…Clarissa Redmond!" At the sound of her name, an overjoyed Clarissa hurried onto the stage, as Lex called out the last winner. "And from Physics…John-Henry Iron..!"

But before Lex could finish calling out John's name, the main doors of the gym suddenly burst open, as two grey-clad armed men, their faces hidden by helmets with black-glass visors, ran in, lobbing tear-gas grenades into the crowd; as coughing and screaming filled the air, about two-dozen more armed thugs darted in from the side-entrances, quickly surrounding the crowd, while a handful of thugs ran onto the stage, aiming their weapons at Lex.

Lex's eyes narrowed as he looked at the newcomers. "Who are you?" he demanded. "What _is_ this?!"

"Try to relax, Mr. Luthor; you have something we require. Cooperate, and we won't have to damage any of these brilliant young minds." the thug said. "I'm _sure_ you wouldn't want _that_ on your conscience."

To the rest of the crowd, he added, "As for all of you, our business is with Luthor; as long as you all stay quiet, and don't try anything _stupid_, it will _stay_ that way." At that, the rest of the goons cleared their automatic weapons in emphasis, while their leader and his two flunkies shooed Lloyd and Clarissa off the stage, before leading Lex away.

Looking to each other, the New Mutants all shared similar expressions of worry. '_What should we do?_' Lila thought, letting K'imm catch her thoughts and broadcast them to her teammates.

'_I don't know._' Warren thought. '_We're completely out-gunned…_'

'_Wait!_' Ray thought. '_What about Bobby and the others? Maybe they didn't get caught!_'

'_Yeah!_' Jamie agreed. '_They can call for help!_'

'_K'imm, can you get a hold of them?_' Roberto thought.

'_I will try._' K'imm thought back, before reaching out with her thoughts, trying to contact her absent teammates, to notify them of what was happening…

XXXXXXXX

After discreetly watching about two dozen armed men emerge from the black vans, John and the others were utterly _horrified._ "W-What's going on?" Tina cried.

"I don't know, Tina." Bobby murmured…before he froze. "Guys, I just heard from K'imm; she says that these goons are after Lex, for some reason, and they're holding everyone hostage..!"

Mark's expression turned grim. "_We must notify the Justice League and the X-men._"

"You _said_ it, Metal-Head." Alex agreed. "Can you get on the phone and tell them what's happening?"

Mark's eyes narrowed as he focused, activating his wireless communication system…and then frowned. "_I am unable to comply; there is a jamming field in place around the school. My sensors indicate that it is masking all forms of electromagnetic communication, as well as sound waves._"

"In other words, no-one can _hear_ anything that's happening, here." John muttered. "Sounds like these guys were dead set on making _sure_ that your pals didn't find out about it."

Lorna looked stricken. "What should we do?!" she cried.

Bobby's expression turned determined. "Guys…_we're_ going to have to handle this."

"_What?!_" Tina cried. "But…But we _can't!_"

"We _have_ to, Tina." Bobby said firmly. "Whatever these guys want with Lex, it's _nothing_ good; who _knows_ what they could try to get out of him? We _have_ to stop them; it's what _Superman_ would do!"

Slowly, Alex nodded. "Ice Cube's right, guys." he said. "I'm in."

After a few seconds, Lorna also nodded. "Me, too."

"_It is the proper course of action, given the circumstances._" Mark added. "_I will assist._"

Tina slowly gulped. "O-Okay."

At that, Bobby smiled, before his expression turned firm. "Mark, can you get a fix on that jamming signal?"

"_Affirmative; my sensors indicate that the signal is originating from the rooftop._"

"Okay, then." Bobby said. "Lorna, you and Mark get up there and shut it down; if this gets out-of-hand, we'll need backup." He then turned to Tina and Alex. "Tina, do you think you can phase me and Alex in through the walls?"

Tina gulped. "I…I don't know…"

Lorna smiled. "You can do it, Tina." she assured her.

"Yeah, Spooky." Alex agreed. "We _know_ you've got it in you."

At that, Tina smiled. "I'll…I'll _try._"

"Okay." Bobby said. "We'll phase in through the east wall; from there, we should be able to phase into the gym and get the drop on those guys; we'll contact K'imm and organize the others as soon as we see what we're up against."

"What should I do?" John asked.

Bobby looked regretful. "Sorry, man, but you'd better just stay here; it's probably gonna get pretty hairy…"

John sighed, and then nodded. "I understand." he said. "Be careful."

"Thanks." Bobby replied, before turning to the others. "Let's go, guys." With that, he, Alex, and Tina hurried around to the east side of the school, while Lorna concentrated hard, adjusting her own magnetic field, and levitating herself onto the roof, as Mark simply extended his liquid-metal arms and pulled himself up onto the roof, before they both went after the source of the jamming signal.

'_It's for the best._' John thought to himself. '_They know what they're doing. You'd just be in the way._' It wasn't his job to risk his neck…

…but it _had_ been his _father's._

John froze as he thought that. '_Even if I __**wanted**__ to help, what could I do? They have special abilities; I __**don't.**_' That was the _truth_; all he had was an aptitude with machinery…like the prototype in his..!

It hit him harder than a wrecking-ball.

The idea sounded absolutely _nutty_, but the more John thought about it, the more sense it made. '_No,_' he thought, '_it would never work…I'd probably blow up before I took ten steps…_'

But if he _didn't_, those thugs might blow up someone _else_…just like his _dad_ had been…

He _had_ to _do something_, just like his friends did.

John took a deep breath…and made his decision; he turned, and ran back to his truck, hopping into the back and unlocking the large chest, before fixing the Steelskin to his crane and hoisting it upright; he'd always _wanted_ to give it a test-run.

No time like the present.

His heart thundering in his chest, John placed his hand on the central disc in the middle of the suit's chest, and twisted it, hearing the faint hum as the Steelskin powered up; the power was supplied by the engine that ran its jump-jets – it only had enough fuel for one hour, _less_ if he used the jump-jets…but it would _have_ to be enough. Taking another breath, John stepped inside his creation, closing his eyes as the helmet's face-mask closed over his face, before the chest-plate enfolded him, followed by the legs. Seconds later, the Steelskin's systems booted up; checking the meters on the suit's forearms, John confirmed that the fuel-tank was full, and that the battery was fully charged. Hefting his mallet in his hand, John marveled at how _light_ it seemed, now. '_That's hydraulics for you._' he thought with a smile. '_Okay…here we go…_'

Slowly, carefully, he took one step…and then another, coming to the edge of the truck, where he hopped off.

The pavement below cracked with a sickening _CRUNCH!_

John grimaced. '_Okay, so she's a touch on the heavy side; she's just a prototype, no big deal._' With that, he took a step towards the school…and then another…and another, until he was up into a run – an unwieldy, clunking run, but more than he'd hoped for, at first. '_I'm not blowing up; that's always good…_'

In minutes, he had reached the school's wall. '_Okay, Lorna and Mark could probably use some help…_' he thought; he would attract too much attention if he tried to go up from the inside…meaning that he'd have to go up from _here._ '_Okay, here goes nothing!_' John thought, as he kicked on the jump-jets.

The motor on his back roared to life, as twin streams of jet-exhaust burst from the exhaust pipes, propelling him _well_ into the air, to land on the roof with an inglorious _CLANK!!_

'_Ow._' John thought, as he pulled himself to his feet, using his mallet for support. '_Jump-jets need work…but that's what these trial-runs are for._' With that, he turned, and stomped after Lorna and Mark.

He _had_ to help them.

XXXXXXXX

As they peeked around from behind a door leading onto the roof, Lorna and mark spotted two janitors guarding a high-tech-looking device. "Is that it, Mark?" Lorna whispered.

"_Affirmative._" Mark agreed. "_You should be able to neutralize it with an electromagnetic surge, Lorna, but it would be advisable to utilize a lower-powered surge, as a surge of too high a yield may adversely affect nearby electronics…_"

"…so I should shock it up _close_." Lorna finished. "Meaning that we'll need to take out those guys."

"_Correct._" Mark said. "_Based on our location, we wil be spotted before we can close on our opponents to engage them._"

"So what do we do?" Lorna asked.

Mark looked thoughtful, before he answered her. "_If you use your powers to throw me at them, I can engage them before they can arm themselves._"

Lorna's eyes widened. "But…won't that hurt _you..?_"

"_I will initiate a full systems power-down, with instructions to automatically boot back up after fifteen seconds._" Mark explained. "_This will give me a 'safety window' of fifteen seconds, in which I will be unaffected by electromagnetic forces; during this time, you may use your powers to throw me at them._"

Slowly, Lorna nodded. "Okay." she agreed. "I'm ready when you are."

"_Acknowledged._" Mark said. "_Initiating power-down._"

At that, Mark's yellow eyes started to dim, going black, before he collapsed into a silvery metallic _puddle._ Concentrating, Lorna focused her powers on Mark, forming him into a solid metal _orb_, before _heaving_ him at the two 'janitors'.

Lorna's attack took them _completely_ by surprise; the metal ball sent one goon _flying_, while the other darted out of the way, before hurrying to the jamming device, trying to save it…and then Mark booted back up, lashing out with liquid-metal tendrils, sending him sprawling, as Mark resumed his normal form, scanning the jammer…and frowning to himself.

With the two goons down, Lorna hurried to her teammate's side, crackling with green electromagnetic energy. "Okay, Mark," she declared, "let's shut this thing _down..!_"

"_Our decided tactic will be ineffective, Lorna._" Mark said. "_A further scan of the device indicates that its internal electronics are insulated against electromagnetic radiation. I will have to disable it manually._"

"Oh." Lorna said, her energy-aura dissipating as Mark's fingers lengthened into tendrils, before inserting themselves into the device, as he began to shut it down…

"_Freeze!!_"

Instantly, Lorna and Mark turned, to see the recovering two goons, having drawn their automatic firearms and taken aim at them. "You two freaks just step _away_ from that." one snarled at that.

The other chuckled cruelly. "And here we thought all of you had stepped out." he added. "Well, too bad for _you_; we'd better call Command, and let them know…"

_CLANK!!_

The two thugs suddenly froze. "_What the..?!_"

_CLANK!!_

_CLANK!!_

_CLANK!!_

_CLANK!!_

As that loud clanking grew louder, in a steady pattern – like _footsteps_ – while coming closer, both Lorna, Mark, and their foes were startled; what _was_ that sound..?

And then, from behind their assailants, they saw it.

Standing there, behind the two thugs, was a tall, massively-armoured shape – was it a _man?_ – brandishing a _huge_ metal sledgehammer.

As the two thugs turned towards him, the armoured man spoke. "Last I checked, this was a 'No Jamming-Devices Allowed' Zone." he growled, his voice amplified by the metal. Snarling in fury, the two thugs whirled on him, opening fire…

…and freezing in _horror_ as their bullets spanged harmlessly against his armour. As they stopped firing, the armoured man's eyes narrowed behind his helmet. "_My_ turn." With that, he pulled a wire from his left gauntlet and inserted it into his mallet, charging the weapon and causing its head to crackle with electricity, before he unplugged his weapon…and _slamming_ it against the roof.

A _massive_ shockwave exploded from the mallet's impact, knocking both thugs into the air…while at the same time sending the armoured man flying back several feet, to land flat on his back. Taking advantage of their new ally's attack, Lorna grabbed the two goons with her magnetism, holding them in mid-air by their metal weapons, giving Mark the time he needed to send them flying off the rooftop with a double stretch-punch, where they landed in a dumpster below, out cold.

With their assailants dispatched, Lorna and Mark turned to their new friend, who was getting back on his feet. "Thanks." Lorna said.

The stranger chuckled. "Hey, after you guys showed up for my project, it's the _least_ I can do."

Lorna's eyes went wide. "_John??_"

Chuckling, John momentarily lifted up his helmet's face-plate, before lowering it again. "Just figured I might as well give this thing a test-run." he quipped. "So, what's the situation?"

"_We had initially intended to disable this jamming device by means of a controlled EMP._" Mark explained. "_However, its electromagnetic insulation renders it impervious to such an attack; we will need to deactivate it manually…_"

At that, John chuckled, walking towards the jammer. "Mark, I can appreciate the intellectual approach a bit more than most," he began, "but, just _sometimes_, _high-tech_ problems…"

He raised his mallet over his head, before he finished, "…need _low-tech_ solutions!"

And with that, he brought it down, _smashing_ the jammer to _pieces._

Mark blinked for a moment…and then lightly frowned. "_A primitive solution, but effective, nonetheless._"

Lorna lightly giggled. "Only a _genius_ thinks of the _obvious!_"

John chuckled at that, before his tone turned serious. "We'd better meet up with the others, in case they need backup."

"_That is the correct course of action,_" Mark agreed, "_but it may prove problematic; your present equipment offers the advantages of strength and durability, but at the cost of stealth._"

Lorna nodded regretfully. "I'm afraid Mark's right, John; with that suit of yours, it'll be tough to get the drop on these guys…"

Suddenly, a crackling noise echoed around them, coming from John's armoured feet, as the rooftop, already weakened by John's hammer-strikes, gave way under his suit's weight, sending him falling through the roof…

XXXXXXXX

_A few minutes earlier_

After Tina had phased them through the walls and into the school hallways, Bobby, Alex, and Tina crept through the halls, before peering around the corner that led to the gym entrance; spotting two guards at the main entrance, they quickly darted out of sight. "Okay; can't get in _that_ way." Bobby said. "Tina, can you phase through the wall just enough to get a look at what's going on?"

"I think so." Tina said, before turning to the wall and touching it, concentrating; slowly, a black aura surrounded her, before transferring to the wall, as she passed her head through it, and then quickly darting back in. "I see about two dozen of them, total; there are two each at the side-entrances, ten guarding everyone, and two covering each of the corners, plus the two at the main entrance."

"Okay." Bobby said, before he closed his eyes in concentration, as he sent up the telepathic equivalent of a flare.

Instantly, K'imm's psychic voice answered his call. '_Bobby?_' she thought. '_What are you doing inside?_'

'_Mark and Lorna are trying to take out some gizmo that's jamming our communications; until they get it down, it's up to the rest of us to take these jackasses out._' Bobby thought back. '_You'd better bring everyone in on this, K'imm; we'll need everyone working together on this one._'

There was a momentary pause, before Bobby felt K'imm widen the psychic conference-call to include all of their teammates. '_Okay, Bobby; go ahead._'

Bobby took a deep breath. '_Okay,_' he began, '_Tina, you go invisible and try to lure the two on the main entrance away; Alex and I will take those two out, before we sneak into position – Tina, we'll need your help on that, too._'

'_Okay._' Tina thought.

'_Got it._' Alex agreed.

'_K'imm, I'm pretty sure I saw a booth on Liquids and Gases near the west-side exit, and an Electrochemistry booth near the east one; think you can 'persuade' the goons on those exits to take a closer look?_'

'_Easily._'

'_Good._' Bobby thought. '_Amara, while the guards are looking at the Liquids and Gases setup, I want you to superheat it and blow it up. Ray, while she's doing that, you supercharge the other one. That should take them down, and create enough of a distraction to throw off the others; when that happens, Roberto, I want you to get everyone out of there through the main entrance; Rahne, he won't have any sunlight, so you'd better watch his back._'

'_Aye._' Rahne agreed.

'_K'imm, Jamie, Paige, I'll need you to help take out those ten guys around you all; it won't be long before they wise up and start shooting…_'

'_We're on it, Iceman._' Jamie thought.

'_You can count on us!_' Paige agreed.

'_Okay, that just leaves the eight on the corners; they'll likely catch on quickly, so we'll need to hit them hard._' Bobby finished. '_By then, Alex, Tina, and I should be in position; Jubes,Tabby, Sam, Warren, Ron, Lila, we'll need you guys to back us up._'

'_Got it._' Warren agreed.

'_Okay, guys,_' Bobby thought, '_let's __**do**__ this._' With that, the telepathic conversation ended, before they each proceeded to their objectives.

Outside the main entrance to the gym, the two soldiers stood guard, keeping an eye out for any trouble, when they suddenly heard a rattling coming from down the hall. Moving quickly, they crept down the hall, before rounding a corner, and finding…

…a soda can?

Looking to each other, the two soldiers shook their heads, before turning back…just in time to see Tina drop her invisibility field, revealing herself, Bobby, and Alex. Before the two thugs could react, Bobby blasted them with a pulse of frigid energy, freezing them in place, giving Alex a chance to send them flying with a force-blast, knocking them out. With those two taken care of, Tina raised her field, again, hiding herself and her comrades, before they headed back to the gym, without anyone even _noticing_ the main doors opening and shutting without anyone coming in.

As the entire crowd of Expo-attendees sat in the middle of the floor, no-one notices K'imm's eyes narrow, momentarily flashing white as she reached for the guards' minds; their expressions going blank, the two guards on the west headed for the complex setup of glassware nearby, while the two on the east exit calmly walked towards the booth showing several electrochemical cells. Their comrades didn't think too much of it…nor did they notice Amara and Ray inching towards the two setups…

As soon as the guards were close enough, before anyone could react, Amara lobbed a fireball towards the glassware at the same instant that Ray fired a blast of electricity at the Electrochemistry booth. The flame-blast instantly superheated the contents of the flasks, causing them to erupt in a fair-sized blast, sending the two thugs flying and covering the immediate area in a blanket of white haze, illuminated only by the overloaded electrical cells as they shocked the other two goons into oblivion.

Angered, the two nearest thugs started to take aim at Amara and ray, but they were sent flying by a TK-pulse from K'imm, as Jamie quickly generated about thirty duplicates of himself and leapt at another two goons, dog-piling them into unconsciousness. Before another soldier could open fire on the Jamies, Paige quickly finished husking off her outer skin-layer, and slammed her ultra-dense fist into his stomach, doubling him over, before tackling into another one, sending him flying.

By then, the crowd was starting to panic. "Everyone!" Roberto called out, as the haze blanketed them, ruining the thugs' aim. "Head for the main entrance; you can get out _that_ way! Stay calm!" The crowd needed no other instruction than that; they quickly proceeded – in an orderly enough fashion – towards the exit, as fast as they could. Turning, Roberto ducked under one soldier as he swung at him with his rifle-butt, before punching the thug in the gut, but was caught in the face by a knee-kick counter, knocking him back and into firing range…and then the soldier screamed as a wolf-form Rahne pounced on him, biting into his arm and knocking him to the ground. As Rahne let go, Roberto's eyes went wide as he saw a second close on Rahne, ready to fire…

…and was suddenly knocked unconscious, as Clarissa slammed him with a nearby fire-extinguisher. Grinning sheepishly, Clarissa said, "It _says_, 'Use in case of fire,' but it _doesn't_ say what to use it _for!_"

Roberto grinned. "True enough!"

Suddenly, a third soldier fired a spray of bullets, prompting Roberto and Rahne to dart out of the way, while Clarissa screamed, and ducked down, just barely evading the shots. Snarling, the soldier took aim at her. "We _said_, no _funny_ business." he growled. "_This_ is what happens when you freak-punks decide to play hero..!"

Suddenly, a loud crackling noise filled the air…seconds before the ceiling collapsed above them, as a guy clad in a suit of MacGyvered metal armour, holding a mallet, landed between Clarissa and the thug, hitting the ground with a loud _CLANK!!_ The surprised thug was almost too startled to even _move_, before he recovered and opened fire on the newcomer, but his bullets clanged against the armour harmlessly. His eyes narrowed behind his helmet, the newcomer slammed the head of his mallet into the thug's gut, before using it to toss him away like a bag of garbage.

Slowly standing up, Clarissa looked to the newcomer. "Th-Thank you…"

"No problem, miss." the armoured man answered…before he froze. "_DOWN!_" he exclaimed, pushing Clarissa out of the way as a fourth goon took aim…

…and as the sun shone in through the hole in the ceiling, Roberto stepped into the light, and was instantly supercharged; focusing his energy, he sent a flame-blast at the thug, knocking the weapon clear out of his hand, giving the metal guy time to slam him with his mallet.

"Thanks." the newcomer said to Roberto, before turning to Clarissa. "You'd better clear out, miss; it's not safe, here."

"O-Okay." Clarissa said, before she turned, and hurried out of the gym.

By then, the soldiers covering the corners had moved in to engage their attackers; popping his wings out from under his jacket, Warren took to the air, before diving at two of them, sending them sprawling. As one got back up, starting to take aim at Warren, Tina quickly dropped her invisibility field from around herself, Bobby, and Alex, taking Warren's attacker by surprise, and giving Alex the opportunity he needed to force-blast him into unconsciousness.

Spotting another two thugs, Bobby quickly blasted them with a frigis burst, freezing them to the spot…and making them easy targets for Sam, who ignited himself and soared _straight_ at the two of them, sending them flying a good fifty feet, to land hard, out cold. As Sam got back up, both he and Bobby were forced to dart out of the way of a spray of bullets, as another two goons opened fire on them, prompting Bobby to raise a protective wall of ice between himself and his comrade.

Before the two thugs could take out their grenades to blast through the ice, they were suddenly blinded by a wave of firework-sparks, along with numerous cherry-bombs, as Jubilee peppered them with distracting bursts, combined with Tabitha's bomb-blasts…making sure that they didn't see Ron, having deactivated his image-inducer, charging at them. As the distracting pyrokinetics ceased, the two thugs _froze_ as they saw the intimidating sight of the Leviathan coming straight at them.

That hesitation was all that Ron needed; plowing into one soldier with a haymaker, he then grabbed the first, spun him around, and _tossed_ him into the second, knocking them _both_ out.

As the last two thugs saw the rest of their comrades get taken down, they both simultaneously decided that it was time to cut and run; turning, they ran for the door…and stopped dead in their tracks, as a bright flash of light deposited Lila right in front of them, before she slammed them both with a split-kick, knocking them down…giving Tina the chance she needed; concentrating hard, she placed her hands on the floor, and phased the two goons _into_ the floor, right up to their necks, immobilizing them.

As the white haze cleared, revealing all the soldiers out cold, Jubilee blinked…and then smiled. "We _did_ it!" she exclaimed. "Guys, we _did_ it!!"

"No time to celebrate, Jubes." Bobby said. "We've still gotta rescue Lex; let's _move!_" At that, the New Mutants – and their new armoured friend – hurried further into the school, to find Lex.

XXXXXXXX

As his captors led him out of the gym, Lex kept calm; if he could get these guys talking, he might be able to stall them long enough for Superman and the League to catch on. "So," he began, "what exactly brings you guys to Bayville?"

The lead thug just chuckled. "As we told you, Luthor," he said, "you have something we require."

Lex's eyes narrowed. "If it's money you want, you can _forget_ it; LexCorp does _not_ deal with terrorists."

The leader and his two cronies just _laughed_. "You think we want _money??_" the leader asked, incredulous. "Don't be _ridiculous_, Luthor; we're not interested in petty cash."

Lex scoffed. "Well, _now_ I've heard _everything._" he said. "Okay, pal, I'll bite; if not money, then what _do_ you want?"

The leader just chuckled. "You'll find out, soon enough." he answered. "In the meantime…"

Just then, his communicator started to beep; taking it out, the lead thug listened to it…and scowled. "Well, Luthor," he spat, "it looks like some of your little friends decided to play hero."

Lex shrugged. "Well, when you're popular…"

"Proceed with Emergency Evacuation Plan Alpha." the leader spoke into his communicator, before switching it off. "This way." With that, the thugs headed in a different direction, dragging Lex with them.

Within minutes, the soldiers had led Lex onto the football field…where a black military helicopter was touching down, waiting for them. As they walked up to it, the leader pulled open the door and hopped in, as his cronies forced Lex in after him. "Get us airborne." the leader ordered the pilot, as his flunkies shut the door.

Just then, out of the corner of his eye, Lex saw the younger Institute students – the New Mutants – run onto the field, racing towards the chopper. "_Move!!_" the leader ordered; at once, the pilot guided the helicopter into the air, out of the New Mutants' reach.

His expression glum, Lex sighed to himself. '_Well, guys,_' he thought, '_thanks for trying…_'

XXXXXXXX

As they saw the helicopter with Lex start to take off, Bobby shouted out, "Alex! _Blast_ that chopper!!" At once, Alex opened fire with his force-blasts, striking the helicopter, but doing no significant damage to its armour plating; his blasts only tore through a side-panel, causing a dark fluid to leak from a severed tube, as the chopper took to the air, flying off.

"_Damn!_" Ron muttered. "Bastards got away!"

Paige looked stricken. "What do we do, now?"

Bobby sighed. "We'll have to call the League, and let them know what happened." he said. "Let's go." With that, they headed back into the school.

As they entered the gym, they found Lorna and Mark waiting for them. "What happened?" Lorna asked.

"They got away with Lex." Ray muttered.

"We'd better let Big Blue and the League know." Tabitha said. "Did you guys get that jamming-gizmo down?"

"_Affirmative._" Mark replied. "_The jammer was neutralized…with some assistance._"

Roberto chuckled, as he turned to their armoured friend. "I guess that's _two_ we owe you."

The newcomer laughed. "I wasn't keeping track!"

"Mind if we get your name?" Lila asked.

Lorna looked stricken. "Actually, guys," she began, "this is…" but she paused, reconsidering. "Uh…"

After a few seconds of thought, the newcomer chuckled to himself. "The name," he said, "is _Steel._"

"'Steel,' huh?" Warren asked. "Any relation to Iron Man?"

"Nope. Sorry."

"Anyway, Steel, thanks for the assist." Bobby said. "All of you, good job."

Sam chuckled. "It never would've worked if we didn't have little miss Martian here to coordinate!" he quipped.

Amara sighed. "It's a shame we lost that chopper, though."

"_Not necessarily._"

Ron blinked. "Come again, Metal-Head?"

"_When Alex opened fire on the helicopter, he must have severed a fuel-line, as I am presently detecting trace vapours of long-chain hydrocarbons in the atmosphere._" Mark said. "_If we act swiftly, it may be possible to track this vapour to its source._"

"All _right!_" Alex declared. "We're not out, _yet!_"

"We still don't have a vehicle fast enough, Alex." K'imm said. "We'll need to notify the League."

"Agreed." Bobby said. "Mark?"

"_Accessing Justice League frequency._" Mark said. "_Transmission lines are open._"

Bobby nodded. "Attention, Eye-in-the-Sky; this is…" he paused, "…uh…this is Chug-a-Freeze; please respond."

Jubilee giggled. "'_Chug-a-Freeze_'??"

Bobby groaned. "It was all I could think of."

"_Robert??_" came J'onn's voice over Mark's speaker. "_What's going on? Why are you using this frequency?_"

"We've got a situation here, Big Green." Bobby answered. "A bunch of goons attacked the Expo and nabbed Lex; we managed to drive them off, but they got away with Lex. We _did_ manage to hit their chopper's gas-line enough to leave a trail, but we're running out of time; can you or any of the others pick us up so we can go after 'em?"

"_I am sorry, Robert,_" J'onn replied, "_but I cannot leave the Watchtower; I must monitor things from here. As for the others, they are still on assignment…_"

"Then let _us_ handle it!" Ray exclaimed. "We took care of things _here_, didn't we?"

"Ray's right, Big Green; we can _do_ this." Bobby said. "Just give us a _chance…_"

There was silence for a few moments. "_The Javelin-3 should be able to track the gas-fumes._" J'onn said. "_I've programmed it to rendezvous with you, so be ready. Superman, Batman, and Hawkgirl should be able to support you in a few minutes, but don't do anything __**too**__ rash._"

At that, Bobby grinned. "We won't let you down, Big Green! Iceman out!"

As Mark ended the transmission over his internal communicator, Tina gulped. "Bobby?" she asked. "Are we _really_ ready for this?"

"We _have_ to be, Tina." Bobby answered.

"_I believe that the X-Van is still parked outside the school._" Mark said. "_I am certain that several replacement uniforms are stored there._"

Alex nodded. "Once the Javelin shows up, we can suit up on the way there."

Jamie looked up at Steel. "Do you mind helping us out, Mr. Steel?"

Steel checked the meter on his gauntlet. "Well, I'm good for about another half-hour or so." he answered. "If you want a rust-bucket like me sticking around…why not?"

"Good to hear." Bobby said. "Let's _move_, guys!" With that, the entire team hurried out of the gym.

XXXXXXXX

_Undisclosed location_

After a fairly short helicopter-trip – with his eyes blindfolded – Lex felt the chopper touch down, before he was unceremoniously dragged out of the helicopter, as his captors forced him to walk into what he guessed was some kind of base, judging from the sounds of machinery that echoed around him. Finally, as he came to a stop, Lex's blindfold was yanked off, allowing him to see.

He and his captors were standing in a large chamber – some kind of command center, Lex figured – with two levels, each filled with numerous computer consoles, manned by dozens of men in uniforms similar to his captors, and a _huge_ glass tank in the very center of the room. "Nice place you got here." Lex commented. "A bit science-fiction-esque for my taste, but to each his own."

"I'm glad you think so, Mr. Luthor." a new voice said, as another man in uniform – clearly, the commander of the entire operation – walked into view, drawing salutes from the others. "I assume you have questions..?"

"Just one." Lex said. "What am I doing here?"

The commander chuckled. "Fair enough." he answered, before turning to several of his subordinates. "_Show_ him."

Saluting, the officers quickly moved to several consoles, where they typed in numerous commands, and then entered them; instantly, the inner shielding of the tank began to lower, revealing its contents.

Lex's jaw _dropped_ in utter _horror._

There, floating in the clear, light-blue, glucose-rich fluid of the tank, was something from a _horror-movie_: a _massive_, disembodied _brain_, dotted with cybernetic implants linking it to the base's systems…but the horrific part for Lex was the fact that he knew _exactly_ what it was.

"My _God…_" Lex murmured, "…you…you _built_ one?!"

The commander smiled. "I thought you might appreciate it, Mr. Luthor, seeing as how your company's research _inspired_ it; you really _should_ improve your electronic security."

Lex managed to calm himself. "You've…obviously grasped the concept of constructing and operating a bio-processor." he said. "What do you need _me_ for?"

The commander frowned. "While our bio-processing unit is operating sufficiently well, Mr. Luthor, its efficiency leaves something to be desired…so much so that, in order to use it on the scale we want – namely, a _global_ scale – we require your help." he answered. "We _know_ you have several bio-processing units in your New York headquarters, Luthor; if we link your units to ours in parallel, our computing power boosts exponentially, but you've kept them isolated from your main network, and we need you to link them. _Now._"

Lex's eyes narrowed angrily. "So you can use the technology you stole from _me_ and hack into every single computer on the planet with ease. I don't think so."

"Wrong answer, Luthor." the commander answered. "We're not known for our patience."

"So I gathered." Lex quipped. "You couldn't figure out how to build a bio-processor on your own, so you snaked _my_ design." He cast a critical eye over the monstrosity in the tank. "And it _looks_ like you did a piss-poor job of it, too; let me guess, cortical temperature goes through the roof when you try to go live for longer than fifteen minutes, right? _Typical._"

Snarling, one of his captors slammed a rifle-butt into his abdomen, causing him to double over in pain. "One more time, Luthor." the commander said. "Call your company, and have them link up the bio-processors."

"_No._" Lex's refusal was answered with _another_ rifle to the gut.

"I am truly sorry to hear that," the leader sneered, "because that means we'll have to try to persuade you _another_ way." He turned to his subordinates. "Prepare the processor; we're going for full intrusion."

Lex arched an eyebrow. "I thought you said your processor was inefficient."

"True," the leader said, "but it's _more_ than enough to crack LexCorp's mainframe and download _everything_; bank account information, current projects…the whole nine yards. You'll be _ruined_, Luthor." His tone turned menacing. "_Still_ not going to cooperate?"

Lex didn't speak.

"The processor will be ready within the hour; you have until then to decide." The commander then looked to his flunkies. "Take him away."

At that, Lex's captors dragged him away, taking him down a dark corridor and into an elevator, before dragging him down another corridor and throwing him into a cell, locking it behind him. Alone, Lex sighed to himself. '_Well, Luthor, here's __**another**__ fine mess you've gotten yourself into…_'

XXXXXXXX

In less than a half-hour, the Javelin-3 had tracked the gas vapours to an empty area in the countryside, before automatically touching down, allowing the New Mutants – all in uniform, including K'imm, who had shed her human form – and Steel to disembark. "Okay," Leap said, "what happened to the bad guys?"

"They are here." K'imm replied, her hands going to her head. "They are nearby…_below_ us."

Checking his sensors, Android nodded. "_I am detecting a large, underground complex below us._" he confirmed, before looking around. "_There should be an entrance nearby…_" With that, he began to scan the surrounding area, before stopping on a lone tree; walking towards it, he scanned it more thoroughly…and passed his hand through it, causing the tree-hologram to fizzle out, revealing a hidden elevator.

"Good going, Android." Iceman said. "Okay, guys, our first priority should be finding Lex; K'imm, do you think you can get a fix on him?"

K'imm concentrated for a moment, and then nodded. "He's on the third level below us, in a holding cell; he should be easy enough to find."

"All right; Jubilee, Angel, Leviathan, Magma, Sunspot, Boom-Boom, Wolfsbane, Husk and I will go with you and bust Lex out." Iceman said. "Whatever these guys are up to, it's nothing good, so we'd better find out what their plans are; Android, can you get a fix on their computer systems?"

"_Affirmative._" Android answered. "_My sensors indicate that the nearest computer terminal is on the fourth sublevel; however, it is not wireless – I will have to interface with it directly._"

"Understood; Leap, Ghost, Multiple, Berzerker, Havok, Polaris, Steel, Cannonball, you guys go with Android, and figure out what these guys are up to." Iceman continued. "With any luck, Superman and the League will have caught up to us, by then, so we'll hold back before taking these guys down; if they're up to anything, chances are we'll need some heavy-duty firepower to stop 'em." As the others all nodded in agreement, Iceman took a deep breath. "Okay; let's _do_ this." With that, the entire team stepped into the elevator, heading down into the secret base.

XXXXXXXX

Several minutes after receiving J'onn's message, Superman, Batman, and Hawkgirl had successfully apprehended the would-be bombers, and were flying west, with Batman piloting the Javelin-1, keeping pace with Superman and Hawkgirl.

As they flew, Hawkgirl's expression turned worried. "I just hope your friends are alright, Kal." she said.

"They'll be okay; I _know_ they will." Superman assured her. "They're good enough to handle things; they might just be joining us on missions, soon."

Over the communicator, Batman's voice growled through. "_I wouldn't encourage them __**too**__ much, Kent._" he muttered. "_Give kids an inch, and they take a __**mile.**_"

Superman chuckled. "Let me guess; that's what happened with Robin and Batgirl, right?"

Batman's silence spoke volumes.

By then, they had reached the location that the Javelin-3's transponder-signal was coming from. "I see the Javelin," Hawkgirl said, "but where are the New Mutants?"

Superman's eyes narrowed worriedly, before flashing electric-blue, as his X-Ray vision looked _through_ the bedrock. "The base is underground." he said. "They've split up; half are on the third sublevel, and the others are on the fourth."

"_You two go after the ones on the third sublevel; I'll assist the others._" Batman said, as he guided the Javelin into a graceful landing next to the other one, before disembarking.

"Agreed." Superman said, as he spotted the elevator leading into the underground complex. "Let's move." With that, the three of them entered the elevator, heading down into the base.

XXXXXXXX

The hallways of the fourth sublevel were completely dark, lit only by sporadically-placed lights, giving the entire base an eerie feeling, as the team of New Mutants crept through, led by Android, who was following his sensors. "Do bad guys _always_ have to have creepy-looking hideouts?" Polaris murmured.

"They probably get a union-discount." Havok quipped, earning a chuckle from Lorna. "So, Android, we getting close?"

"_My sensors indicate that the computer console is a few feet away…_" Android replied, before his eyes went wide. "_I'm detecting a thermal-signature approaching from the left! Ghost, deploy your invisibility field!_"

Seconds after he said that, a grey-clad soldier rounded the corner, walking down the hallway towards them…and walking right past them and around another corner, before Ghost lowered her field. "Sorry, guys." Ghost said. "I guess I should probably keep the field up, huh?"

Steel shook his head. "Probably not; if we get into anything, you'll need all the energy you can get."

"Yeah, Tina; there's no sense in tiring yourself out like that." Leap agreed.

Berzerker looked worried. "So, what could these guys be up to?"

"Got me." Cannonball said.

Multiple gulped. "Probably some evil plot to take over the world."

Havok chuckled nervously. "That _would_ be just our luck, wouldn't it?"

"_You may dispense with guesswork; we are here._" Android stated, as they walked into a fair-sized chamber, with a fairly advanced-looking computer console. Walking up to it, Android quickly inserted his finger-tendrils into it, linking with it and beginning a download. "_Our foes are known as A.I.M., an acronym for 'Advanced Idea Mechanics'._" Android stated. "_Your previous guess was accurate, Jamie; their ultimate goal is to attain global domination through technological means._"

"I _knew_ it."

"_They were initially a branch of a larger organization, but seceded and began independent operations._" Android continued. "_They began as a conglomerate of high-tech arms-dealers, but later reorganized into the entity we now face, today._"

"Very interesting," Steel said, "but what are they up to, _now?_"

Android continued to sift through his download…and his eyes went wide. "_They have infiltrated LexCorp's research files, and stolen the schematics for a bio-processor._"

"A _what??_" Cannonball asked.

"_A biological computer,_" Android answered, "_developed by a fusion of biological neural tissue and cybernetic implants._"

Ghost's eyes went wide. "You mean…these guys have built a computer _BRAIN??_"

"_In essence, yes._" Android answered. "_The brain may not possess the raw computing power of current systems, but it is __**massively**__ parallel, capable of operating numerous body systems simultaneously without effort, while still managing consciousness. A bio-processor makes use of that parallel processing by replacing its normal functions with those of a computer, theoretically allowing for great power, but such a processor has never been previously developed, until now._"

"No _wonder!!_" Polaris cried. "I mean, _GROSS!_"

"You got _that_ right, Lorna." Berzerker agreed. "Two words: _sick and wrong._"

"W-Why would Lex want to _build_ something like that?" Multiple murmured.

"A better question." Steel said. "Why are these guys building it?"

"_Their bio-processing unit is already operational, but it is flawed._" Android continued. "_They intend to link their unit to the prototype units in LexCorp HQ, which is why they need Lex; with the additional units operating in parallel to theirs, they could infiltrate any computer system on Earth without effort: banks, military databases, everything. Nothing could stop them._"

Havok grimaced. "_Great:_ terrorists, computer-brains, and now plans for world-domination; I'll take 'Creepy Sci-Fi Movies' for 500, Alex."

Just then, an alarm klaxon echoed throughout the entire base.

"Oh, _great: Double Jeopardy._"

Android looked stricken. "_I appear to have triggered an alarm._"

"Ya _think?_" Berzerker quipped.

Android's processors instantly raced. "_I will attempt to deactivate the alarm…_"

"No good, Android; they already know we're here." Steel said, as he saw about a dozen A.I.M. patrol guards round the nearby corner…and spot them.

"Uh-oh." Cannonball said.

"_I concur._" Android said. "_We cannot allow them to carry out their objective._"

"In _other_ words," Havok said, "it's time to _kick_ some bad-guy _butt!_"

As the A.I.M. troopers charged at them, Havok unleashed his force-blasts, taking out two troopers, while Cannonball launched himself at them, sending another two sprawling and sending the rest into disarray, giving Polaris the opportunity to magnetically yank their weapons out of their hands.

Charging up, Berzerker unleashed a blast of electricity, shocking two more into submission, clearing the way for Multiple to charge at the rest. At first, the remaining troopers sneered…until Ghost dropped her invisibility field, revealing the army of Jamies that now charged at them, tackling into two of them and knocking them out.

As he detached from the computer, Android morphed his arms into plasma-blasters, before shooting the revolvers out of two soldiers' hands as they tried to draw their backup firearms, and then lashing out with metal tendrils, knocking them out. Before the A.I.M. troopers could recover, Steel kicked on his jump-jets, propelling himself at the troopers, sending another two sprawling.

Only two troopers were left, now, and they'd had enough; quickly turning, they ran into the shadows of the corridor…where a pair of black-gloved hands shot out, piercing nerve clusters on their necks, rendering them unconscious instantly, as Batman stepped into view.

The Dark Knight's cowl-clad expression twisted into an annoyed scowl. "I hope you've found whatever you came for," he said, "because after that little brawl, everyone in this entire _base_ likely knows where you are."

"News flash, Bats," Havok said, gesturing to the blaring alarm, "they _already_ know." At that, Batman simply glared at him, instantly silencing him.

"_We were able to determine their objective; the others are in the process of rescuing Lex._" Android said. "_They cannot be allowed to succeed._"

Walking towards the console, Batman looked over the data that Android had pulled…and nodded. "Agreed." he said. "Good work." With that, his hands glided over the keys as he inputted several commands. "This will blind their internal sensors; we should be able to move without them detecting us."

"_I have downloaded the layout of this facility; their main command center is two levels below us._" Android replied. "_I have also sent a copy of the layout to the others, along with the quickest route to the command center._"

Batman nodded expressionlessly. "Lead the way." With that, the entire team darted towards the nearest elevator, to head even deeper into the A.I.M. facility.

XXXXXXXX

The very _instant_ that the alarm went off, the A.I.M. commander rushed into the command center. "_Report!_"

"We have a network intrusion, sir!" one officer reported. "It's on the fourth level, at the auxiliary monitoring station! We've got visual confirmation; it's those mutant kids from Bayville, sir!"

The commander scowled. "Where are they, _now?_"

"We don't know, sir; internal sensors just went dead..!"

"Sir, we have a second intrusion!" another officer cried. "It's the Kryptonian, sir! It and one of its comrades are heading through Level One…_no_, Level _Two!_ They're heading for the brig on Level Three!"

"Sir, we've also detected the rest of the mutants heading towards the brig before the sensors died; they're going after Luthor..!"

"Contact the brig squads; tell them they have incoming!" the commander ordered, before turning to another officer. "How long until the processor is ready?"

"It's already cooled enough, sir; we just have to refuel it and connect it to the network…"

"Start the connection _now._" the commander ordered. "We're taking LexCorp down, _now._ After that, prep the processor for emergency extraction."

"B-But sir, if we don't refuel, the processor could..!"

"Those freaks could be on us any _minute._" the commander ordered. "Cracking LexCorp should provide the resources to keep us afloat for a while; that's better than losing _everything._"

"Y-Yes, sir; the processor should be good to go in five minutes, sir."

"Good." the commander ordered. "Get _moving._" With that, every A.I.M. operative in the command center started moving double-time, trying to salvage this botched operation, while they still could.

XXXXXXXX

_A few minutes earlier_

In the facility brig on the third sublevel, two troopers sat idly at their station behind the thick steel door, bored out of their minds. They _hated_ brig duty; _nothing_ ever happened…

Suddenly, the steel door was blown wide open from one of Boom-Boom's explosive charges, sending the two goons sprawling. As two of their comrades hurried out to see what had happened, the first two got back up…in time to see a wolf-form Wolfsbane pounce on the one on the left, while Leviathan slammed the other with an uppercut, before giving Angel an alley-oop, giving him the boost he needed to glide towards the other two in the narrow corridor. As Angel slammed one thug with a kick, K'imm took care of the other with a TK-pulse.

As four more troopers, all armed, rushed into view, Magma assumed her semi-molten state, before lobbing a flame-orb at the ceiling, setting off the sprinklers. Instantly following her cue, Iceman assumed his frozen state; the _second_ he did, the sub-zero chill of his feet froze the floor _solid_, causing the four thugs to slip and fall flat on their faces. "K'imm, where to now?" Iceman asked.

K'imm concentrated, and then looked up. "To the left; three doors down!" she answered. At once, they headed to the left…and ran into two more armed goons. As Jubilee's fireworks flashed, blinding the troopers, Sunspot and Leviathan ran at them, knocking them out with quick punches.

Sunspot grimaced, as he held his fist. "_Man,_ I miss the sun."

Within minutes, they had reached the door to Lex's cell, guarded only by a single trooper. Her ruby eyes narrowing, K'imm levitated the trooper a few feet off the floor. "Open the door. _Now._" she ordered.

The trooper was utterly _terrified_ as he looked upon her. "You're…you're a _Martian!!_" he cried.

K'imm's eyes flashed white. '_That's MISS Martian to __**you.**_' she psychically snapped. '_Open the cell, or I tear your mind to __**shreds.**_'

The trooper gladly complied, as he quickly keyed in the access code, opening the cell, before K'imm let him go, allowing him to run away, as an incredulous Lex walked out. Looking at them, he grinned. "You guys," he began, "are absolutely, utterly, _undoubtedly __**insane!**_"

Iceman shrugged. "Comes with the company you keep."

"What's going on, Lex?" Jubilee asked. "Why'd these psychos kidnap you?"

Lex's expression turned grave. "They hacked my research files and built a bio-processor, a living computer theoretically capable of hacking any computer on earth." he answered. "Unfortunately, they screwed up, and they need _my_ prototypes to make it work; they're planning on bankrupting LexCorp if I don't cooperate."

"Nice guys." Angel said flatly.

"Don't worry, rich boy; we've got your back." Boom-Boom quipped.

"Yeah; who _knows_ what these guys could do with that thing." Leviathan agreed.

Suddenly, Iceman's communicator began to beep, prompting him to check it. "Android's cracked their database; he's sent us a map leading to their command center." he said. "Let's move." With that, the entire team, plus Lex, headed back the way they had come.

As they rounded the corner to head out of the brig, they froze as they came face-to-face with about a dozen troopers, all armed…but before they could formulate a plan, a sudden blast of gale-force wind sent the troopers sprawling, revealing Superman and Hawkgirl standing behind them. "Hey, guys." Superman greeted. "Fancy meeting you here."

Sunspot shrugged. "Yeah, about that…"

Hawkgirl chuckled. "What in _Thanagar_ possessed all of you to come here?" she teased.

"Hey, _someone_ had to do it." Iceman quipped.

Spotting Lex, Superman's smile became somewhat exasperated. "Okay, Lex; who'd you prank, _this_ time?"

Lex arched an eyebrow. "Why do you always assume it's _my_ fault?"

"You want me to answer that?"

"Android has already figured out what these guys are up to." Iceman said, as he forwarded the data Android had downloaded to Superman's communicator. "We _have_ to stop them."

Taking out his communicator, Superman checked the data, before nodding in agreement. "So, what should we do?"

Iceman's eyes went wide as he heard that. "What?"

Superman chuckled. "Hey, this is _your_ collar."

Hawkgirl nodded. "If it wasn't for all of you, none of us would have even _known_ about it; plus, you know more about the situation than we do."

Slowly, Iceman smiled, before becoming serious. "Android's planned route includes a rendezvous point where we can all meet up." he said. "I think it's a safe bet that these guys will be heavily fortified by the time we all get there, so our main priority should be to take that bio-computer _down._"

"Get me to a computer terminal, and I'll give that thing a _serious_ glitch." Lex said.

"Agreed; Android and Sunspot will help you shut it down." Iceman said. "K'imm, Wolfsbane, and Multiple should be able to provide cover."

"I noticed a few coolant tubes running into the processor's main tank." Lex said. "Cutting those should slow it down."

"Good; Cannonball, Magma, Havok and I should be able to take care of them." Iceman said. "Everyone else should be able to handle anything those guys throw at us."

"Sounds like a plan." Superman agreed. "Lead the way." Smiling, Iceman gestured towards the nearest elevator, before they all headed towards it, to take the fight to the bad guys.

XXXXXXXX

Within the command center, three-dozen A.I.M. troopers had answered their leader's summons, taking up defensive positions around the chamber, especially around the bio-processor's tank, while the A.I.M. technicians frantically worked on readying the organic computer; they only needed a few more minutes…

Suddenly, a red beam of nova-hot energy pierced the steel door guarding the command center, systematically slicing off its hinges, before ceasing, allowing the door to fall away. Before the A.I.M. troopers could even react, Berzerker fired a blast of electricity shot from the shadows, electrocuting three troopers, as the New Mutants, Steel, Superman, Hawkgirl, and Batman surged into the chamber.

At once, the entire battalion opened fire, but Polaris quickly raised an electromagnetic field, causing every single bullet to stop in mid-air, as Havok unleashed his force-blasts, taking out another two goons, while Iceman froze the floor in front of them, causing numerous troopers to start to slip. "Aim for the coolant tubes!" he shouted, before firing a frigid blast at one of the large tubes feeding into the tank. Havok and Magma promptly opened fire on the same tube, before Cannonball blasted himself towards it, severing it; _one_ down.

As several troopers took aim at the four attacking the coolant tubes, Hawkgirl and Angel flew at them; Hawkgirl dove at them first, sending three sprawling with a slam from her mace, before Angel took down another three with a diving tackle. With those six dispatched, they quickly took to the air, drawing the fire of the rest, giving K'imm – or 'Miss Martian,' as she had begun to think of herself – Wolfsbane, and Multiple a chance to pull back and lead Lex, Android, and Sunspot to the main computer console.

As several troopers shot at them, K'imm telekinetically repelled their bullets, while Wolfsbane assumed wolf-state and pounced on one soldier, as three Multiples charged at the other; one punched him in the gut, one slammed him with an uppercut, and the third sent him flying with a leap-kick, knocking him out. With the way cleared, and the technicians fleeing, Lex, Android, and Sunspot moved to three stations on the main console. "Okay, Lex, what do I do?" Sunspot asked.

"Enter the following command: C/main/operations/override/shutdown/run." Lex answered, flexing his fingers and starting to type. "That's the emergency shutdown command; this thing might be a brain, but it's still put together like a computer."

Sunspot promptly entered the command…and grimaced. "Not working, Lex!"

"I see it." Lex said. "It's password-locked, just like I figured; I just needed that little barrier to come up, and now I'll take it apart…"

"_Lex, this processing unit is several minutes away from linking with LexCorp._" Android reported as he worked. "_I will attempt to slow it._"

"You do that." Lex said, before frowning. "_Damn_, this thing is fast…but I'm _faster…_"

As three troopers came at her, Boom-Boom lobbed several cherry-bombs at them, causing them to scatter, where Jubilee blinded them with her fireworks, giving Husk a chance to shed her outer skin-layer and assume her ultra-dense state, before tackling into one goon, and then getting the other two with a split-kick.

Darting towards the A.I.M. goons, Leviathan slammed one with a side-kick, before rolling the motion into a back-kick; as he turned, he spotted a third thug taking aim at him…and then he was suddenly yanked away in a flash of light, as Leap deposited him a few feet away, while Ghost phased the would-be shooter into the ground. Leviathan chuckled. "Thanks."

"No problem!" Leap chirped, before 'porting away and slamming another goon with a drop-kick.

As she was about to 'port away, however, another trooper tackled into her, pinning her to the floor, his hands around her throat. "Got you now, you little..!"

Suddenly, the trooper gasped, freezing in place…_as a gloved hand reached out of his chest from behind him._

Standing behind Leap's assailant stood Ghost, her eyes narrowed fiercely, her hand phased into the trooper's chest. "Let my friend go." she whispered angrily. "Right now, my hand has phased through your _heart_; I mass it, and your heart ceases to _exist._" Her tone turned even _fiercer._ "_Let. Go. Now._"

The panicking trooper did as he was told; he let Leap up.

"Thanks!" Leap said, smiling at her teammate…before slamming the goon with a kick, knocking him out.

As Iceman, Havok, Magma, and Cannonball got to work at severing the last coolant tube, one A.I.M. officer – presumably the leader – cried out, "_Stop_ them!!" At once, five troopers ran at the four of them, weapons drawn…

Suddenly, two electrified Batarangs whirled through the air, electrocuting two of them, before the terrifying form of the Dark Knight darted between them and their targets, his lidless eyes narrowed angrily, causing the remaining three to hesitate. As one trooper attacked in desperation, Batman swept his foot low, shattering the trooper's knee, before silencing the thug's screams with a neck-chop and a back-fist strike. Without even hesitating, Batman darted into attack-range of the second, piercing a nerve-cluster in his shoulder with his thumb, following with a knee-kick, doubling him over, and finishing with a rising palm-heel strike to his chin. By then, the last goon was scared out of his _wits_, making Batman's task all the easier as he closed on him, finishing him with an elbow-smash, a punch to the solar plexus, an uppercut, and then a back-kick, knocking him out. As he turned, Batman caught sight of another thug coming at him, and readied himself…but that thug, along with three others, were sent flying by a burst of gale-force wind.

Scowling, Batman glared at Superman, who just shrugged, and looked to Iceman and his three comrades, who had just finished cutting through the coolant line. "Iceman, what say we finish these goons off?"

Iceman grinned. "Deep Freeze?"

"_Deep Freeze._" Superman agreed. Nodding, Iceman took aim at the remaining six troopers, and launched a frigid blast at them, which Superman magnified exponentially with his frost-breath, creating a minature blizzard, freezing the A.I.M. thugs in place. Superman then glanced to Steel, who nodded, and charged his sledgehammer, before unleashing a shockwave, blasting the ice apart and sending the troopers flying.

With the troopers dispatched, Superman smiled. "Not bad."

"Thanks." Steel said, as he checked his arm-gauge. "I wouldn't get used to it, though; this old tin can is just about out of juice."

"Well, with any luck, we should be just about done." Superman answered. "Lex?"

"Almost…_got_ it!!" Lex exclaimed, as he finished entering commands; at once, the bio-processor's cybernetics went dark, killing its uplink. At that, Lex grinned…

…and then, his expression went grim, as the processor's cybernetics lit right back up, again. "_What the..?!_" Lex cried, as he pored over the computer readout. "_Dammit!!_ This thing's got an emergency backup; the neural tissue is designed to send an electrical pulse to its cybernetics to reboot them in case of an unauthorized shutdown or failure! Without the pass-code, killing this thing's going to take longer..!"

"_The processor will access LexCorp in less than a minute._" Android reported. "_We do not have any more time._"

Looking up at the massive monstrosity, Steel's eyes went wide. "We're looking at this all wrong…" he murmured. "This thing isn't just a computer; it's a _brain_, and _one_ sure-fire way to kill a brain…"

"…is to give it a _stroke!_" Superman finished. "Without that fluid to feed it, it'll die!"

"That tank is massive; it'll take too long to drain." Batman said.

"Not if we _blast_ it open!" Iceman declared.

"Any ideas?" Superman asked.

Steel looked at his suit's gauge…and sighed, before looking to Batman. "Those boomerangs of yours; can they be programmed to explode?" Batman nodded. "_Good._" At that, Steel tapped his chestplate, causing his armour to open up, allowing a young African-American man to step out.

Iceman nearly did a double-take. "_Junker??_"

"Junker" just grinned. "Hey, Ice-Cube." he quipped, removing his mallet from his suit's hand, before looking to Superman. "Can you cut a hole in that tank?" Superman nodded, before firing his eye-rays, searing through the thick glass. As he did, Steel moved to the back of his armour, partially opening his jump-jet engine. "Set the charge for ten seconds." he instructed; Batman nodded, before handing him the Batarang. As Steel inserted it into the engine, Superman had finished cutting a circular hole in the tank; as he finished, the fluid began to spill out of the tank…but, as Batman had said, it wasn't going fast enough.

Leaning his suit towards the hole, Steel looked on it somewhat sadly. "Goodbye, Steelskin." he murmured. "Thank you." With that, he armed the detonator on the Batarang, and ignited the jump-jets; instantly, the jets ignited, shooting the armour into the tank, as it travelled towards the processor, the Batarang's detonator counting down as it did…

…and then, the Batarang exploded, igniting the armour's remaining fuel in an impressive blast, utterly _shattering_ the tank and causing the fluid to spill out over the entire command center. Without the fluid to nourish or support it, the processor began to spark uncontrollably, as it fell to the floor, its connecting electronics ripping out as it fell.

Instantly, the computer readout that Lex was scanning stopped _dead_, as the processor's intrusion ceased. "You guys _did_ it!" he exclaimed.

"_NO!!_" the A.I.M. commander cried.

"Sorry, pal," Iceman said, "but your little brain-drain scheme is _over!_"

The commander _glared_ at them. "'Over'??" he roared. "_Nothing_ is over!!" With that, he took out a remote-control unit, and depressed a button; instantly, a panel underneath the bio-processor opened, taking the processor down into a secret chamber…before an alarm klaxon began to sound.

As the commander and his men began to flee, Android's eyes widened in horror. "_They have activated a self-destruct program!_" he cried. "_We must escape!_"

"_Everyone, MOVE!_" Superman shouted. "Get back to the Javelins!" With that, they all ran out of the command center, heading back to the elevator as fast as they could.

Within minutes, they had all hurried into their respective vehicles and taken to the air…seconds before a massive explosion turned the base into a smoldering crater. Aboard the Javelin-3, the New Mutants, Steel, and Lex all let out a sigh of relief. "Well, _that_ was nuts." Leap murmured.

"No kidding." Leviathan agreed. "That Science Expo turned into a Science-_Fiction_ Expo."

"Yeah!" Multiple agreed. "I gotta admit, though; that giant brain was actually kinda cool…you know, except for being used for evil." At that, Husk just giggled.

Iceman then looked to Steel, his expression sad. "Sorry about your armour, John."

John shrugged. "Don't worry about it, guys; I can always build another one, I guess."

Lex smiled. "Well, I certainly owe you – _all_ of you – _big_ time; you guys saved both my neck and my company; if there's _anything_ I can do…"

Ghost lightly giggled. "Thank you, Mr. Luthor," she said, "but I think that Superman would say that we're not in this for gratitude."

Boom-Boom nodded. "Got it in one, Spooky."

Just then, as Superman flew in next to them, his voice came in over the radio. "_Everyone okay in there?_"

"Yeah, we're fine, Big Blue." Berzerker said.

"_Good._" Superman answered. "_Right now, we have League business, so it's up to you guys to get Lex and Steel back home; the Javelin-3's autopilot should get you to LexCorp, no problem._"

Magma blinked. "You want _us_ to return Lex..?"

Superman chuckled. "_Like I said, this was __**your**__ collar._" he answered. "_We'll see you back at the Institute._" With that, Superman, hawkgirl, and the Javelin-1 veered off, while the Javelin-3 headed on, towards New York City.

XXXXXXXX

_Undisclosed location_

After the self-destruct had been activated, every A.I.M. operative had promptly fallen back to the rally-point, taking everthing they possibly could, including the bio-processor…such as it was.

In his private office aboard their gunship, the commander of A.I.M. scowled as he read the damage report. "How much did we recover?"

"40 percent, sir." his lieutenant answered.

'And the processor?"

The lieutenant looked grim. "We managed to get it into a new tank, sir, but it's taken a severe shock; all but its central functions are damaged beyond repair – we'll likely have to prune away the damaged sections." He gulped. "However, sir, if we do that, the processor may die…"

"Unacceptable."

The lieutenant took a deep breath. "Sir, I'm afraid that we really have no other option; the processor can't live with the damaged sections, and if we perform the surgery…"

"We'll graft the core of the processor to a living host; that should keep it alive."

The lieutenant gasped. "S-Sir!!" he cried. "That's completely…I mean, that may not be a good idea, sir; the host could reject it, and that sudden influx of neural tissue could drive the host insane..!"

"We'll give the host immuno-suppressors." the commander. "That processor is still too valuable to lose; our computing organism will just have to be a _human._"

The lieutenant gulped. "Y-Yes, sir." With that, he saluted, and strode out.

Alone, the commander was left with his thoughts; if no-one was willing to accept the graft, then _he_ would do it…and become the greatest genius the world had ever known…and then, A.I.M. would reign supreme.

And no mutant brats would stand in their way.

XXXXXXXX

_Xavier Institute_

"Ah _still_ don't believe it."

After discreetly dropping John off near the school, the New Mutants had taken Lex back to LexCorp HQ before heading back to the Institute. A short while later, as the sun began to sink below the horizon, the X-Men, along with Superman, Batman, and Hawkgirl had joined them, all meeting in the living room, as well as Logan, Hank, Raven, Ororo, and the Professor…at which point the X-Men had heard about their little rescue.

"Neither can _I._" Anita said, in response to Rogue's statement. "These…_children_ actually handled a situation like that??"

"_Believe_ it." Hawkgirl said, glancing to Rogue with a smile. "They handled themselves quite well."

Superman grinned. "I am _very_ proud of you guys." he said to them, causing each and every one of them to smile. He then glanced to Logan. "What did I tell you?"

Logan scoffed. "Beginner's luck."

Kitty laughed. "Oh, _whatever_, Logan! You _know_ they did good!"

The Professor nodded thoughtfully. "I must agree: you all did well, today," he said, before his expression turned somewhat stern, "but you _also_ took a very big risk."

"Because if we _didn't_, those guys would've _offed_ Lex." Roberto replied.

"That, too, is true." Professor Xavier admitted. "And that is why I am assigning you to additional training sessions, starting tomorrow."

As the New Mutants all groaned, the Professor smiled. "Well, if you want to start going on missions like the X-Men, I should think that you would want their kind of training, as well."

_That_ put a stop to their groans. Scott smiled. "I think it's pretty obvious that you guys aren't rookies, anymore."

Superman nodded. "I guess we can't call 'em 'the New Mutants,' anymore, can we?"

Bobby chuckled. "True," he agreed, "but we're not exactly X-Men, either; it's just not our style."

"Alright, then," Hawkgirl said, "since it's obvious you're all a force to be reckoned with, what should we call you?"

After a few moments of silence, Tina spoke up. "Uh…how about 'X-Force'?"

At that, Alison smiled. "Sounds like it has a nice ring to it!"

Tabitha grinned. "_Nice_ one, Tina!"

"So, 'X-Force' it is." Superman said. "Well," he added, looking to Bobby, "I think we already know who's in charge when I'm not around; you did good out there, Drake."

Jubilee nodded. "You can say _that_ again." she agreed.

Bobby chuckled, as his face went a bit red from Jubilee's statement. "Thanks." he said, before looking to Superman. "I won't let you down."

Jamie grinned. "So, when's our first mission?"

"Baby steps first, Pipsqueak; talk to us _after_ you make it through a few advanced sessions." Logan muttered.

"Darn."

Batman's eyes narrowed. "If you're done with the pleasantries, we have more _serious_ business." he said. "I checked the data that Android downloaded against some of the files that Beacon has been pulling, and I found a match: A.I.M. _was_ a former branch of another terrorist organization; specifically, it was the R&D division of an organization…known as _HYDRA._"

Jean's eyes went wide. "_HYDRA?!_" she exclaimed.

"Sounds like we've found the F.O.H.'s new benefactor." Superman said.

"Ain' _dat_ swell." Remy muttered. "An' somet'ing tell Remy dat dese HYDRA _hommes_ be bad news."

"Their goals are the same as A.I.M.'s: worldwide domination." Batman answered. "Their alliance with the F.O.H. is likely meant to incite hostility between humans and mutants, to create the kind of chaos they can exploit."

"Sounds like we'll have to keep an eye out for them." Hawkgirl said.

Evan nodded, before he smiled. "I still can't believe that John brought out that armour of his."

"Vell, he couldn't have _picked_ a better time to _test_ it!" Kurt exclaimed.

"Yeah! With _that_ kind of know-how, he _totally_ earned his scholarship!" Jubilee agreed. "I'm surprised Lex didn't offer him a job, on the _spot!_"

The mention of Lex caused Superman's smile to become a bit forced. "Guys, there's something I need to take care of." he said, before turning to Batman and Hawkgirl. "It shouldn't take long; I should be able to start patrol on time."

Hawkgirl nodded. "That's fine, Kal; take as long as you need." At that, Superman nodded, as he headed outside, before a familiar sonic boom filled the air.

"Well, I'm sure you're all tired." Professor Xavier said to his students. "Dinner will be ready in a little while, so why don't all of you return to your rooms until then; I'm sure you could use a little down-time."

Hawkgirl nodded. "We should be able to handle anything that comes up. Thanks for your help." she said, while Batman simply nodded, before the two of them headed back to the Javelin-1, flying off, with the Javelin-3 following on autopilot, while the X-Men and the members of the new X-Force headed upstairs, retiring to their rooms.

As she headed to her room, Tina noticed Alison walk up to her smiling. "I am _really_ proud of you today, Tina." she said. "Between today's session amd that little mission, you did _great!_"

At that, Tina beamed at the praise from her surrogate big sister. "T-Thanks, Ali!" she exclaimed. Her smile became a little sheepish. "I…I heard that you designed your _own_ costume." she added. "Would you be able to help me design one of my _own?_"

Alison's smile grew. "_Sure!_"

Tina's smile _doubled_ at that. "Thanks!" she said. "Also, I…I'm not sure if I wanted to be called 'Ghost,' anymore."

"Okay." Alison said. "What _do_ you want to be called?"

Tina closed her eyes, thinking for a moment…and then she smiled.

"Call me…_Phantom._"

XXXXXXXX

_LexCorp HQ, New York City_

As the sun began to set, Lex was still in his office, _personally_ going over his company's files; after making sure that nothing was missing, he set about to reinforcing the mainframe's firewalls. Once he was satisfied, he turned away from his computer, and reached for the bottle of wine he kept in his private fridge; he didn't often imbibe of the fruit of the vine, but today had been quite stressful…

He was about to pop the cork when he heard a sonic boom echo behind him; turning, he saw Superman hovering in front of his window, his expression grim.

He knew _that_ look.

Tapping a button on his desk, Lex opened the window, allowing his friend to float on in, before locking his office – he didn't want anyone walking in or listening in. "So, come to check up on me?" Lex asked, smiling. "I'm perfectly fine, big guy – your students made sure of that. You're quite the teacher."

Superman chuckled. "I try!"

Lex smiled. "Well, if _someone_ had to clean up my mess, I'm glad it was _you_ guys."

Superman's smile wavered. "Lex…what were you _doing_, getting involved with research like that?" he whispered. "A _living_ computer? Made of _neural_ tissue??"

Lex's smile became a bit forced. "Look, Smallville, this kind of technology may seem a little…_unorthodox_, but _think_ about it: a computer that runs on _glucose_, capable of _infinitely_ greater processing power than _anything_ on the market? Do you think I'm the _only_ one interested in this? Other companies are likely looking into it, Clark; LexCorp would be left in the _dark_ if we didn't follow…"

"Lex," Superman said, "you're talking about turning a _living being_ into a _computer!_ My _God_, Lex! How could you..?"

"Clark, where do you think half of humanity's knowledge _comes_ from?" Lex countered. "Half of medical knowledge _alone_ likely stemmed from examinations of corpses, something that was _incredibly_ taboo at the time! I admit, this technology is pushing it, yes, but think of the possibilities; if we can achieve a biological/mechanical interface at this level, we can _easily_ do the same thing for people missing limbs, or vital _organs._ The point is, sometimes we have to push the envelope to achieve progress, Clark; that's just the way it is."

Superman was silent for a moment. 'Maybe so," he whispered, "but we _also_ have to draw the line _somewhere_, Lex."

Lex shrugged. "I'm not saying we don't." he said. "I'm just saying that this is worth exploring." He smiled wryly. 'And if you're worried about where the neural tissue came from, _don't_: the neurons were developed from undifferentiated stoamch epithelial cells taken from _me_; the only one whose rights _might_ have been infringed upon was _me_, and since I requested it, I don't see an issue, here."

Superman looked grave. "All the same," he said, "I'm worried, Lex." Slowly, he turned to go. "Just be careful." With that, he flew off, leaving Lex with his thoughts.

XXXXXXXX

_New York City Junkyard_

As the sun began to creep low, giving the autumn air an additional crispy chill, John finished crushing the last car of the day; after getting dropped of by his friends, he'd been just in time to get the bus to work. He didn't mind; his family _needed_ the money, plus, it gave him an opportunity to scout out parts for the Steelskin Mk II.

The original – the Mk I – was gone; no sense crying over spilt milk.

After punching his time-card, John was just about to head home, when Leo called out, "Hey, kid! Phone!"

Sighing, John walked into his boss' office. "_Jeez_, Mr. K!" he lamented; he wasn't in the mood for _another_ pick-up job. "I just punched out..!"

But Leo just grinned. "_Trust_ me, kid," he said, handing him the receiver, "you _want_ to take this call."

Sighing, John took the phone. "Hello?"

"_John? Lex Luthor._"

John's eyes nearly bugged out of his _head._ "Oh…Mr. Lutho…uh…_Lex_…w-what can I do for you?"

Lex chuckled. "_Well, I'm sure you've heard by now that you won the Physics division at the Expo, today…_"

John nearly leapt for joy, but managed to stay cool. "Actually, sir, I hadn't."

"_Oh? Well, I'm sure you know by __**now.**_" Lex quipped. "_But still, after helping to save my life, that __**just**__ doesn't seem like enough…_"

John smiled. "Really, sir; you don't owe me, anything…"

"_I've made a few calls, John; you're quite the young genius._" Lex continued. "_In fact, I've been looking for someone with your aptitude to handle a few projects at LexCorp; nothing major – mostly computer debugging, brainstorming – nothing you can't handle. You interested?_"

John kept calm. "What's the pay like?"

"_Oh…take whatever you make now, triple it, and we'll go from there._" Lex said. "_It'll be Monday to Friday, with weekends off…oh, and in case you were wondering, I've also got a bunch of old components that I just can't seem to get rid of; know a good junkyard?_"

John smiled. "I'd be happy to discuss it at work, sir."

"_Great! See you on Monday!_" With that, Lex hung up.

Smiling, John looked to Leo. "Mr. K…mind if I cut back my hours to just Saturdays?"

Leo grinned. "After a big-shot like Luthor offers you a job? It'd be _cruel_ not to, kid! Congrats!"

John smiled. "Thanks!" he replied. "See you next week!" With that, he turned, and headed out of the junkyard, smiling to himself; Grandpa Joe and Grandma Muriel would be _thrilled_ to hear about this. '_It's official; things __**cannot**__ get any better…_'

"John?"

John _froze_ as he saw Clarissa outside the junkyard, lightly smiling at him. "Oh…Clarissa…_hi!_" John stammered. "So…what are you doing here?"

Clarissa's smile became shy. "I just…wanted to congratulate you." she said…as her smile grew. "And…to thank you."

John blinked. "For _what?_"

"For saving me."

John gulped. "I…I don't know what you're talking about…"

Clarissa frowned. "I'm not _stupid_, John-Henry Irons; you expect me to believe that _another_ mechanical genius capable of building a mechanized armour-suit like that just _happens_ to show up while _you're_ missing?" she asked. She lightly smiled. "Your secret is safe with me." she added, before laughing that chiming laugh, the one that could turn his stomach into _mush._ "_Every_ girl, on _some_ level, wants to be rescued by a knight in shining armour…even if he _did_ make it out of rusty old car-parts, Junker."

John just chuckled. "Call me _Steel._"

At that, Clarissa smiled. "So, Steel, any future plans for Bayville's newest hero?"

John sighed. "Not at the moment; my armour's all smashed-up – I'm out of commission until I can build a new suit."

"I'm sure you'll do it." Clarissa said, before checking her watch. "I'd better get going." she added. "So, I'll…see you on Monday…_Steel._"

And with that, she gave him a quick peck on the cheek, before hurrying off.

Alone again, John smiled to himself, before hopping into his truck. As he turned the key in the ignition, he spared a glance back to the chest, where his sledgehammer was stored, before he stepped on the gas, and headed for home.

Things were looking up.

XXXXXXXX

_Undisclosed location_

In the secret base of the organization known only as HYDRA, a lone, cloaked figure stood in front of a massive computer screen, while numerous technicians worked away at their consoles.

An officer strode up smartly to the cloaked figure, saluted, and began to deliver his report. "Our spies in A.I.M. report that their base was destroyed, today."

The figure's emerald-coloured lips smiled. "I see."

"They also report that their bio-processor was critical damaged in an attack; several members of the Justice League, as well as a team from the Xavier Institute, infiltrated the facility."

"The X-Men?"

"No, ma'am; it was a different team. We've cross-referenced the descriptions to the known X-Men; no matches." the lieutenant said.

"Understood. That will be all."

The lieutenant nodded, and saluted. "Cut down one, two more rise."

"Two more rise." the cloaked figure repeated the HYDRA motto casually, as her subordinate turned, and strode out.

"I vas not aware of a _second_ Institute-based team."

Turning to the shadows, Madame Hydra's eyes momentarily widened, before calming. "Nor was I, _mein Herr._" she answered. "It will not affect our plans."

"See zat it does not." came the reply. "Genosha?"

"Hodge's team will be ready within two weeks, at _most_." Madame Hydra answered. "We are on schedule."

"_Gut._" her superior answered. "Carry on."

As her superior left, Madame Hydra was left with her thoughts. The existence of a second Institute team _was_ troubling, but it was nothing that they couldn't handle.

HYDRA had existed for _decades_, and no team of super-powered idealists – and no mutant _punks_ – were going to stop them.

XXXXXXXX

_Coming Soon:_

_Genosha._

_Once a safe haven for mutants and humans alike, an attack by a racist psychopath turns this peaceful nation into a hotbed._

_Can the Justice League and the X-Men help resolve this crisis?_

_Or is something more sinister afoot?_

_Find out in, "Behind Enemy Lines," coming to your computer soon…_


	8. Behind Enemy Lines, Part One

CHAPTER EIGHT: BEHIND ENEMY LINES, PART ONE

_Undisclosed location, October 24, 2008_

Within the secret base of the Mutant Liberation Front, the tall, metallic form of Colossus trudged through the dark hallways, with a large white sack over his shoulders, and a grim expression on his face, as he headed for the base's exit…

"Goin' somewhere, Tin-Grin?"

Stopping, Colossus turned to face Quicksilver, calmly leaning against a nearby wall. "I am taking laundry to nearby laundromat." Colossus answered.

Pietro sneered. "What, you got stuck with _grunt_ work?"

"The laundry-man is ill." Colossus answered. "Laundry is needing to be done. Magneto will be asking for volunteer; I go."

Pietro arched an eyebrow for a moment…and then nodded. "Whatever; go on." he said, before walking off. Alone again, Colossus headed for the exit, his pace a little quicker, as he emerged into the night air, before getting into a nearby jeep, buckling up and securing the sack in the seat next to him. As the guard on duty waved him through, Colossus drove out of the base, heading along the road leading into the nearby town…

…and then took a left, heading _away_ from it, as he deactivated his powers, becoming human. As he drove as fast as he could, Piotr felt a bead of cold sweat form on his brow, occasionally glancing behind him, half-expecting to see a vengeful cloaked, helm-clad figure flying after him…

"_Piotr?_"

Putting a smile on his face to hide his worry, Piotr looked to the sack as a little 9-year-old girl, her golden hair tied in pigtails, her bright blue eyes sparkling happily, peeked her head out of the sack, still clad in her hospital gown. "_Are we at home base, yet?_" she asked, in their native Russian.

Piotr smiled. "_Not yet, Illyana._" he replied. "_You have to stay hidden a little bit longer. We're almost there, but they'll be looking harder for us; you don't want us to lose the game when we're so close, do you?_"

Illyana giggled at her big brother. "_No._" she answered. "_I didn't think Mr. Magneto liked hide-and-seek, Piotr! We're gonna win for __**sure!**_"

"_That we are, 'Yana; just hide a little bit longer, okay?_"

"_Okay!_" Illyana chirped, before ducking back into the sack.

As he kept driving, Piotr felt a twinge of guilt at having to lie to his baby sister, but it was nothing compared to what he'd felt as Magneto's lackey.

He couldn't do it, anymore; he'd _already_ had qualms about Lensherr's plans for Genosha and mutants, but after meeting the Justice League and the Avengers, some time ago, he was _sure_ that Magneto's path was the wrong one…eventually prompting him to formulate this little escape. Only he and Magneto knew Illyana was there, and Magneto checked on her only infrequently, giving Piotr time to get away before Magneto caught on, staying in his human state to avoid drawing Magneto's attention.

He only hoped it was enough.

_Finally_, he had driven far enough away from the base so as not to be picked up by their sensors. Pulling into an open field, Colossus stopped the car, and stepped out, looking up into the night sky. "I know that you have no reason to heed my voice, Superman," he called out, "but I am begging that you listen. My name is Piotr Rasputin…and I was one of Magneto's Acolytes…and I wish to surrender myself to the Justice League. In exchange for the safety of my sister and my family, I will tell you everything I know about Magneto's plans." His tone turned pleading. "I am not caring what you are doing to me…but _please_…help my family…"

Suddenly, a sonic boom filled the air, seconds before a red-and-blue blur shot out of the sky, slowing and coming to a perfect stop on the ground in front of him. As he touched down, Superman looked to Piotr, and then glanced to the jeep, spying Illyana as she peeked her head out of the sack, before looking back to Piotr, smiling pleasantly. "All you had to do was ask." he said. With that, he took out his communicator. "Boy Scout calling Eye-in-the-Sky: send the Javelin-3 to my location; we need civilian e-vac, Priority 1."

At that, Piotr could only smile in relief; at last, he and his sister would be safe…

XXXXXXXX

_Genosha City Airport, Genosha_

The dead of night had long fallen over the main airport of Genosha City when the last airplane of the day made its landing. As its passengers disembarked, the airport staff greeted them with a smile; most of the passengers had smiled back, before heading on their way, but a fair-sized group of them – about fifteen, all carrying black duffel bags – had stayed behind. "Excuse me," one passenger, in his early twenties, with mid-length brown hair, and brown eyes, clad in black pants and a black coat, said pleasantly, "but could you tell us where the gift shop is?"

The flight attendant – a young male mutant with slitted eyes – smiled. "Why, certainly, sir; it's just down the hall to the right."

"Thank you." the passenger said.

"Was there anything else you needed help with?"

The passenger smiled wryly. "Why, yes." he answered…as he drew a revolver from a secret pocket in his jacket, aiming it at the youth's head. "There _is._"

_BANG!!_

The echo of the shot sent the entire airport into a panic as the mutant's corpse dropped to the ground, while the group of passengers shed their disguises, revealing black clothes underneath their civilian attire…as well as black F.O.H. armbands. "_Move!!_" the leader of the troop shouted, as his men drew automatics from their duffel bags, before hurrying into the airport.

The airport security force offered practically no resistance as the F.O.H. troop moved through the airport; several rounds of automatic fire was all it took to disperse the mutie cowards. Within minutes, they had forced their way into the control center, and quickly assumed control of the airport.

"Are you _insane?!_" the head Air Traffic Controller – a _human_ – shouted. "We'll have planes coming in within the hour..!"

"…which means that you'd better shut up and do what we tell you, species-traitor." the leader snapped. Turning to his men, he added, "Set up the radar-jammer, and notify the sleepers; we're coming in _tonight._" At once, the two F.O.H. engineers in their squad took out a high-tech-looking device from one of their duffel bags, before affixing it to the control console, and then switching it on…causing every single radar screen in the room – as well as the radar systems of _any_ nearby facility – to go utterly _dead_…

…providing the numerous F.O.H. gunships circling the island with a safe place to land.

Smiling to himself, the leader took out his communicator, as he hailed their forces. "Hodge to Essex; the drop-point is secured."

"_Excellent work, Cameron._" came the oily reply. "_We'll land within the hour; just make sure that our covert agents have successfully neutralized the air-defences._"

"It's being taken care of as we speak." Cameron Hodge answered. "Our people have successfully infiltrated the muties' pitiful military; the freaks will barely be able to put up a fight. This place will be ours before morning."

"_Just make sure of that, Hodge; my employers are not to be trifled with. Essex out._"

Putting his communicator away, Cameron frowned to himself. '_That guy gives me the __**creeps.**_' he thought. He still wasn't fussy about what Essex wanted to do, but after his organization – HYDRA – had bailed them out, he wasn't in the position to complain; all that mattered now was _results._

Looking out the window, Cameron smiled to himself, as he saw the lights of their approaching ships, ready to land…and put an _end_ to this 'freak-state' once and for _all._

XXXXXXXX

_Xavier Institute, October 25_

It was a few hours after midnight when Superman, Wonder Woman, and the Martian Manhunter had brough Colossus and his younger sister to the Institute, their arrival promptly rousing everyone from their sleep. Once the situation had been explained, the other students didn't mind _too_ much; they had the day off due to a school workshop.

Currently, Colossus – _Piotr_, they knew, now – was in the infirmary with his sister, watching as Hank performed a medical examination on the girl, while Superman, Wonder Woman, J'onn, and the X-Men, along with Krypto, waited outside, along with the instructors. "So, Flyboy," Logan spoke up, "think the kid's on the level?"

"Pretty sure." Superman answered. "He said that his family was in danger – the last time we faced Magneto and his flunkies, Flash mentioned that Colossus…that _Piotr_ wasn't with the Acolytes of his own free will, that Magneto had something on him." His expression turned sad. "Looks like he was right."

Anita nodded. "I briefly conversed with him, just before the Sentinel incident; his sister, Illyana, was seriously ill, so much that his family could not pay to treat her – Magneto offered to do so, in exchange for Piotr's services."

"So Mags was using the guy's sick little sister against him?" Evan muttered. "_Man_, talk about _low._"

Wanda's eyes narrowed. "With _my_ father, I'd believe _anything._" she grumbled.

"Remy 'ate t' say it," Remy said softly, "but can we be _sure_ dat dis ain' jus' one o' Mags' tricks?"

"His concern for his family is genuine." J'onn answered. "I sensed that much from him; if there _is_ such a ploy being used by Magneto, Piotr seems to be ignorant of it."

Wonder Woman looked stricken. "Trap or no, we cannot let the boy's family fall prey to Lensherr's backlash."

"Agreed; Piotr already gave us the location of his family in Russia." Superman said. "By now, Beacon should be locked onto that location; if Lensherr goes anywhere _near_ it, we'll know."

Just then, Hank stepped out of the infirmary. "How is she?" Scott asked.

"Piotr was telling the truth." Hank answered. "His sister _did_ have a lung defect, but the gene-therapy Magneto was likely using seems to be working, with little to no side-effects." He lightly smiled. "She's young enough to make a full recovery in less than a week."

"That's good to hear." Jean said with a smile.

"Yeah; at least she's gonna be okay." Kitty agreed, as Krypto barked in agreement.

Just then, Piotr walked out of the infirmary, a weary smile on his face. "Thank you." he said. "Thank you for your kindness…"

Lance smiled. "Don't mention it, pal; we know the kind of raw deal Bucket Head serves."

Anita nodded, her expression neutral, but her voice held a note of concern. "Your sister…her treatment regimen is complete?"

Piotr nodded. "Several days ago, Illyana took last of her medicine; after a day, she seemed well, so I tell Magneto I wish to leave; that bargain is done." he answered. His tone grew bitter. "He says no; he says I must help. I say that I do not wish to assist in his plans, any longer; he says that I should consider my _parents'_ health."

Wonder Woman's eyes narrowed. "That _cowardly..!_"

"Piotr, our Watchtower is scanning your parents' home; we'll make sure that Magneto doesn't even _touch_ your family." Superman said firmly.

Piotr smiled. "Thank you."

Just then, Krypto's nose picked up the new scent in the infirmary; barking excitedly, he scampered into the infirmary, and hopped onto Illyana's cot. Piotr momentarily looked stricken as he heard his sister's frightened gasp…but calmed as she began to giggle at Krypto's happy greeting. "_Doggie!_" Illyana exclaimed.

Mystique chuckled at the sight. "Well, at least we know you're sincere."

"Yeah." Rogue agreed with a smile. "Super-Pooch _is_ a good judge of character."

Piotr's expression turned pained. "I know that…that I have done wrong." he said softly. "I wish to make up for it; if there is anything that I can tell you of Magneto's plans…"

Just then, Bobby hurried up to them, his eyes wide. "Guys, you _gotta_ see this!" he cried. "There's a special news-bulletin on TV!" With that, the entire group followed Bobby to the living room.

As they reached the living room, where the rest of X-Force had gathered around the television, the TV showed an image of Genosha next to the anchorwoman. "_For those of you just joining us now, reports are coming in of the island nation of Genosha undergoing a military coup; our sources tell us that, several hours ago, a strike-force funded by the anti-mutant terrorist group known as the Friends of Humanity took over the main airport and used it as a landing site for a much larger invasion force. After several hours, the Genoshan military has been all but completely routed, with only pockets of resistance remaining. We still have not received word as to who is in charge of Genosha, now, but we will continue to keep you posted!_"

Superman's face went pale. "My _God…_"

"There goes the neighborhood." Logan grumbled.

Ororo looked stricken. "_Goddess…_with those monsters in control of _Genosha..!_"

Scott's expression hardened. "We _have_ to _do_ something."

"But what can we do?" Jubilee cried.

Superman's eyes narrowed, as he looked to Wonder Woman, J'onn, and Krypto. "Wonder Woman, Krypto, you're with me; we'll do a fly-by of Genosha and scan the F.O.H.'s forces. J'onn, I want you to head back to the Watchtower; I want the rest of the League on emergency stand-by." As his comrades nodded, Superman turned to the others. "Guys, I want you to be ready; we won't do anything until we know _exactly_ what kind of firepower the F.O.H. have. Once we know, we can decide what to do about it, then."

"Understood." Jean agreed.

Alison nodded. "Be careful."

Superman smiled. "We will, _taushi._" he replied, before turning to his two comrades. "Let's go." With that, the three of them headed outside, with Krypto following, as Superman, Wonder Woman, and the Superdog took to the air, while J'onn headed to the Javelin, taking off and heading for the Watchtower.

Had they stayed a minute longer, they would have heard the phone start to ring…

XXXXXXXX

_Genoshan airspace_

As the sun began to rise over Genosha, the golden-orange light was dulled somewhat by the smoke from the fires below, ignited by the F.O.H.'s attack on the previously-peaceful nation…the attack that was now over; the F.O.H. had won.

High above the occupied country, Superman's expression was pained as he gazed down at that horrific sight. '_They weren't doing anything wrong…_' he thought. '_They were just living their own lives, minding their own business…_'

Not for the first time, he had to suppress the urge to fly down there and _tear_ those neo-Nazi bastards apart, a sentiment that Krypto _clearly_ shared, judging from his growling. He, Wonder Woman, and Krypto had been scanning the island, getting thorough intel on the F.O.H.'s forces, watching where they moved, where they were fortified; they couldn't _afford_ to make any mistakes, not when the lives of the Genoshan people were at stake…

…no matter _how_ justified a simple, good-old-fashioned head-cracking was.

As they met up with their teammate, their sweep concluded, Superman noticed the expression of barely-contained rage upon Diana's face. "This is not right." she muttered. "We should be down there, _smiting_ those monsters for what they have done..!"

"_Believe_ me, Diana, I'm not happy about it, _either_," Superman said, "but if we go in without a plan, all we'll end up doing is getting innocent people killed."

Wonder Woman's eyes narrowed…before she calmed. "Justified or no, waging war for war's sake is a device of _Ares._" she agreed. "Athena's counsel teaches to make the _first_ battle a _decisive_ one."

Superman smiled. "That's the idea." Krypto promptly barked in agreement.

Wonder Woman's smile turned grim. "Just _promise_ me this, Kal: once we have what we need, _promise_ me that we will _trounce_ these bullies."

Superman's expression matched hers. "Don't worry about _that_." he assured her. "They _won't_ get away with this; I _promise_ you that much." With that, he checked his belt-computer, confirming the data they'd recorded. "That should do it…"

Suddenly, the computer began to beep, as it picked up a signal from the Watchtower. As he put it through, J'onn's voice came in over the air. "_Superman, the rest of the League is assembling at the Watchtower,_" he reported, "_but I am detecting a massive electromagnetic signature heading towards Genosha at a considerable velocity..!_"

"_Magneto._" Superman muttered; he should have _known_ that Lensherr wouldn't stay out of this. As J'onn forwarded the coordinates to him, Superman replied, "We're on it, J'onn. Superman out."

As the transmission ended, Wonder Woman's expression turned grave. "It would appear that Lensherr does not possess as much restraint as we do."

"No kidding." Superman said with a grim chuckle, before turning serious. "Let's move." With that, they both turned, and flew off, to intercept Magneto.

In minutes, they got a visual on the Master of Magnetism, levitating himself and three metal spheres – undoubtedly carrying his three remaining Acolytes – towards Genosha, stopping only when Superman, Wonder Woman, and the Superdog intersected his path, blocking him. "Stand _clear_, Kal-El!!" Magneto thundered.

"No chance, Lensherr." Superman countered, as Krypto growled in feral _fury_, ready to back up his Master's words with his _teeth._

"I will _not_ allow the Friends of Humanity to invade my people's safe haven!!" Magneto roared. "I _warned_ you that this would happen, boy; I _warned_ you..!!"

"We _have_ a plan to free Genosha, Magneto." Superman replied. "What we _don't_ need is you and your goons flying in and getting innocent people killed."

"You _still_ defend them?!" Magneto cried. "Do you honestly think that this could have been perpetrated without inside help; that there were no infiltrators lying in _wait_ for this day?! Is your conscience _that_ misguided..?"

"You are in _no_ position to lecture _anyone_ about conscience, Lensherr." Wonder Woman said coldly. "You blackmail your own follower by threatening an innocent family? You _despicable_ little man."

That statement threw Magneto off long enough for Superman to make his point. "We have _every_ intention of liberating Genosha, Erik." he said. "But it's going to be _exactly_ that: a _liberation._" His eyes narrowed. "_Not_ a massacre, for _either_ side."

At that, Magneto finally calmed himself. "Very well," he said, "but this is _our_ people's struggle, Kal-El; we will _not_ stay by the sidelines."

Superman frowned; he wasn't fussy about the idea, but there didn't seem to be any other way – plus, they likely needed all the help they could get. "If you want to help, that's fine," he answered, "but you follow _our_ plan; otherwise, I suggest you turn around and go _home._"

Magneto nodded. "That is fair," he conceded, "for _now._"

"For _now._" Superman agreed.

Just then, Superman's communicator started to beep; taking it out, Superman answered it. "Boy Scout here."

"_Superman, there is a call coming through._" J'onn answered. "_It is General Fury._"

Superman sighed to himself; as if there wasn't _enough_ to deal with. "Put him through."

Seconds later, the familiar gruff voice of S.H.I.E.L.D.'s Director came through. "_Saw you and your pal sweeping Genosha, kid; should've known you'd be neck-deep in this._"

Superman's eyes narrowed. "General, we plan on liberating Genosha's people; don't try and talk us out of it."

"_Wasn't planning to; I was just curious as to whether or not you wanted any help._"

Superman arched an eyebrow. "I didn't think you _wanted_ the League 'interfering in S.H.I.E.L.D. affairs'."

"_Under the circumstances, I'm willing to make an exception._" Fury answered. "_We've already contacted Xavier and his students; they've arrived at the Helicarrier, so I suggest you and your team meet us there._"

"Alright." Superman agreed. "We'll be there in a few minutes…and we'll be bringing help. Superman out."

Magneto's eyes narrowed as Superman ended the transmission. "You expect us to work with _S.H.I.E.L.D.?_"

"Yes," Superman answered, "because we need every hand to free Genosha." Looking to Wonder Woman and Krypto, he added, "Let's move." With that, he, Wonder Woman, and Krypto flew off, followed by Magneto and his Acolytes.

XXXXXXXX

_Helicarrier Alpha, S.H.I.E.L.D. Mobile Supreme Headquarters, U.S. airspace_

As the massive Helicarrier hovered in the sky above the United States, Nick Fury stood in front of the large window of the command deck, watching the light of dawn slowly start to filter through the clouds.

A red dawn; traditionally, that was a harbinger of bad weather…but the storm that _he_ was predicting was a much _worse_ kind than mere rain or snow could be.

Behind him stood the entire Avengers team: Cap, Black Widow, Iron Man, Thor, Giant Man, Wasp…and the _newest_ addition to the team, who was standing right next to him.

Carol – who had now taken the codename "Ms. Marvel" – had exchanged her military uniform for a one-piece, swimsuit-type garment, dark blue in colour, with a yellow, angular lightning-bolt-shape across the center. She also wore long, high-heeled boots, long gloves, and a simple eye-mask across her face.

After thoroughly analyzing that alien ship, their engineers had discovered that it had been a bio-research vessel, and that it had conducted extensive experiments on humans…with the people of Attilan as their ultimate result. Although it had been shot down on its way home – by an enemy battle-group, and _then_ a ship that _had_ to be of Kryptonian origin – they had clearly kept detailed records…enough so that they could _duplicate_ their work. Despite Fury's initial misgivings, Carol had _volunteered_ for the procedure…and now possessed enhanced strength, durability, flight, and the ability to launch concussive energy-blasts from her hands.

Even though Carol was still getting the hang of these new powers, Fury couldn't _afford_ to have her hang back, not when so much was at stake.

"Sir, with respect, this isn't a good idea." Ms. Marvel said. "Having the Justice League assist us is _one_ thing…but _Lensherr??_"

"_I'm actually with Carol on this one, General._" Iron Man agreed. "_How are we supposed to trust this guy, after some of the shit he's pulled?_"

"We don't have _time_ to toss him in jail, right now, Stark." Cap replied. "Our priority is stopping Hodge and his men."

"The Captain is correct." Fury answered. "For the moment, Lensherr is a secondary priority."

Thor nodded. "Perhaps we can understand his ire, given that it is _his_ people that suffer under Hodge's villainy."

"Hey, just as long as he isn't taking it out on _us_, I'm fine with it." Giant Man said.

"General?" one aide reported. "The Justice League's vehicle has just touched down on the main landing pad; Superman and Wonder Woman are escorting Lensherr and his Acolytes onto the secondary landing pad."

"Have the guards on duty lead them in here, and post an additional security detail outside the command deck." Fury instructed. "Also, send Xavier and his students in here."

Within minutes, Professor Xavier, Storm, Wolverine, Beast, Mystique, the X-Men and the newer Institute-based team – X-Force, Nick believed – along with Colossus, all in uniform, headed into the command center. "General." Charles greeted neutrally.

"Xavier."

Seconds later, the eight members of the Justice League walked in, followed by Magneto, Quicksilver, Sabretooth, and Pyro; as the last four walked in, the entire command deck went silent. "Erik." Charles said.

Magneto nodded. "Charles." he answered. "I suppose I should have expected you to be here."

Charles nodded. "I must admit, Erik, seeing you here was…something of a surprise."

"Uh, understatement of the _year._" Rogue muttered.

"_Rogue._" Superman said gently.

Frowning, Quicksilver sent a glare towards Superman, before glancing back to Rogue. "_Believe_ me, Stripes, _we're_ not happy about it, _either._"

Scowling, Sabretooth nodded. "You think we'd work with the runt by _choice?_" he spat. "This is _really_ gonna cost you, Lensherr."

Magneto fixed his Acolytes with a glare. "When it comes to the safety of our people, _no_ price is too high." he reprimanded.

"Glad you think so." Fury said. "Regardless, we've identified the brains behind this little incursion; Cameron Hodge, one of the F.O.H.'s middle lieutenants. We identified him after he made _this_ little broadcast." Nodding to an aide, Fury gestured to the main view-screen.

Almost instantly, the screen showed the image of a fairly young, brown-haired man, with a black beret on his head, clad in black. "_We are the Friends of Humanity,_" he declared, "_and today, we have taken back what is __**rightfully**__ ours! Today, we have __**corrected**__ the mistake that the bleeding-heart species-traitors have allowed: the 'freak-state' of Genosha is no more! Today, our fellow brave fighters have a new home base from which to strike at the foul menace that pollutes our world!_"

His tone grew menacing. "_Any and __**all**__ muties that think they can hide here will be __**dealt**__ with._" Hodge continued. "_If __**anyone**__ – including the team led by the alien, or the freaks employed by the U.S. government – attempts to remove us, they will quickly learn how __**swift**__ human justice can be!_" His voice grew solemn. "_For humanity!_" With that, the video feed ended.

Magneto's expression was one of barely-contained _rage._ "Nice guy." Aquaman muttered.

"Oh, yeah; a regular 'Mr. Congeniality'." Flash agreed.

The expressions of the X-Men and X-Force were utterly _horrified_, but _none_ more so than Angel. "_God_, Cam…_why?_"

Wolverine arched an eyebrow. "Anything you'd like to share, Wings?"

"Yeah." Angel whispered. "I _know_ that guy." His voice turned soft. "We went to university, together; he was my friend…well…at least, I _thought_ he was…"

Pyro scoffed. "Think ya know _some_ people, eh, mate?"

"Quiet, whelp." Thor said flatly. "This is neither the time _nor_ the place."

Superman glanced to Angel. "Warren, do you think this guy is _serious_ about his threats?"

Angel looked grave. "An hour ago, I'd have said no." he answered. "But, after _that_, I don't think I'm qualified to say what Cameron might or might not do."

"_In other words, we have to assume he's serious._" Iron Man said grimly.

"Regardless, Hodge has information about the F.O.H. that we need." Fury said. "Furthermore, we can't allow them to gain a fortified base of operations, especially since they're allied with HYDRA, as Xavier indicated earlier."

"It sounds like you've made up your mind to attack them." Beast observed.

"Under the circumstances, we don't have much choice." Fury answered, before turning to Superman and Wonder Woman. "We observed you two flying over Genosha, so I'm assuming you gathered some critical intel regarding Hodge's forces."

Nodding grimly, Superman took out his belt-computer, and linked it to the nearest terminal, uploading the files, before removing it. "The vast majority of Hodge's forces – infantry, artillery, and aircraft – are supplied by this naval base here; in addition, we've spotted numerous transports going to and from it, carrying both prisoners and equipment." he said. "Hodge's goons are doing _something_ there, that's for certain."

Cap nodded. "Recapturing that base will definitely be a priority."

"We should be able to handle it." Cyclops said, as the rest of the X-Men nodded.

"Not alone." Superman interjected. "Batman, Martian Manhunter, you two should accompany them."

"Understood." J'onn agreed, while Batman simply nodded.

"Black Widow, you should tag along, as well." Cap said.

"No problem, Steve." Black Widow agreed.

"I'll tag along." Wolverine said.

"So will I." Mystique added.

"As will Pyro and Quicksilver." Magneto said.

Quicksilver smirked as he glanced to Power Girl. "Don't worry, babe; _I'll_ watch your back."

Power Girl just rolled her eyes. "I'm sure." she said flatly.

Glancing at the readout, Wasp looked stricken. "One problem." she said. "The only way to approach this base is by sea, and it looks like they've moved quite a few naval units in to protect it."

"Janet's right." Giant Man agreed. "Unless those Javelins of yours have _unbelievable_ stealth-systems that protect against visual confirmation, you're at least going to get spotted, and then the base will go on alert."

Aquaman chuckled. "Leave _that_ to _me._"

Superman smiled, before turning to X-Force. "Leviathan, think you can help him out?"

Leviathan grinned. "Oh, yeah."

His expression calm, Batman gestured to an area of sea adjacent to the naval units. "The Javelin should drop you here to avoid detection." he said. "The naval forces are mostly commandeered Genoshan vessels; aim for their lower, unoccupied decks – that should incapacitate them with minimal loss of life, and give the crews time to escape."

"Got it." Aquaman agreed.

"The next target should be _this_ facility: Hodge's personal stronghold, judging from how his transmission originated from here." Batman continued. "The facility is remarkably well-defended…_above_ ground." He then gestured to a series of tunnels running beneath the stronghold. "Another small team should be able to infiltrate it from here."

"I will assist." Colossus said. "I am familiar with the tunnels; they were designed as an emergency escape route in the event of an invasion."

"Ironic." Flash remarked.

"We'll handle it." Iceman said, as the rest of X-Force nodded.

Superman nodded. "Flash?"

"On it."

Fury then glanced to Cap. "Think you can help 'em out, Rogers?"

Cap chuckled. "I'll do what I can, sir." he answered. "Wasp?"

"I'm in." Wasp said.

Magneto then glanced to Sabretooth. "Creed?"

Sabretooth grumbled. "Ain't getting' _paid_ enough for this…"

"No bloody kidding." Pyro agreed.

"So, how exactly do you plan on getting them to Hodge's stronghold?" Ms. Marvel said. "It's completely inland, and you've got their entire attack force between them and the fort."

"The _Argo_ should be able to handle that; its cloaking-field will render it invisible." Superman answered.

Quicksilver arched an eyebrow. "The _what_-o?"

"The _Argo_, genius." Shadowcat snapped. "It's a _ship._"

Carol frowned. "Finally using your tech to _help_ us, I see."

Cap half-glared at his comrade, before turning back to the screen. "Regardless, I don't think that Hodge's entire force is going to just let us waltz right in."

Superman chuckled. "That's where the _rest_ of us come in." he said. "Green Lantern, Hawkgirl, Wonder Woman, Krypto and I should be able to provide a sufficient distraction."

Storm smiled. "And I'm _sure_ that bad weather is quite distracting, correct?"

Cap chuckled. "Iron Man?"

"_Count me in._"

"Pym?"

Giant Man nodded. "I'm up for stomping a few bad guys."

"Indeed!" Thor agreed. "This be a melee that could make even _Tyr_ envious!"

"I will assist." Magneto said somberly.

"Lt. Danvers will also assist you." Fury said.

Wonder Woman blinked. "Why? What can _she_ do?"

Superman momentarily met Carol's gaze…and he _knew._ "You _used_ it, didn't you?" he accused, turning to Fury. "You used the Kree bio-research; _God_, Fury, how _could_ you..?"

Fury smiled grimly. "Danvers _volunteered_, kid; I actually tried to talk her _out_ of it."

"With the threats our country is facing, we need _every_ edge we can get." Carol added coldly.

Green Lantern frowned. "I'm pretty sure that's what the _Kree_ said, too."

"Regardless, I'm not entirely certain that all of you will be enough to disable the combined firepower of the F.O.H.'s forces _and_ the commandeered Genoshan forces; we've intercepted transmissions indicating that heavy reinforcements are en route." Fury said. "It's going to be messy…"

"I hear them, too." Superman said. "I think I know where we can get a little boost in firepower."

Quicksilver sneered. "What, from your little cabana in the North Pole?"

There was silence at that. Fury's eye narrowed. "_What?_"

Quicksilver smiled. "You didn't know where it was, _did_ you?" he asked. "Well, take it from _me_, Eyepatch; Super-Dork's old hangout is practically right around the _corner_ from St. Nick's..!"

"_Enough_, Pietro!!" Magneto thundered.

Avalanche groaned. "Way to go, Captain Blabbermouth."

Ms. Marvel's eyes narrowed. "The _Pole?!_" she exclaimed. "Are you _insane?!_ You may very well have _jeopardized_ our treaty with Atlantis..!!"

"You needn't worry about King Namor finding out, Lieutenant." Superman replied flatly. "He already knows; he and I have an understanding."

"I see." Fury said. To himself, he added, "Right under our noses…"

"If you plan to infiltrate Kal-El's outpost, General, I would advise _against_ it." Magneto said. "The entire outpost is defended by a highly sophisticated weather-modulation system, and a high-powered energy shield. I strongly _doubt_ that your forces could pierce those defences…assuming that those were the _only_ countermeasures present."

"So, Last Dork of Crap-Tun, planning on bringing back a few toys for _us?_" Quicksilver sneered.

Flash scoffed. "Wouldn't do you any good, Twinkle-Toes."

Quicksilver's eyes narrowed. "Why not, Copycat?"

"_All Kryptonian technology is Bio-Coded to respond __**only**__ to those with Kryptonian DNA._" Android stated. "_In the hands of non-Kryptonians, it is rendered utterly inactive – inert._"

Magneto scowled. 'I…see."

Quicksilver blinked. "You're kidding."

Scarlet Witch smiled darkly. "You didn't _really_ think that Kal's people would be _dumb_ enough to leave their tech unguarded so morons like _you_ could snatch it, did you?"

Hawkgirl chuckled. "Apparently so."

His expression thoughtful, Fury turned to Charles. "Xavier," he began, "based on your last session with him, what's Banner's status?"

Cap frowned worriedly. "General, sir…"

"Captain, if the Hulk can be harnessed, he can pretty much _guarantee_ ground superiority." Fury replied. "_Well_, Xavier?"

Charles' expression turned grave. "Dr. Banner is making progress in maintaining control of the Hulk-consciousness, General," he answered, "but I don't think..!"

"Is he combat-ready?" Fury pressed.

Charles sighed. "In theory, he should be able to maintain control," he admitted, "but the Hulk-consciousness is not to be underestimated, General; it essence, it is a true alternate-personality, and psychotherapy can sometimes take _years_ to reconcile such rifts…"

"We don't _have_ years, Xavier." Fury said. "If Banner's good to go, we need to know, _now._"

Charles sighed. "I'll need to talk to him."

"Fine." Fury said. "The two of us will pay Banner a visit at the Triskelion; I want all of you good to go by the time we get back."

Cap nodded, saluting. "We'll be ready, sir."

"Power Girl and I will prep the _Argo_; we'll be back before you know it." Superman agreed.

"Good." Fury said. To everyone present, command-crew included, he added, "_Anything_ that was just discussed here does _not_ leave the deck; am I understood?"

No-one objected. "Good." Nick said. "Now, let's get to work." With that, they all split up, to handle their objectives before the mission started.

Time was of the essence.

XXXXXXXX

_North Pole_

Within minutes of leaving the Helicarrier, Superman and Power Girl were flying over the polar ice, heading for the Fortress…but they hadn't flown fast enough to outrun their grim mood.

"_Ugh!_ Can you _believe_ Pietro?!" Power Girl exploded. "_First_ he has the _nerve_ to hit on me, _again,_ and _then_ he _blabs_ the Fortress' location to General Fury?!" She managed to calm herself somewhat. "Baby, can I _hurt_ him when we get back? _Please_ tell me I can kick him, or _something!_"

"Tempting as that is," Superman answered with a grim chuckle, "I think we have bigger concerns."

Power Girl nodded, her expression worried. "Do you think S.H.I.E.L.D. will try to break into the Fortress..?"

"Presently, no; Fury's more concerned about catching Hodge than anything else." Superman said. "As for later…I'll keep the Fortress' shield and defences on stand-by, from now on."

"Good idea." Power Girl agreed.

By then, they had reached the Fortress; tapping his belt-computer, Superman accessed the Fortress' teleporters and 'ported them directly into his main workshop. "Fortress: engage Emergency Protocol, codeword: _Kir'ton Rakar Ly'Rek._" Superman instructed. At that pass-code, a crystalline pillar rose up from the floor, surrounded by a holographic interface invisible to all but those with X-Ray vision. After aligning the interface and entering the proper code, Superman opened the pillar, revealing a cylindrical crystal, like most of the others in the Fortress, except _this_ one was pitch-black. Taking the black crystal, Superman inserted it into the single slot of a _second_ crystal pillar, before twisting it to align with the symbols of the code he'd just entered, before removing the crystal.

"_Emergency Protocol enabled; locked systems now unlocked._" came the computerized reply.

"Fortress: access Armory." Superman instructed. "Prepare one hand-mounted Polaron Disruptor." At once, a teleporter beam flashed in front of the workbench, depositing a single, crystalline glove, a single red crystal on the back, onto the bench. Taking the glove, Superman handed it to Power Girl. "This should take care of any mechanized threats you come across." he said. "You remember how to operate it?"

"Yeah: press the red button, clench your fist, aim, and then unclench once you've got the right charge." Power Girl answered, as she put on the glove. "I remember."

"Good." Superman said. '_Okay, I'll likely need a bit more punch than just a Disruptor, if we're going up against Hodge's main forces._' he thought. "Fortress: prepare a Battle-Gauntlet with the following weapon-modules: one hand-mounted Polaron Disruptor; one wrist-mounted Ion-Cannon; one arm-mounted Nanite Spreader-Cannon; one arm-mounted Free-Energy Amplifier; and one Rotamace. Also, prepare a standard Targeting Visor, and link it to the Gauntlet's targeting systems."

Power Girl blinked. "Okay…I know about the Disruptor, the Ion-Cannon, the Spreader and the Amplifier…but what the _heck_ is a _Rotamace??_"

Superman chuckled. "It's just a little something in case we get in any _real_ trouble, Ali. _Trust_ me; you do _not_ want to see what it can do."

Instantly, the teleporter beam deposited a longer, crystalline glove, extending almost to cover the entire arm, appeared on the bench. The hand-section of the glove was similar to the first glove, except that its red crystal was on the side, just above the thumb, with a black metallic disc on the back of the hand, containing three small, spinning, golden-metal spheres. At the wrist-joint of the Gauntlet was a small, three-pronged, dagger-like shape, with numerous cylindrical, dagger-like spikes adorning the upper part of the forearm, and a crystalline circle on the underside of the arm. Next to the Gauntlet itself were two small crystalline discs, each no larger than a penny.

As he put on the Gauntlet, Superman tapped a crystal on its side, causing the Gauntlet to power down, retracting in on itself, until only a white arm-band encircled his forearm, before he clipped the two tiny discs to his temples. Folling his cue, Power Girl tapped her Disruptor-glove, changing it into a bracelet around her wrist. "We'd better prep the _Argo_, Ali." Superman said. "We've got no time to lose." With that, he turned towards the Vehicle-Bay.

"Clark?"

Instantly, Superman stopped, and turned back to Power Girl…and _froze_ as he saw the worried expression on her face. "I…I _know_ I probably shouldn't feel this way," she said softly, "but I just can't _help_ it; I'm…I'm _scared_, Clark. I-I mean, I know we've done some crazy stuff, but we're heading straight into a _war-zone!_" She lowered her gaze. "I-I'm sorry." she added quickly. "I'm just a little jumpy…"

Smiling gently, Clark walked to his _taushi_'s side and gently held her. "I know you're scared, Ali; I am, too." he assured her. "And you're right; this _isn't_ like what we've faced before. It _is_ a war-zone; we'll be facing people who _hate_ us with every fiber of their being. They'll likely do _anything_ to stop us, _taushi._ It's _human_ to be scared."

Alison lightly smiled. "So, how do _you_ deal with it?"

Superman chuckled. "By remembering that if we don't do something, innocent people are going to suffer for it." he answered.

Power Girl's smile grew. "Got it." she agreed.

Superman smiled back. "Just be careful out there, _taushi._"

"You too, _tausha._" Power Girl answered, before her voice grew determined. "Let's _go._" With that, the two of them headed to the Vehicle Bay, to prep for their mission.

XXXXXXXX

_Triskelion, S.H.I.E.L.D. Headquarters, New York_

After the S.H.I.E.L.D. gunship had dropped them at the Triskelion, Charles and Nick had been quickly escorted into the brig-level of S.H.I.E.L.D.'s New York Headquarters. As Charles rolled his wheelchair to the last bulletproof-glass-walled cell, thick enough to stop anything short of an artillery shell, he smiled. "Hello, Bruce."

Turning away from his computer and workbench, Dr. Bruce Banner, in his thirties, of average height and lanky frame, his blue eyes framed by glasses, his brown hair cut short, clad in his S.H.I.E.L.D. orange prison-jumpsuit, turned to greet him, smiling. "Hello, Charles." he answered. "This is quite the surprise; I thought I wasn't due for another session at the Institute for another week, or so!"

"That's correct, Bruce; this isn't another session." Charles agreed. He spared a glance to Bruce's cell, and smiled. "I see that they've given you a better room."

Bruce chuckled. "Good behaviour." he answered, tapping on his cell walls. "They've lowered the security to just bulletproof glass, plus they're letting me work on a few projects that S.H.I.E.L.D. is running."

"Why, Bruce, that's wonderful!" Charles exclaimed, before his expression turned grave. "I only wish that this visit _was_ a simple session."

Fury nodded. "Banner, did you read the briefing I had sent to you?"

Bruce nodded grimly. "Yes, General." he answered. "This is definitely a bad situation."

"'Bad' is putting it _mildly._"

Charles' expression turned earnest. "Bruce…how long has it been since you had an…episode?"

Bruce chuckled. "You mean, how long has it been since the Hulk broke out?" he asked. "Charles, the Hulk hasn't come out since our _last_ session, and _that_ was just because I _brought_ him out."

"That's good," Charles said, "but do you feel confident that you can maintain control in a more…_stressful_ situation?"

Bruce was momentarily silent. "You want the Hulk to help deal with this crisis."

"We've got a hostile military force in control of another country, Banner; one with _every_ reason to attack major U.S. cities on the grounds of destroying mutants if they get a solid foothold." Fury said.

Charles looked to Bruce intently. "Bruce, if you don't feel up to this…"

"I'll do it."

"Bruce," Charles said, "are you _sure_..?"

"I'm sure, Charles." Bruce answered. "As the Hulk, I've hurt a _lot_ of innocent people because I couldn't keep him under control. This is _exactly_ why I agreed to our sessions: so that I could _help_ people instead of hurting them."

Charles slowly nodded. "I'm glad to hear that, Bruce," he said, "but I'm _also_ going to need to hear from the Hulk; may I please speak with him?"

Bruce nodded, before slowly closing his eyes, concentrating…and then his teeth started grinding, as if in _agony_, as his body began to shift and expand, growing _larger_, more muscular, his uniform ripping apart, revealing an _incredibly_ powerful torso, which began to gradually turn emerald-green, as his arms and legs _doubled_ in width, and as his eyes turned a deep green…until it was no longer Bruce Banner that they stood before.

By sheer reflex, Fury fingered his firearm as the Hulk _roared_ in utter rage…but slowly, that rage began to die down, until the gamma-powered goliath was simply breathing heavily, agitated, but in control. "Hello, Hulk." Charles said.

"_Wheel-Man._" Hulk boomed. "_Why here?_"

"We need your help, Hulk." Charles said. "Ask Bruce; he will tell you."

Hulk seemed to concentrate for a moment…and then said, "_Puny Banner say bad men on island; bad men want hurt mutants. Banner say One-Eye want smash bad men; make bad men leave._"

He grinned savagely. "_Hulk __**good**__ at smashing._"

"_Very_ good." Charles agreed. "But Hulk…in order to help…we will need you to listen to what Bruce is saying. Can you do that?"

Hulk scowled. "_Banner puny,_" he muttered, "_but Banner smart; Banner know what to smash and what not to smash. Banner say Hulk need to smash only…F.O.H., and not smash anyone else; that bad._" Hulk frowned, and added grudgingly, "_Hulk can do that._"

"I am glad to hear that, Hulk." Charles said.

Fury nodded. "Good enough for me." he added. Taking out his communicator, he spoke into it. "As soon as Banner calms down, unlock the cell; Not-So-Jolly Green is taking a walk."

"Hulk," Charles said, "we're going to need to talk to Bruce; can we talk to him, now?"

"_Okay._" Hulk answered, before he began to shrink, until Bruce stood in his place, clad sparsely by the shredded uniform.

As the S.H.I.E.L.D. personnel quickly began to open the cell and let Bruce out, the somewhat-dazed Dr. Banner put his glasses back on, before looking down.

"Hey…you guys'll let me have another suit…right?"

XXXXXXXX

_Helicarrier_

Aboard the briefing room of the Helicarrier, to say that the mood was tense would have been a _gross_ understatement.

"I don't like this." Scarlet Witch muttered, voicing the thoughts that all the X-Men _and_ X-Force were likely thinking. Currently, they and the rest of the League, along with Colossus, Beast, Storm, Wolveine, Mystique, and Krypto, were the only ones there, having completed their preparations, and were just reviewing the details of their objectives. "_How_ can we _possibly_ work with _Magneto?_"

Polaris frowned, in _complete_ agreement with her half-sister. "Wanda's _right_; we _can't_ trust Magneto – he'll probably wait until _we_ clear out Hodge's goons, and _then_ try to take over _himself!_"

Cyclops looked grim. "As much as I agree, Lorna, the fact is, we may very well _need_ Magneto's help." he said. "Between the forces Hodge has now and whatever's on the way, we're going to have quite the fight on our hands."

Phoenix nodded. "We're going to have to get to Hodge _fast._"

"As long as those tunnels lead into his hideout, we should be fine." Green Lantern said.

"They do." Colossus confirmed. "I am sure of that much. As long as we are not detected entering the tunnels, we should have no trouble."

"Good to hear." Flash said.

Siryn nodded. "What do you plan to do after this, Rasputin?"

Colossus sighed. "First, I should be bringing Illyana back home; Mother and Father are surely very worried." he answered. "After that…I do not know." Turning towards Beast, he asked, "You are _sure_ that 'Yana is well?"

"_Quite_ sure." Beast assured him. "She's a tiny bit underweight, but given her condition, that's no surprise; the S.H.I.E.L.D. physicians are looking after her, right now. She'll be just fine."

Colossus looked relieved. "Thank you."

Just then, J'onn suddenly put his hand to his forehead. "Charles and the General have just returned with Dr. Banner," he said, "and Kal and Alison have also returned. They are waiting for us on the main landing pad."

"Guess we'd better go meet 'em." Spyke said. With that, the entire group headed out of the briefing room, towards the landing pad.

As they emerged onto the landing pad, they saw the Avengers enter via an alternate exit, followed by Magneto and his Acolytes; seconds later, Superman and Power Girl 'ported out of the _Argo_, as Charles and Nick stepped out of the S.H.I.E.L.D. gunship, followed by Dr. Banner, clad in a black S.H.I.E.L.D. bodysuit.

Bruce smiled weakly. "Hi, guys." he greeted.

"Bruce." Cap replied, lightly smiling. "Good to see you."

"Yeah," Giant Man said, "nice to see you're out and about…y'know, without the _other_ guy…"

"_Pym._" Cap said flatly. "Not now."

But Bruce just chuckled. "No, it's okay, Cap." he said. "He and I have…come to an understanding."

"That's good to hear, Doctor." Superman said. "The group infiltrating the naval base will be taking the Javelin; the rest of us will be taking the _Argo_ – her cloak should keep us off-radar until the main attack-group is close enough to engage. We'll also fly over Aquaman and Leviathan's drop-point, so they're not detected."

"Sounds sensible." Wasp agreed.

Slowly, Magneto walked towards the _Argo_. "Is…Is this..?"

"The _Argo._" Power Girl answered. "She's a _Swift-Justice_-Class Speeder; fastest type of ship in Krypton's Fleet."

Superman chuckled. "At full throttle, she makes _me_ look like I'm standing _still._"

Slowly, Magneto glided his hand along the _Argo_'s hull. "It's…_beautiful…_"

Quicksilver rolled his eyes. "So it's a space-faring muscle-car. Big _whoop._"

Ignoring the shot, Superman said, "We'd better get moving."

Fury nodded. "We've hailed the _U.S.S. Grant_; she's currently en route, but she's going to take a few hours to reach Genosha." he said. "That's the best we can do, I'm afraid."

"Let's just hope that's enough." Hawkgirl replied.

"Good luck." the Professor said. "Be careful."

"We will." Cyclops replied. With that, they split into their respective groups, and boarded their vehicles. Once everyone was aboard, the _Argo_'s engine-pods extended, as the Speeder took to the sky, flying towards Genosha, followed by the Javelin, leaving Charles and Nick behind.

XXXXXXXX

_Genosha_

In the command center of Hodge's stronghold, as the cluster of officers worked diligently at their terminals, the Winter Soldier idly leaned against the wall, cleaning his revolver, before putting it back in its holster.

The occupation of this country was going well enough, he mused; Hodge was in control, and the few pockets of resistance left would be taken care of in a few hours, once their reinforcements arrived. He was starting to wonder why he'd been sent here in the _first_ place…

"Something bothering you, Soldier?"

The Winter Soldier scowled to himself as he turned to face the owner of that creepy-sounding voice. Nathanial Essex – who called himself "Sinister," and for good reason – was tall, and of average frame, with dead-white skin, short black hair, and pale yellow eyes, with a single red-and-black dot _right_ in the middle of his forehead, clad in a black bodysuit with a creepy-looking black cape. Essex had arrived on Genosha with their main forces, but recently, he had been spending all his time at a naval base, where they were storing the mutant P.O.W.s they had been taking…but _his_ role in the operation was presently unknown; Madame Hydra had kept Sinister's job secret from even _him._

Normally, that fact would have bugged the Soldier, but _this_ time, being kept in the dark was fine by him; judging from what little he knew of Essex, something told him that he didn't _want_ to know.

"Nah; just bored." the Soldier answered. "I mean, we're practically _running_ this place, so I don't see the point of me even _being_ here."

Sinister chuckled – a _truly_ creepy sound. "Come now, Soldier; you don't _really_ expect our little visit to go unnoticed, do you?" he asked. "I'm surprised that the Justice League hasn't smashed our doors in, by now."

The Soldier just shrugged. "My pay's the same, either way."

"Of course." Sinister said. "But it wasn't _always_ that way, _was_ it…_Sargeant?_"

The Winter Soldier momentarily blinked; how the _hell_ had he known about..? Then, he quickly scowled. "That part of my life is _over_, Essex." he snapped. Quickly changing the subject, he added, "What exactly do you _do_, anyway? What's HYDRA got you doing over in that base?"

Sinister just smiled. "Don't concern yourself over things that have nothing to do with you, Soldier; you'll be happier that way." With that, he turned to go, passing by Hodge as he walked into the command center. "Hodge." he greeted idly, before continuing on his way.

Cameron just scowled as Sinister left. "I _still_ don't see why we need _him._" he muttered softly, once Essex was out of earshot. "If you ask _me_, I think he might be a _mutie._"

The Soldier just shrugged. "Hey, your guess is as good as mine; I'm starting wonder if he's even _alive._" he answered. "All Madame Hydra said was to bring him along."

Cameron nodded grudgingly; their reliance on HYDRA for funding wasn't without its price. Still, after Trask's capture – and subsequent near-bankruptcy – they couldn't afford to be picky. "Any sign of the alien's team?"

The Winter Soldier shook his head. "Radar's completely quiet, Hodge." he answered.

Cameron frowned. "Keep an eye out, just the same." he said. "With how fast that…_thing_ moves, it and its team could be on us in..!"

"Sir?" one officer piped up. "We have an incoming transmission; it's from Command, sir!"

Cameron's eyes widened. "Put it through!"

Instantly, the face of Graydon Creed appeared on the view-screen, prompting Hodge to salute. "_At ease, Hodge._" Graydon said. "_I trust that the occupation is going well?_"

"Yes, sir; _very_ well, sir!" Cameron answered. "We'll have this place under our thumb before the day's out, and the muties will be taken care of!"

"_Good._" Graydon said approvingly. "_I trust that, once our reinforcements arrive, the purification should go smoothly._"

"Begging your pardon, sir," Hodge said, "but I'm afraid that you weren't exactly specific as to the nature of our reinforcements…"

"_I am aware of that, Cameron; the line was not entirely secure, so I couldn't risk it._" Graydon answered. "_Even __**this**__ line isn't safe, given that alien's hearing. All I'll say is that, though we lost our funding when we lost Trask, we __**didn't**__ lose our __**research**__; that's all I can say._"

"Yes, sir." Cameron said. "Was there anything else?"

"_As a matter of fact, yes; we've re-evaluated our secondary first-strike target._" Graydon said. "_Our more recent satellite-sweeps have detected a very large weather-anomaly coming from the North Pole._"

Cameron blinked. "The _Pole_, sir?" he asked. "With all due respect, sir, I don't see why…"

"_You __**will**__, Hodge; initially, we had ignored the anomaly, but after reviewing the flight-patterns of the alien, we realized that its trajectory has it headed for and leaving the Pole on numerous occasions._" Graydon said, his eyes narrowing. "_I think you understand what that means._"

Cameron's eyes went wide. "The alien has an _outpost_, there!"

"_Precisely._" Graydon agreed. "_And given the nature of the vehicle used against our Roswell installation, several months ago, I have no doubt that it utilizes the technology of its homeworld._"

Cameron didn't dare speak.

"_Do you understand now, Cameron? The existence of this outpost is undoubtedly the alien's first step towards taking over this planet, and it's likely going to do it by supplying the muties with its technology!_"

Cameron gulped; Graydon was absolutely _right._ With _that_ kind of firepower in _mutant_ hands…

It was like something from a _horror_ movie.

"Understood, sir; we'll make the necessary adjustments to our missiles' telemetry." Cameron answered.

"_Good._" Graydon said. "_That should also serve to provoke the U.S., just as well…provided you've taken care of things on your end._"

"We have, sir; our sleepers have infiltrated one of the free Genoshan bases; once we launch the missiles, it will look like the _muties_ fired them."

"_Excellent._" Graydon said with a smile. "_The muties will take the blame for this attack, provoking the states, and the Justice League will be utterly __**humiliated.**_"

Cameron smiled as well. "Yes, _sir._"

"_Contact us once you're ready to launch._" Graydon instructed. "_Once the missiles have been fired, our allies will begin __**their**__ objectives. Creed out._"

As the transmission ended, the Winter Soldier just arched an eyebrow. "So, the plan is to fan the flames of anti-mutant hatred and take down the League all at once." he mused. "Mind telling me _how_ you plan on doing that?"

Cameron frowned. "You just do _your_ job, Soldier; _we'll_ do _ours._" With that, he turned to go.

Shrugging, the Soldier just leaned back against the wall, and took out his revolver, giving it another once-over polish. Hodge actually had a _point_: he was just here to do a _job._

Anything else wasn't his _problem._ He'd had _enough_ of fighting for causes and stupid ideals, thank you very much…and in the end, it had gotten him _nothing_.

The Justice League would have to be _stupid_ to come after them.

And in _this_ business, stupidity got you _killed._

XXXXXXXX

_Genoshan waters, several miles off the coast of Genosha_

As the morning light began to rise over the Mediterranean Sea, the fleet of commandeered Genoshan vessels sailed on their usual patrol, despite the fact that the vast majority of their usual crews had been tossed in the brig, after the F.O.H. sleeper agents had practically _welcomed_ the F.O.H. soldiers onto their ships.

Aboard the bridge of the lead cruiser, the captain called out, "Any sign of trouble?"

"Negative, sir; radar's completely clean." the radar-officer reported. "We thought we saw a light further out, but it vanished; it was probably just the sun reflecting off the water."

The captain nodded. "Very good; steady as she goes…"

Suddenly, the entire cruiser _shook_, as alarms began to blare throughout the ship. "What the _hell..?!_" the captain shouted.

"Sir, something _hit_ us! The port-side lower cargo-hold has been completely breached; we're taking on water!"

The captain frowned. "Something's wrong; we're not close enough to be running aground..!"

Suddenly, the ship shook again. "We've got a breach on the _starboard_ side, sir! _We're floundering!!_"

At that, the comms officer piped up. "Captain, the submarine-group has something on sonar; we're under attack!!"

As another tremor shook his boat, the captain snarled, feeling the ship suddenly start to pitch back; she was sinking, no doubt about it. "Send this order to the sub-group: fire at will!" he shouted. "_Abandon ship!_ I want everyone to head to the life-boats, _now!!_"

"And the prisoners, sir?"

The captain thought for a moment; _this_ ship hadn't had any muties on it…and some captives could be useful, later. "They're no good to us, dead."

"Aye-aye, sir!" With that, the entire crew began to abandon ship…while wondering what the _hell_ had hit them…

XXXXXXXX

After the _Argo_'s teleporter beam had deposited them in the ocean water, Aquaman and Leviathan had dove under the surface and swam north, heading towards the naval units patrolling Genosha's waters. Within minutes, they had spotted their targets. "_There they are._" Aquaman spoke into his communicator. "_I'll take the one on the left; you take the one on the right._"

"_Got it._" Leviathan agreed, before they broke formation, and swam towards their targets at top speed, closing on them in seconds. Swimming up to the lead ship, Aquaman pulled his arm back and punched a massive hole in its lower hull, causing seawater to spill in. Darting around to the other side, Aquaman punched _another_ hole, flooding the _rest_ of its lower section, rendering it useless.

Swimming up to his own target, Leviathan punched through its lower hull, and then swam along its side, slicing a _deep_ gash in the hull, causing the vessel to start to tip over on one side. As he broke off, Leviathan turned…and saw a submarine barrelling towards them. "_Aquaman! Heads up!_" he called out, but it was too late: the submarine had fired a torpedo at Aquaman, which was lancing towards him at top speed…

Quickly, Leviathan swam towards the torpedo as fast as he could, getting ahead of it, and then altering course; as he'd expected, the torped locked onto _him_, as it veered away from Arthur, following Leviathan instead. Once it was clear, Leviathan cut his speed, and dodged, allowing the torpedo to rush past him, heading out to sea, to detonate harmlessly.

"_Thanks!_" Aquaman said, before he swam at the sub, heading for its stern, where he ripped its propellor off at the axle, rendering the sub immobile, prompting its crew to flood its ballast tanks, initiating an emergency ascent. Armed with the propellor – now a massive, bladed discus – Aquaman pulled back and let it fly towards the nearest ship, slicing into its lower cargo hold and sticking there, its weight dragging the ship down, compounding the hull damage.

By then, the entire naval force was in _chaos_, as the ships realized that something was attacking them from below. "_So,_" Leviathan asked, "_think we've spooked 'em enough for the others to get in?_"

Aquaman chuckled. "_Let's just keep smackin' these guys around, for good measure._" he replied. With that, the two of them renewed their attack, keeping the focus on _them_…

…and _not_ on the approaching Javelin.

XXXXXXXX

As the naval force patrolling Genosha's waters promptly went into disarray from the underwater assault, the cloaked _Argo_ soared towards the island, its sensors picking up _everything_ that was happening. "Well, it looks like your aquatic comrades are doing their job well." Magneto mused.

Superman chuckled. "Yeah, I don't think Hodge's goons are going to be paying any attention to the space _above_ them."

Even Ms. Marvel managed a grudging chuckle. "Well, I'll say _this_ much for your League; you certainly can cause a ruckus."

"Wait 'till you see us on Monster-Movie Night." Flash quipped.

"_Javelin to Argo._" came Cyclops' voice over the radio. "_We're proceeding to target._"

"Acknowledged." Superman replied. "Good luck."

"_You too. Javelin out._"

"Sounds like it's go-time." Cap observed.

Superman nodded, as his hands glided over the control console. "The _Argo_'s sensors are detecting the main attack-force dead ahead; we'll be on them in several minutes." he reported. "I've just set the autopilot; once we disembark, it'll automatically bring you to the coordinates above the tunnels and 'port you in."

"'Bout damn time, runt." Sabretooth grumbled. "Sooner I get out of this damnthing, the _better._"

"Just make bloody sure that beam-thingie doesn't screw up my molecules, mate." Pyro added.

"Aw, cool it, you _wimp._" Iceman quipped.

Just then, the _Argo_'s console began to beep; they were approaching the island. "Well, guess it's time to get to work." Giant Man said.

Dr. Banner managed a nervous chuckle. "I don't think I've ever _tried_ to Hulk-out in live combat, before; this should prove interesting."

Cap chuckled. "Just don't smash any of _us_, and we'll all do fine."

At that, Krypto barked, prompting Superman to reach down and scratch his ears. "Ready to cream some bad-guys, boy?" At that, Krypto barked again.

"You guys just watch your backs, out there." Berzerker said.

"You, too." Hawkgirl replied. By then, the _Argo_ had reached Genosha, and was flying over the island, prompting Superman to activate the Speeder's teleporter; instantly, the blue-white beam filled the _Argo_'s cockpit, 'porting Superman and the rest of the main strike-force into action.

As the teleporter beam deposited himself and Bruce a few miles from the main F.O.H. ground-force, Giant Man quickly activated his powers; in a matter of seconds, he had grown over a hundred feet tall, looming over the surprised – and _horrified_ – tank brigade. With his new size, Giant Man began to walk through the tanks, as if he were just taking a morning stroll, his feet absently sending several tanks flying in his path. Quickly, the rest of the tanks, along with numerous foot-soldiers, scrambled to counterattack; as the foot-troops fired, Giant Man shrugged off their bullets like mosquito-bites…but those tank-shells looked to be trouble. As the tanks brought their cannons to bear, Giant Man prepared to dodge…but a familiar roar filled the air, causing the F.O.H. goons to _freeze._

"_Hulk smash!!_"

Roaring in anger, the Hulk leapt out from where Banner had been hiding, his transformation complete, leaping over fifty feet into the air, to land with an axe-handle strike to one of the tanks targeting his comrade. The troopers quickly turned their fire on Hulk, but the green behemoth didn't even _feel_ their shots, as he sent a half-dozen of them flying with a single swipe of his fist. Roaring again, the Hulk ran through the tanks, sending several of them flying with his fists as he went, his rage _growing_ as the puny men shot at him; he turned in his path, to _smash_ them..!

'_No, Hulk! We have to take out the tanks aiming at Hank!_'

Frowning, Hulk turned back, and ran at the five tanks surrounding Giant Man; as much as he hated to admit it, puny Banner was right. As Giant Man kicked away two of the tanks, Hulk grabbed a third by the cannon-shaft, and swung it around like a baseball bat, knocking the other two away, before tossing away his makeshift weapon.

Giant Man managed a chuckle. "Thanks."

"_Growing Man should watch own smashing; Hulk have own smashing to do._" Hulk grumbled.

"I'll keep that in mind…" Giant Man began, but he was cut off as a missile hit him dead in the chest, sending him flying, while numerous airborne bombs detonated around Hulk, as a squadron of fighter-jets shot past them, before coming around for another pass…

Suddenly, a blazing red energy-beam lanced towards the lead fighter, searing off one of its rear fins with pin-point accuracy, causing it to spin out of control and forcing its pilot to eject. Before the rest of the squadron could react, a green energy-beam and a blue-white repulsor-blast forced them to scatter, as Superman, Green Lantern, and Iron Man flew straight at them. As a second squadron came at them, Superman inhaled deeply, and then unleashed a blast of his gale-breath, blowing the fighters off-course, and into the attack-range of Hawkgirl, Wonder Woman, and Krypto. Snarling in feral fury, Krypto grabbed one fighter by its tail, allowing Hawkgirl to smash its wing with her mace, causing it to spin out of control. As she darted out of the path of another fighter, evading its vulcan-cannon fire, Wonder Woman drew her lasso and threw it, snagging the fighter by the wing, before spinning it around and around in mid-air, and then flicked her wrist to release and retrieve her lasso…as the fighter spiralled towards the ground, its pilot ejecting before it hit.

Turning, Wonder Woman saw a salvo of missiles lance towards her as another squadron closed on her…but the missiles were promptly blown away, to detonate harmlessly, as Storm summoned a massive tornado, trapping the fighters in its blustery funnel. "Thor?" she called out.

"Many thanks, Lady Ororo!" Thor declared, as he sighted his targets, before raising Mjolnir above his head, his weapon beginning to crackle with energy. "Feel the wrath of asgard, foul villains!!" he thundered, before he brought his hammer down; the sky instantly darkened, before massive lightning bolts shot down from the sky, striking the fighters and shorting out their systems. As Storm released them, the fighter-pilots had no choice but to bail out, as their jets crashed lifelessly to the ground.

Dodging out of the way of a missile-salvo, Ms. Marvel unleashed twin concussive blasts from her hands, felling two fighters, before she turned and smashed the nose-cone of another with her fist, sending it into a death-spiral, as the pilot quickly ejected. Turning, Ms. Marvel was in time to see numerous anti-air turrets fire several missile-salvos at her from the ground, and braced herself…

Suddenly, a green energy-barrier from Green Lantern's ring formed in front of her, as Superman unleashed a blast of frost-breath, freezing half of the missiles, while the other half impacted against Green Lantern's barrier.

Carol frowned. "I had that covered."

"I know." Superman answered…before the three of them swiftly dodged several cannon-shells fired from the tanks below. His eyes narrowing, Superman began to take aim, ready to sear those cannons off…but he needn't have bothered, as two cannons suddenly levitated right off the ground, flipped over, and crashed onto _another_ two, as Magneto released them from his magnetic field.

With the tank-threat momentarily dispatched, Magneto turned towards the anti-air turrets. "Those certainly present a nuisance."

"_No kidding._" Iron Man agreed, as he shot down several missiles. "_They're a damn __**nuisance.**_"

Flexing his hands like a concert conductor warming up, Magneto started to gesture towards them. "Yes…one that is easily _remedied…_"

"I've got a _better_ idea." Superman said, as he tapped his arm-band, activating his Gauntlet. "Allow _me._" With that, he pressed the red button on the back of his hand and cllenched his fist; automatically, the blue holographic visor extended across his eyes, targeting the turrets as his hand started to crackle with blue-white electricity. With the movements of his eyes, he locked onto the turrets, widened the range a little bit, and unclenched his hand; instantly, the Polaron Disruptor-burst lanced from his hand, burning through the air, before it hit the anti-air turrets, exploding in a massive starburst of electrostatic force, utterly _devastating_ the turrets' electronics, along with every tank in the blast-radius, without harming a _single_ soldier.

Green Lantern whistled. "Nifty little gadget."

"It gets the job done." Superman replied.

"_Well, we've just about got things taken care of._" Iron Man said.

As he booted another couple of tanks away, Giant Man nodded. "We're just about done on _our_ end." he agreed, as Hulk's roars, punctuated by the sounds of metal buckling, gave credit to that statement.

"Hopefully, the others are doing as well as we…" Superman began, but he stopped, as his hearing picked something up.

"Kal, what's wrong?" Wonder Woman asked.

Following the noise to its source, Superman looked up…just in time to see several dozen massive silhouettes fill the sky.

_Sentinels._

The others quickly followed his gaze. "_You've __**got**__ to be kidding…_" Iron Man muttered.

"So, the cowards hide behind these monstrosities _still._" Wonder Woman spat.

"Afraid so." Superman agreed grimly. "Well, it's _officially_ a whole new ball-game, guys; everyone stay frosty." With that, their little band began to quickly regroup, as the metal monsters began to descend towards Genosha.

XXXXXXXX

_Genoshan Naval Base, a few minutes earlier_

After the Javelin had passed by the naval blockade without a hitch, Batman had guided it down a few miles from the base, landing in the forest surrounding the installation, before he, J'onn, the X-Men, Black Widow, Wolverine, Quicksilver and Pyro quietly approached the base's entrance, stopping at the very edge of the forest, surveilling their way in.

"There are two guards patrolling the main entrance." Batman observed. "They're running a standard clockwise-counterclockwise patrol; that makes them vulnerable to a stealth-attack when they're changing direction."

"So we sneak up and grab 'em when their backs are turned. Cool by me." Quicksilver said. "I'm up for it." He flashed a supposed-to-be-charming grin at Power Girl. "How 'bout you, babe?"

"You do that and you risk alerting every _other_ guard in the area, Maximoff." Batman snapped. "Blaire?"

Looking towards the base, Power Girl's eyes flashed electric blue. "Batman's right, Pietro; I'm seeing two guards just inside the main entrance. If we grab them, they'll come running."

"And _that's_ if the security cameras don't get us first." Cyclops agreed, pointing to the entrance. "We've got _two_ cameras covering the entrance."

"I think we can handle that much." Black Widow said, clipping a silencer onto her revolver.

"And if the guards are alerted, I believe that Raven and I can handle the other two guards." Martian Manhunter agreed.

Just then, the sounds of numerous explosions filled the air, echoing from a distance. "Well, whatever we're gonna do, we'd better do it _fast_." Wolverine muttered. "It sounds like Flyboy's team just started the party, and these guys could get _jumpy_ once they realize they ain't invited."

"Agreed." Batman said. "Maximoff, Blaire, you two take the two outside. Widow, you and I will take out the cameras. J'onnz, Darkholme, you get the other two when they come out. Let's move." With that, the entire team ducked back into the bushes, to carry out their plan.

As the two guards in front of the base continued their patrol, one groaned to himself. "This ain't fair, man; how come _we_ get stuck with guard duty?"

"Because of how we got busted during that attack on the Genoshan Ambassador, that's why, dumb-ass." the other muttered. "So keep your mouth _shut_ and your eyes _open_; if those explosions mean anything, we may just have _company…_"

But he stopped as a soft popping noise caught his ears, followed by a whistling sound; glancing up, he thought he could see that one of the video-cameras had its cable cut…with a metal throwing-blade sticking into the wall behind it…shaped like a _bat..!_

Suddenly, two silver-coloured blurs slammed into them, as Power Girl sent one flying with a punch, while Quicksilver took out the other with a flying kick. Once the two thugs were out cold, Power Girl looked to Quicksilver. "We haven't got much time! _Move!_" she whispered. Quickly, they each grabbed hold of a thug, and started to drag them away…

Seconds later, the main doors opened, as the other two guards on duty darted out, weapons at the ready…only to find their two comrades standing there, with one holding his arm, concealing a nasty-looking burn. "What happened, Vinny?" the first asked.

The injured guard – Vinny – grimaced. "Damn video-cameras shorted out; zapped me in the arm." he muttered. "Frank was just about to call Command and tell 'em."

The second grimaced. "Man, that looks _nasty_, pal; you might have second- or third-degree burns, there."

"That's what _I_ said." Frank agreed. "This job just ain't _worth_ it."

"I _hear_ ya, man." the first said. "The only reason I joined up was on account of I got sprung when the F.O.H. busted some of their guys out, a couple months ago; with guys like that Superman around, and psycho-freaks like the Batman, we're safer in _jail!_"

"Don't have to tell _us_ twice." Vinny groaned. "_Jeez_, it ain't _enough_ we got mutants to deal with…"

"Look, your shift's about over, right?" the second asked. "You guys just head to the infirmary; we'll clear it with Command – we'll be covering you guys, anyway."

"Thanks." Frank said. With that, the other two guards headed back into the base.

Alone again, J'onn and Mystique shed their disguises, resuming their true forms, while the others emerged from the brush. "_Excellent_ performance!" Mystique declared.

"Thank you." J'onn replied. To the others, he added, "I was also able to gleam the location of the brig from their minds; we should head there first, and evacuate the prisoners."

"Sounds like a plan." Avalanche said.

"Agreed." Cyclops said. "Let's move." With that, they headed into the base, following J'onn to the brig.

Within minutes, they had reached the brig, and were standing outside the large steel doors leading inside. Power Girl's eyes flashed electric blue once more. "We've got three guards in there, all with automatics." she reported. "We've also got about three-dozen prisoners; they seem to be in good shape."

"Okay," Cyclops began, "Shadowcat, we'll need you to phase Phoenix and J'onn through the door. Once you guys are through, you should be able to take those guys out with your TK…"

But he was interrupted by Siryn's chuckling. "Oh, Summers, you poor fool; there's a _much_ easier way." she chided. "If you all would be so kind as to switch off your Neutralizers for just a _moment..?_" With that, she vanished into a cloud of green haze, which twisted under the edge of the doors, slipping into the brig.

Rogue scowled. "Are we _sure_ about this?"

Cyclops frowned. "I guess we don't have a choice." he admitted. "Everyone, turn your Sonic Neutralizers _off_, but switch them _right_ back on as soon as Siryn's done." Promptly, all the X-Men's hands went to their belts, turning their Neutralizers off, letting their teammate do her work.

As the cloud of green haze flowed into the brig, the three guards instantly brought their weapons to bear…but hesitated, as Siryn reformed herself, smiling coyly, innocently twirling a strand of her hair. "Oh, _come_, now; do I _really_ look like I could hurt you?" she cooed. "You don't _need_ those big guns of yours, not against a little waif like _me…_"

Her next words carried a UHF edge. "_Drop them._"

Instantly, the automatics fell out of the guards limp hands.

Before the three of them could question how it was that they had obeyed her without question, Siryn quickly wove a low-level seduction spell into her voice. It was admittedly one of her favourite tactics; not enough to render them _incomprehensible_, but _just_ enough as to make them nice and manageable. "Now, isn't _that_ better?" she chimed, her smile growing sly as their expressions turned foolish. "All this responsibility _must_ get so terribly tiring; wouldn't it be nice to just _relax_, and not have to worry about it?"

The guards just smiled goofily.

"Of _course_ it would." Siryn said. "_Now, why don't you just unlock those cells, open the doors, and go to sleep?_"

The guards promptly did as they were told; they unlocked the cells, activated the mechanism that opened the doors…and then fell asleep on the spot.

As the others walked in, reactivating their Neutralizers, Siryn just smiled. "See? Simple."

Shadowcat frowned. "I _so_ don't like her, right now."

As the prisoners walked out of their cells, dazed and bruised, but in otherwise good condition, Cyclops asked, "Everyone okay?"

"Ugh…yeah, we're fine." one ex-prisoner – a young mutant with pure white eyes –said. "We've only been here a few hours; they shipped us here after they raided the city."

"Vhy? Vhat did zhey vant?" Nightcrawler asked.

"I don't know," the former prisoner murmured, "but the guy running this place – a _real_ creepy-looking guy – was taking blood-samples from each of us; I think I overheard him say he was running some kinda experiment…"

Gambit frowned. "Gambit don' like de sound o' _dat…_"

"Join the club, Gumbo." Wolverine muttered. "Any idea where this guy's holed up?"

"I…I think he's got a lab or something on the fourth floor…" the young mutant said.

"Thanks." Cyclops said, gesturing back the way they had come. "You'd all better clear out; the exit is that way."

As the prisoners ran for the exi, Pyro grinned savagely. "So, we're gonna go after the bloke runnin' this outfit, eh?" he asked. "'Bout bloody _time!_"

"Don't get cocky, Allerdyce." came Batman's frosty voice. "Let's _move._" With that, they darted out of the infirmary, heading towards the fourth floor.

XXXXXXXX

In his office within the Genoshan base, Sinister had just finished the analysis of the genetic samples he'd harvested from the prisoners that Hodge's men had taken. '_Yes, these should do nicely._'

It had been pathetically simple to manipulate Hodge and the F.O.H. fools like him into following their plan; a simple alliance involving a financial bail-out, and now HYDRA had gained a new following of utter fanatics, willing to do _anything_ as long as it harmed mutants.

He'd almost laughed, when he'd found out.

His analysis finished, Sinister loaded his new samples into his briefcase, making sure that the liquid nitrogen coolant was of sufficient levels to keep them cool until he returned to his main lab, before he got up to leave…

…and then he felt it: there were _intruders._

Momentarily scowling, Nathaniel turned his expression back to its usual toothy smile as he recognized exactly _who_ it was that had intruded, while blessing the Master for bestowing telepathy, along with his other gifts, upon him, so many years ago. Tapping the communicator on his belt, Sinister raised Cameron. "Hodge," he hissed, "we have a problem."

"_Dammit, Essex, I __**know**__ we have a problem!_" Cameron spat. "_The alien and his League are attacking our main forces, and some of the Avengers are with them..!_"

"It's a diversion, Hodge; the X-Men have infiltrated this facility, and I wouldn't be surprised if another team was coming after _you_, as well." Sinister snapped. "I suggest that we accelerate our timetable, before we _lose_ the ability to proceed."

Cameron suppressed a snarl. "_Very well; I'll begin arming the nukes. I suggest you clear out, Essex, before those freaks stumble onto our plans. I'll also have the Soldier start patrolling this base; it'll take a few minutes to get the launch-codes, and I __**don't**__ want to get caught with my pants down if we __**do**__ have company._"

"Very well, Hodge; I'll be taking my leave…_after_ I greet our _guests._ Essex out." With that, Sinister switched off his communicator, before glancing to the two guards at the door. "Get a squad together and meet me in the main lab." he ordered. Nodding, the guards quickly hurried off, while Sinister strode out of his office.

Time was of the essence…but he wasn't _about_ to pass up an opportunity to examine some new specimens.

XXXXXXXX

_Genoshan sewers_

The tunnels running far below Genosha's capital were utterly silent, save for the slow _drip-drip_ of stagnant water; nothing was moving, this far down…

Suddenly, the silence was broken as a crimson blur darted through the tunnels, before rounding a turn, and coming to a stop, as Flash peered around the corner, and spotted two surveillance cameras, flanking a thick metal gate, standing between him and a ladder leading upwards. His reconnaissance done, Flash darted back the way he had come, quickly meeting up with the others. "Well, Flash?" Iceman asked. "Did you find the exit?"

"Oh, yeah; right where Colossus said it would be…except, you know, for being behind a steel grate and guarded by video-cameras." Flash replied. "The usual."

Cap looked to Wasp. "Think you can miniaturize and take out the cameras without being seen?"

"Easily." Wasp replied.

"_With respect, Captain, that is not advisable._" Android interjected. "_While severing the camera-feed will prevent detection, Hodge's men will surely notice the interruption and become suspicious._"

"You got a better idea, Metal-Head?" Berzerker quipped.

"_If I can access the cameras, I can loop them into a cyclic recording; they will continuously play the previous five minutes over and over again, with no-one the wiser._"

Beast nodded. "That could definitely work." he agreed. "A recursive algorithm could definitely…"

Sabretooth scowled. "You runts actually put up with that techno-babble?" he grumbled.

"Hey, it usually _works!_" Cannonball replied.

Iceman turned to Phantom. "Think you can keep Android invisible long enough for him to do it?" he asked.

Phantom nodded. "No problem."

"Okay; Android, you and Phantom take out those cameras." Iceman said. "Miss Martian, once they do, you take out that grate with your TK."

"Understood." Miss Martian answered.

"Okay." Iceman said. "Mark, Tina, K'imm, you're good to go." With that, Android and Phantom hurried off, followed by Miss Martian, with the others trailing behind them.

In minutes, the three of them had reached the corner by the exit. "Okay, Mark." Phantom said. "I'm ready when you are."

"_I will require approximately one minute to reconfigure the camera-feeds._" Android answered. "_Can you maintain your invisibility-field for that duration?_"

"I'll _have_ to." Phantom answered. "Let's go." Concentrating, Phantom cast her invisibility-field around herself and Android, before they stepped into view of the cameras.

The cameras simply continued their sweeps, ignoring them completely. His eyes narrowing, Android pointed his hand at one camera, as his wireless system interacted with their network, copying the past five minutes and instructing the cameras to continually feed _that_ data back to the main computer instead of its current feed. With one camera looped, Android quickly did the same with the other. "_Cameras neutralized._" he reported. "_K'imm?_"

"On it." Miss Martian answered, stepping out from around the corner, before she closed her eyes, focusing, and then unleashing a powerful TK-pulse, _blasting_ the grate right out of its frame, clearing the way for them to head up.

By then, the others had caught up with them. "Good job." Cap said approvingly. "Let's move." With that, they all began to climb up the ladder, out of the tunnels.

The ladder led them up into a small room, which opened into a metal corridor. "K'imm," Iceman asked, "any sign of company?"

Miss Martian closed her eyes momentarily…and then opened them. "No; for now, we're in the clear."

"Good." Cap said. "Everyone stay alert, and keep an eye out for Hodge." With that, they slowly started to move through the hallway.

As they walked, Colossus looked to Angel. "This man – Cameron Hodge – he was your friend, yes?"

Angel sighed. "Yeah, he used to be, back in university."

"What happened?" Jubilee asked.

"I guess it started back when I was his roommate." Angel answered. "At first, we got along fine, although I think he was a bit ticked that my old man practically _bought_ my way into university. As time went on, our friendship got more and more strained…and then in our _third_ year, things came to a head."

"How so?" Polaris asked.

"At the time, Cam had been dating this girl – Melinda Desmond – but she dumped him after she caught him cheating on her." Angel said.

Boom-Boom frowned. "_Jerk._"

"That's what Mel said, and _more._" Angel agreed. "Anyway, after the breakup, Mel came to me, crying her eyes out, so, of course, I had to comfort her. After that, we went on a few dates…one thing led to another…"

"…and Cameron hated it." Sunspot finished.

"Oh, yeah." Angel confirmed. "We argued a bit, Cam tried to punch me out and ended up getting tossed out of university, and that's the last I'd heard of him, until now."

"And when mutants got outed, Hodge went postal." Iceman said.

"That's the working theory."

Android frowned. "_Hodge's hatred is illogical, as is his blaming of you over the termination of his relationship; it was his actions that precipitated the termination, not yours._"

"Hatred follows no logic but its own, Android." Wasp said.

Husk lightly smiled. "Are you and Melinda still together?"

Angel smiled. "We've been going steady for the past few years, and we plan to _stay_ that way."

Sabretooth just snorted. "Well, that's just freakin' _beautiful_." he sneered. "What is this: a soap-opera?"

Magma frowned. "Do we _really_ need him?"

Iceman was about to respond, but his reply was cut off by Miss Martian's cry. "_DOWN!!_" she shouted, prompting the entire team to duck down…just in time to evade a spray of bullets.

"Well, isn't _this_ a surprise!"

Looking up, Cap saw a fairly young man, clad in a black bodysuit, with mid-length brown hair, and his eyes covered by a black eye-mask, armed to the _teeth_, standing in their path. "I figured that some of you punks might try to sneak in," he sneered, "but I _never_ would have guessed that _you_ would be here, _Captain._"

"Who are you?" Cap demanded.

"Wouldn't _you_ like to know?"

Sabretooth bared his teeth. "Out of the way, _shrimp_, or I'll rip you in _half._"

The stranger smirked. "No can do, _Shaggy_; gotta earn my pay."

Cap glanced to X-Force, Flash, and Colossus. "The rest of you go on ahead; the three of _us_ can handle this."

Sabretooth grinned. "Soldier-Boy, that's the _first_ thing you've said right, today!" With that, he pounced at the stranger, his claws and fangs bared, while Colossus, Flash and X-Force darted into a side-corridor; as the stranger raised his left arm to block, Sabretooth's claws tore into his arm's flesh…

…but the stranger didn't even _flinch_; he quickly drew his revolver and shot Sabretooth in the stomach, before kicking him away, revealing the tears in his arm…and exposing the circuitry underneath. "Bionic arm, genius." the mercenary sneered. He then turned to Cap and Wasp, drawing a second revolver and opening fire. "Sending _kids_ on ahead to do your dirty work, Rogers?" he shouted. "I'm surprised at you…but, then again, it was _always_ about completing the _mission_ with you, _wasn't_ it?!"

Raising his shield, Cap deflected the bullets, while Wasp quickly miniaturized, firing her bioelectric stings, which the stranger easily dodged, with a swiftness that surprised Cap. "How do you know me?" Cap pressed. "Who are you?!"

"Just a soldier come in out of the winter's cold." the soldier replied, drawing a grenade. "You'd _know_ about _that_, _wouldn't_ you?!" And with that, he lobbed the grenade at Cap, but Cap threw his shield with expert aim, knocking the explosive into an empty adjacent hallway, letting it explode harmlessly, giving Hodge's stronghold a new window, before the shield ricocheted towards Winter Soldier, who backflipped out of its path…giving Captain America time to close on him. As Winter Soldier's feet hit the floor, Cap greeted him with an uppercut, followed by a side-kick…but the Soldier blocked the kick and reversed it – with a move that Cap might have used _himself_, he observed – before knocking him to the ground and drawing a knife…

…but Cap didn't give him a chance to use it; he leaned back and _kicked_ Winter Soldier off of him, sending him flying overhead…towards the recovered Sabretooth. Snarling in _fury_, Sabretooth slashed wildly at the Soldier with his claws, but the Soldier dodged each and every attack, only catching a grazing blow to the face, before countering with a _beautiful_ jab to the gut, slamming _deep_ into Sabretooth's abdomen, and then unloading a flip-kick on his face, using his bent knee as a stepping-stool, landing perfectly on his feet…where Wasp blasted him with one of her stings, sending him sprawling, and causing something to fall away from him, clattering onto the floor.

His eyes narrowed, Cap quickly regained his shield, before storming towards the Soldier, to _finish_ this…but his boot tapped against something _metal._ Glancing down, Cap's eyes widened as he saw a set of dog-tags on the floor. Confusion and curiosity momentarily overrode his training, as he picked them up…

Cap's eyes went wide with utter, incredulous _horror_ as he read the name on the tags, before glancing to the recovering Winter Soldier, with half of his mask torn…revealing a brown eye, narrowed in utter _hate._ "_B-Bucky??_" Cap stammered.

The Soldier just glared at him. "That _name,_" he spat, "has even _less_ meaning for me than your precious flag, _Cap._" He smiled evilly, as he listened to his earpiece. "Now, if you'll excuse me, my job is _done_; time to cut-and-run, Soldier…_another_ thing you're good at." With that, he smashed a smoke-grenade against the ground, shrouding the hall in white haze. Cap rushed into the haze after him…but the Soldier was gone.

"Cap?" Wasp asked. "What was _that_ all about?"

Sabretooth sneered. "Pal of yours?"

Cap had to _force_ himself back into the moment. "No time to explain! Let's _move!_" With that, they hurried after the others…while Cap forced himself not to think about his old comrade…and what on God's green _earth_ had happened to him…

XXXXXXXX

_Genoshan Naval Base_

Within minutes, the X-Men, Batman, J'onn, Wolverine, Mystique, Black Widow, Quicksilver and Pyro had reached the main laboratory on the fourth floor…and found it completely empty…which only _added_ to the creepy atmosphere that the lab exuded. "I don't like this…" Cyclops murmured, his hand going to his visor, ready for a fast shot.

Spying an active computer terminal, Batman quickly moved to it, his hands quickly bringing up the most recently-viewed files. "Someone was running DNA-analyses, here." he reported. "Whoever it was ran comparative scans of all the X-Genes of the prisoners; they were looking for structural similarities, transposable elements, protein binding-sites…"

"In _English_, mate?" Pyro said.

Siryn rolled her eyes. "Someone was looking at how different X-Genes were put together."

"But _why?_" Scarlet Witch asked.

Glancing at an adjacent terminal, J'onn's eyes went wide. "That is not our _only_ problem." the Manhunter said. "If these readouts are correct, then this Genoshan outpost is preparing to launch missiles…equipped with _nuclear_ warheads!"

"_What?!_" Mystique cried.

"That's _insane!!_" Quicksilver shouted. "Genosha doesn't even have _commercial_ nuclear power; where'd they get _nukes?!_"

"_Easy._" Wolverine growled. "Somebody _gave_ them nukes."

Scarlet Witch _glared_ at her brother. "I _knew_ it." she accused. "_This_ was Magneto's plan all _along!!_"

"_What?! No!!_" Quicksilver cried. "Father wouldn't..!"

"Gambit got t' admit; dis don' look good f'r y' _pere_, Maximoff." Gambit said.

"Yer old man once tried to drop _meteors_ on the planet, Quicksilver." Rogue said. "This would be _raht_ up his alley."

"Well, isn't _this_ interesting."

Turning towards the owner of that oily voice, they spotted a _seriously_ creepy-looking guy, with dead-white skin, clad entirely in black, flanked by eight F.O.H. troopers. "I take it you're the guy running this operation." Cyclops said.

The stranger smiled, and lightly bowed. "Sinister, at your service." he replied. "And you needn't introduce yourselves; the reputations of the X-Men and the Justice League are well-known."

"Then you can guess what we're gonna _do_ to you for what you F.O.H. Nazis pulled." Scarlet Witch snapped.

Sinister just smiled. "Well, then," he said, "come and _get_ me."

"With _pleasure_, mate!!" Pyro laughed, as he flicked on his lighters and sent a massive wave of flame at Sinister, who simply smiled…and gestured, causing the fire to crash against a telekinetic barrier, as his troopers opened fire on them.

"He's a telekinetic! _Scatter!_" Cyclops shouted, as the others dodged out of the way of the troopers' bullets. Rolling onto his feet, Cyclops unleashed an optic blast, while Batman let fly with a Batarang; the force-blast sent one goon flying, while the Batarang sliced the hand of a second, forcing him to drop his gun with a scream of agony, allowing Black Widow to take him out with a deadly-accurate toss of her vibranium knife, throwing it just _so_, causing the knife-butt to _clunk_ against the goon's head, knocking him out.

Raising a TK-bubble, Phoenix repelled one thug's shots, before slamming the TK-barrier against him, knocking him into the air, where Nightcrawler 'ported in and _booted_ him into a second. As they tried to get up, Avalanche unleashed a precisely-aimed tremor, opening a hole in the floor beneath them, causing them to fall _right_ into the room below.

Morphing herself into a bear, Mystique sent one trooper flying with a swipe of her claws, and causing a second to back away from her in fear…blundering right into the Martian Manhunter's attack-range, where he sent the goon flying with a TK-pulse. As the last two tried to take aim at them, Scarlet Witch simply snapped her fingers, causing their weapons to instantly corrode into _dust_. Before the troopers could react, Spyke let fly with a burst of bone-spikes, pinning them to the wall with expert accuracy, allowing Rogue to easily drain them with a touch.

By then, Sinister's smile had started to fade. "Well, perhaps I've overstayed my welcome. I had best be off…"

'You ain't goin' _anywhere_, bub!!" Wolverine snarled, running at Sinister with his claws extended; as Wolverine leapt at him, Sinister simply pointed at him, sending him flying with a telekinetic burst. Quicksilver ran at him, but Sinister simply levitated himself into the air, causing the silver-clad speedster to crash into the wall.

Sinister just chuckled. 'Oh, come now; is this _truly_ the best that you can..?" But he was cut off as Power Girl darted into the air, slamming him with a punch to the face; Sinister's head bent back from the impact…before snapping back with an eerie _crack!_ Smiling, Sinister caught Power Girl's follow-up punch, as his soulless eyes bored into hers, forcing Power Girl to suppress a flinch. "Phono-photic transmutation…" he mused aloud. "Quite an impressive ability…"

His voice dropped to a whisper, as he finished his statement. "…but that's not the _full_ extent of your abilities, _is_ it?"

Power Girl's eyes widened…before she remembered the plan. "Siryn, Gambit, Shadowcat, _NOW!!_"

At once, Siryn unleashed her sonic scream on them both, stunning Sinister and supercharging Power Girl, before Power Girl _slammed_ Sinister with an uppercut, causing him to start to sag. With perfect accuracy, Gambit threw a handful of charged cards at the falling Sinister, which detonated as they hit him, sending him flying across the room, landing hard on the ground, where Shadowcat phased him _into_ the floor, trapping him.

Looking at his predicament, Sinister chuckled. "Well, the odds certainly appear to be against me." he said. "But, then again…appearances _can_ be deceiving." Out loud, he added, "_Exit strategy!_"

At once, the base's automated defence-system activated, causing numerous laser-turrets to drop from the ceiling and open fire on them. As they scrambled behind the nearby computer terminals, Sinister unleashed a TK-pulse around himself, breaking free, before taking his briefcase, and walking away.

"_Terrific._" Quicksilver muttered from behind a terminal. "He's getting _away..!_"

Darting out momentarily, Cyclops fired an optic-blast, destroying one turret…and causing _another_ to drop down to replace it. Batman took aim, and threw an explosive Batarang, destroying another turret, while Black Widow took out a third with her revolver, but they were quickly replaced. "We need to take out the _entire_ system." Batman said.

Power Girl looked stricken…and then she smiled, before tapping her crystal bracelet, re-forming her Disruptor. "Allow _me!_" she declared, as she charged up a blast, and fired; the fair-sized blue-white electrostatic wave surged through the turrets, disabling the system, rendering it utterly _inert._

Pyro gulped nervously. "Powerful little gizmo you got there, sheila."

"Hopefully, it didn't disable the _rest_ of the computer database." Batman said, standing up. "We might be able to figure out what they were planning from their files."

"Well, y' ain' got t' worry 'bout Ali's gizmo fryin' de computers, Bats," Gambit sighed, glancing to the fried computer terminal, "on 'count o' de turrets beat 'er to it."

His expression hardening, Batman quickly scanned the flickering readout…seconds before it died. "Those missiles are almost ready to launch."

"We'd better tell Big Blue." Spyke said. "What's the target?"

"There were _two_ targets." Batman said. "The Watchtower and the North Pole."

"_Mein Gott…_" Nightcrawler murmured.

"They're going after the Fortress!" Shadowcat exclaimed.

"Super-Dork's place? So what's the big deal?" Quicksilver asked. "He's got that barrier protecting it…"

"True, but a thermonuclear detonation will melt the polar ice." J'onn said. "The resulting flood-water could cause a tidal wave that could flood a large portion of North America."

"We'd better warn Kal!" Power Girl exclaimed.

"Agreed." Cyclops said. "Right now, we'd better clear out, before anyone else finds out we're here." With that, they turned and hurried out of the base, trying to raise Superman on their communicators, before it was too late…

XXXXXXXX

_Genoshan Army Base_

After leaving Cap, Wasp, and Sabretooth to fight that other guy, X-Force, Flash, and Colossus hurried through the corridors, guided only by K'imm's telepathy. "I can sense a particularly hateful mind approaching us." Miss Martian reported. "Hodge is _close_; he should be right around the..!"

And _just_ as they closed on a corner, Cameron stepped out from around it, his eyes going wide as he saw them. "_YOU!!_"

"Hey, Cam." Angel quipped. "Long time, no see."

"Give it up, Hodge." Iceman said. "It's over."

Cameron's face twisted in rage. "You God-damn freaks…you took _everything_ from me!!" he exploded. "_Not_ again, you hear me?! _Never again!_" With that, he broke into a run.

"After him!" Iceman shouted. At once, Flash darted after him, followed by Beast, but as Hodge rounded a corner, he passed two soldiers, who instantly moved to intercept their leader's pursuer; ducking under one soldier's punch, Flash countered with a lightning-fast one-two punch, dazing them, before Beast sent them flying with a leaping double-kick. As Hodge ran for his life, Iceman fired a sub-zero burst, coating the floor with ice, as Havok slammed Cameron with a force-pulse, causing him to slip and fall flat on his face.

By then, the noise had caused four more soldiers to move to intercept them, while two more came at them from behind. Cannonball, Polaris, and Husk turned to face the rear two; powering up her magnetic field, Polaris caused the troopers' bullets to angle away from them, as Cannonball ignited himself, sending them sprawling, giving Husk time to shed her skin, and knock them out with her ultra-dense fists. As the other four came at them, Colossus' eyes narrowed, as he assumed his metal form…and charged _straight_ at them; with almost _no_ effort, the metal mutant _railroaded_ over the four of them.

As Cameron started to get up, Jubilee peppered him with her fireworks, momentarily blinding him, while Magma let her flame-blasts fly, fusing the hinges of the door solid, blocking Hodge's escape. Desperately, Cameron reached for his gun, but Angel leapt at him, knocking it out of his hands with a kick. Hodge swung at him, but Angel leaned out of the way, countering with a fast left jab, knocking him on his rear, where Phantom partially phased the floor under him _just_ enough to immobilize him. As two more thugs came at them from a side-hallway, Berzerker stunned them with an electric-pulse, giving Android enough time to engage battle-mode, arming his pulse-cannons…at which point the soldiers surrendered.

"Like we said, Cam," Angel said, "it's _over._"

Cameron snarled at him. "You ruined my _life_, Worthington." he spat. "You God-damn _muties_ think you have _everything_; think you're _so_ much _better_ than us!!"

"With nuts like _you_, it's hard to argue." Flash quipped.

Cameron just smirked. "Well, now it's _your_ turn to lose everything." Switching on his communicator, he shouted, "_DO IT NOW!!_"

"Do _what?_" Angel demanded…but Cameron just laughed with cruel abandon. His eyes narrowing, Angel pulled Cameron out of the floor by his collar, lifting him up to glare at him, as he repeated his demand.

"Cam…what did you _do?!_"

XXXXXXXX

_A few minutes earlier_

As one Sentinel fired its machine-gun at him, Superman easily shrugged off its bullets, before incinerating its head with an eye-ray, and then blasting another with gale-breath, stunning it enough so that Krypto could dart in and rip its head off with his teeth. Before he could react, another Sentinel swung its metal fist at him, knocking him from the sky; Superman was momentarily stunned, but did a mid-air flip, landing on his feet and arming his Gauntlet's Ion-Cannon all at once, as his Visor instantly targeted his attacker, seconds before an off-white energy-blast shot from his Gauntlet's wrist, piercing the Sentinel's armour and exploding from within, utterly _annihilating_ it.

Turning, Superman saw a tank start to bear down on him…but it suddenly stopped, before the Hulk tossed it aside with a roar. "Thanks, big guy." Superman said.

At that, Hulk snarled in fury and exertion…but quickly calmed. "_Hulk remember Cape-Man._" he boomed. "_Cape-Man friend._"

"Good to hear."

Just then, numerous explosion pelted Superman and Hulk from above, as a fighter-squadron shot by. "_Metal flies make Hulk MAD!!_" Hulk roared.

Arming his Gauntlet's Nanite-Spreader, Superman locked onto the fighters. "Well, my friend," he said, "let's see what we can _do_ about that." With that, he fired a single nanite-crystal, which seared through the air after the fighters, separating into three smaller crystal-shards…which shot _past_ the fighters, before exploding into white dust.

As their fighters passed _through_ the dust-clouds, the F.O.H. pilots breathed a relieved sigh…until numerous crystalline spikes started to _grow_ from their fighters, as the Kryptonian nanites took _complete_ control of their ships, putting them at their master's command. Bringing up the nanite command-screen on his Gauntlet, Superman entered a few commands, before he took to the air; at once, the nano-infected fighters promptly ejected their pilots, before following Superman.

After snagging one Sentinel with her lasso, Wonder Woman smashed its head off with a punch, before ripping its arm off and tossing it at another, impaling it through the processor. Turning around, she saw a third come at her…but Giant Man quickly grabbed it and punched its head off. Grimacing, Giant Man rubbed his fist. "Try watching your _back_, next time, Princess."

Suddenly, a fourth Sentinel Tackled into Giant Man from behind, knocking him flat on his back, as the machine started to arm its plasma-cannon…before Hawkgirl dove at it, smashing its torso with her mace, causing the weapon to blow out, destroying the Sentinel. "Same to _you_, Tiny!" Hawkgirl laughed.

Wonder Woman couldn't help but chuckle at her comrade's joke, but Giant Man just scowled. "Funny lady."

As Iron Man pasted an airborne Sentinel with his repulsors, he heard Superman's voice over the radio. "_Lantern, Iron Man, Danvers, aim two degrees east-by-southeast; you're about to get some targets._"

Hearing their comrade's instruction, Green Lantern and Ms. Marvel flew over. "What is that lunatic doing _now?_" Carol asked incredulously.

"_Search me._" Iron Man replied.

Looking to the east, Green Lantern grinned. "I think I might know." Turning, they saw Superman, flanked by a squadron of pilotless fighters dotted with crystal spikes, open fire on several other squadrons, causing them to chase after him; with the fighters chasing _him_, they were blind to everything _else_…including _them._

As soon as Superman had led the last of the F.O.H. fighters into position, Green Lantern, Ms. Marvel, and Iron Man opened fire with ring-beams, energy-blasts, and repulsor rays, blasting the fighters out of the sky, filling the air with parachutes, guaranteeing air-superiority. With the skies clear, Superman tapped his Gauntlet, deactivating the nanites; as the nanoscopic robots self-destructed, the infected squadron simply fell apart. Spotting a Sentinel closing on him, Superman unleashed his frost-breath, freezing it solid…allowing Magneto to catch it in its magnetic field and send it crashing into another.

"Interesting weapon." Magneto commented…before two bolts of lightning shot over their heads, as Thor and Storm fried two more Sentinels.

"It gets the job done." Superman answered, as an idea came to him. Quickly, he flew towards Thor and Storm. "Hey, Thor, how's your aim with your thunderbolts?"

Thor just laughed. "You jest, my young friend! The son of Odin _always_ hits his mark!"

"Storm?"

Ororo just smiled. "Whatever _he_ can hit, _I_ can hit _faster._" she quipped, earning another hearty laugh from Thor.

"Good." Superman said, as he activated his Gauntlet's Amplifier, causing the ring of Micro-EPMs to detach from the Gauntlet and expand in size. "Aim your thunderbolts at _this_; I'll handle the rest." Nodding, Thor and Storm both sent powerful bolts of lightning at the Amplifier, which absorbed the energy, concentrating it in its center, as the ring spun around it, while Superman's Targeting-Visor locked onto _every_ Sentinel still active, feeding the target-data and selected attack-patterns to the Amplifer…and then, the lightning stopped.

Instantly, the Amplifier unleashed a multi-pronged electric surge a _thousand times_ more powerful than what Thor and Storm had fed into it; the surge shot through _every_ remaining Sentinel, utterly shorting it out, completely avoiding the others.

As the Sentinels started to topple over, Thor and Storm could only look on in awe. "_Merciful Goddess…_" Ororo whispered.

"By the All-Father's _beard_, child!" Thor exclaimed. "Surely your people were mighty _wizards!_"

Superman just shrugged as he deactivated the Amplifier. "Just a little induced decrease in entropy to boost your attacks' power; nothing major."

"Well, that little boost was all we needed." Green Lantern observed. "That just about takes care of things, here."

Superman nodded. "Hopefully, the others did okay, too…"

"_Slim Shady calling Boy Scout; we've got trouble!!_"

At once, Superman answered the hail. "Boy Scout here, Slim; what's wrong?"

"_Kal, we just found out that a Genoshan base is armed with __**nukes**__,_" Cyclops said, "_and it's minutes away from launching them! They're set to hit the Watchtower and the Pole!! I'm sending you the coordinates, now!_"

Superman's eyes went wide; if those missiles hit the Watchtower, they could knock it out of orbit and into reentry, and if they hit the polar ice..!

Instantly, he widened the hail. "Power Girl, Flash, you two are the fastest; follow me to that base; everyone else, get there as soon as you can!" With that, Superman flew off at top speed, heading towards the base as fast as he could.

After meeting up with Power Girl on the way, with Flash following on the ground, Superman saw the base up ahead…they were seconds away…

…but they were too late; as the nuclear silos slid open, ten missiles lanced into the air – five heading straight up, and five heading north.

His eyes narrowing, Superman, touched down, followed by Power Girl, as Flash caught up to them. "I'll take out the ones heading for the Tower." he said. "Ali, your Disruptor should be able to take the ones heading for the Pole out all at once, but you'll need to get _ahead_ of them to make sure you get them _all._"

Power Girl looked stricken. "Kal…I-I don't think I can outrun five nuclear missiles..!"

"_I_ sure can!" Flash declared. "No sweat, Ali; I'll just give you a little lift!"

Superman nodded. "_Haul ass_, West; we have _no_ time to lose."

"_Got_ it."

Power Girl's eyes met his. "Be careful, baby."

Superman managed a smile. "You, too." he replied, before his expression turned determined, as he shot into the sky after the missiles, while Flash took Power Girl by the arm, and bolted off, heading north at top speed.

XXXXXXXX

As she felt her face being compressed by the sheer amount of g-force Wally's pace created, power Girl had to admit _one_ thing: Flash _was_ the only person on earth who could _possibly_ claim to be faster than her _tausha._

In minutes, they had caught up to the missiles, but the nukes were drawing dangerously close to the Pole. Racing across the water's surface, Flash passed one nuke, then another, and then two more, before closing on the lead missile, and then passing it; as he did, he lightly squeezed her arm, telling her that this was as far as he could take her. Nodding, Power Girl took aim at the lead missile…and _leapt_ towards it…

…but the missile raced past her, out of her reach, before the second one barreled towards her, prompting her to grab hold. Digging in with all her might, Power Girl pulled herself to the tip of the missile – she grimaced as she heard its detonator start to arm itself – before sighting the lead warhead…and nearly cried out in dismay; there was no _way_ she could make it…

She couldn't do it.

She _had_ to.

Innocent lives were at stake.

If she didn't act _now_…

Her eyes narrowing, Power Girl _threw_ her doubts away; she _had_ to make it; so many people were depending on her…including her friends…and _Clark._

She'd _die_ before she'd _ever_ let him down.

Gathering every _ounce_ of her strength, Power Girl aimed a few feet ahead of where she wanted to catch…and _leapt…_

She _just_ managed to grab hold of the missile's rear fin.

Gritting her teeth, Power Girl dug in again, pulling herself inch-by-inch towards the tip…and then hung on for dear life, as she charged her Disruptor…but the Pole was only miles away..!

With a scream of exertion, Power Girl _flew_ ahead of the missiles, turned back, and _fired._

The blue-white Disruptor-blast seared through all five missiles, utterly _devastating_ them; instantly, the high-pitched whine of their detonators went silent, before their thrusters sputtered out, as the warheads crashed into the Arctic Sea, utterly harmless.

Breathing a sigh of _relief_, Power Girl touched down on the edge of the nearest ice-floe, to catch her breath…seconds before Flash darted up to her. "Holy _cow_, Ali!!" he exclaimed. "Girl, that was the _dumbest, craziest, _most _stupid_ thing I've ever _seen!!_" Laughing, he gave her a friendly hug. "You _rock_, girl!!"

At that, Alison smiled. "Thanks, Wally."

Flash just grinned. "Come to think of it, that probably tops Smallville's little sub-orbital meteor-mash!" he thought aloud. "Congrats, Diva; you are now the holder of the 'Dumbest-Move-Ever' crown!"

Power Girl laughed. "I'll _try_ not to lord it over Clark's head." she replied. "We'd better get back." Flash nodded in agreement, before he darted off, as Power Girl took to the air, following him.

XXXXXXXX

_Earth orbit_

As they blazed away from Genosha, the five nuclear missiles soared into Earth's upper atmosphere, heading towards the unoccupied Watchtower…

His eyes narrowed, Superman raced after the missiles, closing on them in seconds, firing his eye-rays at the nearest one, piercing its detonator before it could arm itself, turning the weapon into a massive _paperweight._

As the missile went dead, Superman accelerated, closing on the second warhead, before grabbing hold of it, and then ripping open its service-panel and tearing out its navigational software, before giving it a good knock, sending it out into deep space, to detonate harmlessly, millions of miles from _anyone._

Releasing the second missile, Superman strayed into the exhaust of the third, sending him flying, dazed but unhurt; quickly, he shot towards the missile, firing an eye-ray into its detonator, disarming it.

By then, he and the last two missiles had cleared the atmosphere, prompting Superman to start to modulate his body-pressure, allowing him to survive in vacuum, since he didn't need to breathe. Looking ahead, he saw that the Watchtower had picked up the missiles, and was opening fire on them; the Tower's auto-defences managed to shoot _one_ down…but the other was too close, and the defences were too slow, without one of them to manually target…and it was about to _arm_ itself..!

His eyes narrowing, Superman shot towards the missile, before grabbing hold of it and _pushing_, altering its course _away_ from the Tower; it was too late to disarm it safely in time, so he had to get it away…but it had activated a built-in timer..!

Pushing with all his might, Superman _doubled_ his speed, driving the missile as far away from Earth as he could, mentally calculating the distance…before letting out a mental sigh of relief as he crossed that mental threshold, letting the missile go, and turning back…

…and then, the timer hit zero…and the world went white…

XXXXXXXX

_Genosha_

After returning to Genosha, Power Girl and Flash found the X-Men, Batman, J'onn, Black Widow, Mystique and Wolverine waiting for them by the missile-base, along with the rest of Superman's attack-team. "We got 'em." Power Girl reported.

Flash grinned. "More like _she_ got 'em!"

Shadowcat beamed. "Way to _go_, Ali!"

"Not bad, Diva." Wolverine added. "So, where's Flyboy?"

"He went after the nukes heading for the Watchtower." Flash replied. "He should be back, any _second_, now…"

But Flash was cut off as a _massive_ explosion lit up the sky from far out in space.

A _nuclear_ explosion.

Everyone was silent at that. "He…He probably just set that one off on purpose." Spyke said.

"Yeah." Flash agreed. "He _meant_ to do that; no question."

Batman checked his communicator. "Beacon is still active; the Watchtower is undamaged."

"Yeah, he's _fine._" Avalanche said.

Quicksilver smirked. "So, where _is_ he?"

"Martian Manhunter to Superman." J'onn said into his communicator. "Come in, Superman."

Only static answered him.

Krypto started to whine softly, as worried expressions started to cross the faces of the X-Men and the League. "He…He's _okay_, right?" Scarlet Witch asked.

With trembling hands, Power Girl activated her communicator. "Nightingale to Boy Scout."

No answer.

"N-Nightingale calling Boy Scout; _respond._"

_Silence._

Power Girl didn't dare speak; she didn't even want to _think_ about what the others were considering, right now.

Her Clarkie was _okay._

He _had_ to be…

XXXXXXXX

_Author's Note: All right! I finished a chapter in LESS than two weeks! WOOOHOOO! I hope you all enjoy! I'm also going to try and keep up this pace; wish me luck!_

_Coming Soon:_

_Genosha may be safe, but the crisis is far from over._

_What is HYDRA's sinister plan?_

_Will the League's tenuous alliance with Magneto hold?_

_Did the Man of Tomorrow survive?_

_Find out, in the conclusion to "Behind Enemy Lines," coming to your computer soon…_


	9. Behind Enemy Lines, Part Two

CHAPTER NINE: BEHIND ENEMY LINES, PART TWO

_Genosha, October 25, 2008_

Her communicator in hand, Power Girl's voice held an unmistakable tremble. "P-Power Girl to Superman; _please_, respond…" she pleaded…but nothing.

It had been the _longest_ few minutes of her life.

"He…He's _got_ to be okay." Shadowcat said, her tone wavering. "That blast probably just knocked him further out, and it's taking him this long to get back…"

"Yeah," Aquaman added, after he and Leviathan had rejoined them, with the F.O.H. naval units disabled, "_that's_ gotta be it."

"Sure, Kit." Avalanche agreed, looping an arm around her shoulders. "That _has_ to be it; Big Blue's _definitely_ okay…"

"Like _hell._" Pyro snapped. "Face it, mates; yer powerhouse got blown to _bits…_"

"Speak that way again, _whelp_, and you will _regret_ it." Thor thundered, as Krypto started to growl at Pyro.

The now-normal-sized Giant Man looked grim. "I _really_ hate to suggest it, guys," he began, "but it doesn't look good…"

"He'll pull through." Hawkgirl countered flatly.

"He always _does._" Green Lantern agreed.

"Yeah, you just keep thinking that." Quicksilver sneered, before looking to Alison. "So, if anyone needs a shoulder to cry on…"

"Don't even _suggest_ it, Pietro!!" Scarlet Witch exploded, making her brother jump almost ten _feet_ into the air. "If you _ever_ say something like that _ever_ again..!!"

"Why not?! You're all _thinking_ it!!" Pietro shot back. "_Fine_; Super-Dork's a tough mother, I admit it, but that was a _nuke!_ _Nothing_ could have survived..!"

"_No. Cape-Man okay._" Hulk boomed firmly. "_Cape-Man strong, like Hulk; big bomb not strong enough to hurt Hulk, so not strong enough to hurt Cape-Man._"

"One can only hope, Hulk." Magneto whispered.

"Why the dour expression, Lensherr?" Wonder Woman accused. "Is this not what you ultimately _wanted?_"

Magneto returned her glare. "_No_, Amazon; contrary to what you believe, I _never_ wanted this."

"Okay, we've _got_ to quit talking like this! He's _fine!_" Flash said, his eyes narrowing. "He's come through _way_ worse!"

Power Girl remained numb to the entire conversation, as she softly hailed her _tausha_ again; he _had_ to be okay…he just _had_ to be…

…because if he _wasn't..!_

"P-Power G-Girl to S-Superman," she whispered, struggling to keep the tears out of her voice, "p-please answer me…" '_Oh, God, baby, please __**speak**__ to me…_'

"…_Su…he…Po…_"

Power Girl's eyes went wide as an echo came in over the static. "_P-Please repeat!!_"

The echo came in again, still warbled…but the voice was _unmistakable._ "_Superman…here…_"

As his voice broke the silence, the others all let out a sigh of utter _relief._ Quickly, Batman raised him on his own communicator. "It took you long enough." he said flatly.

"_Didn't know…cared…_"

Wonder Woman laughed. "You are, without a doubt," she teased, "a complete and utter _fool_, Kal-El!"

Flash just grinned, before glancing to Power Girl. "Sorry, Ali; looks like Boy Scout's gonna hang onto his title – standing _next_ to an exploding _nuke_ pretty much tops _everything!_"

Power Girl just smiled, her eyes starting to mist over. "You…You're okay?" she murmured.

"_Yes, taushi, I'm fine; the blast's EMP caused a little interference._" Superman answered, as the static cleared. "_Other than my ears ringing like a church-bell, I'm okay._"

Power Girl smiled…before her eyes narrowed angrily. "Are you _brain-damaged?!_"

The shift in her tone clearly had thrown him. "_What..?_"

"_Detonating_ a _nuclear warhead?!_" Power Girl exploded. "Do you have any _idea_ how _dangerous_ that was?! You could have been _killed!!_"

"_I didn't exactly __**detonate**__ it, Ali…_"

"Well, you _sure_ didn't dump it when it was about to _blow!!_"

"_There wasn't time; I __**had**__ to get it far enough away from the Watchtower, or the blast could have knocked it into a decaying orbit and made it crash into the Earth…_"

That point of logic _may_ have satiated the logical part of her brain, but it did _nothing_ to calm the 'freaked-out-girlfriend' part that was currently _running_ the show upstairs. "Well, that's just _great!_" she shouted, her eyes watering. "You actually had a _reason_ for scaring me half to _death!!_"

"Ali's right, Kal." Cyclops said gently, hoping to ease some of the growing tension. "You really gave us all a scare."

"_I know, and I'm __**sorry**__._" Superman answered. "_There just wasn't any other way._"

Phoenix smiled gently. "Well, just _warn_ us, the next time you have to defuse nukes." she said. "Right now, just get down here."

Power Girl weakly smiled. "Yeah, so I can _yell_ at you some more, you big blue _bonehead_." she teased.

"_Sorry, taushi; no can do._" Superman chuckled. "_I got sprayed with the fallout when that nuke went off; if I drop in, I'll set off every Geiger-counter in Europe._"

Siryn's eyes went wide. "Are you alright??"

"_Oh, I'm fine; my energy-transfer system will digest this radiation in no time. Give me an hour or two, and I'll be good._"

"Fine with us; we should have the situation under control, by then." Aquaman said. "You get back when you can."

"_Understood. Superman out._"

As the transmission ended, Quicksilver scowled. "_Un-be-freaking-__**lievable.**_"

"_Blimey_, what's it bloody take to _off_ the wanker??" Pyro cried.

Iron Man just chuckled. "_At this point, I don't think __**anything**__ about that kid could surprise us, now._"

As she switched off her communicator, Storm looked relieved. "Iceman just reported that they've captured Hodge; it's over."

"Not _quite._" Magneto said. "There will undoubtedly be pockets of F.O.H. soldiers still in action; Genosha is not safe until they are taken care of."

"Well, General Fury _did_ say that reinforcements were on the way." Shadowcat answered.

Nightcrawler chuckled. "Vhy should ve vait for _zhem?_"

"Elf's right; the sooner we take those guys out, the better." Wolverine said.

"Well, then, we'd better get moving." Cyclops said. "Let's go, guys!" With that, they headed off to rendezvous with the others, and coordinate a new plan to deal with the remaining F.O.H. forces.

XXXXXXXX

_U.S. Congress_

Turmoil had engulfed the meeting-room of the U.S. Senate as the emergency Congress meeting began; the recent attack had every Senator speaking at once. "Please, gentlemen; this is getting us _nowhere!_" Senator Martin called out, his voice calling them back to sanity. "Do we know for _certain_ that this attack was directed at us?"

"There's no other explanation!" another Senator cried. "A thermonuclear detonation at the North Pole would have flooded over half the _continent!_"

Senator Martin frowned. "That seems like a roundabout way to attack." he mused. "General Fury's report indicates that another five missiles were launched into orbit; what was their target?"

"The missiles were aimed at the Justice League's headquarters." a second Senator answered. "The report suggests that the detonation would have knocked it into a decaying orbit…causing it to land in the middle of North America – namely, right on top of _us._"

Senator Martin nodded. "We should be thankful that the League, the X-Men, and the Avengers stopped them in time." he said. "Do we know who fired them..?"

"Isn't it _obvious?_"

Senator Martin frowned as Senator Kelly spoke again. "The missiles were tracked from a Genoshan base; the mutants didn't bother to cover their tracks very well."

Isaac arched an eyebrow. "You're saying that the _Genoshans_ did this?" he asked. "In the middle of an _invasion?_ I think that's a bit of a stretch, Robert."

"Then I suggest you look at the _facts_, Isaac; the base that the launch came from was well out of the way of the invasion-force – the F.O.H. hadn't reached it, yet." Senator Kelly countered.

Isaac frowned. "But if that's true, then they also attacked the Justice League." he said. "Furthermore, the people of Genosha have no _reason_ to attack us; it doesn't make _sense…_"

"_Doesn't_ it?"

As he heard that voice, Senator Martin turned to face its owner, Senator Dell Rusk; Dell, in his thirties, tall, and strongly built, with dark green eyes, and short blond hair, clad in a dark blue business suit, with a red tie, was a relative newcomer to the Senate, and Isaac didn't know much about him…but he gave him the _creeps_, at times. "I think it makes _perfect_ sense." Dell continued. "We know that the F.O.H. originated on _our_ soil, and so do the Genoshans; by hitting us, they're showing _everyone_ that they're going to fight _just_ as dirty."

"Senator Rusk, that _still_ doesn't add up!" one Senator protested. "The Justice League are _heroes_ to the people of Genosha; they have no reason to attack them..!"

"You're _mostly_ right, Senator," Dell agreed, "but you may not have been aware that a fair number of Genoshans – including members of the Mutant Liberation Front – view Superman and the League as traitors. By attacking their Watchtower, they're letting the League know _exactly_ what they think of them."

Robert nodded. "It all adds up to _one_ thing: we're obviously facing an MLF cell operating out of Genosha…one equipped with _nuclear weapons._"

That statement sent soft gasps rippling through the rest of the Senate. "We can't conclude that, just yet." Isaac countered. "If that's the case, why haven't we heard their demands? Most terrorists launch their attacks to gain _something_, but we haven't heard _anything_ from this so-called cell…"

"Terrorists ultimately only want _one_ thing, Isaac: to destroy _us._" Dell said. "The fact that we haven't heard from them can easily mean that another attack may very well be imminent."

That was the final nail in _that_ coffin. "What should we do about this?" one Senator asked.

"We only have one course of action: we sniff these terrorists out." Robert said. "The Avengers are already deployed in Genosha; with a few reinforcements, it should be a simple matter to locate them."

Isaac was starting to see what Robert was up to. "Senator Kelly, that kind of search…"

"…will require an extended military presence in Genosha, that's true." Dell interrupted. "But under the circumstances, we don't have much _choice._"

Isaac's eyes widened. "Gentlemen…"

"I propose that we put this to a vote." Robert said. "All in favour?"

Isaac refused…but the majority didn't.

"Very well." Robert said. "Given the severity of this issue, I'm sure that we can have the President's stamp on this within the hour."

The rest of the Senate seemed satisfied with that…but Isaac could not escape the horrible unease that had gripped him.

This was a _mistake_…and he just _knew_ that it was only going to get _worse…_

XXXXXXXX

_Genosha_

It had taken Superman's metabolism about an hour and a half to _finally_ work off the radiation from the nuke, leaving him radiation-free…albeit with a sensation akin to nausea, spread over his entire body. '_No more nukes for __**me.**_' he thought, as he flew back into Earth orbit, descending to Genosha and shrugging off the heat from re-entry with ease, while he listened to the Genoshan military channels. '_Well, at least the others have things under control…_'

As he touched down in front of the base that the others were being debriefed in, Superman saw Flash and Power Girl there, waiting for him. "About _time_, Boy Scout." Flash quipped. "We were starting to think you weren't coming."

Superman half-smiled. "Better late than _never._"

Power Girl's expression shifted between angry and worried, before settling on a mixture of the two. "You're _sure_ you're okay?"

"Yes, _taushi_, I'm fine." Superman answered…before grimacing. "Aside from a mild case of energy-indigestion, that is."

"_Good_; it serves you _right_ for doing something so _dumb._" Power Girl answered in a mild huff.

Superman sighed. "Ali…"

"The debriefing starts in five minutes; you'd better be there." Power Girl cut him off, before she turned and walked back into the base.

Superman just sighed to himself as he and Flash started to follow her. "_Man_, Ali is _really_ steamed at you." Flash said.

"Can you _blame_ her?"

Turning, Superman saw Black Widow walk up alongside them. "That little stunt of yours might have worked, but from down here, it was scary as _hell_, Superman." she gently chided. "Some of us thought we'd lost you, to say _nothing_ of how Alison was feeling."

Superman lightly frowned. "I've taken hits from Hulk _and_ Juggernaut before, Widow; surviving the impact of a nuclear detonation shouldn't have been an issue." he defended. "As for the radiation, my Kryptonian physiology can metabolize gamma radiation just as easily as solar energy; how _else_ could I survive standing inside a nuclear reactor-core or two?"

Widow's smile turned wry. "_Maybe,_" she said, "but put yourself in _her_ shoes; how would _you_ feel if Alison had gotten hurt doing a stunt like that, or _worse..?_"

Superman's eyes went wide; if his _taushi_ had gotten hurt doing something he'd _asked_ her to do, he would _never_ have forgiven himself…the _thought_ of losing her..!

Realization crashed into him harder than the _nuke_ had. "I'm an _ass._"

Black Widow just chuckled. "_No_, you just needed a little reminder of how us humans feel." she corrected. "A thermonuclear detonation may not be a big deal to Krypton's Last Son, but to us _Homo sapiens_, it _is._" Her expression saddened. "In _our_ line of work, losing people is a near-_certainty._"

Superman nodded. "I've _got_ to make this up to her."

"You can do that _later_, Romeo." Flash said. "We've got work to do."

By then, they had reached the briefing room, where all the others – save Magneto and his Acolytes – had gathered; the very _instant_ he'd walked in, Krypto let out an ecstatic bark, before running towards his master and half-tackling into him, licking his face repeatedly. "Okay, okay, boy! I'm _fine!_" Superman laughed, easing his dog off of him and standing up, before giving Krypto a scratch behind the ears. "You goofy mutt…" he lightly teased.

"As opposed to his goofy _owner._" Scarlet Witch quipped.

"Way to give us all _heart-attacks_, Big Blue." Iceman added.

Superman chuckled. "Well, after some of the dumb stuff _you_ guys have pulled, I guess you've all rubbed off on me."

Phoenix smiled. "We're just glad you're okay, Kal."

Superman's expression turned grave. "Where's Magneto?"

"Lensherr and his Acolytes are out taking care of the last bit of F.O.H. resistance." Cap said. "After that, chances are they'll pull out; with Genosha secure, there won't be any reason for them to risk a fight…"

"Don't be so sure, Captain."

Turning, Superman saw Nick Fury walk into the briefing room, his expression grave. "General?"

Fury's expression only hardened. "I'm sure that _all_ of you," he said, his gaze momentarily fixing Superman with a pointed glare, "are aware by now that ten multimeg nuclear missiles were fired less than two hours ago – an attack that our experts indicate was ultimately aimed at _our_ country."

Green Lantern nodded. "Do we know why the F.O.H. tried this?"

The General's expression turned _truly_ grim. "Actually," he said, "the evidence we found…indicates that it was the _Genoshans_ who opened fire on us."

_That_ silenced everyone in the room. "_What?!_" Superman shouted.

"That's _insane!_" Leap cried.

"General, we came here with the intent to render _aid_ to the Genoshans!" Wonder Woman exclaimed. "What reason could they have to..?"

"It's no small secret that there are some Genoshans that aren't too fond of the League, Wonder Woman." Ms. Marvel countered. "We still aren't sure as to why they targeted the Pole, beyond attacking the outpost, but by attacking your Watchtower, they're both getting back at both you _and_ us for allowing the F.O.H. to form; two birds, one stone."

Cyclops frowned. "You can't believe that the people of Genosha went _along_ with this..!"

"We _don't._" Fury replied. "The working theory is that an MLF cell was operating out of that base under orders from Lensherr; Magneto saw an opportunity when we went after the F.O.H., and he took it. Why _else_ do you think he was in such a hurry to get here?"

"So an MLF cell just _happens_ to fire nuclear missiles at us _during_ an invasion?" Iceman asked. "I don't buy it."

"Whether you believe it or not is immaterial." Fury said. "We've just received orders from the President to initiate a full sweep of Genosha to flush these terrorists out."

"_And once Lensherr hears about this, he'll be back._" Iron Man muttered.

"And he _won't_ be happy to see us." Dr. Banner added.

"General, you _can't_ believe this…" Superman implored.

"Can't I?" Fury answered, arching an eyebrow. "Our country was just targeted by terrorists, kid; we can't _afford_ to take chances."

"In any case, this is now a S.H.I.E.L.D. mission; all of you aren't needed, anymore." Ms. Marvel said. "You're free to go."

Superman turned to Captain America. "Cap, you don't actually _believe_…"

Cap looked grim. "I'm afraid our orders are clear, Superman." he answered. "We can handle things from here. If Lensherr's people _are_ operating from Genosha, then it's probably for the best that we stay here…"

Superman's eyes widened in utter incredulity…before he frowned. "Cap," he said, "you don't believe that any more than _I_ do." To the others, he added, "Let's _go_, guys." With that, the rest of the League, the X-Men, X-Force, Wolverine, Storm, Beast, Mystique, Colossus, and Krypto headed out.

As they emerged from the base, walking towards their vehicles, Superman shook his head, still shaken by the words of his childhood hero. "_How_ can Cap _believe_ that the MLF did this in spite of _everything..?_"

"The Captain is a _soldier_, Kal." Wonder Woman said. "Following orders is just as much a part of him as doing good."

Flash frowned. "Orders or not, something _stinks_, around here."

"_I concur._" Android agreed. "_The firing of the nuclear missiles is too coincidental._"

Cyclops frowned worriedly. "I hate to say it, guys, but I'm not too convinced that it _wasn't_ Magneto."

Power Girl nodded. "This is a guy who once tried to drop _meteors_ on the _planet._"

"_I_ certainly wouldn't put it past him." Mystique agreed.

"It doesn't fit."

Batman's voice interrupted anything else they were going to say. "It's an effective enough way to attack the States, but it isn't _Lensherr's_ way." he continued. "Dropping the Watchtower and melting the Pole would cause just as many _mutant_ deaths as human deaths, as well as irreparably alter the environment, to say _nothing_ of the nuclear fallout; for someone dedicated to replacing humanity, it's too inefficient a tactic."

Superman nodded. "There are just too many inconsistencies for us to blame Magneto." he agreed. "We need to get _all_ the facts."

"Well, from _where?_" Angel asked. "The only one who knows anything about what the F.O.H. were _really_ up to is Cam, and he won't talk."

Batman's eyes narrowed. "He'll talk to _me._"

"Dat may be true," Gambit said, "but 'odge be in Fury's custody; Gambit don' t'ink dat de Gen'ral gon' let y' 'ave a chat wit' 'im on a 'unch."

J'onn lightly chuckled. "Leave that to _me._"

Siryn looked concerned. "As much as both I and my father enjoy making Fury look foolish," she said, "you _do_ realize that the good General could take this little endeavour _personally._"

"I don't think we have a _choice._" Superman replied. "If there _is_ a possibility that Fury's intel is wrong, then the Avengers will be enforcing martial law for _nothing_; tension between humans and mutants will grow because of this, and U.S. military forces will be taxed even _further_ by occupying Genosha…"

"…leaving it less able to respond to another attack." Batman finished.

Aquaman frowned. "Sounds more and more like these HYDRA guys, every _minute._"

Cyclops' expression turned thoughtful. "What should we do?"

"For now, the rest of us should prepare to depart, so as not to arouse suspicion, while Batman and J'onn sneak in and interrogate Hodge." Superman answered.

"That sounds like a plan." Beast said.

"Good." Superman replied…before he paused, as his hearing picked up a familiar sound. "You guys go on ahead; there's a little something I need to take care of."

Power Girl's expression became a bit worried. "Nothing major, right?"

Superman chuckled. "No, _taushi_; no nukes involved." he answered. "I'll be back soon. Good luck." With that, he darted off, while the others continued on towards their vehicles, moving beyond the base's line of sight…where Batman and J'onn stealthily broke away from them, doubling back towards the base…

XXXXXXXX

As a silver-coloured streak sped away from the base, Quicksilver scowled to himself after what he'd found out. Once he, his father, and the rest of the Acolytes had the F.O.H. remnants on the run, Father had instructed him to take a look around the base where the Loser League and the X-Dorks were meeting, and find out what they were up to.

And it was a good thing that he _had;_ he should have _known_ that One-Eye Fury would try to pin this on _them._ As soon as he'd heard that, Pietro had sped out of the base at top speed, racing back to his father as fast as he could; Father _had_ to be informed..!

Suddenly, an all-too-familiar sonic boom shook the air, seconds before a blue-and-crimson blur shot ahead of him, before Superman came to a perfect stop directly in his path, forcing Quicksilver to skid to a stop in front of him. "In a bit of a hurry, are we?"

Pietro's scowl grew; he'd nearly _hurled_ when he'd heard Super-Dork's voice over the radio. "Well, _somebody's_ got to warn the people of Genosha that the U.S.'s stooges are gonna take over _our_ country."

Superman frowned, his arms folding. "You heard."

"Damn _straight_, I heard!!" Quicksilver snarled. "If you think for one _second_ we're just gonna let you..!"

"It won't be us, Pietro."

That statement threw Pietro. "Why? Aren't you so _big_ on human 'justice'?" he sneered. "I thought you'd be foaming at the _mouth_ to go after him!"

"Magneto has a _lot_ to answer for Pietro," Superman answered, "but we're honestly not sure if he _is_ behind this." He arched an eyebrow. "Unless of course he _is..?_"

Pietro scowled.

"I didn't _think_ so."

Quicksilver's scowl grew. "So, what, then?" he demanded. "If you don't think Father did it, why are you here?"

"We're going to try to get to the bottom of this, Pietro," Superman answered, "but we're _also_ going to make sure nobody does anything _stupid._"

Pietro's fists clenched. "You mean like how your pal Fury is gonna invade _our_ country?" he snapped. "You call my father a terrorist, but you're just gonna let Fury's stooges march _right_ in and take over! _Face_ it, Super-Dork, this whole situation is _your_ God-damn _fault!!_"

Superman's eyes narrowed. "I'm not interested in pointing fingers, Pietro; all I care about is _resolving_ this crisis before _anyone_ gets hurt. I suggest you tell your old man to clear out and let us handle this; if he _is_ innocent, then he's got nothing to worry about." he retorted. "If all you're going to do is blame _me_ for your problems, I don't have _time_ for you." With that, he turned to go.

Quicksilver saw _red._ "Oh, so it's _my_ fault that my father wanted _you_ as our leader instead of his own _son?!_ It's _my_ fault that he doesn't respect me?!" he exploded. "It's _my_ fault that you took away the only sister I'll ever..?!"

"Pietro, I _can't_ take your sister from you." Superman answered, cutting his tirade off. "The _only_ person who can drive her away from you is _you._"

Pietro momentarily flinched. "She…She was too hung up on getting back at Father; she wouldn't _listen!!_" he shouted. "And then _you_ came in and..!"

"All I did," Superman countered, "was show Wanda that her pain wouldn't end by taking revenge. I let her see for herself why she _couldn't_ go down that path, and I trusted her to make the right decision." He lightly smiled. "She just needed someone to be there for her, to help her see it."

Pietro's fists clenched. "_I_ could have." he spat. "It should've been _me_; that's _another_ thing you took from me..!"

"_Quiet._"

Superman's voice held more control than _anything_ Quicksilver had ever heard before. "I just _told_ you, Maximoff." he said, his voice growing slightly angered, looming like a thunderstorm in the distance. "I _can't_ take your sister from you. The two of you share the same _blood_; you're a _part_ of each other – that's something that _no-one_ can take from you."

"But blood alone doesn't make family." Superman continued. "Just look at the Institute, Pietro; you want to know _why_ you guys could never beat us? It's because we're a _family_. I know for a _fact_ that each and every one of the X-Men would lay down their lives to help me, and _they_ know I'd do the same for them in a _second._ _That's_ what it means to be a family. If you want to Wanda to be your sister again…start by being _her brother._"

"As for your issues with Magneto," Superman finished, "judging from how he treated Wanda, it sounds like _he's_ the one with the problem; a good father wouldn't make his son try to jump through hoops to earn something he should have had from the _beginning._ Remember that."

Quicksilver blinked…and then frowned. "Real touching, Super-Dork," he sneered, "but I _don't_ need any lecture-crap from _you._"

"It _wasn't_ a lecture; it was the _truth._" Superman replied. "What you do with it is your own business." His tone grew stern. "Regardless, what I said still applies; if you guys _are_ innocent in this, I suggest you stay back and let us _prove_ it." And with that, he turned, and darted off at super-speed.

Alone again, Pietro scowled to himself. '_Stupid boy-scout loser…who the hell does he think he is…_'

He already knew he hadn't been the ideal twin brother; he knew Wanda hadn't really forgiven him for letting their father send her to the asylum. But it hadn't been his fault; he couldn't have _done_ anything..!

His fists clenched as he recalled that evening, years ago: the orderlies dragging Wanda away; Wanda crying for them to help her; their father just standing there, his expression impassive…while he'd cowered behind Father's leg, watching his sister go…

So he hadn't been the best twin brother; that didn't mean he needed a lecture from Super-Dork.

Shaking his head, Pietro brought his thoughts back to the present; he still had to inform Father. With that, he took off at top speeds, to deliver the news…to be the good son his father had wanted…

…while a tiny voice in the back of his head – one he hadn't noticed before – began to tell him he was wrong…

XXXXXXXX

Alone in his interrogation cell, Cameron Hodge couldn't help but feel a bit nervous.

Things had _not_ gone as planned; their missiles were supposed to have _hit_ their targets – they were supposed to have neutralized the alien outpost and taken out that orbiting satellite, both humiliating the alien's team and enraging the States, with only the muties to take the blame…

…but _that_ plan had certainly gone down the crapper. Not only had the League – along with the Institute freaks and the Avengers – completely _routed_ their forces – also making use of that same alien technology, only _adding_ to their fears of the technological advantage the alien gave the muties – but they had intercepted their missiles, not only wrecking the entire operation, but making those God-damn _freaks_ look like _heroes!_

And, even _more_ frightening still, the alien had taken a near-_point-blank_ nuclear detonation…and _survived._ Cameron wasn't sure if they _could_ stop him, now..!

'_Snap out of it, Hodge. Quit thinking like that._' Cameron thought to himself. Even though the missiles had been stopped, the end result would be the same: the freak-state would be implicated, forcing S.H.I.E.L.D. to launch a full probe, stirring resentment among the muties, while the humans back home grew more distrustful of the freaks. As for him, all he had to do was keep his mouth _shut_ about everything, and wait until his comrades broke him out.

And even _if_ his captors started to crack him, he had a little fail-safe in his left-hand molar…

Suddenly, the lights in his cell abruptly went out, as the light-bulbs exploded, blanketing him in darkness, bringing back his earlier panic…which exploded into utter _terror_ as he heard the voice.

"_Cameron Hodge._"

He hadn't heard the door open. He hadn't even heard any _footsteps._

"_You know something about what went on here._"

Cameron's hands started to shake; if he cried out to the guards outside…

'_They won't be of any help to you._'

Cameron suppressed a gasp as he heard a _second_ voice in his head…before the first one spoke again: "_You're going to tell us what went on here. Now._"

Cameron gathered what little courage he had. "Go to hell!!"

"_After you._"

At that, agony _exploded_ across Cameron's jaw, sending him spinning into the ground. Coughing, Cameron got back up…and then he _saw._

Two white, narrowed, lidless, _soulless_ eyes, glaring angrily at him, peering right into his _soul!!_

"_One more time, Hodge; you know something about the nuclear attempt._"

"The _muties_ did it!!" Cameron shouted.

'_Liar._'

The first voice agreed with the second. "_Wrong answer._"

Cameron doubled over as an invisible fist drove itself into his gut, before he was lifted up by his collar. "_We don't have time to waste with you, Hodge. We __**know**__ you and your Nazis had something to do with this…but if you're not willing to cooperate…there are __**other**__ ways._"

It was then that Cameron felt it: an unknown force starting to tear at his mind, digging into his thoughts, _looking_ for something…it was going after..!

Cameron didn't hesitate; he opened his mouth and _bit_ down, cracking the false tooth he'd had placed in his jaw; as soon as he had, he felt a bitter taste fill his mouth, flowing down his throat…seconds before his world started to get hazy…and then…

…oblivion.

XXXXXXXX

As she strode through the hallways of the base, Ms. Marvel kept her anger under control, maintaining her usual neutral expression…while her psyche was _anything_ but calm. She'd headed to the brig as soon as she'd gotten the alert.

How the _hell_ could this have happened?!

By the time she'd reached the brig, the rest of the Avengers were already there…in time to see the S.H.I.E.L.D. medics take Hodge out of his cell on a crash-cart. Her eyes narrowed, Carol turned to the nearest medic. "What happened?"

The medic looked grim. "Initial reaction indicates poison, and we found traces of king cobra venom on him." was the reply.

Black Widow's eyes widened. "Someone _poisoned_ him?"

The medic shook his head. "When we got him on the respirator, we noticed a shattered tooth."

"A _false_ tooth." Cap said. "Hodge gave himself a _suicide pill._"

Thor frowned. "A _coward's_ tactic."

"Maybe, but it's an _effective_ one." Ms. Marvel muttered. "Dammit, _tell_ me we didn't just lose our only lead..!"

The medic shook his head. "We found traces of a wide-range anti-venin in his system; it should slow the poison long enough for us to save him." he replied.

Giant Man arched an eyebrow. "Strange way to kill yourself."

Wasp's eyes widened. "Someone must have tried to _save_ him!" she exclaimed. "But who..?"

"_I_ know who." Carol said, her eyes narrowing. "They must have tried to interrogate Hodge to prove their little theory, and they screwed up."

Cap's eyes narrowed. "With respect, Lieutenant, I'm still not entirely sold on the idea that it _was_ the MLF who did this."

"Nor I." Thor added.

Bruce nodded. "Occam's Razor, Lt. Danvers; in order for the General's theory to be true, Magneto would have had to have known about the attack beforehand, and I don't really see him risking Genosha over something like this…"

"Your opinions are your own, Doctor," Carol said, "but right now, we have our _orders_." She turned to the medic. "How long until Hodge wakes up?"

The medic sighed. "Hard to say. It could be a few hours…or a few _days._"

Carol scowled; once again, the League's hot-dogging had endangered their operation. "Until we get an interrogator's signed report stating that Hodge and his people planned this, our orders _stand._" she said. "For now, we wait for reinforcements…and deal with this little intrusion."

Cap nodded. "I'll talk to the kid, Lieutenant…"

"_No_, Captain; we need you to look over the area readouts and identify potential hiding places…and scout out what could likely be our next battlefield, if Lensherr comes back." Ms. Marvel said. "_I'll_ handle this. Dismissed."

And with that, she turned and strode off, her anger quickly returning.

It was high time she had a _talk_ with 'the Man of Tomorrow.'

XXXXXXXX

By the time Superman had caught up with the others near the Javelin and the _Argo_, Batman and the Martian Manhunter had returned from their little 'errand.' "Did Hodge know anything?" he inquired.

Batman nodded. "We were right; the F.O.H. staged the whole thing – before this attack ever began, their operatives infiltrated the entire Genoshan military, with one sqaud having been ordered to maintain silence until their main force was under attack before launching the nukes."

"Then they _knew_ we would intervene…" Hawkgirl murmured, her eyes widening.

"…which means that S.H.I.E.L.D., the Avengers and even _Magneto_ are playing _right_ into the F.O.H. and HYDRA's hands." Cyclops finished.

"Should we tell the General?" Multiple asked.

Wolverine shook his head, frowning. "Waste of time, Junior; old Iron-Pants won't move on this without hard evidence."

"And all we have is the semi-lucid telepathic testimonial of a suicidal racist." Mystique muttered.

"Not necessarily." J'onn replied. "The anti-venin we gave Hodge kept him lucid just long enough for me to gleam the location of one of their facilities from his mind."

Beast's eyes widened as he caught on. "If we can get _conclusive_ proof from that outpost..!"

"…we can convince Fury to call this whole thing off!" Flash exclaimed.

"Sounds promising in _theory_," Siryn thought aloud, "but I highly doubt that the good General will wait for us to prove him wrong…and neither will _Lensherr._"

Cyclops nodded. "Iceman, you and the rest of X-Force should take the Javelin into the capital; help with the reconstruction effort…but keep an eye out for trouble."

Iceman nodded. "Got it."

"I will also stay." Colossus said. Lightly chuckling, he added, "When my mutation came, I was strong back for family farm; I am good for hard labour."

"I'll stick around, too." Wolverine said. "Suppose I could keep Steve from making an ass of himself…_plus_ I never got to say hi to 'Tooth."

Superman nodded. "Lantern, Hawkgirl, think you two can back them up?"

Green Lantern chuckled. "Shouldn't be a problem."

"I suppose we can keep an eye on all of you." Hawkgirl lightly teased.

"Good to hear." Berzerker quipped back.

"The rest of us will take the _Argo_ to the facility, and blow this case _wide_ open." Superman finished.

"Sounds lahke a plan." Rigue agreed.

Nightcrawler nodded. "Ve'd better get moving; ve probably don't have much time." With that, they turned towards their respective vehicles.

"_Stop right there._"

Turning, Superman saw Ms. Marvel touch down in front of them, her expression angry. "Uh-oh." Gambit murmured. "Gambit don' like de looks o' _dis…_"

"I have an active emergency transponder clipped to my belt; I set it off and every S.H.I.E.L.D. agent in this entire _Hemisphere_ will be on top of us in _minutes._" Carol said coldly. "Can you give me _one good reason_ why I shouldn't _arrest_ all of you?"

Avalanche scoffed. "So much for gratitude."

"On what charge?" Phoenix asked, remaining calm.

"_Drop_ the act." Carol snapped. "You may have assisted in this matter, but that does _not_ give you the authority to interrogate one of _our_ prisoners…_especially_ not when it leaves said prisoner in a _coma!!_"

Superman remained calm. "Guys?" he asked. "Why don't you all go on ahead; I'll catch up later."

Power Girl looked worried. "Are you _sure..?_"

"I'm sure; Lt. Danvers likely has some valid concerns, and it shouldn't take more than one person to address them." Superman answered. "Assuming, of course, that's okay with _you_, Lieutenant."

Ms. Marvel's expression didn't change. "That's just _fine_ with me."

Wonder Woman smiled wearily. "Good luck."

"You, too." Superman answered. With that, the others headed into their respective vehicles, and took off, leaving him with S.H.I.E.L.D.'s irate second-in-command.

"You _had_ to do it, _didn't_ you?" Carol accused. "You just _couldn't_ leave it alone; are you _trying_ to make us look like idiots?!"

"_No_, Lieutenant," Superman countered, "we're trying to _keep_ you from looking like idiots."

"Oh, so you're _still_ clinging to _that_ little theory!" Carol snapped. "Well, we usually need a little something called _evidence..!_"

"…which you'll _have_ as soon as Hodge comes out of his coma." Superman answered. "I _guarantee_, he'll have a few interesting things to tell you, once you crack him, now."

"Assuming he _does_ come out of it!" Ms. Marvel shouted. "And even if he _does_, your League's little screw-up could have very well made his testimony _inadmissible!!_"

"Lieutenant, Hodge could have used that suicide pill, _anyway._" Superman answered. "Now that his attempt has failed, you have a _chance_ to get the _truth_ out of him."

Her eyes narrowed in utter _fury_, Carol let out a strangled yell of _rage_, before she clenched her fist and unleashed a lightning-fast punch at him…which Superman easily caught in his hand.

Superman frowned at the enraged S.H.I.E.L.D. officer. "Believe it or not, Lieutenant, I'm _just_ as sick of us butting heads as _you_ likely are, so we're going to resolve this. _Right now._" he said firmly. "If you have a problem with either myself or the League…_you spit it __**out.**_"

Carol was practically _quivering_ with rage. "The only _problem_ I have is with the fact that Fury didn't _order_ you into a _uniform_ the _second_ he _met_ you!!" she exploded. "You _say_ you want to help – you _say_ you want to make a difference – but if you _really_ cared about your country, you'd have enlisted the _second_ you learned what you are!!"

"Our country is at _war_, Kryptonian," Carol continued, not slowing down for even a _second_, "and we need _every_ resource we have to _win_ it…and like it or not, you're an _American_ citizen! Your power and your technology are _needed_, buster! If you'd done your duty, the war would be _over!_ If you'd done your duty, half the problems we face would be _gone!_"

Her eyes glistened with tears of rage and grief. "_If you'd done your duty, my husband would still be ALIVE!!_"

Superman's eyes widened at that. "What?"

Carol's eyes started to mist. "It was the first year we'd gone into Afghanistan." she snapped. "My husband – Jeremy – was a drill sergeant instructing a new squad of Marines; he hadn't even seen any _fighting._ He was due back home in a _week_; his tour was nearly _up._" She suppressed a sniffle. "On the way to the airfield, his jeep hit a car-bomb; Jeremy was killed instantly…just because those _bastards_ were too _cowardly_ to fight us face-to-face!!" She glared at Superman. "Jeremy was just _one_ of the _dozens_ we've lost, Kryptonian; if you _actually_ cared about that, you God-damn draft-dodger, you'd have joined up the _second_ the Towers were hit!" She pointed to the inactive Gauntlet on his arm. "_One_ blast from that gizmo there – just _one_ – could have _scared_ those cowardly towel-headed camel-jockeys so badly, they'd have _gift-wrapped_ bin Laden and _mailed_ him to the _White House!!_"

A single tear fell down her cheek. "You could have _saved_ Jeremy…but you _didn't._"

Superman was silent at that…before he simply let go of Carol's fist. "I'm sorry to hear about your husband, Lieutenant; I truly am." he said softly. "And I _do_ care about our country." His expression turned sad. "That's _exactly_ why I _can't_ do what you want."

Carol's eyes narrowed. "Don't you try and double-talk your way out of this, you self-righteous little _punk_; who the _hell_ are _you_ to say we're not entitled to..?!"

"It _isn't_ me, Danvers." Superman said. "This isn't _my_ decision, but the ruling of Krypton's ruling body, the Council of Twelve; our policy of non-interference has stood for _thousands_ of years."

"Then I was wrong." Carol said bitterly. "It's _not_ about _one_ draft-dodger; it's about an entire _race_ of _heartless bastards..!_"

"Be _quiet_, Danvers!!" Superman thundered, his voice carrying more command than Fury could have _ever_ mustered, silencing Carol completely. "You can think whatever you like about _me,_" he said firmly, "but do _not_ speak of something you know _nothing_ about."

His tone turned grave. "We call it the Law of Riona Prime." he said softly. "It is our very _highest_ law; it expressly _forbids_ any Kryptonian to directly interfere in the natural development of another race, for _any_ reason…for we had long since learned what could happen if we did."

"Many millennia ago, a meteor struck the sole inhabited planet in the Riona System, Riona Prime." Superman continued. "A Kryptonian task-force was in the system during the impact, and reported back to the Council; the Rionians' resources and infrastructure were utterly _decimated_. Millions had died, and millions _more_ would likely perish during the rebuilding…in fact, it was doubtful that they even _could_ rebuild; our experts predicted that incident could very well mean the Rionians' _extinction._" His tone grew sadder. "The Rionians were a good people, a _decent_ people, a lot like what Earth is like, today, give or take a decade or two. The decision was made to render aid to them; the Rionians were given a modified Entropic Power Module – with minimal maintenance, it could have provided _more_ than enough energy to rebuild, and to keep their support systems running long enough for that to happen."

Carol had been silent until then. "Sounds well and good." she said softly. "So what happened?"

Superman's expression turned haunted. "A week later, the task-force returned, to check in on them." he whispered. "It had been destroyed."

Carol blinked. "The device?"

"_No._" Superman said. "The _planet._ Riona Prime had been utterly _devastated_, worse than the meteor had _ever_ been…with _no_ survivors." His eyes closed. "Data records taken from the planet told us that the different factions of Riona had begun fighting over our gift…until they just…_destroyed_ themselves."

Carol's eyes went wide. "You…You think that could happen with _us._" she said. "You _can't_ know that; you don't know for _sure_ that it will…"

"…and _you_ don't know that it _won't_, Carol; that's the _point._" Superman answered. "Interfering with another race had consequences that we could _never_ have foreseen." His eyes narrowed firmly. "Riona Prime _taught_ us something: no matter how advanced we are, no matter how powerful we are, no matter how much knowledge or technology we have…we have _no_ business playing God."

"This isn't just an arbitrary decision, Danvers; this Law exists for a _reason_, and a _damn_ good one, at that." Superman finished. "I will use my people's knowledge to inspire humanity…but I will _not_ give you knowledge and technology that you lack the ethical maturity to use _wisely._"

Carol was silent for a moment; when she spoke again, her anger was gone, and replaced by determination. "What if we were willing to _take_ the risk?"

"Even _if_ America _was_ willing, Carol, you can't say the same of the _rest_ of the world." Superman answered. "The people of Earth are _not_ ready to know what Krypton knew; you're living _proof_ that _America_ certainly isn't."

Carol frowned, a fraction of her anger returning. "Our country was the _first_ nation of freedom in _history._" she snapped. "Here, _all_ men are created equal; I can think of over a _dozen_ countries where..!"

"So can _I_, Carol, and _that_ much is _good._" Superman agreed. "But _with_ that freedom comes responsibility…which a lot of Americans have been shirking, lately."

Ms. Marvel blinked. "What are you saying?"

"Carol…you and the rest of S.H.I.E.L.D. used the technology and knowledge of that Kree ship, without a single _thought_ to what could have happened as a result of that – your powers are the _proof_ of it."

Carol's expression turned grim. "We…We needed to be ready for _any_ potential threat…"

Superman frowned sadly. "Carol," he said gently, "where do you think the _Inhumans_ came from? The Kree experimented on innocent humans for _years_, until the first Inhumans rebelled and drove them away." He gestured to her. "Those powers you have now were _paid_ for by Black Bolt and his ancestors…in _blood._" His tone grew sadder. "I hope you enjoy them; I don't think _I_ could."

Ms. Marvel was silent at that, as she slowly looked down at her hands, her eyes slowly widening in understanding…

"Right now, Lieutenant, the others and I have work to do." Superman said. "You go do _your_ duty; we'll do _ours._" With that, he turned, and flew off after the others, leaving Carol with her thoughts.

XXXXXXXX

_Undisclosed location_

After returning to the F.O.H.'s secret outpost, Sinister had promptly returned to his lab and gotten to work on loading the data from the samples he'd collected into the main computer, quickly reviewing them as he did. '_Yes, of __**course.**_' Essex thought with a smile, as he began making the necessary changes to his project's baseline RNA. '_This should suffice…_'

"Essex." came the voice of Madame Hydra behind him, as his cloaked commander walked into view. "I trust you were able to get what you needed?"

"Naturally." Sinister replied. "I acquired enough DNA samples to reverse-transcribe the proper sequences into Legacy's genome." He sighed. "Effective as these Fools of Humanity are as shock troops, their…_fervor_ to destroy mutants is a bit counter-productive."

Madame Hydra just chuckled. "True, but that fervor will make them eager to test our new augmentation virus, won't it?" Her tone turned grave. "You're _sure_ that Legacy is non-contagious?"

"I've made _sure_ to remove the protein tags that enable the virus to survive in the air." Sinister replied. "I've also cut the incubation period to a _fraction_ of the influenza template, and inserted a stop-sequence – after about several rounds of replication, Legacy will go lysogenic and _stay_ that way, leaving our troops with the augmented genome. With a few more adjustments, Legacy should be able to provide us with a virtually inexhaustible supply of super-soldiers."

"Excellent." Madame Hydra said. "Begin selections for testing _immediately_; I still don't trust Hodge to stay quiet." She smiled. "Still, if tensions on Genosha rise as we planned, S.H.I.E.L.D. will be too busy to bother with _us_ for quite some time."

"Understood." Sinister agreed, as he began entering the commands to start loading the virus into injection guns, while Madame Hydra walked away, leaving him to his work.

Alone, Sinister smiled to himself. Though Legacy's efficacy was likely better than he'd expected, his augmentation-virus _still_ had yet to reach its _true_ potential…which was why he fervently hoped that the X-Men _had_ found out about this facility.

If they were so willing to become his test-subjects…who was _he_ to say no?

XXXXXXXX

Minutes after leaving Genosha behind, Superman had located the _Argo_ on his communicator, and had quickly followed it to its landing-site; the _Argo_ had touched down in eastern Europe, in a clearing surrounded by trees, a few meters from a cliff overlooking a base hidden in the forest.

Spying the others on the cliff, a few meters from where the _Argo_ rested, Superman silently descended, touching down next to them. "What's the situation?" he asked.

"The facility was right where Hodge's thoughts indicated," J'onn answered, his eyes narrowed, "and if the thought-patterns of its occupants are any indication, it is _crawling_ with F.O.H. operatives." At that, Krypto growled down at the base, as if in agreement with their Martian comrade.

"Terrific." Spyke muttered. "And you don't _have_ to be telepathic to know they're up to no good."

Power Girl looked worried. "It could be worse than we think." she said softly. "That guy from the base – Sinister…I think he…he _knew_ I was part Kryptonian."

Phoenix's eyes went wide. "But…_how..?_"

"Trask." Cyclops said. "Before Fury arrested him, he must have found out about you, Ali, and leaked it to the F.O.H."

"How _nice_ of him." Flash muttered.

"Regardless, our best course of action should be to get in, obtain the proof we need, and get out without being seen." Beast thought aloud.

Power Girl nodded. "The _Argo_ managed to get a good scan of the facility before we touched down." she reported. "We got a fix on the main security center; taking that out should neutralize most of the security systems."

Superman nodded in agreement, before he activated his Gauntlet. "I should be able to reconfigure the Nanite Spreader to disable their system."

"I'll go with you." Batman said.

"Me, too." Flash added.

"We also detected two main research labs several levels below the security station." Mystique said. "One of them should contain the proof we need."

Cyclops nodded. "Phoenix, Spyke, Beast, Siryn, Shadowcat and I will head to one lab."

"I will accompany you." Wonder Woman said.

"Me, too." Aquaman agreed.

J'onn nodded. "And the rest of us will proceed to the second laboratory." he finished. "There is a loading bay on the same level as the labs; that should make a good rendezvous point."

"The _Argo_'s teleporter should have no problem dropping us off and picking us up." Superman agreed. His expression turned grave. "Everyone be careful; we'll be heading _right_ into their territory…"

Avalanche chuckled. "So what _else_ is new, Big Blue?"

Superman smiled lightly. "Good point." he agreed. "Let's move!" With that, they all headed back to the _Argo_, to carry out their mission.

XXXXXXXX

_Genosha_

From a cliff overlooking Genosha's capital, Magneto and his three Acolytes stood, looking down at their people's home, a severe expression on the Master of Magnetism's face.

His heart was still _sick_ over what Pietro had told him; that, after he and his Acolytes had _aided_ Fury, the Director of S.H.I.E.L.D. had been so ready to blame _him_ for the nuclear attack. '_I suppose I should have expected it from a Homo sapien._' he thought. '_One learns._'

Pyro looked grim. "'ey, Boss," he said, "not that I'm complainin' – I'm good either way – but…ain't we a bit shorthanded to take on S.H.I.E.L.D.'s lapdogs?"

Quicksilver nodded. "Yeah, Father; it's only the four of _us_ against the Avengers…and if the _Loser-League_ steps in…"

Magneto chuckled. "You forget, son," he gently chided, "this island is _our_ home; these are _our_ people, who came here to _escape_ persecution. We need only _remind_ them of that, and the tide will _turn._"

Sabretooth grinned savagely. "Lensherr, I _like_ the way you think!" he laughed. "I doubt the runt and his flunkies will be so eager to take on civilians; _finally_, a _fair fight!_"

Magneto frowned disapprovingly. "With any luck, Creed, our people's response to this will be sufficient to convince Captain Rogers and his team to withdraw." he said. "Enough of our people's blood has been shed, today."

Pyro snorted. "Why screw around? Let's just off the blighters and be _done_ with it…"

"We are _not_ the butchers, Pyro." Magneto said, his voice carrying a warning tone. "We will defend our home; nothing more."

Sabretooth frowned. "What's the big deal? Half of 'em are just a bunch of scrawny humans, including the Boy Scout…"

"Do not make the mistake of thinking Captain Rogers like the humans _we_ are familiar with, Creed." Magneto said. "Rogers is…an _echo_; a memory of what, perhaps, humanity _might_ have been – he and his fellows fight for the mistaken belief that there is something in humanity worth saving."

His tone darkened. "For that, they are to be _pitied_, if anything."

Regaining his usual neutral tone, Magneto finished, "It is time." With that, he gestured, summoning the semi-conductive metal globes that they used for transportation; once his Acolytes had boarded, Magneto levitated them and himself into the air, before flying towards the capital…to drive the _newest_ invaders from his people's home.

XXXXXXXX

_Genosha City_

The restoration effort of the battered Genosha City was progressing gradually, but with the help that the Genoshans had just received, it _was_ progressing.

As he chilled a section of setting cement, causing it to harden faster, Iceman wiped the sweat from his brow. "_Brother_, this is thirsty work."

"No kidding." Berzerker agreed, as he energized a generator that a powered-up Sunspot and numerous Multiples had just lifted into place, with the help of Polaris' magnetic field, allowing several Genoshan technicians to plug in their power-tools and get to work.

A few feet away, Colossus and Wolverine were lugging several iron girders into another construction yard. "Well, _this_ is the one part of Flyboy's job we never hear about."

Overhead, Green Lantern, Hawkgirl, and Angel flew down. "You didn't think our job _only_ entailed laying down the law, did you?" Green Lantern quipped, as he grasped one girder with his force-field, before flying up to move it into place on a nearby damaged building.

Hawkgirl nodded, as she and Angel flew up after him, acting as his spotters. "With some of the crises we've handled these days, _half_ of our time is involved with rebuilding." she agreed, as she waved her teammate forward. Once the girder was in position, Hawkgirl gestured to the flame-form Magma down below, who promptly fired her flame-blasts, welding it into place.

Several feet away, Boom-Boom planted a few of her cherry-bombs around several clusters of rubble, where they promptly detonated, loosening it enough for Cannonball and Havok to blast through, opening up the building that had been blocked off. As Miss Martian and Leviathan quickly levitated and lifted the remaining pieces of rubble out of the way, Jubilee, Husk, and Wolfsbane promptly moved in, and led the Genoshans trapped inside out into the open air. "Anyone else in there?" Cannonball asked.

Wolfsbane frowned. "Aye; my nose picked up a few scents we couldn't account for." she replied. "Android?"

As he hurried over, Android's eyes momentarily glowed brighter…before widening. "_I am detecting two thermal signatures behind the west-side collapsed wall._" he reported.

Boom-Boom nodded. "No problem; I'll just boom 'em out of the way…"

"_Inadvisable; structural integrity in that section is currently questionable – even a small detonation could prove hazardous._"

Quickly, Phantom piped up. "Leap and I can do it!" At that, she and Leap darted into the building, where Phantom phased herself through the wall in question, while Leap just 'ported in after her…seconds before they both emerged with the two civilians, before leading them to the ambulance, where they were promptly taken to the hospital with the other injured civilians.

As he finished freeze-drying the concrete, Iceman looked up…and grimaced. "Uh-oh." he murmured. "We've got trouble, guys." Turning, the others saw the Avengers walking towards them, their expressions grim.

Cap managed a light smile. "I suppose we should have expected you guys to stick around."

Wolverine chuckled. "_Someone_ has to watch your back, Steve." he replied…before he frowned. "Don't tell me you're actually going _through_ with this, Rogers."

"We don't have much _choice_, Jim."

"But Hodge all but _admitted_ that _they_ did it!" Leap protested. 'If you just give the others a _chance_, they can _prove_ it!"

"_I'm afraid that we can't afford to take chances._" Iron Man replied.

"Unbelievable." Leviathan said flatly. "This whole thing is _bogus_, and you guys _know_ it!"

The Hulk – having since resumed his massive form – frowned. "_Scale-Man right._" he boomed. "_Hulk not smart like Banner, but even __**Hulk**__ know this wrong._"

"Hey, don't tell _us_, big guy; tell _Fury._" Giant Man said.

Wasp nodded. "With any luck, the first few hours of our 'extended visit' will go quietly…"

Miss Martian's eyes widened. "I wouldn't count on that, Dr. Pym." she said. "We have _company!_"

At that, three silvery metal spheres flew overhead…flanked by a familiar cloaked silhouette.

"_Magneto._" Iceman muttered.

Cap's eyes narrowed. "Iron Man, Thor, Danvers, intercept him, but don't make the first attack; we can't risk injuring any civilians."

"_Understood._" Iron Man agreed.

"If Lensherr be innocent of this crime, we will allow him a chance to set things right." Thor agreed. With that, the two of them took to the air, flying ahead of Magneto.

As the three Avengers flew in front of him, Magneto stopped in his path, scowling. "So, Fury sends his lackeys to enforce this _travesty_, does he?"

"Peace, friend." Thor said.

"_This doesn't have to get ugly._" Iron Man added. "_Just settle down…_"

"…and watch you subjugate my people for a crime we are innocent of?" Magneto replied archly. "I think _not!_"

And with that, Magneto unleashed a magnetic pulse, repulsing Thor's hammer away, taking the startled Thunderer with it, causing him to crash into Ms. Marvel. Iron Man began to arm his wrist-missiles, but another magnetic surge scrambled his systems, sending him falling. "You come against me with a suit of _metal?_" Magneto sneered. "No _wonder_ we're called _Homo superior._"

The instant Magneto had attacked, the others sprang into action; Green Lantern and Hawkgirl took to the air, as Green Lantern caught Iron Man with an energy-field, giving him time for his armour's systems to reboot, while Hawkgirl flew at the Master of Magnetism…and was promptly thrown back, as Magneto repelled her mace.

By then, Thor had recovered. "Woe to those villains who foolishly refuse mercy," he thundered, raising Mjolnir above his head "for they shall feel Asgard's _wrath!!_" And with that, he brought the hammer down, unleashing a massive thunderbolt towards Magneto…who quickly levitated a steel girder towards him, and used it to block the thunderbolt, conducting it _away_ from him, before repulsing it towards Thor, who knocked it aside with his hammer.

Magneto was about to attack again, when he sensed _another_ magnetic field forming…_seconds_ before Polaris magnetically _threw_ Colossus towards him. Before Magneto could repulse the iron-skinned Russian youth, Colossus deactivated his powers, becoming flesh-and-blood…and completely _immune_ to magnetic forces.

With a loud yell, Piotr _slammed_ into Magneto, tackling him down onto a rooftop. Piotr glared at Magneto, raising his fists. "You threatened my family with your powers," he roared, "but let us see how well you fight like a _man!!_" And with that, he charged at Magneto. The Master of Magnetism quickly levitated several pieces of metal rubble towards him, but Piotr dodged away from every single one, before closing on Magneto and sending him _flying_ with a haymaker.

Without Magneto's power to keep them aloft, the three spheres descended to the ground, before they opened, allowing Sabretooth, Pyro, and Quicksilver to emerge. Spotting Wolverine, Sabretooth grinned savagely. "Figured it'd come to this, Short-Stuff."

Wolverine snorted. "Good to know." he muttered…before he and his mortal enemy charged at each other.

Sabretooth's initial swipe caught him in the shoulder, sending Wolverine spinning to the side, but Wolverine managed to rake his claws across 'Tooth's gut as he did, sending Creed staggering back, as _both_ of their wounds quickly began to heal. Before Sabretooth could attack again, he was peppered by Wasp's sting-blasts, before he was sent flying by the foot of the giant-size Giant Man, knocking him to the side several feet…and into the path of the Hulk. "_Hulk smash Claw Man!!_" Hulk roared, as he barreled towards Sabretooth. Snarling, the feral mercenary did the only thing he _could_: he dove low, striking the Hulk's ankles and causing the gamma-powered powerhouse to tumble _over_ him, momentarily stunning Hulk. Before he could react, Sabretooth was pasted by Magma's flame-blasts, coupled by Havok's force-blasts and Boom-Boom's explosives, knocking him back towards the recovered Wolverine, who leapt at his longtime foe, claws at the ready, to tear him limb from limb.

Spotting his father in danger, Quicksilver rushed to help him…but Iceman quickly intercepted him, coating the ground with ice; Quicksilver momentarily panicked, but then he smirked, and stopped running _just_ as he hit the ice, allowing his momentum to carry him over it…

…_just_ as Iceman had predicted.

As Quicksilver hit the ice, Jubilee peppered him with her fireworks, blinding him long enough for Wolfsbane and Cannonball to double-tackle him, sending him sprawling. Quicksilver quickly got up, and dashed towards them…only to be telekinetically thrown on his rear by Miss Martian, allowing several dozen Jamies to dog-pile him into unconsciousness.

As he blocked Pyro's flame-blast with his shield, Cap gave Black Widow a brief nod; as soon as the pyrokinetic youth paused, Cap let his shield fly at the same time that Widow opened fire. Both of their shots hit, striking the weakened frame of the building behind Pyro and forcing it to collapse, prompting Pyro to scramble out of the way…and right into Leap's flying kick. As Pyro started to unleash another fire-wave, Leap teleported herself away, while Angel and Leviathan came at him in a two-pronged attack, Angel from the air, and Leviathan from the ground, forcing him to pick a target.

Starting to panic, Pyro blasted Angel, who quickly barrel-rolled out of the way, and allowing Leviathan to unleash a scale-plated uppercut on Pyro, stunning him and giving Android the time he needed; morphing his arms into flails, Android cleanly severed Pyro's fuel-lines, rendering him powerless. Snarling, Pyro readied a curse…but stopped as he saw the powered-up Sunspot and the ultra-dense Husk in front of him. He tried to run…but he couldn't, as Phantom rose up out of the ground behind him, having phased his feet into the ground.

"Oh, bloody _hell_." was all he got the chance to say…before they punched him out.

As he recovered from Piotr's initial attack, Magneto began to ready another magnetic field…but he was sent sprawling by a force-field pulse from Green Lantern, as he, Thor, Hawkgirl, and the rebooted Iron Man surrounded him from the air. "It's over, Lensherr." Green Lantern said.

Magneto's eyes narrowed…before he smiled slyly, and turned towards the edge of the rooftop. "Do you _see_, my brothers and sisters?" he shouted out. "Whether F.O.H. or S.H.I.E.L.D., the result is the same; the humans will not stop until they've _dominated_ us! Even _here_, upon our own sanctuary, we are not safe from them! There is only _one_ way for us to protect ourselves, and that is to _drive_ them from our home!!"

It was only then that they noticed that their brawl had attracted a crowd…which was starting to turn into an angry _mob._

On the streets below, the rest of their little band started to back away from the crowd of angry mutant citizens. Wolverine managed a grim chuckle. "Just like old times, eh, Steve?"

"Unfortunately." Cap answered. His tone grew serious as the mob started to close on them. "Minimal force necessary, everyone; we're not the bad guys, here."

"Try telling _them_ that." Leviathan muttered.

Iceman sighed. "I sure hope Big Blue and the others are having better luch than _we_ are…"

XXXXXXXX

_F.O.H. Outpost_

The Winter Soldier had just finished cleaning his revolver when he'd gotten the call from Sinister; after heading to the spooky S.O.B.'s personal lab, he found Sinister poring over a computer readout, as usual. "What's the problem, Essex?"

Sinister just smiled his usual creepy smile. "I believe that we have company, Soldier." he answered, as he brought up several security feeds.

The first feed showed only a shadow and two red blurs…but the others showed some of those Institute punks and some of the League members…which could only mean that those blurs could be..!

"I see that you recognize them." Sinister mused. "They appear to be heading for the main security center, as well as the two main research labs. I will intercept the group heading for the west lab; the security system should be able to handle those heading for the east lab. I trust you can handle the rest?"

The Soldier just smiled. "Just let me get my _big_ guns."

"Good." Sinister replied. "Then get _moving._" With that, he turned, and headed towards the lab.

Alone, the Winter Soldier turned, and headed to the armory, to gear up; from what he'd heard, the Kryptonian and his team would be _tough…_

…but taking out that Cap-Wannabe would be _worth_ it; just _thinking_ about that stupid _kid_ made him _sick_ – he likely thought that he could _actually_ make a difference by playing hero…just like..!

Quickly, the Soldier squashed that thought, before returning to the moment. He had a _job_ to do.

And no stupid kid was going to stop him.

XXXXXXXX

Minutes after the _Argo_'s teleporter beam had deposited them deep with the F.O.H. base, Cyclops and his team quickly made their way into the west-side laboratory without incident, as Phoenix's telepathy enabled them to evade the guards on patrol. After briefly scanning the lab and finding it empty, they moved in. "Beast, Siryn, you two start hacking into their system." Cyclops instructed. "There should be some record of the F.O.H.'s involvement somewhere."

At once, Beast and Siryn quickly moved to the nearest active console, and began downloading. "Careful," Beast cautioned, "they've guarded their network quite well."

"I'm aware of that," Siryn replied, "but unfortunately for _them_…not _quite_ well _enough!_"

And with that, they were in. Beast's eyes narrowed as he started to pore over the files. "These look like mission-logs," he mused, "so that means…_aha!_"

"Found something?" Aquaman asked.

"Yes: a log clearly detailing their mission to Genosha…_including_ the deployment of sleeper agents in the Genoshan base and the orders to launch the nuclear warheads!" Beast declared, as he took out a floppy disk and began to download. "This _proves_ their involvement!"

Spyke grinned. "So if we show that to Iron-Pants, he'll back off!"

Siryn looked concerned. "There's _more_ here." she added. "They were running experiments here…on _mutant DNA._"

Shadowcat looked stricken. "W-What _kinds_ of experiments?"

"I'm not sure; from the looks of it, they were carried out in the other lab, so the records must be _there._" Siryn said. "But there's something _else…_"

"What?" Wonder Woman asked.

"There's another project that HYDRA is working on." Siryn answered. "I can't tell what it is – the files are _far_ too well-encrypted – but it appears to be called…Project: Galatea…"

"Very good, Miss LeRoux."

As soon as that voice spoke, the computer network _automatically_ locked them out, before Sinister stepped out of the shadows. "I must commend you for finding this facility," Sinister said, "but I'm afraid we can't have you poking into our secrets, now, can we?"

Cyclops frowned. "Beast, did you get it?"

Beast nodded, holding up the disk. "I finished _just_ before he pulled the plug."

Sinister chuckled. "I see." he said. "What a _pity_ that you won't be _leaving_."

And with that, he unleashed a massive telekinetic pulse that sent _all_ of them flying.

Recovering quickly, Cyclops shouted, "Take him down!" before firing an optic-blast…which crashed harmlessly against Sinister's telekinetic shield. Taking Cyclops' cue, Siryn unleashed a sonic scream at the same time that Spyke fired a burst of bone-spikes, which were promptly accelerated by the scream…but both attacks failed to pierce Sinister's barrier. Before Sinister could counterattack, however, Shadowcat leapt at him and phased his feet into the floor, and then phasing out from behind him, while Aquaman leapt at Sinister and slammed him with a haymaker.

As Sinister staggered back, Aquaman closed on him, pressing his advantage…but Sinister caught his follow-up punch, and twisted his arm into an arm-lock. Before he could press the attack, Beast slammed him with a drop-kick, knocking him back and freeing his comrade. His smile turning to an angry scowl, Sinister telekinetically ripped several computer consoles out of the floor and _threw_ them at his foes, but Wonder Woman snagged the nearest console with her lasso, and spun it like a mace, deflecting the rest of Sinister's projectiles, before sending it flying _back_ at him, stunning him. As Sinister tried to recover, Phoenix peppered him with a pulse of psychic fire, giving Cyclops time to adjust his visor…before he unleashed a _massive_ optic-blast at the same time that Phoenix slammed Sinister with a PSI-pulse.

The combined attack utterly _shattered_ Sinister's TK-shield, sending him crashing through a wall. "We've got what we came for! Let's get _out_ of here!" Cyclops shouted. With that, they turned and _ran_ out of the lab as fast as they could, heading for the extraction point…but as the alarms began to sound, they _knew_ they were in for a rough trip…

XXXXXXXX

As the alarms began to sound outside the main security station, the three guards on duty visibly tensed, readying their weapons for anything that might come at them..!

Suddenly, one heard the faintest _clink!_ Looking down, he saw three small black spheres roll to a stop next to his boot…seconds before the spheres exploded in clouds of white gas. Coughing and cursing, the three guards strained to see…but they never even had a _chance_ to evade the twin crimson blurs that barreled into them, knocking them out.

With the guards blinded by Batman's smoke-bombs, it had been easy for Superman and Flash to take them out, clearing the way for the three of them to head into the security center. As soon as they were in, Batman got to work at one console. "The alarm sequence is already active; I'll see if I can bring it up." the Dark Knight said. "You just be ready on your end, Boy Scout."

Superman nodded, as he armed his Gauntlet's Nanite-Spreader, before entering a few commands, modifying the nanites' basic programming. "Ready when you are."

Batman nodded, as he entered a few more commands. "Done."

With that, Superman aimed his Gauntlet at the console, and fired a single nanite-crystal at it; the crystal buried itself in the console, before it disintegrated, delivering its payload. Seconds later, numerous crystalline growths began to shoot up from the console, with Kryptonian characters beginning to pollute the screen, before the crystals shattered, as the nanites invaded the computer's circuitry, delivering their subversive program, before disintegrating, leaving no trace.

Almost instantly, the alarms _ceased_, as the entire security system went _dead._

Disarming his Gauntlet, Superman breathed a relieved sigh. "That should give the others enough time to grab the evidence we need and get out."

"Great." Flash said. "Can we go home, now?"

Suddenly, Superman's hearing picked up a tell-tale whistling sound…causing his eyes to go wide. "_DOWN!!_" he shouted, as he quickly threw himself into the doorway, allowing the shell fired from the hand-held rocket-launcher to impact him, slamming him back into the console, stunning him, but leaving his comrades unharmed.

Outside the security center, the mercenary known as the Winter Soldier, with his rocket-launcher strapped to his shoulder, and flanked by three F.O.H. soldiers, chuckled to himself. "I _love_ this job!" he declared, before he and his comrades opened fire with their automatics.

As the three of them scrambled behind the computer consoles, Flash groaned. "We _always_ meet the crazies on this job."

Batman – as always – was all business. "Winter Soldier, a highly-trained international mercenary, linked to numerous terrorist acts credited to HYDRA. Skills include weapons training, martial arts, computer expertise, explosives training and assassinations. A detail of note is that his left arm has been replaced with a bionic prosthesis."

"Nice guy." Superman said, as he peered out over the consoles, getting a bead on their foes. "Batman, there are two steam-lines just above their heads…"

Batman instantly understood. "Shot-in-the-Dark maneuver."

Flash grinned. "I _love_ that one!"

As the Soldier and his lackeys continued to fire, Batman rolled out from behind the consoles and let fly with a Batarang; the whirring blade spun through the air with expert aim, slicing into one steam-line, and ricocheting off to bury itself in the other, bathing the four soldiers in hot steam.

Almost instantly, Superman darted out and _zoomed_ past the four goons, generating a mini-sonic-boom in his wake, knocking them into the air…before Flash darted at them at super-speed, slamming into each and every one of them.

The other three were knocked out easily, but as Flash closed on the Winter Soldier, the mercenary recovered in mid-air, and sent Flash sprawling with a side-kick. As the Soldier recovered, Batman darted towards him, throwing a freeze-capsule at him, but the Soldier raised his bionic arm, blocking it…giving the Dark Knight the time he needed to close on him; Batman's fist connected solidly on the Soldier's solar plexus in a powerful uppercut, but the Soldier countered with a headbutt, widening the distance between them, again. His eyes narrowing, the Soldier pulled back his bionic arm…

Moving like lightning, Superman intercepted the Soldier, grabbing his bionic arm by the wrist and _throwing_ him across the hallway, slamming him into a wall.recovering quickly, the Soldier smiled darkly. "Not bad, _kid._" he spat, flipping back to his feet and drawing a revolver in one swift move. "All you need is a _shield_, now." With that, he opened fire on Superman, who didn't even flinch as the bullets impacted against him harmlessly. His eyes narrowing, the Soldier rolled towards his fallen rocket-launcher, grabbed it and fired; the rocket impacted against Superman's chest, but Superman braced himself, and dug in his heels, only allowing the blast to push him back a few feet…but it gave the Soldier enough time to close on him, punching him in the face with his bionic arm.

"You're _deluding_ yourself, _kid._" Winter Soldier spat, unleashing a metal-fisted uppercut, momentarily stunning Superman. "You _honestly_ think that a _pretender_ like you can change the world?!" Pulling back his metal arm, he swung again…

…and Superman caught his metal fist effortlessly. "_Yes._" he answered, his eyes narrowing. "And we _will_…because we don't give in to scum like _you._" And he punctuated the sentence by gripping the Soldier's bionic arm with his Gauntlet-clad hand, unleashing the lightly-charged Disruptor-blast that he'd been storing in the Gauntlet.

Instantly, the electrostatic surge _rippled_ through the metal appendage, knocking the Soldier back a good fifty feet, to land hard, out cold. After powering-down his Gauntlet, Superman's eyes narrowed in determination. "We'd better meet up with the others." he said. "Let's _move!_" At once, the three of them hurried away from the security center, towards the rendezvous point, where, hopefully, the others were waiting for them…

XXXXXXXX

_A few minutes earlier_

Several minutes after splitting up from the others, the alarm had started to sound throughout the base, startling Power Girl and the rest of their team…before numerous laser-turrets dropped out of the ceiling, taking aim at them. "I guess we've officially worn out our welcome." Avalanche muttered.

Almost instantly, the two closest turrets opened fire, crashing against the barrier that Power Girl quickly raised, while the Martian Manhunter telekinetically pulled one out of the ceiling, and smashed it into the other. "_Move!_" he ordered, before he ran down the corridor towards the lab, followed by the others.

They were only a few feet away from the lab's entrance when six more turrets dropped down; before they could get a shot off, Krypto leapt at one turret, ripping it to shreds with his teeth, as Scarlet Witch rusted two more to nothing with a hex-blast, while Avalanche unleashed a precisely-aimed tremor, causing a second to implode. As the last two prepared to fire, Nightcrawler 'ported directly _between_ them; automatically, the turrets took aim at _him_, and fired _just_ after he 'ported away, destroying each other.

Turning back towards the entrance to the lab, they saw three F.O.H. troopers taking aim at them, as the lab doors began to slide closed. With perfect aim, Power Girl fired her eye-rays, slicing apart their weapons, while Gambit took out his bo-staff and _threw_ it, causing it to catch between the closing doors, keeping them open long enough for Mystique and Rogue to dart through. Morphing into a bear, Mystique took out two goons with her paws, while Rogue took off her glove and drained the third, knocking him out.

With the guards disabled, Mystique quickly reopened the doors, allowing the others to dart inside…seconds before several more turrets dropped down, taking aim…

…and then, the alarms shut off, as the turrets retracted. J'onn chuckled. "It appears that the security system has been deactivated."

"Ja!" Nightcrawler agreed. "Let's just get vat ve need and get out, before zhey catch on!"

"Good plan." Avalanche agreed. "So…any ideas on how to get into their network?"

"Ah've got the password; that guy Ah drained knew it." Rogue said. Quickly, she moved to the nearest terminal, and entered the code, before poring over the files…as her eyes widened. "Okay…bad news, good news and _more_ bad news tahme." Rogue said. "The bad news is that _this_ stuff has nothing to do with their Genosha plans, so hopefully the others had more luck on _their_ end. The _good_ news is that this tells about some of the experiments these sickos are running, so Fury _might_ wanna know about it." With that, she initiated a download.

Power Girl arched an eyebrow. "And the _other_ bad news?"

Rogue gulped. "That Sinister guy was makin' a _vahrus._" she murmured. "It looks lahke it's supposed to 'enhance' the people that catch it; Sinister made it right _here_, usin' samples of _mutant_ DNA."

"_Merde…_" Gambit murmured.

"We _can't_ allow Sinister to use it." Mystique said.

J'onn nodded. "Alison?"

Power Girl nodded, as she armed her Disruptor. "Rogue, get clear." she instructed. After finishing the download and removing the floppy disk, Rogue stood back, as Power Girl loaded a good charge into the Disruptor, took aim, and _fired._

The electrostatic blast _surged_ through the lab, utterly _devastating_ every single computer and piece of equipment, and _destroying_ any and all data stored in the lab. With that task accomplished, they all turned, and headed back the way they came.

Within minutes, they had met up with Cyclops and the others. "Any luck?" Power Girl asked, as they all ran for the rendezvous point.

"Oh, yeah; they're busted!" Shadowcat exclaimed.

As they rounded a corner, only _meters_ from the rendezvous point, they saw about a dozen soldiers heading towards them, as several dozen more came at them from behind, and from both sides. In seconds, they were surrounded.

As they quickly moved back-to-back, guarding against an attack from all sides, they saw Sinister walk towards them. "Well, you've certainly led us on a merry chase," the creepy-looking guy said, "but I'm afraid the jig, as they say, is _up._ Surrender now, and you may yet live."

"And end up as your lab-rats?" Spyke snapped. "_Pass._"

Sinister sighed. "DNA from a _living_ specimen is preferable," he said, "but if you _insist…_" At that, the soldiers cleared their weapons…

…but they never got a chance to _use_ them, as a massive rumbling noise shook the ceiling above them…seconds before the ceiling _collapsed_, as Superman smashed through it, dropping down into their little group, followed by Batman and Flash.

The normally-unflappable Sinister's eyes momentarily widened, before he quickly recomposed himself. "Well, you certainly know how to make an entrance."

Flash grinned. "Comes with the job."

Superman glared at Sinister. "It's 'Sinister,' isn't it?"

Sinister lightly bowed. "We meet at last." he replied. "I'm afraid that little demonstration is meaningless, Superman; even _if_ any of you survive long enough to escape _this_ small handful, you'll _never_ escape from this base; the entire facility is being locked down as we speak – it's _over._"

Superman frowned for a moment…and then smiled slyly, activating his Gauntlet. "Phoenix, Power Girl, put your barriers up and _keep_ them up, no matter _what._"

Sinister frowned. "It is _futile_, Kryptonian; if you do not surrender, your colleagues will undoubtedly be killed. Not even _your_ powers can…"

"I have no _intention_ of using my powers, ugly." Superman retorted, as he tapped the disc on the back of the Gauntlet's hand.

The _Rotamace._

Power Girl's eyes widened. "Superman..?"

Superman just grinned. "_Brace_ yourselves." he warned, as he clenched his fist; at once, the trio of metal spheres inside the Rotamace disc began to spin _faster_…and _faster_…and _faster_, until they were _glowing._ As Phoenix and Power Girl quickly raised their barriers, Superman activated his Targeting Visor, and targeted _everything_ in the entire base; _most_ weapons wouldn't be able to achieve that kind of damage…

…but the Rotamace _wasn't_ 'most weapons.'

Raising his arm, Superman took aim, and _fired_; numerous small, glowing spheres of semi-solid energy emerged from the disc, circling his wrist at high speeds, before shooting away from him at deadly speeds, breaking away randomly to impact dozens of soldiers with one pass…but they didn't stop there; instead of dissipating, the Rotamace-shells _bounced off_ their targets, recoiling off the walls to attack _new_ targets.

As his troops fell around him, panicked, Sinister tried to raise a TK-barrier, but several shells tore through it like _paper_, knocking him to the ground. Once their assailants were taken down, the shells widened their attack-range, bursting through the walls to wreak havoc with the _rest_ of the base, achieving destruction on a level more chaotic and devastating than _anything_ that Earth had seen before; in a matter of _minutes_, troops were knocked out, computers and labware were _shattered_, weapons and vehicles were ripped apart, and entire rooms were _demolished._

It wasn't long before one shell found the main generator.

As soon as the emergency evacuation alarm started to sound, Superman tapped his Gauntlet, unleashing an energy-wave that dissipated the Rotamace shells. "Well, it sounds like you guys have more _important_ things to worry about than _us._" he quipped. "As much as we'd love to stick around, our ride is here, and we _must_ be going."

Power Girl lightly chuckled. "See ya!"

Rogue quickly picked up on her quip. "Wouldn't want to _be_ ya!" And with that, they were quickly engulfed in the blue-white teleporter beam of the _Argo_ flying over the base, taking them away, leaving a _livid_ Sinister behind.

As Superman hopped into the _Argo_'s control chair, setting a course back to Genosha, the others – save Batman – broke into cheers. "Way to save our asses, Big Blue!" Spyke declared.

Siryn nodded. "_That_ was _quite_ a weapon."

"No _kidding!_" Flash agreed. "_Man_, big guy, your people _sure_ knew how to kick ass when it called for it!"

Superman chuckled. "The Rotary Mass-Energy Shell Cannon, better known as the Rotamace." he explained. "_Believe_ me, engineers on Krypton had a _hell_ of a time developing it; their _first_ prototype nearly knocked out half of Krypton City."

Power Girl nodded. "You were _right_; I _didn't_ want to know what it could do."

"I trust we acquired the proof we needed?" Batman asked.

Cyclops nodded. "We caught 'em red-handed."

"Then we had best notify the General." J'onn said.

Checking the _Argo_'s sensors, Superman's eyes went wide. "We've got bigger problems, guys: there's a _riot_ on Genosha, and it looks like the others are in the _middle_ of it!"

"Then we had best _hurry!_" Wonder Woman declared. Nodding, Superman promptly _doubled_ the _Argo_'s speed, taking them back to Genosha as fast as possible.

There wasn't a moment to lose.

XXXXXXXX

_Genosha City_

As he blocked one rioting citzen's punch with his shield, Cap quickly knocked his attacker back with his shield, ensuring that he didn't hit hard enough to seriously _injure_ the man. The situation was bad enough as it _was._

Magneto's little speech had been the proverbial match that had ignited Genosha's powder-keg; the mutant citizens, already bitter over the F.O.H.'s occupation, brief though it was, had been easily _enraged_ by news of their investigation, turning the city into a _war-zone_…and giving Lensherr and his Acolytes time to escape.

Blocking the crowbar-attack of one citizen, Thor scowled as he pushed him away. "Lensherr _flees_ as these misguided souls attack us?!" he thundered. "Does his cowardice know no _bounds?!_"

"This was likely his plan from the _start._" Green Lantern said, as he tossed several rioters aside with a force-field, while Hawkgirl batted several more away with her wings.

His expression nervous, Iceman quickly formed an ice-field between his comrades and about a dozen rioters. "Yeah? Well it sure is _working!_"

Snarling, Hulk batted away several rioters. "_Hulk want smash, but Banner say no._" he grumbled. "_Stupid Banner._"

As she kicked one rioter away, Black Widow looked to Cap. "Steve, are those reinforcements en route?"

Cap nodded, before he deflected a piece of garbage thrown at him with his shield. "I've just gotten word from the General; they should be here any minute..!"

As if on cue, numerous vehicles with S.H.I.E.L.D.'s eagle-insignia pulled up, as dozens of heavily armed soldiers piled out, forming a line, and taking aim. "Attention, rioters," the leader ordered, "you are hereby ordered to stand down and disperse; failure to do so will be met with appropriate action! This is your _only_ warning!"

The rioters didn't listen; they only turned their fury on their new oppressors. Automatically, the soldiers cleared their weapons…

Phantom's eyes went wide. "Th-They're not going to..?!"

Cap grimaced. He _wanted_ to believe that their side wouldn't murder innocent civilians – which, despite their actions, was what the Genoshans _were_ – but if someone got scared..!

The Genoshans were rapidly closing on the soldiers; in seconds, they would be on top of them…

Several soldiers – new recruits – started to look nervous…as their fingers tightened on the triggers..!

Suddenly, a whirrring noise cut the air, as the _Argo_ flew overhead, before 'porting the X-Men and the rest of the Justice League directly between the rioters and the soldiers. His eyes narrowing in a stern glare, Superman turned to the rioters.

"_**ENOUGH!!**_"

Superman's command nearly shook the _ground_ with its force, causing every single rioter to stop in their tracks. "You have _all_ been _deceived_." Wonder Woman added. "The attack on the United States was _not_ the work of mutants, terrorists or otherwise!"

"It was _S.H.I.E.L.D.!!_" one rioter shouted. "They made up the whole thing, just so they could have an excuse to attack us!!"

"The attack was the work of the Friends of Humanity!" the Martian Manhunter declared. "We have incontrovertable _proof_ that they were behind the attack."

Superman nodded. "They wanted to make it look like _you_ had attacked the States, for the purpose of causing you all to do _exactly_ what you're doing now." he said. "They _wanted_ you to fight…and you – _all_ of you – played _right_ into their hands."

He looked out at the growing number of faces fallen in shame. "The Friends of Humanity attacked you because all of you are the greatest threat to their way on _Earth_; your country is living _proof_ that they're _dead wrong_; you're _proof_ that humans and mutants _can_ coexist." he continued. "If you throw that away…then they have already _won._"

Those words were _exactly_ what the doctor ordered; their fury diminishing, the former rioters promptly dispersed, heading home.

A collective sigh of relief echoed from the Avengers and X-Force, as they all walked over to greet their comrades. "_Man_," Iceman said, "are you guys _ever _a sight for sore eyes!"

Cap lightly chuckled, before his expression turned serious. "You have proof?"

"Straight from the F.O.H.'s computers to your door!" Flash quipped.

"Well, _that's_ a relief." Wasp said. "Once Fury hears this, he'll definitely call this whole thing _off._"

At that, the entire group smiled in relief…and then they _laughed_ as Multiple expressed what they _all_ were feeling.

"Can we go home, now?"

XXXXXXXX

_Xavier Institute_

After delivering the new intel to General Fury in debriefing, the Justice League, the X-Men, and X-Force all returned to the Institute, accompanied by the Avengers. "_Well, as we've said before, we definitely appreciate the assistance._" Iron Man said.

Dr. Banner – having since de-Hulked – nodded. "I especially owe Professor Xavier for helping me get the Hulk under control."

Cyclops smiled. "We'll be sure to tell him, as soon as he gets back from helping Fury and Lt. Danvers brief Congress on the situation."

Wasp chuckled. "I don't envy him _that_ job."

"Nor I." Wonder Woman agreed.

Turning, Superman spotted Cap standing off to the side, watching the setting sun. Walking next to him, Superman chuckled. "I thought this day would _never_ end." he commented.

"You and me _both._" Cap agreed.

Superman's expression turned serious. "That guy, the Winter Soldier…he was your friend, wasn't he?"

Cap closed his eyes. "Private James Buchanan Barnes, call-sign 'Bucky'." he answered. "Back in the days of the War, he was my sidekick; we must have gone on _dozens_ of missions…"

"…and now he's on _their_ side." Superman finished.

Cap nodded. "I still don't know _how_ it could have happened; _not_ to Bucky…"

"You'll figure it out, Cap."

Cap just sighed. "Before, it was just so _simple._" he said. "Back in my day, what was good for America was good for _everyone_…and _now_…I just don't know."

"Well, maybe that _was_ true, back then," Superman said, "but today, I think it's _reversed_: what's good for _everyone_ is good for _America._"

Slowly, Cap smiled. "You're wiser than you let on, son." he said…before he grinned. "Hard to believe you beat me out in the 'Nuclear-Bonehead-Maneuver' category!"

Superman laughed. "How do you figure _that?_"

"Well, at least _I_ had enough sense to jump _off_ the missile _after_ I'd sabotaged it!"

"_Hey_, pal, unlike you, I was at _least_ marginally sure that I could _survive_ it!" Superman defended…before he grimaced. "A fact which has probably put me in the dog-house."

Cap shrugged. "It happens."

By then, the Avengers were getting ready to leave; as he headed back to the Quinjet, bidding Superman good-bye, Cap passed by Power Girl. "Go easy on the kid, will you?" he chuckled.

Power Girl just smiled. "I'll see." she replied sweetly…causing Superman to gulp.

"It has been an honour to fight with you, my friends." Thor declared.

"Take care!" Wasp said.

"You, too." Cyclops replied. With that, the Quinjet took to the air, heading back to the Triskelion.

"We'd better get going, too." Aquaman said.

Superman nodded. "Call me if you need me."

"Got it." Flash agreed, as the rest of the League headed into the Javelin, before taking off, while the others headed back into the Institute, for a well-deserved rest, while Superman headed to the _Argo_, to take it and the weapons back to the Fortress.

After making the trip to the Fortress, Superman quickly flew back to the Institute, and darted into his room, quickly changing out of his uniform and into his white tshirt and black boxer shorts. Clark was about to turn in, when he heard a knock at the door. "Come in."

Slowly, the door opened, as Alison, clad in her blue bathrobe, stepped in, closing the door behind her.

Clark gulped; he should have _known_ she wouldn't have let this go. "Ali…"

Alison just raised her hand calmly. "Clark," she said softly, "you _really_ scared me, today."

Clark lowered his gaze. "I know."

"I almost thought I'd _lost_ you…"

"I _know_, and I'm _sorry._" Clark replied. "There just…wasn't any other way…"

"I _know_ that." Alison said. "It's just…" she started to sniffle, "…I never thought that…that there could actually _be_ anything that could take you away from me..!"

Clark's guilt doubled. "Ali…"

"I _know_ how strong you are…and I _know_ how hard it is to hurt you," Alison sniffed, "…but…watching that bomb go _off_…it made me _realize_ that…that every time you go out there…I…I might never _see_ you again..!"

Moving towards his precious _taushi_, Clark enfolded her in an embrace, allowing her to cling to him. "You're right, Ali." he relented. "Every time I go out on League business, I put my life at risk, invulnerable or not; we _all_ do. I guess I _did_ take my invulnerability for granted, a bit." He lightly smiled. "But we _can't_ let that fear rule our actions, _taushi_; if we do, the bad guys have already _won._" Seeing her worried expression, he finished, "All I can say is that I _promise_ that I won't take any risks that I don't have to take."

Lightly smiling, Alison nuzzled her head into his chest. "Thank you." she cooed. "I guess…I kinda _did_ freak-out a bit, didn't ?"

Clark chuckled. "No worse than _I_ would have if it had been _you._" he answered. Smiling, he gently brushed the tears from her beautiful face. "We just have to make sure that we make every moment we have together _count._"

At that, Alison's smile grew. "Sound advice, _tausha._" And with that, she slipped off her bathrobe, revealing her favorite blue bra and panties, the pair with his crest on the front, before they both lay down on the bed, slowly embracing. "Clarkie?" Alison whispered. "Could you just…hold me?"

Clark nodded. "Of _course_, _taushi._" he replied, as he folded his arms around her waist, letting her lean back into him, as her hands rested over his, as if she were reassuring herself of his presence.

"Clark?" Alison whispered, her voice sounding so small. "P-Please…don't leave me…"

Gently, Clark held her closer to him, as he softly whispered into her ear.

"I promise."

XXXXXXXX

_Undisclosed location_

"You lost the Legacy facility."

In one of HYDRA's North American outposts, Madame Hydra fixed Sinister with a stern glare, causing Sinister to frown. "Madame, the psychic conditioning I gave Hodge _should_ have compelled him to use the suicide pill the _second_ he was interrogated..!"

"_Silence!_" Madame Hydra spat. "Your incompetence has cost us, Essex; because of this failure, the Legacy project has been set back at least several months, and if they found out about..!"

"They did not, Madame; I encoded those files _very_ well."

"Not only _that_, but now that Fury _knows_ about our hand in Genosha, he'll be _looking_ for us!" Madame Hydra finished. "This is a _disaster..!_"

"_Enough._"

That commanding voice stopped Madame Hydra's tirade. "The loss of zhe Legacy facility vas unfortunate, but HYDRA still survives." the voice said. "Zhe Legacy Project can be rebuilt, _nicht wahr?_"

Madame Hydra's silence told Sinister that question was directed at him. "Yes, sir." Sinister replied, straining through the shadows to _see_ the commander of HYDRA. "I am confident that I can gather more samples to perfect Legacy." He smiled. "The Summers youth and the Grey girl are _particularly_ promising."

"Zhen a delay is nothing." the commander said. "HYDRA has stood for decades, because ve are _patient_, and ve only grow _stronger_ from our mistakes."

"Yes, _mein Herr._" Madame Hydra said.

"Still, zhe Kryptonian and his veaponry intrigue me; zhe polar outpost – can ve send a satellite to observe..?"

"Doubtful, sir." Madame Hydra said. "The outpost must block all known forms of detection."

"I see." The sound of footsteps filled the shadows…until Sinister got what he wanted: a good look at HYDRA's supreme commander…and wished he _hadn't._

The _rest_ of him was normal: tall, athletically built, and clad in black pants and a long black coat.

But his _face…_

"Ve vill continue as planned." the man known only as the Red Skull said. "HYDRA vill reign supreme."

And with that, he smiled…a _truly_ terrifying sight.

XXXXXXXX

_Bayville Park, October 26_

As the mid-morning sun shone over Bayville Park, Charles sat at a chess-table alone.

His students were all in school, and his visit to Congress had gone reasonably well. All that remained was this one last task…

Looking around, Charles sighed to himself; he should have expected him not to come…

"You wanted to see me?"

Looking up, Charles lightly smiled as he saw his old friend, clad only in a trenchcoat and a broad-rimmed hat, walk over and sit down. "I take it you heard."

Erik nodded, as he moved a pawn two spaces. "The F.O.H. played us both against the middle." he said with a frown. "I do not care for being played."

"Few do." Charles agreed, moving his own pawn. "The General wished me to relay a message."

Erik frowned, as he moved a knight. "His renewed determination to arrest me, I assume."

Charles shook his head, as he moved another pawn. "Nick is offering a truce; if you and your Acolytes cease any and all activities against this country, he will cease his efforts to arrest you." he replied. "The General has realized that there is a greater threat than the one you present; his _exact_ words were, '_I've got bigger fish to fry than Lensherr…but if he tries anything ever again, his ass is grass and I'm a __**lawnmower.**_'"

Erik smiled wryly. "I presume the Senate protested?" He moved another pawn.

"They do not know about it." Charles answered, moving a knight. "Nor do they know of Kal's outpost, despite their inquiries towards his technology."

Erik moved one pawn. "I suppose I might consider it."

"Peace benefits _all_, Erik." Charles urged, moving his knight to take a pawn.

"I agree," Erik replied, taking Charles' knight with a bishop, "but the fact is that humanity will never _allow_ peace."

Charles frowned, sensing the old argument coming…and then smiled. "Do you know why Kal was sent here?"

Erik looked puzzled. "To escape Krypton's destruction."

"True," Charles agreed, "but the question is: why _here?_ Why did Jor-El – Kal's father – send him _here_, of all places?"

"Where _else_ could he go?"

Charles chuckled. "Earth is hardly unique, old friend; there is a myriad of inhabited worlds – an entire _Confederacy_ of sentient beings of different worlds, all with common goals. Earth is but one voice in a _choir._" he answered. "Furthermore, Krypton and her people were well-known among them; almost anywhere else, Kal would have been _welcomed_ with open arms."

Erik frowned. "Well, _why_, then?"

"Because Jor-El _saw_ something in humanity, Erik." Charles said. "Unlike what _most_ of his race likely saw – a race of _barbarians_, mutant and human alike, and perhaps _rightly_ so – Jor-El saw what humanity _could_ be…and he entrusted Krypton's legacy – _his_ legacy – to _us._"

Charles smiled. "We _saw_ that same potential, Erik; we saw it in Genosha – we _saw_ humans and mutants living side-by-side, if only for a moment; it _is_ possible. Jor-El _saw_ it, Erik – he, one of the most brilliant minds of his race, saw what we could be; why can't _you?_"

Erik frowned…and then slowly smiled wryly. "Who is the greater fool, I wonder: the fool, or the fool who follows?" he asked aloud. "Very well, Charles; I will agree…for now, at least."

Charles smiled. "That is all I ask."

And with that, the two old friends continued their game of chess.

XXXXXXXX

_Coming Soon:_

_Gotham City._

_A crime-infested hell-hole…and the kingdom of the Dark Knight._

_As a usurper comes to Gotham, Batman realizes that he's got bigger problems than criminals._

_Can the Man of Steel and the Dark Knight stop this lunatic?_

_Does Batman truly __**want**__ to stop him?_

_Find out soon, when "Punishment" takes on a whole new meaning…_


	10. Punishment

CHAPTER TEN: PUNISHMENT

_Gotham City, October 30, 2008_

A desperate scream cut through Gotham City's dark hours before sunrise, as a young man, in his early teens, ran for his _life_ through the alleys.

He _knew_ he shouldn't have done it; it was _supposed_ to have been a simple job – all he'd had to do was watch out for the cops while Johnny's gang held up Old Man Connor's convenience store. Johnny wasn't _supposed_ to have shot the old guy; luckily, someone in the store had called the ambulance…and then…

…_He_ came.

The very _instant_ he'd seen that massive shadow, he'd run for his _life_, as the sounds of gunshots and dying screams filled the air behind him…but he just _knew_ that he'd never be able to escape that _monster..!_

As if to prove his point, he ran right into a dead end. He started to turn around…and saw the massive shadow closing on him. "N-No, _please!!_" he wailed. "I-I'll never do it again, I _swear!!_ _I'm SORRY!!_"

Slowly, the shadow stepped into view, revealing a tall, strongly-built man, in his late thirties, with short, black hair, and cold blue eyes, clad in a black bodysuit under a black trenchcoat, which undoubtedly concealed all _kinds_ of deadly weapons…and a menacing bone-white _skull_ emblazoned on his chest.

Frank "The Punisher" Castle just _glared_ at the punk, before drawing his automatic and taking aim. "Not _yet_, you're not." he snarled.

"_I don't think so, Castle._"

The young man's eyes went wide, as he followed that sandpaper-on-glass voice to its source…and found the demonic shadow of the Batman looming over them from the rooftops.

As if things couldn't have gotten _worse_; the Punisher was going to kill him, and the Batman had come to claim his _soul_ once Castle was _done..!_

The Punisher scowled. "I should've _known_ I'd run into _you._" he muttered. "Get your _own_ perp, Bats. This one's _mine._"

The Batman's eyes narrowed. "_Not in __**my**__ city, Castle._" The Punisher just glared at him, before looking back to the punk, his finger tightening on the trigger…

Seconds before Frank could fire, a grapnel-line lanced down from the shadows, with a red-and-yellow variant of a Batarang clipped to the tip of the line, wrapping around the punk's ankle and yanking him out of the way, as a red-and-yellow blur darted down, catching the punk.

As he touched down on the ground a safe distance away, Robin looked up at his partner. "All yours!" the Dark Squire called out.

Before the Punisher could react, Batman dove at him, sending him flying with a kick; Frank landed hard, but rolled back up again, opening fire on the Batman, forcing the Dark Knight to somersault to the side, evading his shots, as he let fly with a Batarang, followed by a shuriken.

Frank cursed as the Batarang sliced the back of his hand, knocking the automatic out of his grip; he tried to catch it, but the shuriken hit _exactly_ where the gun was going to land, knocking it even _further_ away. Frank tried to draw another gun, but Batman closed on him, slamming him with an uppercut, and knocking him down with an axe-handle strike; Frank hit the ground hard, but countered with a foot-sweep, knocking down his opponent, before leaping back to his feet and reaching for a weapon…but Batman flipped back up _just_ as fast as the Punisher had.

Frank knew that he had to end this _now_; drawing a grenade, he pulled the pin and _threw_ it…

Batman reacted instantly; drawing another Batarang, he threw it with perfect accuracy, before covering himself with his cape, as Robin did the same, shielding himself and the perp.

The Batarang split the grenade in half, detonating it, engulfing half the alley in a fiery blast.

For a moment, only silence remained…before Batman and Robin stood up, their flame-retardant capes having done their job, shielding them from the blast. Looking around, Batman's eyes narrowed as he realized that they were alone.

The Punisher was gone.

Turning around, Batman saw that the almost-victim was in _tears._ "That's it, I'm _out_, man!" he wailed. "I'm _never_ doin' _nothin'_ for the gang, again! It ain't _worth_ it!!"

Robin chuckled. "Well, looks like we've got one less crook to worry about."

"And one _more_ serial-killer." Batman answered flatly.

"Well, he's not like any we've gone after, before." Robin said. "Castle actually goes after bad-guys, like _we_ do…"

"_We_ don't _kill._" Batman said coldly, before drawing his grapnel-launcher, and firing it, pulling himself up to the rooftops.

After cuffing the perp and leaving him where the Gotham PD would find him, Robin followed him to the rooftop. "So, what do we do?"

"Continue patrol as normal; Castle goes after the same targets we do. Without knowing his specific hit-list or kill-zone, maintaining our current patrol is the best way to locate him." Batman answered. "If Castle gets the drop on you, withdraw. If you spot him, do not engage; notify me and wait for me to arrive."

"Don't worry; with the heat _he's_ packing, probably half of Gotham PD will want to stay clear of him." Robin quipped. "See you at the Cave." With that, he fired his own grapnel, and swung off, while Batman darted into the shadows, resuming his patrol.

XXXXXXXX

_Xavier Institute_

The afternoon sun was high in the sky by the time Anita returned to the Institute from school, several minutes ahead of the others. After depositing her texts in her room, Anita walked back downstairs, to quickly grab a glass of juice before heading back upstairs to take care of her assignments.

'Assignments.' The level of difficulty in those menial scholastic endeavours was _laughable_…but, then again, after being taught by someone as brilliant as her Papa…what else _was_ there?

As she walked into the kitchen, Anita found Tina there, who'd likely had the same idea. "Oh, hey, Anita." Tina greeted.

Anita returned the greeting with a pleasant smile and a nod. 'No severe altercations today, I trust?"

Tina shook her head. "No, nothing happened." she answered. "Well…nothing we're not used to, anyway."

Anita arched an eyebrow quizzically, prompting her to continue. "That girl Adrienne just made a few comments at lunch, that's all." Tina continued…before smiling slyly. "But don't worry; between myself and the others, we told her off."

"Good girl." Anita said, as she moved to the fridge and poured herself a glass of juice, before heading out of the kitchen.

As she stepped out of the kitchen, Anita saw Piotr, the newest member of the Institute, sitting in the easy chair in the living room, holding a pencil and the notepad that she'd seen him with, these past few days; after the Genosha incident, Professor Xavier had extended an invitation to join the Institute to both Piotr and Illyana, which the Rasputin siblings had accepted. Presently, both Piotr and his sister were receiving instruction in English, with Piotr planning to write his high-school equivalency exam in the summer. "Rasputin." Anita greeted.

Looking up, Piotr smiled politely. "Greetings, Miss LeRoux."

Anita slowly smiled. "I don't suppose you've seen Kal around..?"

"Superman is working on project in his room." Piotr answered, as he continued to scribble on his notepad.

"What kind of project?" Anita inquired; Piotr only replied with a shrug, before continuing to scribble. Her eyes narrowing warily, Anita glanced at the notepad. "What exactly are you _doing?_"

Piotr looked embarrassed. "Oh…is nothing…"

Frowning, Anita chanted a soft levitation spell, magically yanking the notepad out of Piotr's startled hands and into hers, as she started to leaf through it…

…and found a _perfect_ artist's rendition of the Institute.

Anita's eyes momentarily widened. "You're…an artist?"

Piotr lightly blushed. "I…draw, sometime."

As she continued to leaf through the notepad, Anita found numerous beautiful illustrations of landscapes. "These…are rather good…" she said softly. Turning the page, she was mildly surprised to see various illustrations of the X-Men and the Justice League.

Cyclops firing an optic-blast…

Phoenix unleashing a pulse of psychic fire…

Nightcrawler vanishing in a cloud of brimstone, and reappearing…

Batman leaping out of the shadows, a Batarang in hand…

Superman and Power Girl flying side-by-side…

Piotr had captured them _all_ on paper, portraying them _masterfully._

Anita quickly realized that her off-hand compliment didn't even come _close_ to doing Piotr's talent justice. "This is…_exquisite_ work…"

Piotr lightly smiled. "Thank you."

As she flipped to the next page, Anita found illustrations of the Acolytes next; she saw Sabretooth, his claws and fangs bared for a pounce; she lightly chuckled as she glanced upon Pyro, laughing insanely, his flames billowing from his hands; Quicksilver, as expected, was a silver blur of motion, never ceasing.

Magneto and her father were drawn on opposite pages, with Lensherr drawn in uniform, his face obscured by the shadows of his helmet, leaving only his eyes visible in a sinister manner. Her father's illustration was _just_ as menacing, as he stood with his cloak billowing, a mystic force-bolt at the ready, his eyes glaring out from the paper…

Piotr must have noticed her frown. "Those two were inspired by 'Yana; she thought both Magneto and Doom were very scary, so I drew them as _she_ might see them."

"I suppose I can understand." Anita conceded…before she smirked. "With regards to my father, however…Illyana does not fear _you_, and _you're_ made of metal."

Piotr shook his head. "It was not that; it was his _eyes._"

_That_ much Anita _could_ understand; her father's intent, penetrating stare, coupled with the eye-colour of his metal form, was quite unnerving, she had to admit. Even _before_ his transformation, the stare of Victor von Doom had been enough to nearly _terrify_ a 6-year-old Anita…

…but that was in the past; she no longer feared her beloved Papa so.

Returning her gaze to the notepad, Anita found herself slightly miffed that she had been excluded…but that faded as she turned the page, and found a perfect illustration of herself, in her uniform, her eyes narrowed in determination as she took a single stride, her mouth opening to unleash the start of a sonic scream, with a fire-bolt in one hand, and a frost-sphere in the other.

Anita glanced to Piotr, her eyebrow arched at his sheepish expression. "I suppose I should be flattered." she commented idly, as she flipped to the next page, and found _another_ sketch of herself, also in uniform, sitting down, reading a book, her expression tranquil. On the _next_ page, she found another sketch of her, standing up, her arms folded, with a thoughtful expression on her face. "However…I don't recall being asked to pose."

Piotr's face went crimson from his collarbone to his hairline. "During time as an Acolyte, between missions, I did not have much time to go outside." he stammered. "On the base, I suppose you could be saying that you were…were…" He paused. "Ugh…what is word? It comes from Greek legends…"

Anita chuckled. "_Muse?_"

Piotr smiled sheepishly. "Y-Yes, that is word. I-I am hoping you do not mind…" His expression saddened. "Aside from first drawing, you were difficult to sketch; most of time, you looked angry…"

Anita suppressed a smile. "Well, you certainly performed well; you have talent, Rasputin…" she began, as she turned the page…and choked down a laugh at the next drawing: a crayon-based stick-figure drawing of a tall, silver man – presumably Piotr – and a woman in green – her – with a little stick-girl with blond pigtails between them, holding hands.

Piotr grinned. "That one was 'Yana's." he explained. "I think she liked you." His smile grew. "She inspired _next_ one."

Turning the page, Anita found a picture of herself, sitting down and smiling, with Illyana sitting in her lap as Anita read to her.

Anita was momentarily speechless at the sight of the drawing, both at its realism…and at how it had touched on her childhood desire to have a baby sister…

Quickly, Anita recomposed herself. "It is…very nice." she replied. "However, in the future, I _would_ prefer to be _consulted_ before being sketched."

Piotr quickly nodded. "Yes, of course."

Anita's expression became curious. "Where exactly _is_ Illyana?"

"She is out back with Jamie and Paige, playing catch with Krypto." Piotr answered, before he chuckled. "She is very excited about the 'Halloween' holiday, tomorrow."

"I can imagine." Anita replied, before she shuddered. "Those three will be hyped-up on candy for _weeks_; I don't envy you."

"Wait 'till the _pranks_ start."

Anita promptly smiled as Kal, in jeans and a white t-shirt, walked down the stairs. "If this Halloween will be anything like _last_ year's, I'd watch my back if I were you." Kal quipped.

Anita laughed. "Well, with your vision, I'm sure you've nothing to fear." she cooed. "So, what exactly have you been working on?"

Kal looked wary. "Just a little research paper."

Anita's smile grew sly. "Our Man of Steel goes to school, does he?" she purred. "A paper on _what?_"

Kal frowned. "I'd prefer not to discuss that."

Anita pouted. "I doubt you feel that way towards _Alison._" she muttered. "Speaking of which, where _is_ Blaire? I didn't see her, today."

"Ali had a CD recording; she'll be back tomorrow morning." Kal answered.

Piotr nodded. "I have not seen Professor Xavier, or Scott or Jean, either; where are they?"

"Scott and Jean were going to take the Professor to Gotham City." Kal answered. "Apparently, after his success in treating Dr. Banner, news of his telepathic therapy got around; he got a call from Arkham Asylum to try and treat some of _their_ patients."

Anita looked stricken; from her Papa's brief visit to Gotham, several years ago, she had learned that the insanity of the twisted souls sent to _that_ institution was _not_ to be underestimated. "Xavier is either very _brave_ or very _foolish._"

Kal managed a wry smile. "No doubt, those guys will be hard to treat, but if _anyone_ can help them…" he began…and then he stopped, his eyes going wide. "Oh, _no…_"

Anita had slowly begun to recognize when Kal used his remarkable hearing; his expression would take on a distant, far-away look, which made perfect sense, as his senses could reach the very furthest corners of the globe…but rarer _still_ were the times when what he heard or saw was _truly_ disturbing for him.

Whatever this was, it had _scared_ him.

"What is wrong?" Piotr asked.

"No time!" Kal exclaimed, as he dashed away, pulling out his communicator and switching it on, hailing the nearest member of the League. "Boy Scout to Warrior Princess; Black Knight requires assistance, _A.S.A.P.!_" As he spoke, he had already darted back into his room, donning his uniform in seconds, before flying out the nearest window at top speed, rapidly disappearing into the distance.

Alone, Anita and Piotr could only share worried expressions; whatever it was that had shaken Kal, it _couldn't_ be good…

XXXXXXXX

_Arkham Asylum, Gotham City, a few minutes earlier_

Even in the afternoon sun, the tall, spire-like Arkham Asylum seemed to exude its _own_ darkness, as it loomed over the Atlantic from a cliff on Gotham's south side; it was as if the psychotic evil of its inmates had seeped into the Asylum _itself_, creating an actual dark _presence_ within its walls.

At least, that was what Jean _felt_ as Scott drove the X-Van in through its gates; after taking the Blackbird from Bayville, she, Scott, and the Professor had driven to Arkham, for the purpose of consulting with Arkham's staff about the Professor's telepathic therapy…

…but if the residual thoughts lingering about Arkham were any indication, the Professor had his work cut out for him.

As if he'd sensed her anxiety, Professor Xavier said, "Remember, Jean, I want you to keep your mental shields _firmly_ sealed; do _not_ use your telepathy, not even to communicate with _us._"

Jean nodded. "I will, Professor."

Scott looked grim. "Is Arkham…_really_ that bad?"

The Professor sighed. "I have visited Gotham several times in the past, Scott." he answered. "Arkham is an institution built to house patients that most other institutions _cannot_ handle; it is a home for the deeply, incurably, _criminally_ insane." He looked stricken. "Hearing the thoughts of _any_ psychotic, let alone one of _these_ troubled souls, is something that _no_ telepath should endure."

That statement only _added_ to Jean's worries. '_Hey,_' Scott sent to her through their link, '_remember, I'll be right here with you._'

'_**Me, too, Jeannie.**_' came Phoenix's voice from her subconscious.

At that, Jean smiled. '_Thanks._' she answered them both. '_I'm going to put my shields up, now, Scott; talk to you later!_'

Scott smiled back. '_Okay._'

As Jean strengthened her barriers, she mentally chuckled. '_I guess it's just us, now, Phoenix._'

'_**I wouldn't have it any other way, Jeannie.**_' Phoenix quipped.

After parking the X-Van and getting out, the three of them headed to Arkham's entrance, where they met three uniformed police officers, along with an older man, in his mid-forties, with greying light reddish hair, a red moustache, and green eyes framed by glasses, clad in a white long-sleeved shirt and brown slacks, with a brown trenchcoat over it, with a badge pinned to it.

As they walked up, the trenchcoat-clad man smiled pleasantly. "Professor Xavier?" he asked, before extending his hand. "James Gordon, Gotham Police Commissioner; we spoke on the phone."

"Oh, yes, of course." Professor Xavier answered, shaking the Commissioner's hand. "A pleasure to meet you, Commissioner." He gestured to Scott and Jean. "These are two of my students, Scott Summers and Jean Grey."

"Pleased to meet you, sir." Scott said.

"Likewise." James replied. He gestured towards the asylum doors. "I suppose we shouldn't keep you." With that, they all headed into the Asylum.

The inner hallways of Arkham were _just_ as creepy as its exterior; the brick walls were cracked, the floor tiles faded, the lights occasionally flickering, and from far down the halls, a sporadic moan of anguish broke the silence. Shutting her eyes, Jean focused _hard_ to keep her barriers solid, to keep out the waves of utter _insanity_ that were coming from the patients locked in their cells…but those twisted thoughts were utterly _corrosive…_

'_**Hang in there, Jean.**_' Phoenix sent to her. '_**It's only for a little while.**_'

As they walked past numerous cells, the Professor's expression turned curious. "Commissioner, I am curious; how exactly did you find out about my sessions with Dr. Banner? I wasn't aware that my results had been published…"

"They weren't." James confessed. "Nick Fury's an old war-pal of mine; he mentioned that if you could turn the _Hulk_ around, maybe you could help with some of the crazies _we_ have to deal with."

Scott arched an eyebrow. "You knew General Fury?"

"From back in Desert Storm." James answered. "I was with the Marines at the time; Fury was in charge of the air-strikes."

Jean managed a light chuckle. "Well, we won't hold that against you."

James also chuckled briefly, before his expression turned grim. "The bottom line, Xavier, is that, for a _lot_ of Arkham's inmates, even _extreme_ therapy doesn't work; Arkham has the highest break-out rate in the _country_, and we have a _lot_ of die-hard, professional crazies here. Even with Batman, and more recently, the Justice League, to even the odds, Gotham PD is stretched tight; if there's _any_ way to cure some of these lunatics…"

"You don't need to explain, Commissioner." Professor Xavier answered. "Which patient did you want me to treat?"

James looked _truly_ grim at that. "It isn't any of the inmates out here." he answered, as they came to a large, ten-inch-thick steel door, with two guards keeping watch. "This is where we keep the _hardcore_ crazies; the kind of criminal psychotics the likes of which I hope none of you _ever_ have to see." James explained. "We've come to call this wing of Arkham 'the Rogues' Gallery.'"

Jean suppressed a gulp; the toxic thoughts radiating from beyond _that_ door were almost enough to make her physically _sick._ "What kind of patients are they?"

James closed his eyes. "The _worst._" he said softly. "We have a former university professor with a gas that induces utter _terror_ in anyone who breathes it and absolutely _no_ sense of right and wrong; we have a lady capable of manipulating plant-life who has a _serious_ hate on the human race enough to make that Magneto guy look _benevolent_; we've got a guy with an IQ in the 200's who's obsessed with riddles, and God help you if you get one _wrong_…and _that's_ just to name a _few._"

Jean was silent at that, along with Scott, and even the Professor. "And the one we're here for?" Scott asked.

"The _worst_ of them all." James answered. "He's broken out more times than all the others put together; Arkham had to _invent_ an entirely new category just for _him._" His expression turned truly grave. "We're at our wits' end with him, Xavier; we don't know what else to do."

The Professor nodded. "I'll do what I can." he answered. By then, the massive locks on the huge door had opened, allowing them to head inside.

The Rogues' Gallery, at first glance, didn't appear to be much different from the rest of Arkham…except for a noted increase in the intensity of the psychotic thoughts. Jean scrunched her eyes shut, trying to keep them out…and then opened her eyes, as she felt Scott give her hand a reassuring squeeze. Jean smiled at him, appreciating the gesture _immensely_…and then cringed, as she felt a particularly _evil_ mental presence…radiating from the door at the very end of the corridor…the one they were walking towards…

"What are you Flat-Feet doin' with my Puddin'?!"

That female voice, high-pitched and with something akin to a New York accent, echoed from the cell on the right-hand side of the cell they were heading to. "Who was _that?_" Jean asked.

"Harleen Quinzelle, A.K.A. Harley Quinn." James answered. "Originally, she was a therapist here…until our boy got a hold of her."

"Don't you _dare_ talk about Puddin' that way, Gordo!" 'Harley' shouted from her cell. "He _loves_ me, and when we bust out of here..!"

"We _know_, Quinn; 'you'll be together forever and ever.' We've heard it all before, _after_ he leaves you to save his own hide." James answered. As they came to the cell in question, James gave them a warning glance. "Brace yourselves." he said, before he nodded to the three officers, who opened the cell doors, and then drew their revolvers, before stepping inside, ensuring that the cell was secure; once it was, they headed inside…

"Hiya, Jimbo! Long time, no see!"

That manic voice _alone_ was enough to make Jean's hair stand on end…but the sight of its _owner_ was _far_ more unnerving.

The inmate in question was sitting on the floor behind a pane of bulletproof glass, clad in white pants and a white straitjacket over his lean frame. His skin was bleached completely white, and his short hair was a dark green. His eyes were completely red, and his lips were twisted into an unnatural smile…but that smile did _nothing_ to mask the waves of pure _insanity_ that were rolling off of his mind, like waves from a stormy sea.

"Charles Xavier," James said, "meet the Joker."

At that, Joker's eyes widened in surprised interest, before he let loose a chilling laugh. "Well, whaddya know! Chuck X _himself_, right at _my_ door!" the fiendish clown guffawed. "Don't I feel _special!_"

James' eyes narrowed. "Laugh it up, clown," he muttered, "because, with any luck, you won't be laughing much longer."

"Aw, Jimmy, don't tell me you're still sore about those whoopie-cushions I sent to that police fundraiser!" Joker pouted. "I thought that you'd have more of a sense of humour, after all we've been through!"

Scott arched an eyebrow. "Whoopie-cushions..?"

"Several months ago, Joker thought it would be _funny_ to hold our annual fundraiser hostage with neurotoxin bombs disguised as whoopie-cushions." James said, glaring at the Joker.

Joker laughed again. "I _know!_ It was a _real_ gasser, wasn't it?!" With that, he burst out laughing.

Joker then turned his crazed gaze towards the Professor. "So, Chucko, what brings you to _my_ humble abode?" he sneered.

The Professor's expression didn't waver. "I am here to attempt to cure your psychosis."

The Joker was momentarily silent at that. "_HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA!!_" he burst out laughing. "Aw, Jimmy, I pegged you all _wrong_; you _do_ have a sense of humour!"

James' eyes narrowed. "This is no joke, clown; Xavier has gotten the _Hulk_ to behave with his methods." he snapped. "You've been plaguing this city for as long as I can remember; I don't care if he has to turn your brain _upside-down_ to get you to behave – if it puts an end to your antics, I've got _no_ problem with him _lobotomizing_ you."

The Professor looked mildly troubled at that. "Commissioner, my sympathy for your situation notwithstanding, it has always been my philosophy that telepathically altering a person's mind is an _absolute last resort._" he interjected. "In addition, Dr. Banner expressed a _desire_ to control the Hulk; for me to enter _any_ mind and alter it – even one as twisted as the Joker's – without permission is highly unethical…"

"_Another_ voice in my head?!" Joker guffawed. "_The more, the __**merrier**__, Chucko!!_"

Scott half-chuckled. "Well, that solves _that_ problem."

Joker's perpetual grin twisted into a sneer. "So, you _actually_ think you can 'fix' me, eh, Chucky?" he mocked. "_That_ ought to be good for a few laughs." He sighed. "Pity I can't stick around to see it."

James' eyes narrowed. "Last time I checked, clown, you're not going anywhere."

Joker's smile turned _truly_ evil. "Plans _change_, Jimmy."

At that, the lights suddenly dimmed, as they heard the telltale sound of the sheet of glass dropping…followed by the maniacal laughter of the Joker, as he bolted out of his cell, _just_ as the emergency lights came back on.

Commissioner Gordon and his men quickly drew their firearms. "This is Gordon; we have an escapee in Block 13; lock down the building!!" James ordered into his radio, as he and his men ran after Joker. At a nod from the Professor, Scott and Jean ran after the escaped psychopath, with Scott firing his optic-blasts, but the Joker dodged each and every blast, evading the _last_ shot _just_ enough to shred his restraints, allowing him to rip free of his straitjacket.

The two guards at the entrance to the Rogues' Gallery were frantically trying to close the door, but Joker leapt at them, feet-first, and sent them both flying with a double-heel-kick, knocking the door wide open, as two large, burly-looking guys in clown suits hurried in, brandishing automatics. "Ah, Punch, Judy, _right_ on time!" the Joker crowed. Glancing back to his pursuers, he grinned evilly. "You know, I _just_ don't think it's fair to exclude _all_ my pals from our little party!" he laughed. "I think it's time for some _real_ laughs!" And with that, he moved to the main control console next to the door, and entered the command to open _all_ the cells…

…and then a fair approximation of all hell broke loose.

XXXXXXXX

_A few minutes earlier_

The Gotham night was quiet for once as the jet-black van pulled up outside the gates of Arkham Asylum, as Frank Castle glanced towards that festering hell-hole, waiting for that psycho clown to make his move.

After his little run-in with the Bat, Frank had leaned on several of the local scumbags to get the low-down on what was happening; several minutes and a few missing fingers later, one scumbag had blabbed that the Clown Prince of Crime – his words, not Frank's – was planning on busting out of Arkham, and that he'd supplied Joker's two goons with the hardware they needed to fry Arkham's power-grid _just_ enough to cause the clown's cell to short out.

Frank had read the dossier on the clown; he was surprised that laughing-boy hadn't gotten the death-penalty…but then again, between working the psycho-excuse and busting out before getting to trial, Joker hadn't really been in the system _long_ enough to _get_ a verdict.

Well, that stopped _tonight._ If the Bat didn't have the stomach to put that laughing freak out of everyone's misery, _he'd_ do it.

As he loaded a fresh clip into his automatic, Frank reviewed his plan; wait for the clown to make his move, and then move in and pop him while the guards were distracted, and maybe pop a few _more_ of the crazies in there while he was at it, if he was lucky.

You didn't get sent to Arkham if you were innocent; Joker might have been the _worst_ one, but _all_ the inmates were evil, through and through. They wouldn't be missed.

Suddenly, the alarm began to sound from Arkham; the clown was making his move.

Gathering the last of his gear, the Punisher darted out of his van, and darted towards the Asylum, vaulting over the fence and making his way towards the east side, closest to where the clown would be making his escape; one small plastic charge and he'd be inside and kicking tail.

Had he held back just another second, he might have seen the twin blurs darting across the sky…

XXXXXXXX

Minutes after getting the signal from the Watchtower, Superman had flown towards Gotham at top speed, meeting Wonder Woman along the way. "Boy Scout calling Black Knight; come in Black Knight!" Superman spoke into his earpiece.

"_Boy Scout, this is Red Bird; Black Knight's a little busy at the moment._"

At that familiar voice, Superman managed a brief smile. "Good to hear you, Robin. What's the situation?"

"_Not good; the big guy caught wind of Joker planning a break-out from Arkham, while Professor Xavier and two of your pals are visiting._" Robin answered. "_Batman's already on-site, while BG and I are playing catch-up._"

Superman frowned, remembering the insane clown and his attempt to gas all of Gotham. "Great."

"_Oh, but it gets __**better**__; this is going down on the day after Frank __**Castle**__ decided to drop by._"

"The _Punisher??_" Superman asked, slightly incredulous. '_Brother, when it rains, it __**pours…**_' "Is Castle on-site?"

"_Not as far as I…_" Robin began, but he was cut off as an explosion shook the Asylum, echoing both ahead of them and from Robin's comm-link. "_Whoops; spoke too soon._"

"_Black Knight to Boy Scout._" Batman's baritone growl came through the comm-link. "_I know the Bat-Wave picked you and Wonder Woman up on radar…_"

Superman managed a chuckle. "We're here, Black Knight."

"_Castle has broken in through the east side; I want you, Robin, and Batgirl to intercept him. I'm going after Joker; Wonder Woman, I'll need you to e-vac the Professor and his students._"

"We're on it." Wonder Woman agreed. "Be careful."

"_Notify me when Castle's apprehended. Black Knight out._" With that, the comm-line went silent.

Superman smiled wryly. "Good luck to you, too, Bruce." he said under his breath, as he and Wonder Woman flew on towards Arkham.

XXXXXXXX

As he pasted one fleeing inmate – who looked like he'd gotten a _nasty_ case of freezer-burn – with an optic-blast, Scott glanced to his mentor. "Professor, can't you put these guys to _sleep?!_"

No sooner had he said that than several escaping 'Rogues' suddenly dropped, out cold. "I am _trying_, Scott," Professor Xavier muttered, "but the psychotic mind is a bit _hardier_ than the normal one against telepathy…"

After telekinetically slamming several cells shut, barring several inmates inside, Jean deflected the plant-girl's striking vines with her TK, before knocking her back into her cell with a PSI-pulse. Turning, she saw a short, somewhat-portly, balding man with a scarred ventriloquist's dummy on his hand – a dummy brandishing an iron pipe – coming towards her. "Outta da way, broad!" the dummy spat. "Youse ain't puttin' me back in dat cell!"

The ventriloquist gulped. "M-Mr. Scarface, I-I'm not so sure about this; maybe we should…"

"_Shaddup_, Dummy; if I didn't havta drag yer tubby behind around all the time, I wouldn't be _in_ this mess!" the dummy – "Scarface" – snapped, before he "ran" at Jean, dragging the ventriloquist along with him…

Seconds before "Scarface" could reach the incredulous Jean, Commissioner Gordon fired a taser-projectile at the ventriloquist, shocking him into submission, causing him to fall, out cold, where "Scarface" continued to yell at him, ordering him to get up. "Don't let your guard down, Grey!" James shouted, as he and his men tasered several more inmates. "Every single one of these..!!"

But he was cut off as a straitjacket-clad young woman, in her twenties, with mid-length blond hair, and baby-blue eyes – arguably the most _normal_-looking inmate Jean had yet seen – sent James flying with a leap-kick. "_Puddin'!!_" the young woman – Harley, Jean now knew – exclaimed. "I _knew_ you'd come for me!!"

The Joker just laughed. "_How_ could I forget my little Harley?" he crowed, as his two hench-clowns peppered them with automatic fire, forcing the rest of the inmates to flee back to their cells, while James and his men pulled a janitorial cart in front of them for cover, as Jean generated a TK-bubble, deflecting bullets away from herself, Scott, and the Professor. "Now," the Joker cackled, "what say we take our show on the _road..?_"

His declaration was cut off by a Batarang, which clunked solidly against Joker's temple, before ricocheting away to knock the automatic out of Punch's hand, and then whirling back into Batman's hand. "I don't think so, Joker." came the sandpaper-on-glass voice of the Dark Knight, glaring at them from the shadows.

"_Batsy!_ And here I thought you didn't care!" Joker guffawed. "Punch, Judy? Say hello to our old pal!" At their boss' command, Punch ran at Batman, while Judy brought his automatic to bear on the Dark Knight. Darting out of the path of Judy's shots, Batman blocked Punch's uppercut, spinning the motion into a hammer-fist-strike to the burly clown's temple, following with a sweep-kick, buckling Punch's knee, and finishing with a leopard-fist-strike _right_ to Punch's larynx. As Punch dropped to his knees, gagging, Batman drew a shuriken, ready to knock the gun out of Judy's hands…

…but he needn't have bothered, as a golden lasso shot from behind him, snagging the weapon and yanking it away, as Wonder Woman flew at Judy and sent him flying with one punch. "Sorry we're late." she apologized.

"_Cute_, Batso; I _forgot_ that you don't roll alone, anymore." Joker snarled, as he picked up Punch's weapon. "Well, too bad for your little chickadee, 'cause _I_ play for _keeps_ – _OWW!!_" Joker howled as Scott's optic-blast knocked the gun away. Snarling, Joker turned towards Scott…and _smiled._ "Nice shootin', Tex." he sneered, as he pulled a revolver out of the fallen Judy's pocket, before stuffing it in his pocket, and then flexing his fingers for a fast draw. "Now…_draw._"

Reflexively, Scott's hands went to his shades in a _fraction_ of a second…but Joker was just a _nanosecond_ faster.

_Pop!_

Scott's hand stopped _inches_ from his shades…as he saw the miniature "Bang!" flag extend out from the barrel of the gun. Joker just grinned. "_Gotcha!_"

Scott was incredulous. "'_Bang??_'"

Joker scowled. "Can't you take a _joke,_ kiddo?" he muttered. "_Sheesh_, you're almost as big a kill-joy as _Batso._"

His smile turned truly _evil._ "_You_, Junior, need to _lighten up._"

Even through her shields, Jean caught on to what that sick clown was going to do..! "_Scott, LOOK OUT!!_"

Too late.

Joker squeezed the trigger, firing a stream of green gas, enveloping Scott in a poisonous cloud. Scott convulsed, as he started to convulse…

…and then laugh.

And laugh.

And _laugh._

As Scott toppled backwards, Jean was _horrified_ at the half-crazed expression on Scott's face, as his manic laughter slowly went silent, his face turning up in an unnatural grin…

"Ah, music to my ears!" Joker declared, as Harley giggled. "I'd _love_ to stay and play some more, but we have to get going! _Toodles!_"

Seeing Scott's condition, the Commissioner grimaced, before switching on his radio. "This is Gordon; we need paramedics down here, _NOW!!_"

Instantly, Batman darted to Scott's side, followed by Wonder Woman; drawing a mini-injection-gun from his utility belt, Batman loaded a vial of anti-Joker-toxin, and injected Scott; almost instantly, Scott's grin relaxed, as he fell unconscious. "He should be alright, now." Batman said.

Wonder Woman breathed a relieved sigh. "Thank Hera."

"Ma'am, you said a _mouthful._" James agreed.

Jean's eyes narrowed. "That clown is _toast._" she hissed, her hands blazing with psychic fire.

Looking around, Batman's eyes narrowed as he saw that Joker, Harley, and his two goons had fled, before switching on his communicator. "Black Knight to Boy Scout, Red Bird, and Little Bat; the _circus_ is in town…"

XXXXXXXX

In the east wing of the Asylum, the opening of all the cells sent a stream of inmates pouring into the corridors, as beleaguered orderlies tried to get them back into their cells…but with little luck in the face of lunatics eager to reclaim their freedom…

Suddenly, the main wall of the east wing was ripped apart by a massive explosion, as the black kevlar-clad form of the Punisher stormed through, brandishing twin automatics; sweeping the room with a quick glance, the Punisher picked his targets, and opened fire.

In seconds, three psychos had fallen, bullet-riddled, sending the rest of the crazies into a panic, as they realized that, just _maybe_, their cells weren't so bad, after all; the inmates' exodus promptly reversed direction, fleeing back into the Asylum, while the nuts closest to Frank could only cringe, as the Punisher took aim…

A sonic boom echoed through the air _just_ as Frank fired, seconds before a blue-and-crimson blur darted ahead of the bullets, intercepting their path…as lightning-fast hands snatched each and every one of them out of the air.

With the threat neutralized, Superman's sky-blue gaze intersected Frank's with a glare. "I take it you've heard about me." he warned.

"Yeah." Frank shot back. "I heard you like saving people." Without even blinking, he drew a high-powered grenade. "Well, boy-scout…you came to the _wrong_ place." And with that, he lobbed the explosive at Superman; Superman's eyes widened, as he grabbed the grenade, shielding the rest of the asylum with himself…

The grenade's explosion knocked him back a good ten feet; invulnerable or not, _nobody_ could walk away from a grenade without at least getting a _little_ dazed, Frank knew from experience. He was just about to go find the clown…when a smoke-grenade exploded at his feet, obscuring his view, as a bat-shaped shadow flitted across the smoke. Scowling, Frank reached for his grenades…only to find his grenade-belt missing.

"Looking for this?"

As the smoke cleared, Frank was mildly surprised that, instead of the Bat, he was looking at a 17-year-old teenage girl in a Batman-esque costume, with a yellow bat-crest emblazoned on the light violet shirt of her uniform, her scalloped cape only reaching her shins, rather than the complete shroud of her older male counterpart, with a flash of red hair spilling out of the back of her cowl.

In her hand was his grenade-belt.

Scowling, the Punisher turned to retrieve his gear from this little brat…when he was unceremoniously knocked onto his rear, as Robin, who'd crept up on him from behind, dove through the gap between his legs, his bo-staff extended, tripping him with it, and then rolling back up onto his feet next to Batgirl.

Now Frank was _pissed_; leaping to his feet, he drew his automatic…but the weapon was sliced apart by a deadly-accurate red ray, seconds before Superman sent him flying with a tackle, causing Frank to crash into a nearby wall. "I heard you were _crazy_, Castle," Superman snapped, "but I didn't think you were _stupid._" His eyes narrowed. "I suggest you either surrender, or turn around and _go home_; we have better things to do than waste time with _you._"

The Punisher snarled. "Like putting that clown back in his cell?!" he spat, drawing his second automatic and opening fire; instantly, Robin and Batgirl darted out of the way, while Superman shrugged off the bullets, as Frank had expected. "Why, so he can bust out, again?"

As he repelled the bullets, Superman nodded to Robin and Batgirl; moving like lightning, Robin threw one of his modified Batarangs at the Punisher, who darted aside…right into the path of Batgirl's Batarang, which knocked the weapon from Frank's hand. Frank tried to recover it, but Superman unleashed a burst of gale-breath, sending the Punisher sprawling.

"That's our Blue-Boy; _always_ gets his man!"

Superman's eyes narrowed as he turned to face the manic laughter of the Joker, flanked by his cronies, seconds after Batman's warning came in over the radio. "Long time, no see, Supey!" Joker cackled.

"Not long _enough_, clown." Superman snapped.

Joker pouted. "Still a grouch, huh?" he muttered…before he grinned. "Let's see what we can _do_ about that!" With that, he took a pair of violet-coloured grenades from his two henchmen, pulled the pins, and threw them…

Robin's eyes widened. "Joker-gas!" he exclaimed, recognizing the weapons instantly; at once, he and Batgirl threw their Batarangs at the grenades, slicing them in half before they could detonate, releasing smaller clouds of the deadly green haze. Before the gas could diffuse, Superman unleashed a burst of frost-breath, supercooling the gas, and causing it to sublimate, crashing to the ground as masses of frigid green solid.

Joker scowled. "Party-poopers!" he sneered. "You try and give people a few laughs, and _this_ is the thanks you get!"

Snarling, the Punisher leapt to his feet, before diving at the startled Batgirl and snatching his grenade-belt away. Rolling up onto his feet, Frank drew two grenades. "_I'll_ give you something to laugh about, clown!!" he roared, before lobbing the explosives at Joker and his cronies.

Reacting quickly, Superman fired off another pulse of frost-breath, freezing the grenades _solid_, preventing them from detonating, while Joker and his goons ducked behind a corner. "Well, I'll be!" Joker crowed. "First Chuck X, then Supey, and now Frankie Castle! Of _all_ the days to forget my autograph-book!" His cackle filled the air. "Time to meet some of your adoring fans!" With that, he lobbed several _more_ laughing-gas grenades down an adjacent corridor…where several orderlies were trying to get away..!

Moving quickly, Superman darted into the corridor _just_ as the grenades started to explode; with one blast of frost-breath, he sublimated the gas, rendering it harmless. As Robin and Batgirl quickly checked on the orderlies, Superman turned back…and saw that the Joker, his cronies, and even the Punisher were gone…with only the Joker's distant laughter echoing in his ears.

After the Asylum was secure, Superman, Wonder Woman, Batman, Robin and Batgirl all met up outside, along with the Commissioner, Professor Xavier, and Jean, as the paramedics loaded the unconscious Scott into an ambulance. Jean looked stricken as she watched the ambulance drive off. "Scott'll be okay, won't he?"

"Batman got the anti-toxin into him right away." Batgirl assured her. "He'll be groggy for a while, but otherwise fine."

Batman fixed the Professor and Jean with a stern glare. "What were the three of you even _doing_ here?" he demanded.

At the Dark Knight's irate inquiry, the Professor looked momentarily startled, as Jean frowned, but it was the Commissioner who broke the silence. "It was my fault, Batman; I asked for the Professor's help." James said. "I'd heard of his success in treating the Hulk, so I thought he might be able to do the same with the Joker."

Batman's eyes narrowed. "Perhaps I can understand your reasoning," he said after a minute, "but bringing Xavier and his students here was an unacceptable risk."

Wonder Woman frowned. "If that lunatic could be brought under control, then _surely…_"

Batman fixed her with a stern gaze. "You don't know Joker like _I_ do." he said. "There isn't a treatment on _Earth_ that can make him anything other than a criminal psychopath."

"He's right about _that._" Robin agreed. "Clowny's not gonna go straight, anytime soon."

Superman nodded. "And right now, we've got both him _and_ the Punisher running loose."

"I'll put out an All-Points Bulletin on both Joker and Castle." James said. "Between all of us, we'll collar the two of them."

"What should we do?" Jean asked.

Batman's expression was stern. "As soon as Cyclops is cleared, the two of you and Xavier should head home. You aren't prepared to deal with the Joker."

Jean's eyes narrowed. "I think we can handleourselves well enough to..!"

"Summers' condition suggests otherwise."

As Jean's eyes widened at the Dark Knight's statement, Batman started to walk away. "Joker and castle may still be in the area; we should sweep the surrounding blocks."

"Agreed." Superman replied.

Her eyes narrowing, Jean stormed after Batman. "You wait just one _minute_, pal! If you think we're going to walk away after what that nut did to Scott, you've got another thing…coming?" As she finished that statement, she rounded the corner…

…and found nothing.

Walking over, Superman glanced around the corner, and sighed. "_How_ did I know he was going to do that?"

"He did the vanishing-trick, right?" Robin asked.

"We _so_ have to get him to teach us how to do that." Batgirl added. Glancing to Jean, her gaze became sympathetic. "Look, the big bat's grumpiness aside, maybe it _would_ be a good idea for you to check in on Goggle-Boy, Red; at least for _now_, we can handle things here, so you just worry about him, 'kay?"

Managing a faint smile, Jean nodded. "Alright."

"We'll notify you if anything changes." Superman assured Jean and the Professor.

Professor Xavier nodded. "Good luck." With that, Superman and onder Woman took to the air, while Robin and Batgirl fired their grapnels, swinging off.

As they flew, Wonder Woman's eyes narrowed. "_How_ could he have been so _insensitive?!_" she fumed. "The X-Men are our _friends_; does that man have no _heart?!_"

Superman frowned as he recalled their teammate's behaviour. "We'll discuss it later," he said finally, "but right now, we need to find Joker and Castle, before they kill each other and take a lot of innocents _with_ them." At that, Wonder Woman nodded grimly, as they flew on, through the Gotham skies.

XXXXXXXX

_Jolly Jack Candy Factory, Gotham City_

After returning to one of his favourite hideouts, the _first_ thing Joker did was change out of that tacky straitjacket and into his regular getup: a bright purple zoot-suit, with a light blue shirt underneath the jacket, accentuating the light yellow-orange tie, with an acid-spraying squir-flower pinned to the jacket, a dapper purple broad-rimmed hat upon his head, and a stylish clown's head cane in his hand. '_No __**wonder**__ Batso's always trying to collar me; it's practically a __**crime**__ to look this good!_' he thought with a laugh.

As he stepped out into the main part of the factory, which now served as a makeshift living-room, he found Punch and Judy sitting down, watching TV, seconds before Harley, now in her full, red-and-black, harlequin-style costume, strode into view. Seeing him, his main hench-wench instantly perked up. "So, what're we gonna do tonight, Mistah J?" Harley chirped. "We could go egg the Mayor's house, stick gas-bombs in mailboxes, leave flaming doodie-bags on porches, or…"

"_Kid's stuff!!_" Joker roared, causing Harley to wilt. His trademark grin dropping into a scowl, Joker started to pace. "I may be a clown about town again, but we're still back at square-one!"

That much was true; ever since good ol' Willie "I'm-just-big-boned" Fisk had pulled out of Gotham, everybody and his _uncle_ was trying to move in. "It's not _fair!_ _How_ am I supposed to spread mirth and whimsy with so many wannabes muscling in on _my_ turf?! It's bad enough that Batso and Blue-Boy's team are breathing down our necks!"

Punch smirked. "Yeah, and _now_ we got the _Punisher_ to deal with."

"He'll be making life _hell_ for us!" Judy agreed.

Harley sighed. "Us an' every _other_ crook in Gotham."

Snarling, Joker was about to tell them _all_ to shut up, but Harley's statement silenced him…as he started to smile. "That's _it_, Harl! That's _it!!_" he crowed, zipping over and planting a _doozy_ of a kiss on Harley's lips, leaving a blissfully dazed smile on her face, as Joker zipped away, his smile growing sly. "We still got some of that radio equipment from the radio-comedy caper?"

"Uh…yeah, boss." Punch said. "Why?"

Joker just grinned. "Poor little Frankie hardly got a proper greeting, today." he chuckled. "Why don't we start off his little visit with a _bang?_"

And with that, his laughter echoed throughout the factory, before they started to get to work.

XXXXXXXX

After finishing their patrol, Superman and Wonder Woman met up in an apparently-abandoned part of Gotham, in front of a condemned warehouse. Looking around, Wonder Woman looked mildly perplexed. "_This_ is where Batman wanted to meet us?"

Superman shrugged. "Well, it's certainly isolated." he thought aloud. "But still…"

Suddenly, a nearby trash dumpster shifted out of the way, revealing a hidden tunnel behind it, startling the both of them; Superman was particularly surprised – he hadn't even suspected that was there…

'_Lead._' Superman thought to himself. "Well, I guess we know why Bruce wanted to meet us here."

Wonder Woman nodded. "I suppose so." she agreed. With that, they both flew into the tunnel, which promptly closed behind them.

The metal tunnel stretched on for miles, extending deep underground, before opening up into a massive, multi-levelled cave…with dozens upon dozens of bats inhabiting the cave's ceiling. The lowest level seemed to be a vehicle hangar; the level above _that_ looked like a sort of 'museum,' filled with paraphrenalia from Batman's numerous cases, Superman supposed; the next level looked to be a training facility, with the top level housing a high-tech computer system, rivalling that of the Watchtower at the very _least._

As they touched down on the lowest level, Robin was there to greet them. "Hey, glad you guys could make it!" he greeted. "Welcome to the Batcave; what do you think?"

Looking around, Superman took in his comrade's headquarters, isolated from the city he protected, devoted to his continued training and his war against crime…in short, his own subterranean 'Fortress'. "Not bad." Superman commented.

"It suits him." Wonder Woman added.

With their pleasantries dispensed with, Robin fired his grapnel, rising to the top level, as Superman and Wonder Woman flew after him, touching down near the massive computer, where Batman was busily typing, with Batgirl a few feet to the side. "Any sign of Castle or Joker?" Batman asked, his eyes never leaving the screen.

Superman shook his head. "No sign of either one." At that, Batman frowned…

"Chin up, Master Bruce; I'm sure you'll apprehend both those ruffians in no time at all."

At the sound of that polite British voice, Superman turned to see the tuxedo-clad form of Alfred Pennyworth, Bruce Wayne's butler, step out of a nearby elevator. "Hey, Al." Batgirl greeted.

With a nod and a smile to Batgirl, the 50-something balding gentleman turned his gaze to Superman. "I trust you are well, Master Kal?"

Superman smiled. "Just fine, Alfred."

Glancing to Wonder Woman, Alfred arched an inquisitive eyebrow. "Oh, I'm afraid I haven't had the pleasure of meeting you, Miss." he said. "Alfred Pennyworth, Miss..?"

Wonder Woman blinked…and then smiled pleasantly. "Diana."

"Pleased to meet you, Miss Diana." Alfred said. "Can I offer any of you a spot of tea..?"

"None for me, Alfred, thanks." Superman said.

"No, thank you." Wonder Woman added. To Batman, she inquired, "Are there _any_ leads on that 'Joker' fiend, or that 'Punisher'?"

"None on the Joker, so far; he'll slip up, sooner or later." Batman answered. "As for Castle, his patrols are similar to our own, though he appears to be focused on the Joker – when Joker pops up, we'll find the Punisher."

"So why's he fixated on Clowny?" Robin asked.

"Castle's M.O. is killing criminals." Batman said. "Even if Castle _does_ kill Joker, he won't stop there; he'll go after every other criminal mastermind in the city, along with every single criminal, and he won't stop until he's killed each and every one of them…no matter _how_ many innocents get caught in the crossfire."

Wonder Woman's eyes widened. "By Hera, what is _wrong_ with that man?"

As if he'd been anticipating an inquiry like that, Batman brought up a file. "Franklin Castle, former Gulf War veteran; ex-Marine, black ops." he recited from memory. "Initial evaluations indicated PTSD; Castle refused further psychiatric evaluation. After he was discharged, Castle joined the NYPD, Narcotics Division; five years ago, a drug-bust went bad – Castle's team killed the son of one of the larger dealers."

Batman's tone became somewhat soft. "Castle's wife and children were killed in retaliation."

"Ever since then, Castle's waged a country-wide, one-man war on crime…and he _doesn't_ take prisoners." Batman finished. "It only makes sense that he'd eventually come to Gotham."

Alfred looked slightly sympathetic. "Poor devil."

Batgirl nodded. "Yeah; the guy lost his whole family, just like…"

"Whatever his initial intentions were, Castle's become no better than the people he murders." Batman said firmly, his eyes narrowing. "Gotham will _not_ become his next war-zone."

Superman nodded. "We _won't_ let that happen."

"Perhaps we might apprehend them both more swiftly," Wonder Woman mused, "if we enlisted the aid of…"

"_No._"

Wonder Woman frowned. "Cyclops and Phoenix are both highly skilled..!"

"They're not trained for _this._" Batman countered flatly. "Not for Castle…and _certainly_ not for Joker."

Sensing the growing tension – the angry glint in Wonder Woman's eyes was a dead giveaway – Alfred cleared his throat. "Master Bruce, given that you do not currently possess any leads on the wherabouts of your quarries, perhaps a visit to the hospital is in order..?"

Batman nodded, as he rose from his seat, letting his cowl slide back, revealing the face of Bruce Wayne. "Robin and I will meet with Xavier at the hospital." he said, standing up.

"The rest of us will continue to sweep the city." Superman finished. "If either of those two make a move, we'll be on them." At that, Bruce simply nodded, before retreating to another corner of the Cave, to shed his costume and don the attire of a billionaire playboy, while Robin withdrew to another corner to do the same.

Wonder Woman suppressed a scream of rage. "That _insufferable..!_"

"Yeah, he's kind of an acquired taste." Superman agreed, as the two of them and Batgirl headed out of the Cave.

"I _hear_ you; it took me _ages_ to convince him just to let me _sidekick._" Batgirl added. "His whole 'my-way-or-the-highway' philosophy can get _old_ sometimes."

"Ahem."

Alfred's calm, reasonable voice caused all three of them to stop. "I do not wish to excuse Master Bruce's…_unusual_ social graces," he said, "but perhaps, for some of those that do not know him as well as perhaps I do, a bit of explanation is in order."

Wonder Woman frowned. "I do not wish to insult you, Mr. Pennyworth," she said, "but he _has_ to be the most _insensitive..!_"

Alfred's sad expression stopped her tirade in its tracks. "Perhaps if you knew his tale, Miss, you would understand." he replied softly. With that, he began to tell the three of them Bruce's story.

Superman already had the Reader's Digest version of events, as Batgirl likely did…but hearing it from someone who'd _been_ there was a different thing altogether.

XXXXXXXX

_Gotham General Hospital_

As the sun began to set over the Gotham General Hospital, Charles could only wait fretfully in the waiting room, sitting next to Jean, who was on the verge of being a nervous wreck. "Why hasn't anyone come and spoken to us?" Jean asked.

"I'm sure Scott's fine, Jean." Charles assured his young charge. "Batman got the anti-serum into him almost instantly after he was poisoned…"

"Then why is it taking this long?!" Jean cried. "If the anti-toxin worked, then why isn't Scott okay?!" Her eyes started to mist. "_God_…what kind of _monster_ is that…that _clown?!_"

For that, Charles had no answer; he'd thought that he could at least _try_ to treat the inmate that the Commissioner had mentioned…but the sheer _insanity_ radiating from the Joker had nearly _overwhelmed_ him…

"Charles?"

Turning, Charles smiled pleasantly as he saw Bruce, the son of his dearly departed friends, Thomas and Martha, walk into the waiting room, followed closely by Alfred, another dear friend, and a young man, only a bit younger than Jean, and around the same height, and of athletic frame, with short, dark hair and blue eyes, clad in a casual black suit. "Hello, Bruce." Charles greeted.

Bruce gave him a friendly hug. "We came as soon as we heard."

Charles nodded. "Jean, you remember Mr. Wayne, I trust?" he asked.

Jean paused. "From Lex's unveiling party?"

"That's me." Bruce said, smiling. He gestured to the younger man. "This is Richard Greyson, my adopted son."

Richard lightly smiled. "Call me Dick." he added. His expression turning sympathetic, he added, "Hey, I'm sure your friend'll pull through…"

"Indeed, Miss Grey; just keep a stiff upper lip." Alfred said.

"Thanks." Jean replied, managing a weary smile.

Charles blinked. "As much as I appreciate the visit, Bruce, how exactly did you find out we were here?"

Bruce's smile never faltered…which roused Charles' suspicions to no end. "I got a call from Commissioner Gordon." he answered. "After the incident with those robots, I asked him to keep an eye out for you and your students, and to notify me if you were ever in trouble."

Despite Bruce's words, that statement did not sit right with Charles…and only added to the suspicion that dwelled in him since Lex's little gala…even _before_ that…

"Professor Xavier?" the head physician stepped into the waiting room. "Mr. Summers is in stable condition; he should be waking up, any minute now."

Charles let out a relieved sigh. "Thank God." he said softly. Glancing to Jean, he couldn't help but smile at the relieved expression on _her_ face. "Why don't you go check on him, Jean?" he suggested, both to allow her to alleviate her fears…and to give him and Bruce a chance to converse.

As Jean hurried out of the waiting room, Charles looked to the Wayne heir. "Bruce, I heard a while ago that you were dating Elizabeth Vreeland's daughter, Veronica; how are things between the two of you?"

Bruce's smile became a bit forced. "Ronnie and I…we broke it off, a few months ago."

"Oh, I'm so sorry to hear that." Charles answered. "From what I remember, I believe that Elizabeth had her hopes set on you two becoming a nice couple…"

"Veronica and I just aren't right for each other." Bruce said.

"The same could be said for many of the other young ladies Master Bruce has seen, these past few years." Alfred lightly quipped, earning a half-annoyed smile from Bruce.

Charles chuckled. "Yes, you've certainly had the active social life."

"No kidding." Dick agreed with a chuckle.

Bruce grinned. "And what about you? Like handling over a dozen mutant _teenagers_ under one roof is easy?" he joked. "I'm surprised you haven't left to make sure that your Institute is still standing!"

"Some of my students may be…_spirited_, but I trust them." Charles answered, before his expression turned grave. "With the Punisher and the Joker on the loose, I'm sure that Scott and Jean will want to stay and assist Superman, Batman, and Wonder Woman."

Bruce's face fell. "Charles, I…I thought you would be heading home…"

"The Justice League are our _friends_, Bruce; we don't abandon our friends."

Bruce grinned. "Oh, I'm sure they can handle it…"

"Perhaps, but they may need some assistance."

Bruce's grin started to fade. "I'm not too sure that's a good idea, Charles; do you really think they can handle it?"

Charles' eyebrow arched. "Why wouldn't I?"

"Joker isn't like anything you've ever faced, before." Bruce answered. "I honestly don't know if they could deal with him."

Charles' earlier suspicions came back, full-force. "Bruce," Charles began, "up until three years ago, no-one had heard anything from you; you just _disappeared._ Where did you go?"

Bruce's grin faded, as he closed his eyes, the inquiry striking upon something he'd long kept buried. "Different places." he answered. "Dark places."

Charles looked stricken. "_Why?_"

"I had to understand."

"Understand _what?_"

Bruce flinched. "Why it happened."

Charles' expression filled with sympathy. "Bruce…"

"They didn't do anything wrong." Bruce said softly. "That man…he was just a coward with a gun…" Bruce's face hardened. "I had to understand how that could happen; how that could be _allowed_ to happen."

Charles' expression turned sad. "And did you find any answers?"

Quickly, Bruce's smile returned. "I'm here, aren't I?"

That was the final amen to Charles' suspicion. "I suppose you are," he answered, before finishing telepathically, '_Batman._'

Bruce's expression momentarily froze…before he laughed. '_What?_' he thought back. '_Me? Batman? Come on, Charles…_'

'_Oh, really?_' Charles thought, keeping their conversation private. '_Batman first appears less than a week after your return; the two of you are never seen in the same place at the same time…_'

'_Coincidence._' Bruce thought. '_None of that proves anything…_'

'_Perhaps not to anyone else,_' Charles admitted, '_but you're forgetting something, Bruce; I was there._'

Bruce blinked. "What?"

"I was there, Bruce; the day of your parents' funeral." Charles said. "Do you remember?"

Bruce was silent at that, allowing Charles' memories to take him back to that day of tragedy…

XXXXXXXX

_Wayne Manor, Gotham City, April 7, 1990_

_The clouds were dark over the stately Wayne Manor as the last of the funeral guests drove away, leaving only Charles Xavier in the living room, sharing a cup of tea with his old friend Alfred. "So, Charles, what will you do now?" Alfred asked, managing a weak smile. "Return to that Institute of yours, I trust?"_

_Charles nodded, sipping his tea. "There's still much to do." he answered. "Cerebro may be operational, but I still need instructors…and then I have to find mutants willing to attend…"_

"_You'll find a way, Charles." Alfred assured him. "Thomas knew you'd do it, sooner or later." His sadness returned. "I think he might have wanted to be the Institute's physician, after he retired…"_

_They were both silent for a moment. "How is Bruce doing?" Charles asked finally. "Has he said anything?"_

"_Not a word; not since it happened." Alfred said. "They were both gunned down, Charles; right in front of his eyes."_

_Charles closed his eyes at that. "The poor child…"_

"_Even four days later, he hasn't spoken." Alfred continued. "Thomas and Martha named me his guardian, Charles…but I honestly don't know if there's anything I can do…"_

_Charles nodded sadly. "Perhaps I could talk to him?" he suggested. "Is he in his room?"_

"_No; he's likely still in front of their graves." Alfred answered. "He hasn't moved from that spot since the ceremony." Nodding, Charles finished his tea, before rolling his wheelchair away, towards the back garden._

_Emerging into the garden, Charles rolled through the elaborate hedge-maze, before coming to the open plot, where the graves on his two dear friends lay…and where the little 8-year-old boy stood in front of them, in his formal black suit._

_Bruce hadn't seemed to notice him, Charles observed, although, given the unresponsive state the boy had been in since the loss of his parents, it was possible that Bruce didn't care. Glancing to the darkening sky, Charles decided to ask Bruce to come inside, before it started to rain…_

"_Why?"_

_Bruce's voice startled him, as did his question; Charles momentarily panicked…there was no answer he had for the boy that would be enough for him…_

"_Why?!" Bruce demanded again, looking up at the sky, clearly indicating that his inquiry hadn't been meant for Charles. "Why did he get away?! He's not __**supposed**__ to get away!!"_

_Charles' heart nearly broke at Bruce's tone, so filled with despair…_

…_but the despair quickly turned to __**rage.**__ "Why didn't anyone __**stop**__ him?!" Bruce roared at the sky. "Why?! Why didn't anyone help?! Why couldn't anyone stop him?! He got away!!"_

_Slowly, droplets of rain began to fall from the sky…until it was __**pouring**__…but Bruce didn't seem to care._

_Suppressing a sniffle, the young Wayne heir continued. "If…If no-one else can do it…" he whimpered, "…if nobody else will stop them…then…then…"_

_Bruce's rage returned. "…then __**I'LL**__ DO IT!!" he exploded. "I'll hunt them down!! __**I'll**__ stop them, if nobody else will!! I'll learn how to fight them!! I'll learn how to stop them!! I'll never rest!! I'll never stop, not until __**everyone**__ is safe!! This won't __**EVER**__ happen again!!"_

_Charles was shocked to silence at the force of the boy's vow…as he slowly inched his wheelchair away, letting Bruce finish…_

_Thunder cracked as Bruce raged, tears of anger flowing down his face. "I'll learn how to terrify the bad men!! I'll make them __**pay**__ for what they did!! I'll scare them so badly they'll never even __**think**__ of pulling a gun, __**ever**__ again!! This will __**never**__ happen to anybody ever again!! I swear!! I SWEAR!! __**I SWEAR!!**__"_

_All Charles could do was watch…as the innocent Bruce Wayne vanished before his eyes…and was replaced by something else…._

XXXXXXXX

Charles' eyes opened as he recalled that day; that vow…that young voice so filled with rage…

Even after eighteen years, it still haunted him.

Looking up, Charles saw that Bruce had lowered his gaze. '_Do you remember, Bruce?_' he asked telepathically.

"_I remember._"

Charles gasped at the sound of that voice, growling like a feral beast, a demon that had clawed its way out of _hell_, echoing from Bruce, who slowly looked up…

His features hadn't changed…but this was _not_ the same young man as before. He stood taller, looming over Charles like a thundercloud, his eyes narrowed in a frigid glare, his features taut, his entire body ready for action, ready to dispense justice.

Batman wasn't the cowl; it was the raging force inside him.

"Uh, boy." Dick murmured, as Alfred looked grim, before they both moved to the two exits, making sure no-one walked in on them.

Charles' expression turned sad. "I had thought that Thomas and Martha's passing was a tragedy," he said softly, "but there was a _third_ tragedy, that day, wasn't there?"

The nightmare figure that wore Bruce's face nodded. "I can't do what needs to be done as Bruce Wayne."

"And what needs to be done?" Charles asked.

Batman's face hardened. "What happened to me will _never_ happen to anyone else ever again. _Ever._" he vowed. "I had to become…more than a man."

"But at what _cost_, Bruce..?"

"At _any_ cost." Batman answered. "The Mission comes first. _Always._"

Charles was about to reply, when a beeping suddenly began to resonate from Bruce's pocket; taking out a small electronic device, Batman looked at it…and then walked over to the nearby television set, switching it on…

Joker's hideous visage grinned out at them from the TV. "_Hidey-ho, Gotham!_" Joker laughed. "_I'm sure you all know by now the little game Batsy and I have been playing, over the years…but lately, Bat-Boy's found some new friends to play with…_" he sniffed, "_…leaving me all alone…_"

A chorus of "_Awwww…_" echoed in the background.

"_But, hey! I'm all for turning my frown upside-down, Gotham; if Batso won't come out to play, I'll just find a new playmate!_" Joker guffawed. "_And you know what the Good Book says: 'ask and ye shall receive'! No sooner do I get out, lo and behold, Frankie Castle shows up on my doorstep!_"

A chorus of "_Booo…_" echoed.

"_Shaddap!!_" Joker snapped…before pausing. "_Ahem…now I know Franko's been getting a bad rap, but the guy's not all bad; sure, he's a psychotic serial-killer, but he also has a nice singing-voice! I say we should give the guy a good old-fashioned Gotham welcome!_"

Joker's smile turned evil. "_How about it, Frankie-boy? If you wanna play, be my __**guest**__. I'm sure a smart guy like you can figure out how to find me._" He cackled insanely. "_And if you're listening, Boopsie, there's no need to feel left out; you're __**more**__ than welcome to join in the laughs! Between all of us, we'll have __**such**__ fun. Toodles!_"

As soon as the Joker's broadcast ended, Dick and Alfred came back in. "Bruce…" Dick began.

"I traced the signal; Joker's broadcasting from Cobblepot's Bric-a-Brac, one of Penguin's dummy-companies." Batman said.

Alfred arched an eyebrow. "Odd."

"Regardless, after _that_, Castle will be going after him for _sure._" Batman said.

"We'd better let the others know." Dick added.

"Chances are, they already know." Turning back to Charles, Bruce resumed his friendly persona. "It was nice seeing you again, Charles." he added. "Have a safe trip home." With that, he and Dick headed out.

Only Alfred lingered for a moment, as Charles turned a mournful gaze on his old friend. "How do you handle that, Alfred?" Charles asked softly.

Alfred smiled sadly. "The same way _you_ handle your students, Charles." he answered. "It _was_ good to see you, again." With that, he turned, and walked away, leaving Charles with his thoughts.

XXXXXXXX

It had been several minutes, ad Jean _still_ hadn't found Scott's room.

As she walked, she allowed her mental shields to relax, a bit; after keeping them up full-strength for the better part of the day, she was a bit tired…

'_I can't believe it; the __**Punisher**__ is here…_'

'_First Batman, now __**that**__ murdering lunatic…what's this city coming to..?_'

Jean frowned to herself, as she felt stray thoughts start to filter in; she'd have to put her barriers up a bit more…but one more thought froze that idea in its tracks.

'_With that Joker lunatic practically __**daring**__ Castle to come after him, Gotham'll be a bloodbath before the week's out…_'

Jean suppressed a horrified gasp as she got the full extent of that thought, realizing what Joker planned to _do..!_

Reaching out with her telepathy, Jean quickly found Scott, alive and well, and hurried to his room…where she found him sitting on the edge of his bed, getting dressed. "Hey, Jean."

"Scott?!" Jean exclaimed. "What are you..?"

"I heard laughing-boy's little announcement, too." Scott answered, gesturing to the TV hanging in front of his bed. "We keep spare uniforms in the X-Van, right?"

Jean was momentarily silent. "Scott, you are in _no_ condition to..!"

"Joker and the Punisher are planning on turning Gotham into a war-zone." Scott said firmly. "I'm not planning on letting that happen, anytime soon."

Jean was momentarily stricken with worry…but a quick PSI-link with her sweetie told her that he wasn't budging on this. Slowly, she smiled. "We'd better go tell the Professor, then."

Scott smiled back. "I suppose _someone_ has to sign me out of here." With that, they headed out, to find their mentor.

XXXXXXXX

_Cobblepot's Bric-a-Brac HQ_

As the setting sun cast its shadows over the main warehouse of Cobblebot's Bric-a-Brac, one of his 'legitimate' export companies, Oswald "the Penguin" Cobblepot, 26, short and of wide frame, like the flightless birds he'd named himself after, with thin, reddish hair, blue eyes, and a pointy, beak-like nose, and claw-like hands, in his usual too-long tuxedo jacket, matching the rest of his attire, smiled to himself as the rest of his goons loaded their 'merchandise' for shipping, with his twin Kabuki bodyguards flanking him.

The past week had been a good one; with the Bat busy with that new team of his, he'd managed to fly _under_ the Dark Knight's radar, for once. Now, all he had to do was ship this stuff out without that cowl-clad freak catching on…

Suddenly, the wall behind him _exploded_, sending numerous crates and workers _flying_; by sheer reflex, Penguin's bodyguards shed their formal attire, revealing their red bodysuit-clad forms, their hands replaced by lethal claws, with only their masks left from their formal wear. As Penguin reached for one of his customized umbrellas, he managed to see out through the hole in the wall; he could see a large, black van, shining its lights into the warehouse…with a single individual, wearing a black trenchcoat, standing in front of it.

Penguin's eyes narrowed. "_Get him!!_" he shouted, as he aimed his umbrella at the intruder, firing a constant stream of fire from its central spike, as his bodyguards leapt at him.

The intruder darted away from the flame-stream, before drawing a knife and throwing it with deadly accuracy, slicing into Penguin's umbrella, shorting it out, seconds before the Kabuki twins closed on him; as the first sliced at him with her claws, the stranger ducked under her initial swipe, before punching her in the mask, and then grabbing her arm and tossing her into the other. Spotting several of Penguin's thugs charging, he drew an automatic and cut them down in a spray of bullets.

Penguin froze. '_No way this is Bat-Jerk; he __**hates**__ guns…_' he thought, '_…but…then that means..!_'

With the thugs dispatched, the intruder stalked towards Penguin, stepping into the light…revealing the menacing skull-crest.

Fighting panic, Oswald reached for another umbrella, but the Punisher reached him first, kicking it away, before grabbing Oswald by the collar and lifting him up, putting the barrel of his gun to Oswald's forehead. "M-M-Mr. Castle!" Penguin stammered, managing a weak smile. "W-What a surprise! How c-can I help y-you?"

The Punisher glared at him. "Where is he?"

Penguin gulped. "W-Who?"

"The _Joker_, Cobblepot!!" the Punisher roared.

Penguin blinked. "The _clown??_" he asked, incredulous. "Terrorizing a circus? Gassing a comedy show? How the hell should _I_ know?"

The Punisher thumbed back the hammer of his gun. "_Wrong answer_, bird-boy. I _know_ he's here, so you'd better start talking." His eyes narrowed. "It could mean the difference between 'quick and painless' or 'night-long agony'."

Penguin gulped. "Look, Castle…I _get_ it; you want the clown dead, and who _doesn't?_ I can't think of _anyone_ who actually _likes_ that laughing nut-job…except maybe that loon Quinn…plus, Clowny's been trying to muscle in on my turf ever since Fisk packed up; I want him dead just as much as _anybody!_"

"_Good._" Castle growled. "Then start talking."

Penguin grimaced. "I don't know!! I swear to God..!!"

The Punisher glared at him. "Too bad, bird-boy." he snarled. "Then I don't have any problem _offing_ your ass; as far as I'm concerned, you're just another dead criminal _scumbag._" With that, he reached for the trigger. "Say good-bye."

"_Good-bye._"

The sandpaper-on-glass voice echoed through the shadows seconds before the whirling Batarang knocked the weapon out of the Punisher's hands. Snarling, the Punisher drew another automatic, dropping Penguin, before spinning around and opening fire on the shadowed corner where the Batarang had spun back into, forcing Batman to dart out of the way, evading every shot.

Penguin saw _red_. "I should've _known_ you were behind this, Bat-Jerk!!" he shouted, motioning to his bodyguards, who leapt at the Dark Knight…

…and were instantly intercepted by Robin and Batgirl, who leapt down from the rafters and knocked the Kabuki twins away with flying-kicks, giving Batman the opportunity he needed; the Dark Knight rolled under the Punisher's shots, and slammed Castle in the solar plexus with a punch, doubling him over, following with an uppercut, which sent Castle flying.

Before Batman could press the advantage, the sound of a whirring rotor-blade filled the air, as Penguin came at him with a mechanized umbrella. "Thought you could sic your pal Castle on me, eh, Bats?!" Penguin snapped, swinging the spinning blade at him. "_Not today!!_"

His eyes narrowing, Batman threw a shuriken at Penguin's umbrella, striking the central axle of the blade, causing it to fall apart. Before Penguin could react, Batman grabbed him by the collar and lifted him up to his eye-level. "In case you haven't noticed, Cobblepot," he growled, "we're _trying_ to save your _life._"

Penguin blinked. "_Seriously??_"

As the Punisher got back on his feet, he reached for his grenade-belt…but before he could draw a weapon, a sonic-boom shook the air, as Superman burst through the wall, followed by Wonder Woman. Spotting castle, Superman unleashed a blast of gale-breath, sending Punisher flying once more. Castle tried again to draw a grenade, but Wonder Woman snagged it with her lasso and tossed it away before he could pull the pin. "It's over, Castle." Superman said. "We're taking you in."

Frank scowled as he got to his feet. "Real 'heroic,' Boy Scout." he sneered. "Drop the hammer on _me_ while bird-boy _walks._"

"Oh, he _won't_ be 'walking,' Castle." Wonder Woman said. "Rest assured, now that we're here, if that horrid little man has anything to hide, we'll _find_ it."

Penguin scowled. "I was better off with _Castle…_" he grumbled.

"You _know_ he'll just be back on the street in a _week._" Punisher snapped. "For someone out to 'change the world,' you don't know much about how it _works_; there's only _one_ thing these animals understand." With that, he drew a remote-control from his pocket.

"_This._"

And with that, he thumbed down the trigger.

Instantly, twin rocket-launchers popped up from the top of Castle's van, before opening fire on the warehouse.

As the twin missiles lanced towards the warehouse, Superman fired his eye-rays, piercing one missile, fusing its detonator and rendering it inert…but before he could get the other one, it impacted Cobblepot's crates, erupting in an impressive blast, spreading flames throughout the warehouse.

"Everyone, _clear out!!_" Batman ordered, this place is going to _blow!!_" With that, he, Robin, Batgirl, Superman and Wonder Woman hurried out of the warehouse, while Penguin and his bodyguards made a break for it, along with the rest of his workers.

By the time they had all made it to a safe distance, the Punisher had already escaped, and Penguin's warehouse had gone up in flames. As Penguin looked forlornly at his torched company, Superman glanced to Batman. "Joker's not here; I scanned the place with my X-Ray vision before coming in – no sign of him."

Batman nodded. "There wasn't any broadcasting equipment nearby, either; he must have a mobile transmitter."

Wonder Woman blinked. "Then what was the purpose of luring Castle here? It makes no sense…"

"It makes _perfect_ sense." Batman corrected. "Ever since the Kingpin pulled his operations out of Gotham, other gangs have been trying to fill the power-vacuum. Joker's _goading_ Castle into attacking _his_ competitors; after Castle wipes out every other criminal in his way…"

"…Joker wins by _default._" Robin finished.

"Okay, so we know _why_ clown-boy's egging skull-boy on," Batgirl said, "so what do we _do_ about it?"

"We catch Joker in the act; we wait until he makes a broadcast, move in and nab him, and then wait for Castle." Superman said.

"Agreed." Batman replied. "Let's move."

"_Hold it!!_" Penguin shouted. "That's _it?!_ That psycho shot up my _business_, and you're just going to _leave_ it at _that_ while you..?!"

Batman skewered Penguin with a glare. "Don't _bother_ with the innocent-victim routine, Cobblepot; we all _know_ what you were doing here. The only reason you're not in cuffs right now is because Castle shot up the evidence." he snarled. "If you're expecting pity, don't hold your breath; as far as I'm concerned, you're just another _criminal._"

Penguin frowned. "That's what _he_ said, too." he snapped. "I'm surprised you _weren't_ working with Castle, Bats; from the looks of it, you two'd be _great_ pals…'cause he's just like _you._"

Batman's glare never faltered…but Wonder Woman's expression became sympathetic as she heard that. "We're leaving." Batman said. With that, he turned to go.

"I don't think so, Bat-_Jerk._" Penguin sneered, taking out his last umbrella, as his bodyguards and thugs prepared to attack. "I think you _owe_ me one…and right now, I'm gonna..!"

But Penguin paused, his expression glazing over. "I'm gonna…I think I'm just gonna head home." Penguin mumbled. With that, he turned and walked away, as his thugs and bodyguards paused, confused, before they turned around and followed him.

Batgirl blinked. "Uh…okay…what was _that_ about??"

Superman chuckled. "I think Phoenix would know," he said, "right, Jean?"

At that, Cyclops and Phoenix, in uniform stepped out of the shadows. "We figured you could use some backup." Cyclops said.

Batman's eyes narrowed. "I thought I had made myself _clear._" he growled.

"You _did._" Phoenix answered. "Now let _us_ be clear: we're _not_ leaving."

"Whatever Joker and Castle can throw at us, we can handle it just as well as you can." Cyclops added. "We've faced lunatics before…"

Batman's glare silenced them. "_Have_ you?" he challenged. "Then you understand that, with Joker, you'll be facing an individual with no sense of empathy or compassion _whatsoever_; you understand that Joker kills not to gain wealth or publicity, or for any political goal…but simply because he _likes_ it." His eyes narrowed. "Joker is like _nothing_ you have faced before; his mind doesn't follow the same rules that a normal mind does – he is _chaos_, plain and simple."

"In his own way, the Punisher is just as psychotic." Batman continued. "His mind is completely focused on accomplishing his goal, by _any_ means necessary. He is unable to appreciate the difference between right and wrong; by his logic, the murder of criminals is completely justifiable…and collateral damage is perfectly acceptable."

Phoenix's eyes narrowed. "Sounds like you two have a lot in common."

Just then, Superman spoke up. "In case anyone's interested, Joker's broadcasting, again."

Batman spun around. "_Where?_"

Superman closed his eyes, listening carefully. "Northeast Gotham, in the industrial district!"

"Uh, boy." Robin said. "That's where Mask usually runs his arms deals…and word is, he was supposed to be running a big one, soon…"

"Who?" Cyclops asked.

"Black Mask, the leader of one of the larger crime-families in Gotham." Batgirl explained. "I hate to say it, Big Bat, but we may actually _need_ some extra help on this one…"

Batman scowled; if the Punisher went after Black Mask, then Mask would undoubtedly retaliate, and if he had heavy weapons at his disposal…

Batman turned to Cyclops and Phoenix. "We do this _my_ way." he ordered. "_Understood?_"

Cyclops nodded grimly. "You're the expert."

Batman turned to Superman and Wonder Woman. "You two intercept Castle before he reaches Mask's hideout. I have all the fastest routes from here to northeast Gotham uploaded to your communicators by Bat-Wave."

"Understood." Superman agreed.

To Robin and Batgirl, he added, "You two take Cyclops and Phoenix to Mask's hideout, and neutralize his weapons; if Castle _does_ reach his objective, I don't want it turning into a firefight. Incapacitate Mask and his goons if possible, but the weapons are a priority."

Robin nodded. "You guys up for it?"

"I think so." Cyclops replied.

"As soon as Joker finishes his broadcast, he'll undoubtedly flee." Batman finished. "I'll make sure he _doesn't_ get away."

"We got here via the X-Van." Cyclops said. "After dropping us at Mask's hideout, you're welcome to…"

"No need." Batman replied, tapping a button on his utility belt. "I brought my _own._"

At that, Cyclops arched an eyebrow, but before he could ask what Batman meant by that, the sound of a powerful engine cut the air…as a long, sleek, jet-black, dark-blue-edged, fully customized super-car drove up alongside Batman, coming to a _perfect_ stop beside him. The car's canopy slid back, allowing the Dark Knight to hop into the driver's seat. "Get moving." Batman instructed, before the canopy slid back up, as the car's engine whirred to life, thrust blazing from the car's diamond-shaped rear exhaust, as it took off into the night.

Cyclops could only stare after the car, his expression a mix of awe…and _envy._ "I _gotta_ get me one of _those…_"

Superman chuckled. "Wait for your birthday, Slim." he said, before his expression turned serious. "Let's get to _work._"

XXXXXXXX

After pulling out from Cobblepot's warehouse, Frank had only driven a short distance before his battle-van's radio intercepted Joker's transmission, quickly tracing it to its source: a known hideout for the gang-leader known as Black Mask.

'_This is starting to look fishy._' Frank thought grimly. The damn clown sounded like he _wanted_ to face him…but by the time he got there, laughing-boy was gone…

'_He's settin' me up._' Frank thought, his eyes narrowing. '_Big mistake, Smiley._'

Joker wanted to play games? Well, that was just fine by _him_; if he could get the opportunity to _waste_ a few more of the bigger scumbags in this bent town before _stomping_ the clown, he didn't mind one _bit._

As he drove, he spared a glance to the photo of his wife, Maria, and his son and daughter, Frank Jr. and Lisa, that he kept on his dashboard…his face lifting into one of his rare smiles as he did.

Not for the first time, Frank wondered if what he was doing was the _right_ thing; _was_ this what they would want..?

Quickly shaking his head, Frank returned himself to the moment. It was too late to think about that now; he'd started this, and he wouldn't stop until _every_ criminal scumbag on Earth was rotting in _hell._

He could sort out his _own_ soul _later._

By then, Frank had driven onto an elevated highway a few blocks away from his target; he was just minutes away…

Suddenly, a sonic boom shook the air.

"_Crap._"

Seconds after Frank's expletive, a red-and-blue blur darted ahead of the van…as the vehicle ground to a halt, its wheels spinning, burning rubber…as the engine was unable to overcome the force of the hands pushing against the hood.

As he held the van in place, Superman glared at Frank through the windshield. "You _have_ to stop this, Castle!" the kid shouted. "Joker is _using_ you!"

'_Can't this kid take a __**hint?**_' Frank thought, as he drew his semi-automatic revolver. "I _know!_" the Punisher spat, as he opened fire with perfect aim, hitting the little punk right in the forehead…which bounced off, only causing a look of irritation to cross his face…but it distracted him long enough for Frank to bring out the _heavy_ artillery.

As he armed the van's rocket-launchers, the weapons rose out of the van's roof, opening fire, blasting Superman, knocking him away from the van, allowing Frank to drive on, trying to regain control, as his vehicle swerved from the shift in momentum. Frank tried to retract the launchers, but he was too late, as Wonder Woman flew towards the van from behind, snagging them with her lasso and tearing them off.

Leaning out the window, Frank fired a few rounds to get her to back off, but Wonder Woman blocked the shots with her armlets. Just then, Frank felt the van shudder as Superman flew alongside it, blowing out one tire with his eye-rays; as the van started to slow down, unbalanced, Frank knew that he wasn't going to reach the target-zone as it was…

…not unless he _improvised._

Checking the map on the van's computer-screen, Frank saw that the turn-off to exit the highway was too far away…but there was a turn in the highway coming up that was right _next_ to the target.

_Perfect._

As Superman blew out _another_ tire, Frank rapidly typed a series of commands into the computer-system he'd MacGyvered into the van, before entering them.

_Initiating Protection Program._

At once, the system began uploading all the intel he'd acquired since coming to Gotham back to his home base, before systematically deleting _everything_ from the onboard system, making sure that _nothing_ could be traced from the wreckage.

_Protection Program initiated: one minute to self-destruct._

With the files erased and the auto-destruct set, Frank swerved the van towards the curve, going _over_ the edge…sending it falling towards the target.

As the van fell, with Superman and Wonder Woman diving after it, Frank tucked the photo of his family into his pocket, before he scrambled into the back of the van, gathering all the weapons he could, before blowing open the side-door and _leaping_ out into the open air…as the timer kept counting down…

XXXXXXXX

Shortly after Joker's message had been delivered across Gotham's air-waves, a lone ice-cream truck slowly drove away from the warehouse where Black Mask was conducting his deal, its unassuming jingle playing, as the ceramic ice-cream-cone on top spun slowly…concealing the high-tech satellite dish that Joker had used to broadcast his challenge.

Inside the truck, as Punch drove away, with Judy on lookout, Joker let loose a laugh. "Oh, what I wouldn't _give_ to see the look on Mask's face!"

"I know, Puddin'!" Harley cooed, as she lay curled up in his lap. "Who else are we gonna prank, tonight?"

Joker grinned. "You know, I think Thorne's boys could use some laughs..!"

"Uh, boss?" Judy piped up. "We got trouble..!"

Scowling, Joker glanced at the rear-view mirror…and saw the image of the Batmobile, closing on them fast. "So, Batsy wants to play, eh?" Joker cackled. "_Lose_ him!!"

At that, Punch swerved into a wide turn to the left; with expert maneuvering, Batman gave chase, staying on the ice-cream truck's tail. As soon as he was in range, Batman fired the Batmobile's twin forward grapnel-launchers; the twin cables lanced out and caught the truck's rear bumper, before pulling taut, as the Batmobile began to decelerate, becoming a drag on the truck's momentum. Quickly engaging the autopilot, Batman dropped the canopy, before firing his grapnel-launcher and pulling himself onto the truck's roof.

As Batman landed on the truck's roof, Punch swerved to the left, almost causing Batman to slide off, but the Dark Knight held on. Quickly getting back on his feet, Batman saw Judy climb onto the roof; as the burly clown swung at him, Batman ducked under his attack, and unleashed a left jab into his armpit, dislocating his shoulder, before grabbing the stunned clown and tossing him into a nearby trash dumpster as they passed by it.

Before Batman could react, Joker – after climbing onto the roof from the side door – caught him in a choke-hold from behind. "So glad you could come out to play, Batsy!" he cackled. "It's been so _boring_, lately, since you've found _new_ friends to play with..!"

He was cut off as Batman pulled his head forward, and then snapped it back, smashing Joker's nose and breaking his grip, as Punch swerved again to the left, causing them _both_ to stumble. "Punch, you idiot!!" Joker roared.

But by then, Batman had an idea; pulling a handful of mini-explosives from his belt, he tossed the small charges down at the truck's wheels, blowing out several of them, before leaping off the roof and back into the Batmobile, closing the canopy and retracting the grapnels, as he promptly slowed his vehicle…while the Joker's truck swerved out of control, heading right for Black Mask's hideout.

By then, Joker had _also_ noticed where they were heading. "_Uh-oh._" he muttered…seconds before the truck crashed through the fencing…

XXXXXXXX

_A few minutes earlier_

After parking the X-Van in an alley near the warehouse, Cyclops and Phoenix met Robin and Batgirl on a rooftop overlooking the warehouse. As they surveyed the warehouse, they spotted numerous thugs in the shipping-yard below, moving numerous crates out of transport trucks and onto loading-carts, with the entire operation being directed by a single man, tall and well-built, in a black business suit…with a menacing, full, black face-mask over his face. "Is that him?" Cyclops asked.

"Yep; that's Mask." Robin confirmed. "Looks like he's moving enough hardware for an _army._"

Batgirl grimaced. "Knowing Mask, I'm not surprised." she agreed. "It looks like they're moving incendiaries, now…hey, Red, you think you can set 'em off?"

Phoenix nodded. "I think so."

"Good." Robin said. "That should take care of most of the stuff they've unloaded, but there's probably still a good bit in the truck. Think you can take care of that, Shades?"

"No problem."

"Okay, then; we'll cover you." Robin finished. "Let's _move._" With that, the four of them sprang into action.

In the shipping yard, several thugs were on patrol while the others moved the hardware out of the truck; as one passed by a darkened alley, he froze as he heard _something_…

He never even had a chance to cry out as an invisible force yanked him into the shadows, silencing him completely.

As another patrolling crook turned around, he noticed that his pal was missing. "Mack?" he called out…but there was no answer.

The others took notice of that, as well…including Black Mask. "What is it, Breen?"

"It's Mack, boss; he's gone." Breen reported.

Mask scowled. "Mack, I told you to bring _everyone, _for this job; if he's bailed..!"

"N-No, sir! He was here; I saw him just a second ago!" Breen defended. "He's gotta be here; he couldn't've just..!"

But he was cut off as the street-lights illuminating the yard suddenly shattered, coating the yard in darkness.

The dark, coupled with the sudden start, was more than enough to spook Mask's crew. "Oh God…it's _Him…_"

"_Shut up!!_" Black Mask roared. "I don't want to hear _any_ mention of the Bat!"

Breen gulped. "Th-The b-boss' right; we've got enough firepower to take the Bat…"

"But what if it _ain't_ the Bat?! What if it's the _Punisher?!_ I _heard_ he was seen around here, man!" another thug cried. "Have we got enough to take _him?!_"

At that notion, every crook in the yard shuddered in fear…remaining oblivious to the two shadows darting out of the alley towards their shipment…seconds before the pins of every grenade in the last load spontaneously popped out on their own.

Black Mask's face twisted in rage. "I don't give a _rat's ass_ who shows up!! If _anybody_ tries anything, we fill 'em full of _lead..!_"

Suddenly, the load of grenades exploded in a massive blast, destroying more than half of the crates that had already been unloaded and sending Mask's crew into frightened panic. "_Get to the truck!!_" Mask shouted; at once, several thugs ran for the truck…but a powerful red beam of pure _force_ lanced into it, blasting it apart, causing the crooks to flee…as a shadow darted towards them at blistering speed, moving amongst them like a fish through water, with only the sounds of his staff striking flesh and bone and the screams of the crooks the only markers of his passing.

In the flickering light of the fires, three more crooks caught sight of Robin's attack, and took aim in his direction…but their attack was spoiled as Batgirl leapt out of the shadows, flinging a cluster of shuriken at them, causing them to scream as the throwing-stars bit into their wrists, forcing them to drop their weapons and distracting them long enough for Batgirl to slam two with a split-kick, and take down the third with a jujitsu lock.

As four more thugs, armed with chains and crowbars, rushed at Batgirl, a sudden pulse of psychic force stopped them, knocking the weapons from their hands, seconds before Cyclops followed Phoenix's attack with a rapid barrage of optic-blasts, taking down each and every thug with the speed and accuracy of a professional gunslinger.

With Mask's thugs on the run, Robin turned as two of the gutsier goons came at him with crowbars, easily blocking the attack of one with his staff, before parrying it and whirling the motion into a spin-kick, knocking one into the other and taking them both out. As he retracted his staff, Robin was blindsided as Black Mask caught him in a choke-hold from behind. "So, the Bat sent his _brat_ to do his dirty-work, huh? He didn't have the stones to do it _himself?_" Black Mask sneered. "Well, when I send your carcas back to him, Bird-Brat, maybe he'll think _twice_ before messing with my business!" His tone turned icy. "Any last words?"

Robin didn't flinch. "Yeah: _van._" At that, Black Mask paused, confused…until he saw the falling form of Punisher's battle-van crash into his already-wrecked shipment of weapons, exploding in an impressive blast…seconds before an ice-cream truck crashed through the side-fences, flipping onto its side, and depositing the Joker and his crew onto the ground.

The Joker groaned piteously. "For once, I'm stuck without a punch-line."

Black Mask blinked…and then snarled in fury, as he dropped Robin and stormed towards Joker. "I don't know _how_, clown, but I _know_ that _you_ had something to do with this..!" He reached for his gun…

…but before he could draw it, a golden rope looped over him, as Wonder Woman snagged him with her lasso, before she tossed the other end to Superman, who quickly hog-tied the gang-leader at super-speed. "Sorry, Mask," Superman said, "but you're going to have to ask Joker about this in _prison._"

Slowly, Joker got to his feet. "Time to take _my_ show on the _road._" he whispered to himself, as he started to slip away…only to bump right into the bruised form of the Punisher. "F-Frankie!" Joker stammered. "G-Good to see ya! Don't mind me..!"

But Joker was cut off as the Punisher grabbed him by the collar and lifted him up, before putting his gun to Joker's forehead. "No more games, clown." he snarled.

As a bruised Harley regained consciousness, she saw Joker in the Punisher's grip. "P-Puddin'?!"

"Let him go, Castle." Superman said. "It's over."

"_Don't_ try anything, Boy Scout!!" the Punisher roared, his grip tightening on the trigger. "I can pop this scumbag before even _you_ can stop me..!"

"_Castle._"

Turning, the Punisher saw the soulless white eyes of the Batman glaring at him from the shadows from where he'd parked the Batmobile. "Put him down."

The Punisher just laughed, a harsh, humourless chuckle. "You know, Bats, I'm actually _glad_ you're here, this time; you can clear something up for me." Frank growled. "_Explain_ to me why – in God's _name_, _why_ – is this piece of _shit_ still _alive?_ _Explain_ to me why he deserves to be _breathing._"

Joker just laughed. "_Oooohhh_, that _is_ the million-dollar question, eh, Batsy?"

Batman's eyes narrowed. "That isn't for _either_ of us to decide, Castle."

"Well, _someone_ sure as hell has to!"

Joker just cackled. "But ain't you heard, Frankie?" he said. "I'm _sick_; that's why old Chuckie X and his brats came down here; I need _help…_"

"_Bullshit_, clown; don't try that sob-story with _me._" Frank spat, causing Joker's smile to waver. "That sad excuse is likely why you haven't gotten the death-penalty, because it's just an _excuse_ for every single evil, sick thing you've ever _done_…but _I_ know the _truth_."

"Yeah, you're crazy, laughing-boy…but you ain't _that_ crazy."

At that, Joker's smile imploded into a full _scowl._

Frank just laughed. "Hey, Bats, get a camera; I just wiped the smile off the Joker's face!"

Batman's eyes narrowed. "Put him _down._"

"_Why_, Bats? Why _shouldn't _I just do humanity a _favour_ and _off_ this little shit?" the Punisher snapped. "For that matter, why haven't _you_ done it? Is it because you ain't got the _guts_, Bats? Is _that_ it? Is it just too _hard_ for you to rid the _world_ of this scumbag?!"

Batman was silent for a moment. "Oh, _no_, Castle; oh, God Almighty, _no._"

"It's too _easy._"

That statement made the Punisher pause. "Ever since I first _encountered_ Joker, all I wanted to do was spend several _months_ doing to _him_ what he's done to _countless_ innocent people." Batman growled. "All I wanted to do was put him through the most _horrible_ kinds of torture, make him _beg_ for death…and then send him off to _hell._"

Joker just giggled. "Aww…and here I thought you didn't feel the same way…"

Batman's voice became softer. "But if I do that…if I go down that path…I'll never come back." he whispered. His voice turned hard. "I will _fight_ evil; I will do everything in my power to _stop_ it…but I will _not __**become**_ it."

The Punisher just looked at him. "News flash, Bats; there's only _one_ way to fight fire." he snarled. "And that's _with_ fire." And with that, his finger tightened on the trigger…

Batman's arm moved almost too fast to be _seen_, as he threw a shuriken with blinding speed; the blade _whooshed_ past Castle's ear, startling him…before it ricocheted off the nearby warehouse wall to _bury_ itself in the Punisher's shoulder, grazing an _especially_ large nerve-cluster, causing Frank to _howl_ in pain as his grip went limp.

Joker saw his chance; he broke free from the Punisher's grip, and ran for all he was worth. Phoenix readied a TK-pulse to stop him, but she was tackled from behind by a screeching Harley. "_Don't you touch my Puddin'!!_"

Her eyes glowing with psychic flame, Phoenix had had _enough._ With a single TK-pulse, she pushed Harley away, before turning to face her. "Quinn," she hissed, a flaming corona surrounding her as she spoke, "_get a GRIP!!_"

And with that screech, her corona turned into a massive firebird – her _namesake_ – before it washed over the screaming Harley, as the psychic flame knocked her out cold.

As the Joker made a break for it, Cyclops took aim, and _blasted_ him with an optic-beam, sending him sprawling. Cyclops quickly closed on him, but as he did, Joker did a handspring, slamming Cyclops with a double-heel strike. "So, kiddo, you want an _encore_, eh?" Joker snarled. With that, he swung at Cyclops, who blocked the punch and twisted it into a lock, but Joker head-butted him, knocking him down, before he pounced on Cyclops, ripping off his visor, forcing Scott to shut his eyes, before grabbing his throat. "Let's see you laugh it up _without_ those beams of yours, boy!!"

"Joke's on _you_, clown." Scott choked out. "The beams don't come from my visor."

With that, he opened his eyes the _tiniest_ crack, as red light started to leak out…turning Joker's expression to one of utter _horror._

"They come from _me!!_"

And with that, Cyclops _blasted_ the Joker off of him, sending him sprawling. As the Joker struggled to get up, he froze, as an all-too-familiar shadow fell over him, before he looked up…in time to see Batman's fist connect solidly with his jaw, sending him flying yet again, to land hard on the ground.

Cyclops chuckled. "Now _that's_ a punch-line."

As he lay on the ground, Joker scowled. "Oh, har dee har har."

Turning around, Batman's eyes narrowed as he looked to where the Punisher had stood…and only found a bat-shaped shuriken and a small pool of blood.

The Punisher had slipped away while they had all been distracted with Joker.

Noting Batman's expression, Wonder Woman lightly smiled. "_Next_ time."

Batman slowly calmed, before glancing to Cyclops. "Not bad." he said, before walking away.

Cyclops arched an eyebrow. "Thanks…I _guess._"

XXXXXXXX

By the time they had gotten the fires under control, Commissioner Gordon and the Gotham PD had arrived to take the Joker, Black Mask, and the rest of their respective gangs into custody. "Excellent work, all of you." Commissioner Gordon said. Glancing to Cyclops and Phoenix, he added, "I'm sure Xavier would be proud."

"Any sign of Castle?" Batman asked.

"None; he's gone dark." James answered.

Batgirl chuckled. "Guess we scared him off."

"We can only hope." Superman replied.

Batman turned to Superman and Wonder Woman. "We need to sweep the city, make sure he's gone."

"Understood." Wonder Woman agreed.

"What about us?" Phoenix asked.

Batman didn't move, but his tone was neutral. "Go home." he answered. "This is _our_ problem, now; you've done enough."

Cyclops nodded. "I guess we _should_ take the Professor home, shouldn't we?"

Joker had been the last one to be led into the police van; as he passed by, he sneered at them. "See you in the funny papers!" he cackled, before he was led away.

Phoenix shivered. "Batman _was_ right about one thing; Joker _isn't_ like anyone we've ever faced, before."

Robin nodded. "Yeah, he's pretty much the most evil nutjob on the _planet._"

"He's a completely different _breed_ from anyone else; Creed, the F.O.H…even _Doom._" Superman said. "I didn't understand it, the first time I came here…but Joker is _true_ evil; the kind that doesn't exist for wealth, or for power, or for any goal; he's the kind of evil that exists simply because it _wants_ to exist."

James nodded. "And Gotham is _stuck_ with him." he said grimly. "Well, as I said, thanks for the assist."

"Good luck." Superman replied.

James laughed. "Around here, we'll _need_ it." With that, he headed to a police car, before driving off, along with the rest of the Gotham PD.

"So, Big Bat, what do we do…now?" Batgirl asked, looking around…only to find that Batman was gone…seconds before the Batmobile's roar cut the silence.

Cyclops arched an eyebrow. "Does he _always_ do that?"

"Oh, yeah." Robin answered. "We're used to it."

Batgirl smiled. "Nice meeting you!"

"You, too." Phoenix replied. "Good luck!"

"Thanks!" Robin answered, as he and Batgirl fired their grapnels, pulling themselves to the rooftops, to begin their patrol, as Superman and Wonder Woman took to the air, while Cyclops and Phoenix headed back to the X-Van.

It had been a _long_ night.

XXXXXXXX

_Gotham Bus Station_

The night air outside the bus station was crisp and cool, as a lone, trenchcoat-clad man, carrying a duffel bag, waited for the next bus…before he flinched, stretching his sore shoulder.

In his civilian attire, Frank scowled as his shoulder ached, from the Bat's attack, and the quick stitching he'd had to do. Still, it could've been worse; if that blade had gone _any_ deeper…

Frank frowned to himself; cleaning Gotham out was going to take more effort than he'd thought. He was going to have to come back with a better battle-van, more hardware…

"_Castle._"

That deadly voice cut Frank's thoughts off; slowly, he turned around…and found a pair of lidless eyes glaring out at him from a shadowed alley. "Come to try and talk me out of it?" he sneered.

"No."

Frank arched an eyebrow. "Why not?"

"It wouldn't have worked on _me_."

Frank chuckled. "Guess not." he muttered, before his eyes narrowed. "You _know_ what those scumbags are capable of, don't you?"

"_Yes._"

Frank's eyes narrowed. "They don't _deserve_ to live, pal; monsters like them killed my _family_..!"

"…and _mine._"

_That_ surprised Frank. "So, what, then?" Frank asked. "What makes us different?"

"I don't know." Batman answered. "All I know is that I'm not willing to commit _murder_ in their name."

Frank's eyes narrowed. "Don't try that psychological mumbo-jumbo on me…and _don't_ feel sorry for me..!"

"I _don't._" Batman growled. "Whatever your intentions, you're the very thing you _hate_, Castle; as far as I'm concerned you're a _serial-killer._"

"Status: _at large._" Batman continued. "I have larger concerns than you, Castle…but I don't _ever_ want to see your face in Gotham _ever_ again. _Understood?_"

Frank paused…and then slowly nodded. "There's _one_ thing that makes me better than _them._" he said. "Once I'm done, I'm pretty sure the planet can handle just _one_ of _me._"

Batman's eyes narrowed. "Then _pray_, Castle, that _my_ Mission succeeds before _yours_ does," he snarled, "because if you _do_ succeed, there will _always_ be one criminal left: _you._"

His voice turned _deadly._ "_And when __**that**__ happens…you'll be seeing me again._"

Suddenly, the bus pulled into the station, causing Frank to turn around. Quickly, he looked back…

Batman was gone…as if he'd never even _been_ there.

'_Son of a bitch…_' Frank thought; so _that_ was why he hadn't gone after him. Batman hadn't wanted to endanger these people.

Frank wasn't sure he'd have done the same.

After boarding the bus, Frank sat down in his seat, looking out the window…as he saw the bat-imprinted searchlight – the Bat-Signal – light up the night sky.

'_That guy's probably even crazier than __**me.**_' Frank thought, as the bus drove off…before he chuckled darkly.

'_God help any scumbag stupid enough to cross him._'

XXXXXXXX

After responding to the Bat-Signal – where Commissioner Gordon had informed him that the Riddler had escaped from Arkham after Joker's breakout – Batman darted across the rooftops, as swift as a shadow, trying to pick up Riddler's trail…

"Do you require assistance?"

Batman came to a perfect stop, becoming utterly still, as Wonder Woman touched down in front of him. "You should be resuming your normal patrol with the rest of the League." Batman answered. "I can handle things here, so tell Superman…"

"I _know_, Batman." Wonder Woman answered.

Batman arched an eyebrow.

"Your parents." Wonder Woman clarified.

Batman quickly turned away. "That's why Castle's approach is wrong." he said. "It isn't enough to incarcerate – or _kill_ – every criminal in existence; the man who killed them was a symptom of a far worse disease infesting this city. Until every couple, every person, every individual in Gotham can walk the streets at night with a reasonable measure of safety, the deaths of Thomas and Martha Wayne mean _nothing._"

Wonder Woman took a step closer to him. "You take this burden on yourself alone..?"

"I will _not_ endanger another life." Batman said firmly. "_Not_ for me."

Wonder Woman lightly smiled. "Batman…_Bruce_…you cannot ask yourself to fulfill this task alone…"

"That hasn't stopped me, yet."

They were both silent for a moment, prompting Batman to cast a brief glance over his shoulder, to see if she had left; she was still there, her arms folded, her ruby lips curved upwards in a smile, her ebony hair and creamy skin gleaming ethereally in the moonlight…

"I'm not leaving." was all she said…but that simple, fearless statement caused the corner of his mouth to twitch upwards…

_The Mission came first._

His mantra quickly filled his mind, putting him back in the moment. "I have work to do." he said flatly, walking around the corner of the nearby rooftop exit.

Wonder Woman promptly followed him, rounding the corner. "And I'd be more than happy to..?"

There was no-one there. Quickly, she looked over the edge of the rooftop…and found nothing.

He was gone.

Wonder Woman clenched her fists. '_That thick-headed..!_' she thought, as her face twisted into a frown…

…but as she passed by a window, she saw that she was _smiling._

Sighing to herself, Diana took to the air, flying off, as she muttered to herself.

"By _Hera_, did Mother _know_ that men would be so _infuriating?_"

XXXXXXXX

_Author's Note: I am SO, SO sorry about the delay; I've had a MASSIVE headache, all this week, which put a SERIOUS damper on my creativity. Please forgive me!_

_Coming Soon:_

_As a sporting event comes to Bayville, Evan makes a new pal, with a "shocking" secret…_

…_but as a plea comes from the sewers, our heroes must act fast…before one of their own falls prey to a toxic conspiracy._

_Will the League and the X-Men stop this poisonous plot?_

_Find out in, "Shredding Spykes," coming to your computer soon…_


	11. Shredding Spykes

CHAPTER ELEVEN: SHREDDING SPYKES

_New York Industrial Sector, New York City, November 6, 2008_

The dead of night had long fallen over New York, with only the late-night watch patrolling the factory. As one patrolman rounded a corner, he paused, as he thought he heard footsteps behind him; he started to turn around…

But he got no further, as he felt _something_ hop onto his back, seconds before that something touched his temples…as he suddenly blacked out.

As the guard fell unconscious, the small, shadowy silhouette hopped off his back, before waving towards a shadowed corner with her large hands; at that signal, four other shadowy figures darted out, rejoining their comrade. After regrouping, the leader of the five looked to one of the shorter ones, who put his hands to his head, before gesturing to the east side of the facility…just as the shadow of the other watchman was drawing near.

Quickly, the small group darted to the _west_ side of the factory, out of sight, where, at their leader's signal, a third shadow put her hands to the wall; almost instantly, the wall began to _dissolve_, melting away at her touch, creating a large hole in the wall, large enough for them to slip inside.

The inside of the factory was completely silent, as the machinery was utterly still. Looking to her comrades, the leader nodded, before the five of them got to work; the largest one, summoning her inhuman strength, pulled her fists back and slammed the support struts of the nearest chemical-tank, causing it to spill into the nearby basin, contaminating it and its contents, while the others grabbed crowbars and started smashing glass bottles and machinery, as their acid-handed comrade melted the conveyor-belt.

It was only several minutes after they entered the facility that the alarm started to sound, but they had done enough damage for now. "We should leave." the shorter one said, putting his hands to his head.

"Are the police coming?" the leader asked.

"Yes…and _he_ is coming, too." her comrade rasped. "He is still far away, but his presence is blinding; he is getting _closer…_"

"But…why are we scared of him?" the largest asked. "We _know_ he's not like the others; neither are his friends…"

"This is _our_ problem." the leader said firmly. "Even if _they_ understood, the _other_ surface-dwellers would _never_ understand." Her tone grew worried. "Let's move; we haven't much time." With that, they hurried out of the factory.

As the alarm sounded, the night watch quickly swarmed over the factory, as police sirens began to blare in the distance, which were quickly drowned out by the now-familiar sonic boom…but all the commotion easily masked the sound of the nearby sewer manhole settling back into place, as the police passed it by, ignoring it completely.

XXXXXXXX

_Xavier Institute, November 7_

By the time the sun rose over the Institute, Evan was already wide awake; ever since he'd found out about the competition tomorrow, he'd been _beside_ himself.

The manufacturers of the Powr8 sports drink were sponsoring a skateboarding tournament on the weekend, with the first-place prize being a scholarship to NYU. He'd been practicing all _week_, spending every spare minute he _had_ perfecting his tricks; he was going to _ace_ that competition, hands down.

Bolting out of bed, Evan headed to the bathroom, _long_ before anyone else had woken up, even _CK_, and got a shower, while thanking _God_ that there were no early-morning sessions, today; he could use the time between now and breakfast to get a bit more practice in. With those hopeful thoughts, he steeped out of the shower, toweled off, and started to get dressed; as he pulled on his jeans, he absently passed by the mirror…

…and _froze_, as he saw a large column of spiky bones extending from his back, in perfect alignment with his spinal column.

'_What the..?!_' Evan thought, his expression horrified as he gazed upon the bony growths. Closing his eyes, he started to concentrate, focusing on retracting the bones…

…but nothing happened.

Evan concentrated _harder_, as a mild panic started to get a grip on his mind. '_Come on…come __**on**__..!_'

After several minutes, he felt the familiar grinding sensation of bone-growth running in reverse, as the spikes retracted back into his skin. His spine smooth again, Evan breathed a sigh of relief; he'd _never_ had _that_ much difficulty in pulling back his spikes before. Something told him that maybe he should tell the others, or Auntie O…

'_Nah; this was probably just a one-time thing. I'm probably just wiped from the extra hours of skating; no sense freaking everyone out._' Evan thought. With that, he finished getting dressed, and went to grab his board, before heading outside.

After about an hour's worth of practice, Evan walked back into the Institute, energized and exhilarated, his earlier 'mishap' all but forgotten. As he walked into the kitchen, he found the rest of the X-Men, minus Clark and Alison, as well as X-Force, the Professor, his Auntie, Logan, Hank, Raven and J'onn, all getting breakfast, with Krypto happily nibbling on a bone under the table. "You were up early." Ororo commented.

Evan shrugged. "I wanted to get in some early practice, Auntie O."

Lila chuckled. "I take it you're psyched for that competition, tomorrow."

"Ya _think?_" Tabitha lightly teased.

"Hey, ease off the guy." Scott said, chuckling.

"Yeah, this is important to Evan." Jean agreed.

Siryn sighed as she sipped her orange juice. "There is no offence intended, but I personally do not see the point of a sport involving nothing but a piece of plywood equipped with wheels."

"Don't knock it 'till you've _tried_ it." Kurt interjected. "It's not as easy as it looks." He winced, as he scratched a spot on his back that had once been sore. "I've viped out enough to _know._"

"_I must confess, the application of aerodynamics involved in the sport is intriguing._" Mark said. "_If you require it, Evan, I am certain that I could produce several mathematical models that you could utilize to maximize your performance._"

K'imm nodded. "Back on Mars, we had a sport similar to skateboarding; I'm sure I could give you a few pointers…"

At that, J'onn's toast stopped halfway to his mouth, as his eyes widened, his face turning even _greener_ than usual. "Oh _cosmos_, K'imm…do _not_ mention those hovering _deathtraps…_"

K'imm frowned. "_Datya…_"

"That will not work, K'imm; your mother and I nearly had _heart-attacks_, every time you got on one of those…_things._" J'onn said firmly.

Bobby chuckled. "_Alien_ extreme sports?" he asked. "Now _this_ I gotta…" but he stopped in mid-sentence, as J'onn's firm stare made him reconsider.

Raven chuckled. "No matter _what_ planet you're from, kids will be kids."

"Amen to _that_, dearie."

The British lilt of Bridget Blaire was a slight surprise as Alison's aunt, in her usual attire, walked into the kitchen. "Why hello, Mrs. Blaire!" Hank exclaimed. "What a surprise! What brings you here?"

"Several things." Bridget answered. "For starters, Guy Spears wanted me to ask Kal and the League to endorse Powr8." She sighed. "_Again._"

Logan snorted. "Figured he would."

Paige blinked. "Who?"

"Guy Spears owns the company that makes Powr8." Professor Xavier explained. "He was looking for a spokesperson for his drink, and he had previously called here to inquire if the League was interested in endorsing it." He lightly grimaced. "He called several times, in fact."

"Let me guess; Big Blue wasn't interested?" Lance asked.

Bridget nodded. "Not that the donkey took the hint." she answered. "Still, I suppose that I should at least let that dear boy know about it." Looking around, she added, "So, where is he?"

"Still snoozing, I guess." Wanda observed.

"There was an incident at the Powr8 bottling plant, last night." J'onn added. "Kal, Flash, Green Lantern and I received the alert, three hours after midnight; before that, we had responded to a robbery in North Dakota."

Piotr blinked. "Is that not the place where there was large increase in mutant activity?"

"You're almost correct, Piotr." Professor Xavier said. "Several months ago, there was a large explosion from a chemical plant, which spread a mutagenic gas over the city."

"Yeah; I heard that they called it 'the Big Bang'." Roberto added. "All of a sudden, there were a whole bunch of people with mutant powers, calling themselves 'bang babies'…and not all of 'em were good."

Ron whistled. "No wonder the big guy's pooped."

Lila giggled. "I'm sure that Ali gave him a proper welcoming."

Bridget arched a bemused eyebrow. "I see."

Siryn frowned at her teammate. "I would think that it isn't wise to speak of things you know _nothing_ about."

"Sounds like someone's in denial." Jubilee quipped. "_Someone_ sure doesn't want to face the facts about what Kal and Ali do…"

"What we do, Jubilee, is _no-one's_ business but _ours._" Clark said sternly as he walked into the kitchen, clad in his blue jeans and a white t-shirt. Seeing Bridget, he smiled. "Good morning, Mrs. Blaire." he greeted, giving her a peck on the cheek.

"Why, good morning, my dear boy." Bridget replied, smiling. "I was just telling your friends that Spears is still determined to get you and your team to endorse his drink."

Clark sighed, smiling wearily. "Well, I'm _sure_ that an expert negotiator like you can convince him we're not for sale."

Ray chuckled. "Gotta hand it to him; the guy knows how to butter a lady up…"

"I _heard_ that." Clark said flatly.

"As did _I_." Bridget added, causing Clark to smile sheepishly. "And you don't need to worry; I trust my niece's judgement." Softly enough for only _his_ ears to catch, she then added, "As long as you two are being safe…"

"Auntie Bridget, stop scaring my boyfriend." Alison teased, as she walked into the kitchen, clad in her blue pajama pants and white tank-top. "Morning, guys." Alison greeted the others, before smiling and giving Clark a kiss on the cheek. "Morning, baby."

"Morning, beautiful." Clark replied with a smile.

Rogue chuckled, arching an eyebrow. "Ah take it you both slept well?"

That earned a chuckle from the rest of the X-Men and X-Force, while Jamie just blinked. "What's so funny?"

"Well, Flyboy? _You_ want to explain it to him?" Logan asked.

Spotting a chuckling Scott and Jean, Clark quickly said, "Only if Scott and Jean help."

That was all he needed to say. "So, Mrs. Blaire, what was the _other_ reason you dropped by?" Scott asked, quickly changing the subject.

"Ah, yes; I had hoped to speak to Alison about a particular matter." Bridget said. Turning to her niece, she added, "Honey, do you recall what I mentioned to you, a month ago?"

Alison arched an eyebrow. "That rumor the tabloids were circling around?"

"It wasn't a rumor, sweetie."

Alison's eyes went wide. "She…She _really_ said that??"

"I just confirmed it, this morning."

Alison instantly beamed. "Oh, my _GOD!!_" she all but squealed. "_Really?!_"

Sam looked confused. "Uh…someone wanna clue us in??"

Clark's expression mirrored his. "Yeah, I'm kinda drawing a blank here, too, Ali…"

Bridget chuckled. "A month ago, a rumor started that the renowned opera singer Viola Corazon was interested in performing a duet with Alison…"

Alison instantly picked up her Aunt's statement. "…and Auntie Bridget just _confirmed_ it!! She'll be retiring from the opera in a few months; her last performance will be in early 2009…_and she wants to sing with me!!_"

"_Wow_, Ali, that's _amazing!_" Kitty exclaimed. "I heard Diva Corazon's performance once; her voice is just _amazing!_"

"I _know!_ Aunt Bridget once took me to a performance of _Carmen_; her aria was just…_sublime!_ She's the one who first _inspired_ me to start singing! I'd be lucky just to be mentioned in the same _breath_ as her! _And she actually wants to sing a duet with me!!_" Alison exclaimed, overjoyed.

Clark grinned. "That's _wonderful_, Ali!" he exclaimed, enfolding her in a hug.

"Congrats, PG!" Evan said.

"Thanks!" Alison replied. "So, what time does the competition start, tomorrow?"

"Around noon," Evan answered, "assuming that Big Blue and his pals don't find any problems at the crime-scene."

"Our investigation shouldn't affect the competition, Evan." Clark answered. "We didn't find any leads, but we were going to take another look over the crime-scene with Krypto, and see if his nose can pick up anything." At that, Krypto automatically perked up.

"Well, good luck wit' dat." Remy said.

Scott nodded. "We'd better get going, before we're late for school." he said. With that, they all got up from the breakfast table, and headed upstairs to gather their things, before heading back downstairs. Evan was the last to get his stuff together in his room; he'd just finished stuffing his texts into his backpack…

…when his forearm sprouted spikes.

Evan nearly leapt back when the bone-spikes poked out through his skin; quickly concentrating, he began to focus on pulling them back inside…

"Evan?"

Looking up, Evan spotted Clark, who'd just been walking by…and had noticed him spike-out. "Everything okay?"

"Huh? Oh, yeah, everything's fine." Evan said quickly, while discreetly focusing. "Just a little twitch, that's all." '_Come on…come on…_'

Quickly, the spikes retracted.

Clark still looked concerned. "Look, Evan, if you're having trouble…"

"Aw, no, man; I'm fine." Evan said. "Besides, don't you have a crime-scene to check on?"

Clark's expression didn't change, but he slowly nodded. "If something's up…you just let me know, okay?"

"Sure, man; no problem."

"Okay." Clark said. "See you." With that, he headed off.

Evan grimaced to himself as he followed the others downstairs; he _hated_ brushing off CK like that, but it wasn't like this was a major problem. He was probably just tired from all the extra practice…

…right?

XXXXXXXX

_Powr8 bottling plant_

Despite Superman's intentions, it wasn't until close to noon that he, Flash, Green Lantern and Krypto could head back to the crime-scene at the bottling plant. Thankfully, by then, most of the police CSIs had headed back, as had the news crews, leaving only a handful of policemen still going over the scene.

As Krypto quickly got to work, starting to pore over every square inch of the scene with his nose, Superman and Green Lantern walked over to the officer in charge, while Flash did a quick sweep of the area. "Any new leads?" Superman asked.

The officer shook his head. "Sorry, big guy, but we're still drawing a blank; we managed to get a few prints, but the system didn't recognize them."

"So they're not on file." Green Lantern observed.

Superman looked thoughtful. "Why don't you send the prints to us, and we'll run them through our system? Our database is a bit more comprehensive; we might be able to get a hit…"

The officer looked reluctant. "Uh…no offence, Superman, but I'll have to get clearance from the Chief before I can release evidence on this case to _anyone._"

"Then I suggest you _get_ clearance."

Turning, Superman and Green Lantern spotted Guy Spears, a fairly tall, somewhat-lanky man, in his late thirties, with short brown hair, and brown eyes, clad in a brown sweater and a pair of light brown slacks. "If the Justice League wants to help figure out who sabotaged my factory, by all means, _let_ them!"

Superman managed a somewhat-forced smile at that. "Your vote of confidence is appreciated, Mr. Spears."

Guy Spears just flashed his high-voltage smile. "So, big guy, have you given any thought to..?"

"…to the League endorsing your sports drink?" Superman finished. "We're flattered by the gesture, Mr. Spears, but product endorsement is _not_ what we're about."

Guy's expression partially collapsed. "Well, that's all of your decision to make." he said. "Find anything?"

"Doesn't look like it." Green Lantern said. "Whoever did this covered their tracks."

Superman nodded. "My thermal vision couldn't get a fix on any particular trail, due to all the police in the area, last night." he agreed. "We'll keep looking, but I'm afraid that, at least for now…"

"Hey, guys! Over here!"

As soon as they'd heard Flash's call, Superman and Green Lantern followed his voice back to their comrade, finding him standing in front of a manhole where Krypto was sniffing. "I think Pooch is onto something."

Superman knelt down to his pet. "What is it, boy?" he asked. "Did you smell something?" Krypto just barked. "And it went down there?" Krypto barked again.

"Sounds like we've found our escape route." Green Lantern said.

By then, the police had caught up to them. "Find anything?" the lead officer asked.

"We have reason to believe that our perps escaped through the sewers." Superman reported.

The lead officer looked grim. "We'll notify HQ, and have a team start combing the sewers."

Superman frowned to himself, as an unpleasant theory started to form in his mind about the potential identity of the perps. "With your permission, officer, we'd like to take a look, ourselves…"

But he got no further, as his hearing picked up the sound of an alarm, seconds before his communicator, along with those of his comrades, started to go off. "We've got a break-in at the 1st Bayville Savings and Loan."

"Sounds like this investigation just got put on hold." Flash said.

Superman nodded, before turning to the police. "We have a situation at the 1st Savings and Loan; get your people there as quickly as possible; we'll go on ahead." At that, the lead officer nodded, as he and his colleagues got to work, while Superman, Green Lantern, and Krypto took to the air, followed closely by Flash on the ground.

Seconds after taking off, Superman heard the Watchtower hail him. "_Black Knight to Boy Scout; come in, Kent._"

"Boy Scout here, Black Knight." Superman answered. "Anything wrong?"

"_You may have company, Boy Scout; I'm detecting a fairly large electromagnetic anomaly heading towards the target-zone._"

Superman's eyes went wide. "_Magneto??_"

"_Negative, Kent; this signal is too erratic to be Lensherr – this one looks more 'electro' than 'magnetic'. It looks like the signal that pops up in North Dakota, from time to time._"

Superman nodded warily. "We'll keep our eyes open." he answered.

"_Be sure that you do. Black Knight out._"

As he switched off his communicator, Superman looked to Green Lantern. "We might be getting some help on this one, guys; it looks like our friendly Dakota blip is headed our way."

Lantern arched an eyebrow. "Well, _this_ should be interesting."

Superman nodded. "Still, we should stay frosty; we don't know who this guy is. Better to be safe than sorry." With that, they continued on, at top speed, towards the alert.

XXXXXXXX

As he watched the alien and its fellow freaks head off, Michael Matthews scowled out at them from the window in Guy's office. He did _not_ like the fact that _they_ were snooping around…_or_ the fact that his business partner had been trying to get that _thing_ to endorse their product; it was bad _enough_ that they had to let _muties_ participate, _especially_ since his youngest son, Mitchell, wanted to compete – the idea of _both_ his sons having to be near those _freaks..!_

Just then, Guy walked into his office. "It's all taken care of, Mike." Guy said. "The police are on the case, and production will be back up in two days, _tops._"

Michael just scowled. "Oh, _really?_" he asked sarcastically. "And just what were those _freaks_ doing here?"

"They heard the alarm, too, Mike; they were just checking things out…"

Michael's eyes narrowed. "And if they find out what's been going on?!"

"They _won't_, Mike." Guy answered. "By the time the skateboarding competition starts, it will all be taken care of."

"And what _about_ this competition we're sponsoring?" Mike snapped. "You know as well as I do that we can't afford to pay out a scholarship to NYU; not with sales as they are!"

"Relax, Mike; with the publicity from the competition, _plus_ from having the League endorse our little venture, we'll make enough to cover that _easily_ – all we have to do is hold off a few weeks on awarding it, and no-one will be the wiser!"

Michael scowled. "I _don't_ want those _freaks_ endorsing our product; _not_ after what that _thing_ did to my son..!"

Guy frowned. "Like it or not, Mike, but Superman and the League are _big_, right now; with them on our side..!"

Michael was barely able to suppress his fury at that statement; it made him _sick_ at times, to think that so many _humans_ saw that _alien_ as a hero…when all it likely wanted was to conquer the Earth for _itself_ and those _muties._

Not for the first time, he was grateful to Graydon for letting him and others know of the threat they faced; as long as the alien and its team was around, neither he nor his children were safe.

_No-one_ was.

Still, there wasn't anything he could do about that now. Scowling, Michael simply nodded. "Don't screw this up, Spears; we took a big enough risk in shortening the processing time to meet our deadline. I've got quite a bit invested in this little venture…"

"So have _I_, Matthews." Guy answered. "We'll _both_ make a pretty penny from Powr8, and _no_ little bit of sabotage is going to mess that up; I'm _certain_ of that."

XXXXXXXX

_Bayville Skate-Park, a few minutes earlier_

By the time the noon sun was shining over the skate-park, the park was already filled with skateboarders, out on their school's lunch-break, eager to grab a few more precious minutes of practice.

As the skaters continued their practice, two more competition hopefuls walked into the park. Both young men were 17; one was an African-American youth, fairly tall and of average frame, with mid-length dark hair in dreadlocks, and brown eyes, clad in brown slacks, and a white-and-dark-purple t-shirt, supplemented by his black elbow-pads and knee-pads, along with his helmet; the other, a Caucasian youth, was around the same height, but of leaner frame, with short, spiky blond hair, and green eyes framed by glasses, clad in blue jeans, and a green hooded sweater, as well as his own skating gear, with his backpack strapped over one shoulder, containing his laptop.

Glancing to his pal, Richard "Richie" Foley chuckled. "So, Verge, think you're up for this?"

Adjusting his helmet more securely over his dreadlocks, Virgil Hawkins grinned. "You _know_ it, Rich!" he replied. "You _sure_ you won't sign up?"

Richie just laughed. "Unlike _some_, I prefer keeping my bones _intact_, thank you!"

Walking over to the sign-up sheet, Virgil promptly signed up for the competition; he'd really lucked out, this time – Dakota High had been closed for repairs – from a bang-baby attack, ironically – the very _week_ that this had been happening…prompting a trip to his uncle's house in Bayville – after copious amounts of begging – so that he could attend. Even more fortunate, Richie had been allowed to tag along, for moral support…_and_ tech-support.

As they started to walk towards the nearest skate-ramp, Virgil turned towards Richie. "Is the system up-and-running, Rich?"

Richie smiled proudly, tapping his backpack. "We're good to go, Verge; whenever you're ready to put a shock to the system, around here, this baby'll let you know where to go!"

Virgil nodded; when the Big Bang had flooded North Dakota with that strange, mutagenic gas, he'd been one of the lucky – or _un_lucky – few who'd inhaled it…and had gotten electromagnetic powers in the process. Then, when bang babies had started to get out of control, he'd decided to use his new abilities for _good_, prompting him to take on a new name.

_Static._

Unfortunately, since no-one besides his best pal since childhood knew his little secret – not even his Dad or older sister – it had been getting more and more difficult to patrol North Dakota for trouble…until resident genius Richie had devised his little computer-program, which tapped into his hometown's alert system, and notified him if something was up _just_ a few seconds before anyone else.

And now Rich had done it again, having linked his system to Bayville's; if anything happened while they were here, Static would know about it.

Richie's proud grin grew. "Who knows, pal? You might just get to team up with the League!" he said softly.

Virgil smiled, nodding in agreement. That had been another reason why he'd wanted to come here; it wasn't a real secret that Bayville's Xavier Institute was where Superman hung his cape during his down-time…and where the Man of Tomorrow was, the _rest_ of the Justice League wasn't far behind.

It was his chance to show what he could _really_ do.

Reaching the skate-ramp, Virgil set his board down, hopped on, and glided onto the ramp, while Richie sat down on the nearby bench, and took out his laptop, monitoring his program while Virgil practiced his boarding. After a few minutes of hand-stands, kickflips and rail-slides, Virgil glided towards one of the larger ramps, building up speed as he went; he was going to need some _serious_ air for _this_ trick to work. Closing on the ramp fast, he kicked off, flying into the air, before twisting into a series of flips that would have made anyone else _airsick_.

His own personal trick: the Gyroscope, inspired by the countless hours of electromagnetic levitation he'd logged on his static-powered hover-board. Virgil smiled to himself in mid-air as he spun into the last flip…and then he was forced to kick out of it, landing on his feet. '_Crap; still not enough air…_'

Picking up his board, Virgil headed back towards his pal, to take over monitoring Richie's program while his pal boarded…but he stopped, as he saw another African-American kid, around the same age as he was, pull a _beautiful_ mid-air flip, touching down just in front of him, his landing a little shaky, but better than _his_ had been. "Hey, _nice_ one!" Virgil exclaimed.

Turning around, the guy blinked…and then smiled. "Thanks." he answered, before grinning. "And what was _that_ thing you were doing, just then?"

Virgil laughed. "The Gyroscope." he answered. "It's still got a _few_ bugs to work out."

"No kidding, man; did you think you were _Superman_ or something?" the guy joked.

"Well, not _anymore!_" Virgil laughed, before he extended his hand. "Virgil Hawkins."

The other guy shook it. "Evan Daniels."

"Nice to meet you." Virgil answered, before gesturing to Richie. "And the guy with the computer is my pal, Richie Foley."

By then, Richie had walked over. "Hey," Richie said, his eyes widening, "aren't you one of the guys from the Institute?"

At that, Evan's expression darkened. "_Yeah._" he growled, irritated.

Quickly, Richie held up his hands. "Whoa, whoa there, pal; I didn't _mean_ anything by it…"

After a few seconds, Evan calmed. "Sorry about that; most people _do_ mean something by that, most of the time."

Virgil smiled wryly. "Well, between the three of us, let's just say that me and Rich are a bit more…_used_ to people that…don't fall under what some consider 'normal'."

Evan arched an eyebrow. "Come again?"

"Ever hear of North Dakota?" Richie asked.

"That 'Big Bang' thing?" Evan asked.

"Yep; home sweet home." Virgil answered. "So, as you can probably figure, what's 'freaky' for some is 'business as usual' for _our_ home town."

"Good to hear." Evan said. "So, you guys here for the competition?"

"Verge is." Richie answered. "Our school's under repairs for the week, so we figured we'd kill some time here."

"Lucky you." Evan said. "What happened, though?"

"A couple bang babies decided to throw a party." Virgil answered, his expression collapsing as he recalled that incident; several students had decided to use their new powers to get even with their tormentors – it could have gone _so_ wrong _so_ quickly…

"Yeah," Richie added, noting his pal's expression, "until Static showed up and pulled the plug on the whole thing!"

"Who?"

"Static; he's North Dakota's local hero." Richie explained. "He's a bang baby, but he uses his powers to _help_, unlike the rowdy jackasses that give bang babies a bad name!"

Evan chuckled. "Sounds like a cool enough guy." he said. "Well, with any luck, nothing'll happen to wreck the competition, tomorrow."

"Yeah, like _muties_ showing up."

At that, the three of them turned around, and spotted several burly-looking guys, all in letterman jackets, with one blond-haired, green-eyed Neanderthal in the lead. "I heard you were trying out for the competition, tomorrow, _mutie._" the lead goon said to Evan. "I suggest you do yourself a _favour_ and stay _out_ of it; freaks like you aren't _welcome._"

Evan just scowled back. "It's a free country, Matthews." he muttered, as several bony spikes started to poke out of his arm.

"Not for muties, it's not."

Virgil just scoffed. "And _which_ Amendment says _that?_"

The lead goon turned to glare at Virgil. "Stay _out_ of this, geek."

"Oh, _real_ original." Virgil shot back. "Guess I shouldn't have expected much from a bunch of cavemen in jackets; beats the Klan uniform, though."

At that, Richie started to snicker…prompting the goon to glare at him. "What're _you_ laughing at, nerd?!"

Richie's long-honed survival instincts kicked in. "Laughing? I wasn't laughing."

"_Good._" the guy snarled. Turning back to Evan, he added, "Consider this your _only_ warning, freak; if you show up for that competition..!"

Glancing behind the thug, Virgil spotted two more jacket-clad bullies standing by a blue convertible…before he noticed several street-lights forming a path to it, starting with the light behind him. Getting an idea, Virgil reached his hand behind his back…and started to concentrate; as he touched the light, sparks of violet electricity arced from his fingertips, streaming up it, and then arcing from one light to the next. "Hey," Virgil said, "that your car?"

The electricity sparked from one light-top to the next silently, before reaching the last one…

The thug just smirked. "Why, freak-lover? Jealous?"

_ZAP!!_

_**BOOM!**_

Suddenly, a bolt of electricity arced from the light into the car, utterly _frying_ its engine.

Virgil just chuckled. "Jealous? Of _that_ piece of junk?"

The thug whirled on him. "_YOU_ did that!!"

Virgil arched an eyebrow. "_How??_"

"He was all the way back _here_, Matthews; he _couldn't_ have done anything." Evan snapped. "I think that's what's called _karma._"

The thug just glowered at them. "This isn't over, freaks." he spat. "We'll finish this _later_, and your pet _alien_ won't be saving you." With that, he and his pals stomped off, towards the ruined car.

Richie snorted. "Nice guy."

"Try being stuck with him five days a week." Evan muttered, as he concentrated hard, slowly, retracting the bones. "Thanks for the assist."

Virgil smiled. "No problem, bro."

Glancing to his watch, Evan groaned. "I'd better head back to school; you guys wanna hang with me and my pals afterwards?"

Virgil grinned, and nodded. "Sounds cool by me…"

Glancing to his laptop, Richie grimaced. "Uh, Verge?" he asked. "Don't you have a…a _thing_ you need to handle?"

Virgil arched an eyebrow. "What thing?"

Richie rapidly pointed to the computer. "The _thing_ we were talking about, before?"

Virgil's eyes widened in understanding. "_Oh!_" he said. "Uh, sorry, Evan, but I got an errand to run."

Evan shrugged. "No problem, man; see you tomorrow, then!" With that, Evan hopped on his board, and skated off.

With Evan gone, Virgil quickly handed his board to Richie, and darted off, ducking into a darkened alley…

The alley was illuminated by brilliant sparks of electricity as Virgil activated his powers; as wave after wave of electrostatic energy coarsed over him, the electrical power ionized his clothing, reconfiguring it into a pair of black pants, a white t-shirt with a black, lightning-bolt-style S-crest surrounded by a circle, with a dark purple trenchcoat over it all, and a white eye-mask over his face, with a slick pair of yellow shades on his forehead.

To this day, he _still_ didn't know how that change happened…but _dang_ it if it wasn't stylish.

His change complete, Static sent a wave of sparks from his hand, generating a disc of electrostatic energy, before hopping on, his steel-toed boots magnetically adhering to the disc, and then flying off, taking his communicator out of his pocket. "What's the situation, Rich?"

"_We've got a situation downtown, S-Man; standard bank-job…whoa!_"

Static's eyes widened. "What's wrong, Richie?"

"_Dude, I just picked up __**another**__ program running…one like __**mine!**_" Richie exclaimed. "_Except __**this**__ one is __**way**__ more sophisticated – we're talking signal strength through the __**stratosphere**__, here – and I think I've seen it before; it's shown up a couple of times back home…just before the __**League**__ showed up! Verge, this must be how the League picks up trouble!_"

Static grinned to himself. "Sounds like the big boys are coming out to play."

Richie chuckled. "_You heard it here, first, sports fans!_" he quipped. "_Won't they be surprised when Static takes care of business, eh, pal?_"

"You said it!" Static laughed, before his expression turned serious. "I'll call back as soon as I'm in the clear."

"_Got it, pal; good luck._" With that, the transmission ended, as Static flew onwards.

It was hero-time.

XXXXXXXX

The sound of gunfire shattered the silence of the 1st Bayville Savings and Loan, the bank's patrons diving for the floor, all trembling in fright as the six masked gunmen burst through the door. As his five comrades secured the area, the leader stormed towards the teller, taking aim at the teller's face; that was all the incentive that the bank clerk needed to start filling his duffel bag with cash. "Stay sharp, boys!" the leader declared, looking over his shoulder. "We'll be good to go in less than five..!"

But he was cut off, as he saw two of his cohorts' weapons start to spark with electricity, before they were yanked right out the door, taking their wielders with them, as an African-American _kid_ in a black-and-purple getup, standing on some sort of electrical hover-board, hovered into view. "Sorry, but you guys are overdrawn."

Snarling, the lead crook took aim, followed by his remaining pals, and opened fire, but Static quickly generated a field of electrostatic energy around himself, catching the bullets and repelling them to the side harmlessly. With the bullets gone, static readied an energy-pulse…but froze as he saw the lead crook grab one of the bank patrons and put a gun to her temple. "No more funny business, junior." he spat, as his finger tightened on the trigger. Static froze, momentarily conflicted…

Suddenly, a crimson blur darted into the bank, zipping to and from the four thugs…who were now missing their weapons.

As he came to a perfect stop, the Flash grinned. "Thanks for the assist, pal." he said. "You mind?"

Static momentarily blinked…and then he chuckled. "No problem!" And with that, he unleashed an electric surge, shocking two crooks and knocking them into the air, giving Flash the opportunity he needed to dart towards them at top speed, sending them flying with two mid-air kicks, knocking them out.

By then, the last two crooks had had enough; dashing outside, they quickly piled into their getaway van and gunned the motor…but the van didn't move; it only shuddered in place, held back by a pair of iron-hard jaws, lined with razor-sharp teeth. Growling under his breath, Krypto dug in his paws as he held onto the van's back bumper with all his might…until the bumper popped loose, allowing the van to zoom off.

Free of the Superdog's teeth, the last two crooks indulged in a laugh of relieved joy…which died seconds after it had escaped their throats, as they realized with utter _horror_ that their van was slowly _being lifted off of the ground..!_

After grabbing hold of the van from behind, Superman easily lifted the van onto his shoulders, before he flew back towards the bank, where the police were gathering, while Green Lantern fired his ring-beam with surgical precision, slicing open the roof of the van, before scooping up the last two perps with force-field bubbles. As they reached the bank, touching down on the ground, Superman deposited the van back on the street, while Green Lantern turned the two crooks over to the police with the rest of the perps…who were too scared of the growling Superdog to even _think_ of causing the cops trouble.

Static lightly smiled. "Well, nice working with you guys." he quipped. "We oughtta do it again, sometime."

Green Lantern's eyes narrowed. "What was _that_, just then?" he snapped.

Static blinked. "Huh?"

"You froze." Green Lantern growled.

Static's eyes narrowed. "He had a hostage; I was _thinking…_"

"In that kind of situation you _adapt_; you _improvise._ Freezing up gets people _killed._" Green Lantern snapped. "If you're going to stay in this business, you sure as _hell_ better keep that in mind." Turning to his comrades, he added, "I'll see you back at the Tower." With that, he flew off.

Flash grimaced. "_Yeesh!_ What flew up _his_ butt?" he muttered. Krypto just whined in agreement.

Superman just shook his head, before glancing to Static. "Don't let our friend fool you; we appreciate the assistance." he said. "You're from North Dakota, right?"

Static nodded. "Name's Static."

Superman smiled. "Nice to meet you." he answered.

"So, what brings you to _our_ neck of the woods?" Flash asked.

Static chuckled nervously. "Oh, you know…just passing through."

Superman nodded. "Well, if you plan on sticking around for a while, I suggest you be careful."

Static smiled. "Will do, big guy." he answered. "Peace!" With that, he generated his hover-board, hopped on, and zipped off.

Flash chuckled. "So, what now?"

Superman looked worried. "Now I need to ask Ray to contact the Morlocks; they may know something about what happened." '_If they aren't involved…_' he added mentally.

"Gotcha, Big Blue; I'd better head back home." Flash said. "I've got a test to study for."

Superman smiled. "J'onn should be along soon to relieve you." he agreed. "Don't study _too_ hard."

Flash laughed. "Who? _Me??_" he quipped. "See you around, Boy Scout!" With that, he darted off, while Superman and Krypto took to the air, heading for home.

XXXXXXXX

_Xavier Institute_

As night fell over the Institute, Clark, in his regular clothes, was in his room, working on his dissertation, his hands blurring over the keys, pausing only to think…and to allow the computer's pattern-buffers to catch up with him.

After returning home, he'd had to wait for the others to get back from school – and had helped Hawkgirl avert a flood in Australia in the meantime. Once his friends got back, he'd mentioned his concerns to Ray, who had quickly agreed to contact the Morlocks…but as of yet, there was no word.

Whether that was a good sign or a bad one remained to be seen.

Pausing his typing, Clark decided to get something to drink; standing up, he turned, and headed out of his room, giving Krypto a scratch behind the ears from his napping spot at the foot of his bed, before walking down the hallway.

"Come on…come _on_…_retract..!_"

Stopping in mid-step, Clark turned towards the door he'd just passed – _Evan's_ door. For a moment, he debated whether or not he should look…and then chose to make sure his friend was okay. His eyes flashed electric-blue as he activated his X-Ray vision, looking _through_ the door…

The room was in perfect order, with Evan sitting at the foot of his bed, his forearm spikes out…as he struggled to retract them..!

"Evan?" Clark called out. "You okay?"

Through his vision, Clark saw Evan get up; quickly, he deactivated it, just as Evan opened the door…with his arm behind his back. "Yeah, man, I'm fine."

Clark didn't buy it; not _this_ time. "Why are you hiding your arm?"

Evan frowned. "I'm not hiding _anything..!_" At that, a spike popped out of his shoulder.

Clark's eyes widened. "Ev, are you having trouble controlling your powers..?"

"I'm just having an off-day, man." Evan said. "It happens."

Clark looked concerned. "Evan, if you're having trouble, we can help…"

"I _said_, I'm _fine!_" Evan snapped. "I just had _one_ off-day, man! _Forgive_ me if I don't have perfect control 24/7 like _some_ people!" With that, he stormed off, but not before he uttered one last sentence. "We can't _all_ be Superman."

Clark could only stare after his friend in dismay. '_I'm an ass._' he thought. Maybe Evan _was_ right; they did have off-days – Lord knew _he'd_ had his share, learning to get his powers under control. Maybe he _was_ expecting too much…

"Penny for your thoughts?"

Turning, Clark found Ororo there, smiling gently. "How much did you hear?"

"Enough."

Clark sighed. "He's probably right, you know." he said. "Ororo…do I ask too much, sometimes..?"

Ororo just laughed. "Of yourself? _Certainly!_ You and Scott are _exactly_ alike in that regard!" she lightly teased. "But you've _never_ asked too much of anyone else, Kal; we _all_ know it, including Evan." Chuckling, she added, "Sadly, however, we don't have the luxury of your Kryptonian stability; this is a trying time for a young man like Evan…to say _nothing_ of having mutant powers." She smiled. "I'll speak with him later; this is something an Aunt should be able to handle."

Clark smiled. "Thanks, 'Ro."

Ororo smiled back. "Anytime, Kal." With that, she walked after her nephew, while Clark headed back to his room, leaving this matter to the expert.

XXXXXXXX

_New York Skate-Park, November 8_

The afternoon sun was shining brightly over the skate-park as the legions of participants poured in, presenting their registration papers, which allowed them entrance to the competition, while spectators began to fill the benches, eager for the contest to begin.

As they took their seats in the benches, Charles, Ororo, and the rest of the X-Men and X-Force, looked out at the practice area. Spotting Evan, Charles couldn't help but smile. "Well, Evan's practice certainly seems to be paying off."

Tina nodded. "Yeah; I _bet_ Evan'll win, for sure!"

Her expression worried, Ororo glanced to Charles. '_Charles, are you certain that Evan's little…difficulty won't affect his performance, today?_'

Charles smiled gently. '_I am positive, Ororo._' he answered telepathically. '_I briefly scanned Evan using Cerebro; Evan's powers are simply fluctuating due to a momentary hormonal imbalance. I am quite certain that it will correct itself very soon, if it hasn't done so, already; he'll be good as new, in no time._'

At that, Ororo breathed a relieved sigh. '_Well, that's certainly a relief._'

His expression concerned, Scott glanced to Ray. "Any word from the Morlocks, Ray?"

Ray shook his head. "Negatory, Fearless; I haven't heard a _peep_ from Callisto or _anyone._"

Paige looked nervous. "You don't think that…that they _did_ it, do you?"

"Ah sure _hope_ not, Paige," Sam answered, "but it's not lookin' good…"

"Well, whatever's going on, the League'll figure it out." Jamie said.

Looking around, Jean spotted the refreshment stand. "Hey, I was just going to grab a soda; anyone else want anything?" No-one else spoke up. "Okay; back in a few." Jean added, before she got up, and headed for the refreshment stand.

"Well, it shouldn't be long, now." Lorna commented. "They should be starting, pretty soon."

Alison nodded. "I was going to go wish him good luck."

Scott nodded. "Tell him we all said good luck, too."

"Sure." Alison agreed, before she stood up, and walked towards the practice-area, to wish their friend good luck, while the others stayed behind, waiting for the competition to begin.

XXXXXXXX

After pulling a few practice-tricks on the few practice ramps that had been set up, Evan took a deep breath, trying to calm his thoughts, to focus on the competition…but his subconscious wasn't making it easy for him.

He _still_ felt lousy for yelling at CK, yesterday; the guy had only been trying to _help_ him, and he'd practically chewed Clark's _head_ off. To add insult to injury, Auntie O, having heard his little outburst, had decided to have a little _chat_ with him about his issues; it actually hadn't been as horribly awkward as he'd initially expected, as his Aunt had just calmly taken him aside and talked to him about everything that was bugging him. Truthfully, he felt a bit better about things, now…

…except for feeling guilty for yelling at Clark…

"Hey, Ev."

Turning, Evan spotted Alison walking up to him, smiling. "Hey, PG." Evan replied. "What's up?"

"Oh, the rest of us are just waiting for the competition to start so we can watch you kick the rest of these guys' butts." Alison answered.

Evan chuckled. "Good to hear, Diva."

Alison smiled. "Anyway, we all just wanted to wish you good luck, out there, Evan."

"Thanks." Evan answered. "Hey…when you see Big Blue…just tell him I'm sorry I wigged out on him, okay?"

Alison chuckled. "Sure, Evan; chances are, he's already forgiven and forgotten."

Evan smiled. "Thanks." he replied. "See you guys after." Alison smiled back, before she turned and walked off.

His conscience eased, Evan felt ready to _rip_; he was going to blow the judges _away…_

…as soon as he got something to drink; he was _parched._

Looking around, Evan spotted several free samples of Powr8 on a nearby table. Shrugging to himself, Evan walked over, picked up a glass, and started to take a sip…

"_Poison!!_"

That harsh whisper made Evan freeze, as someone nudged against him from behind, causing him to drop the sports drink before it touched his lips. Looking around, Evan tried to spot the person who'd bumped him…and then he thought he saw a figure in a long trenchcoat walking away..!

"Hey, man."

Turning back, Evan spotted Virgil standing there; quickly turning around, he found that the trenchcoat-clad figure was gone.

Virgil arched an eyebrow quizzically. "You okay, man? You look like you've seen a _ghost…_"

Evan shook his head. "It was nothing." he said quickly. "So, you ready?"

"Oh, yeah. You?" Virgil replied. Evan just nodded. "Anyway, pal, I just wanted to say good luck, out there."

Evan smiled. "You too, man; may the best boarder win."

Virgil grinned. "Same to you, dude." he replied. With that said, all they could do now was wait for the competition to begin.

XXXXXXXX

As she headed for the refreshment stand, Jean moved through the crowd still cluttering up the park; as the crowd began to thin, in anticipation for the start of the competition, Jean paused, as she thought she saw someone familiar. "Mrs. Matthews?"

At the sound of her name, Valerie Matthews turned, startled, before lightly smiling; Valerie was in her mid thirties, fairly tall and of elegant frame, with long, auburn hair, and hazel eyes, clad in a lavender long-sleeved sweater and slim blue jeans. Meeting Valerie was one of the few pleasant memories Jean had from her relationship with Duncan; Mrs. Matthews had always seemed to be a sweet woman, if a bit nervous…which was to be expected, if her husband was any indication. "Hello, Jean." she greeted softly. "How are you today?"

Jean smiled back. "Oh, I'm fine." she answered. "One of my friends is competing, today."

"Oh, that's nice." Valerie said. "My youngest, Mitchell, is competing today, as well."

"Oh, okay; I hope he does well." Jean replied; from the few times she'd met him before, Duncan's younger brother, Mitchell, had been a nice enough kid.

She just hoped that the 'shining' examples provided by his father and brother didn't rub off on him.

That thought brought another to her mind. "Mrs. Matthews?" she asked softly. "Are you…okay with…me?"

Valerie blinked at that…and then gently smiled. "Contrary to what my husband and elder son would indicate, not _everyone_ with the name Matthews hates mutants."

At that, Jean smiled. "Thank you, Mrs. Matthews." she replied. "I hope you enjoy the competition."

"You, too, dear." Valerie answered, before she continued on her way, as Jean headed to the refreshment stand.

As she reached the stand, Jean wasn't _too_ surprised to see that the only thing to drink was various flavours of Powr8; she was about to order a glass of grape-flavoured Powr8, when she spotted a familiar face. "Clark?"

At the mention of his name, Clark – in his reporter persona – along with Chloe, his partner, walked over to her. "Oh, h-hello, Miss Grey." Clark greeted. "It's nice to see you again!"

Jean managed to suppress a knowing smile. "You, too." she answered. "What are you two doing here?"

"We're covering this competition for the Bugle." Chloe answered. "Between this promotion and the media blitz Guy Spears and his partner, Michael Matthews, have launched for this product, Mr. Jameson wants us to get the scoop on it."

Jean's eyes widened in mild surprise. "Mr. Matthews is Spears' business partner??"

Chloe looked mildly annoyed. "Believe me, I was as surprised – and nauseated – as you are, now."

Jean frowned. "I _seriously_ doubt it, Chloe." she answered. "So, what exactly were you two planning on doing, now?"

"Well, we were hoping to talk to some of the competitors," Clark said, "but it looks like the competition is just about to start; I guess we'll have to wait until after it's over."

Jean nodded. "Are you guys thirsty?" she asked.

Chloe lightly smiled. "A little."

"Well, how about I get you both a glass of Powr8?" Jean suggested.

"Gee, that sounds great, Jean!" Clark replied, taking a step forward. "I think I'll have a…"

But Clark hadn't been watching where he was going; as his foot moved, one competitor's board rolled away…right into his path.

"_WHOOP!_"

As Clark stepped on the board, the board rolled forward, flipping Clark flat onto his back, as the board's momentum shot it into the refreshment stand, rattling it…and causing all the glasses of Powr8 to spill.

Chloe sighed. "And Klutzy Kent strikes again."

Jean couldn't help but chuckle; Clark likely hadn't _intended_ for that little expertly-timed goof-up to go _that_ well. "You okay?"

"Oh, sure, I'm okay!" Clark said, standing up. Noticing the stand-manager scowling at him, he gulped. "G-Gosh, I'm awfully sorry…"

"Come on, Smallville; I'd better get you out of here." Chloe chided, as she started to push Clark away. "It was nice talking to you, Jean!"

"You, too!" Jean replied, as she headed back towards the benches, while Clark and Chloe headed off.

By the time Jean got back to the benches, the competition had started. Quickly, she sat back down next to Scott. "Has Evan gone, yet?"

"Not yet." Scott answered. "I think he'll be up, soon, though."

Looking back to the skate-ramps, Jean saw Mitchell Matthews, a fairly tall, somewhat-lanky 14-year-old with hazel eyes and reddish-blond hair, finish up his routine with an impressive series of handstand tricks on the ramp's rim. As Mitchell skated to the side, another boarder – introduced as Virgil Hawkins – skated onto the park. Virgil quickly got up to speed, flipping into a rail-slide, before speeding up and _flying_ up the ramp, whirling into a perfect triple-spin, landing perfectly. Boarding up to the opposite ramp, Virgil flipped into a series of handstands, before kicking off and racing towards the first ramp, propelling himself into the air…where he executed a series of near-_impossible_ mid-air flips, before landing perfectly, ending his routine.

As Virgil skated away, Evan glided onto the course, the last competitor of the day; quickly picking up speed, Evan dove right into his routine, rocketing up one ramp and _blasting_ into the air, executing a front-to-back flip, a far cry from the spinning flips that most skaters used, before landing perfectly. As he touched down, Evan didn't lose even an _ounce_ of speed, as he kick-flipped into a rail-slide, before kick-flipping around to finish the slide backwards, in 'fakie' stance. Gliding off the rail effortlessly, Evan rode up another ramp, executing a series of handstand tricks, one right after another, before racing towards another ramp and flying into a double-spin. Landing perfectly, Evan moved into his final trick; cutting his speed _just_ enough, he kick-flipped on top of the nearby fire hydrant, whirling into a series of high-speed spins, trying to keep his balance while maintaining momentum, for one…two…three…four…_five_ spins, before dismounting, finishing his routine.

As Evan landed, the crowd erupted into cheers…although none cheered louder than the X-Men and X-Force. "Okay, if _that_ doesn't win it for him, I don't know _what_ will!" Kitty exclaimed.

With the last of the skaters finished, Guy Spears quickly conferred with the judges, before taking the microphone. "Well, I think we have our final three boarders!" he declared. "Our three finalists are…Mitchell Matthews, Virgil Hawkins, and Evan Daniels!"

With that revelation, the crowd erupted in another round of cheering. "I _knew_ he could do it!" Tina exclaimed.

"Remy got t' say, dough; de oth'r two were pretty good, too." Remy said.

Rogue nodded. "And was that red-haired kid Mitchell _Matthews??_ As in Dunc's kid brother?"

"Apparently so." Scott said.

Jean couldn't help but look worried. "That's not all; apparently, Matthews _Senior_ is Spears' business-partner."

Bobby blinked. "You mean that jackass' dad helps _make_ Powr8??"

Alison grimaced. "No _way_ am I drinking it _now._"

"Loathe though I am to admit it, I agree with Blaire." Anita muttered.

Charles chuckled softly. "Now, everyone, let's not go jumping to conclusions…"

"Sorry, Professor," Roberto said, "but when one guy gives you as much hell as Dunc has, you tend to get a bit suspicious."

Warren nodded. "Yeah, _especially_ given Spears' track-record." he added. "I did some checking, Professor; Guy Spears seems to have a knack for business _flops_ – all of the enterprises he's started in the past have gone under. He must have needed Mike's help to bail him out."

"Curiouser and curiouser…" Amara said.

Frowning to herself, Jean couldn't help but agree; for Evan's sake, she hoped she was wrong…but she just couldn't shake the feeling that something was _rotten_ in the skate-park…

XXXXXXXX

From his seat in the benches along with his parents, Duncan couldn't help but scowl as he heard the names of the other two finalists. "You _hear_ that, Dad?"

"I most certainly _did_, son." Michael answered.

Valerie just smiled, ignoring their sentiment. "Isn't that wonderful, Duncan? Your brother made the finals!"

Duncan snorted. "It'd be _nicer_ if there weren't two _freaks_ in there with him."

Valerie frowned. "Now, Duncan…"

"Our son is _right_, Valerie." Michael said coldly. "I don't know about the other one, but that Daniels mutant is _dangerous._ He shouldn't have been _allowed_ to enter."

Valerie looked stricken. "That may be _your_ opinion, Michael," she said, "but if so, kindly keep it to _yourself_; talk like that will make our boys prejudiced…"

Duncan laughed. "A little late for _that_, Mom; I've hated muties ever since Grey _dumped_ me, last year."

"Well, you were hardly a gentleman towards her, mister." Valerie lightly scolded. "She seemed like such a _nice_ girl…"

"It was an _act_, Valerie; she was _using_ our son to fit in, and she disposed of him as soon as she didn't need him, anymore." Michael muttered. "And _these_ are the creatures that our society holds up as 'heroes'."

Valerie sighed to herself. "I'm going to go congratulate Mitchell." she said. "I'll be back soon." With that, she walked off.

Duncan just frowned; it was so _annoying_, the way his mom babied Mitch, sometimes. The way she was going, Mitch would _never_ realize how dangerous mutants were. "Those muties probably _cheated_ to get into the finals." he muttered. "Somebody ought to _do_ something…"

"Someone _should._" Michael agreed idly. "Right now, we have more important things to worry about…like making sure that the next set of ramps are set up properly; we wouldn't want to have an _accident_ while some of the finalists are performing…"

His eyes widening, Duncan looked to his dad, who looked back with a neutral expression…but the sly twinkle in his eye told it all.

"Dad," Duncan said, slowly smiling, "mind if I go hang with my friends for a sec?"

Michael just smiled. "Not at all, son." Grinning, Duncan headed of, to go round up some of his football pals.

It was time to teach those freaks a _lesson._

XXXXXXXX

After the little skateboard mishap, Clark and Chloe had gotten statements from several of the judges, before simply waiting to the side for the competition to conclude. As he watched Evan get selected to head to the finals, Clark couldn't help but smile, especially as he heard the others cheer for Evan. Spotting Alison among them, Clark's smile couldn't help but widen…

"I saw that."

Clark froze, as he turned towards a smiling Chloe. "You saw Alison, didn't you?"

Clark gulped. "Uh…"

"Thought so." Chloe continued. "Hard to believe that she used to chase you around, every summer, isn't it?"

Clark chuckled. "Oh, yeah."

Chloe lightly smiled. "So, you gonna go talk to her?"

Clark froze up. "Huh?"

"I'm sure she'd be _thrilled_ to see you, again." Chloe said. "And who knows? She might _still_ be carrying a torch…"

"I don't know, Chloe." Clark answered. "She's already dating this guy Kal; she's probably got better things to do than hang out with a farm-boy goofball…"

Chloe sighed to herself. "_Seriously_, Smallville, you have _got_ to invest in some self-esteem."

Clark chuckled. "I'll see what I can do." he answered.

Looking around, Chloe sighed. "Pity Peter couldn't be here to take pictures."

Clark chuckled. "He had a few errands to run."

"Anyway, why don't I go get us some drinks?" Chloe suggested. "_You_ just stay put, mister; I don't think we need _another_ mishap, today." With that, she headed off.

Alone, Clark cast a discreet glance towards his _taushi_ in the benches, this time meeting her gaze; as she saw him, she gave him a secret smile, likely having heard everything, before looking back towards the skate-park. Smiling back, Clark looked towards the ramps being set up…and froze, as he saw several shadowed silhouettes behind the ramps, lingering out of sight…when the construction crew had started to move clear. His eyes narrowed as his vision focused in on them…and then they widened, as he saw Duncan Matthews and his football pals tampering with the ramps…with _Evan_ set to go first!

Clark quickly looked around; the competition was set to start in minutes, and there was no way to warn Evan. He couldn't get to the others in time, either…so he decided to go straight for the source.

Moving through the crowd as quickly as he could, Clark headed towards Guy Spears, who was currently talking to someone Clark couldn't see, as Guy was between him and the other person. "M-Mr. Spears!" Clark called out, hurrying towards him. "Please, sir, a moment..!"

Guy just looked over his shoulder at Clark, and smiled. "Sorry, son, but I won't be making any statements to the press until _after_ the competition…"

"It isn't about that, sir!" Clark cried. "I have reason to believe that some teenagers have _tampered_ with the ramps..!"

It was then that Clark got a good look at the other person, and recognized him, as Michael Matthews stepped into view. "That's quite a big accusation, mister." he said coldly. "I assume you have proof..?"

Clark gestured towards the ramps. "I _saw_ them, sir; they're right over..!" But as he looked towards the ramps, he saw that Duncan and his pals had already left.

Michael scowled. "Look, _kid_, until you have concrete evidence, I'm afraid that what you 'saw' doesn't carry much weight." he sneered. "Remember that before you let fly with any outrageous accusations; not even the _press_ is immune to charges of _slander._" With that, he and Guy walked away.

Clark could only watch the skating area in dismay; the finals had already started…

As the crowd cheered, Evan quickly got up to speed, before launching into a fakie railslide, dismounting with a spinning kickflip, causing the crowd to cheer again. Gathering speed, Evan raced up the ramp, launching himself into the air…

…but _just_ as he cleared it, the ramp started to collapse, turning the excited cheers to screams of horror.

Momentarily suspended in midair, Evan could only watch as the ramp started to fall back towards his fello boarders; as the ramp fell towards them, he saw Virgil start to lead some of the others out of the way…but then he saw Mitchell trip and fall.

Acting quickly, Evan altered the momentum of his spin-trick, shifting from a forward-flip to a side-spin…giving him the _perfect_ shot; concentrating hard, Evan formed two long bone-spikes on his forearms, wincing in pain as the extra size of the bones stuck in his arms, before firing them; the bones lanced into the trunk of the tree _just_ above where Mitchell had fallen…causing the falling ramp to catch on them and stop momentarily, giving Mitchell _just_ enough time to get clear, as Evan came out of his spin, landing on his feet, breathing a sigh of relief…

"_Disqualify_ that mutie!!"

Duncan's accusation cut through the silence that had formed. "That freak used his powers!" Duncan accused. "He tried to _off_ my little brother..!"

"Oh, that's _bull_, and you _know_ it!" Virgil shouted. "He was trying to _save_ him, dumbass!"

"He probably _cheated!_" one of the boarders who'd been eliminated shouted. "He probably used his powers to get to the finals!"

That accusation caused Guy to walk over. "Is this true?" he asked Evan. "_are_ you a mutant?"

Frowning, Evan nodded. "Yeah," he answered, "but my powers don't have anything to do with..!"

Guy's expression turned grave. "I'm afraid that there's going to have to be an inquiry." he said. "If there _was_ any cheating…"

Evan scowled at that. "_Save_ it!" he spat. "I already _know_ how _this_ is going to end!" With that, he turned, and stormed off, grabbing a sample of Powr8 from the refreshment table to drown his sorrows. As Evan started to take a sip, Clark could only look on helplessly, shocked at the utter _injustice_ of what had just happened…

…but his shock turned to utter _horror_, as he saw Evan _convulse_ the very _second_ he took a sip, dropping to his knees, as dozens upon dozens of bone-spikes started to pop out of his skin, firing off wildly, driving the crowd into a _panic_.

As Evan's spikes shot towards the benches, Jean and K'imm quickly raised telekinetic shields, repelling the bones, while Ororo, nearly frantic with worry, tried to reach her nephew, but the crowd kept pushing her away.

As he fought to get through the crowd to reach his friend, Clark's eyes widened as he saw a trenchcoat-clad figure pick Evan up and start to walk away. "_Hey!!_" Clark shouted, racing after the figure, but his shout only served to spook whoever it was; the figure darted into a dark alley by a nearby building, zipping out of sight. After managing to break free of the crowd, Clark ran into the alley…and found it empty.

Empty, that is, save for the manhole at the very end of the alley.

As he saw the manhole, Clark's eyes narrowed firmly, before he reached under his shirt and took out his communicator. "Boy Scout to Slim Shady; it looks like our not-quite-so-friendly sewer-dwellers _are_ involved in this. I just saw one of them take Evan."

"_Sounds like we'll need to organize a rescue-mission._" Scott answered. "_We'll head back to the Institute and see if we can get a fix on him._"

"You'd better take some med-kits, too." Clark said. "Evan's sick…and I'm betting that Powr8 has something to do with it; Evan's symptoms started the _second_ he took a swig."

"_If that's true, then we need a sample; we need to find out __**exactly**__ what we're dealing with._"

"Already on it, Cyke; I'll contact you when I know more. Boy Scout out." Ending the transmission, Clark headed back to the skate-park; as he walked by the spot where Evan had fallen, he quickly picked up the bottle that Evan had drank from, before grabbing a full sample-bottle of Powr8 from the refreshment table.

He found Chloe near the entrance to the park; walking over to her, he handed her the full bottle. "Chloe, I need you to get this to the crime lab; I want a full toxicological scan run on this stuff."

"What? Why?" Chloe asked, confused.

"Evan Daniels was drinking this stuff when his powers went haywire." Clark answered. "I have reason to believe that Powr8 had something to do with it."

Chloe's eyes widened as she took the bottle. "Oh my God…"

"If this stuff _is_ toxic – if it _did_ poison Evan – then we need an _official_ laboratory test-result, along with a sworn statement from an _expert_ to back it up." Clark finished.

Chloe nodded, before she started to smile. "_Just_ when I start to think you're a goofball, Clark, you go and do something like _this._" she said. "I'll get right on it."

"Thanks." Clark replied. "I'm going to do a little snooping; I'll contact you when I know more." Chloe nodded, before she turned, and hurried off. Alone again, Clark darted out of the skate-park, zipping into a dark alley, where he took out his belt-computer and scanned the bottle Evan had drank from. "Boy Scout calling Eye-in-the-Sky; I'm sending you a readout from a tox-scan – I need it processed A.S.A.P. Send me the results as soon as you're done."

"_Understood, Kent. Watchtower out._"

As Batman ended the transmission, Clark headed further into the alley, as he quickly shed his street-clothes, revealing his uniform underneath; after hiding his clothes, Superman took to the air, flying off, before hailing the others via his communicator, to rendezvous with them, as he started to scan the streets and the sewers below them, looking for their friend.

XXXXXXXX

After Evan's unofficial disqualification, and the ensuing panic, Virgil quickly met up with Richie outside the park. "_Man_, remind me to _never_ get Evan mad!" Richie exclaimed.

"Something ain't right; Evan's not the type to freak out _that_ much over something like this." Virgil said. "And it happened _just_ after Evan drank that Powr8; I'll bet my _board_ that stuff's got something to do with it."

"Looks like you're not the _only_ one." Richie replied, glancing towards the sky; looking up, Virgil spotted Superman, flying off, likely to try and figure out what the _heck_ was going on.

Virgil nodded. "Up for a bit more hacking?"

Richie grinned. "What kind of a sidekick would I be if I _wasn't?_" Grinning back at his pal, Virgil hurried off, to find a dark place to change.

It was go-time for Static.

XXXXXXXX

When Evan came to, the first thing he realized was that he felt _horrible._

_Everything_ hurt, from his _scalp_ down to his _toes_, accompanied by an unending aching sensation deep in his _bones_; he felt like someone had squashed him with a paver and then blown him back up like a carnival balloon…

"I see that you're awake."

Evan's eyes widened, as he quickly sat up…and then realized _just_ how stupid an idea _that_ had been. Looking around, he found himself in a sewer tunnel…and there, sitting down next to him, was a young woman, close to his own age, with fairly dark skin, long ebony hair, and a single brown eye, her other eye covered by an eyepatch…from where her abusive father had cut it out, Evan knew. She wore black pants and an olive-green tank top, both of which had seen better days, underneath her brown trenchcoat…but Evan would have recognized her _anywhere._

"_Callisto??_" Evan choked out.

Callisto smiled wearily. "I _told_ you not to drink that stuff, top-worlder."

Evan's eyes widened. "That was _you??_"

Callisto nodded. "That drink…it's _poison_ to us."

It was then that Evan noticed that Callisto looked almost as bad as _he_ must have. "What happened?"

Callisto coughed. "We tried to stop them…"

"So it was _you_ guys that sabotaged the Powr8 plant." Evan said.

"We had no _choice._" Callisto countered. "They were _killing_ us."

"Why didn't you tell us?" Evan asked. "We would have helped…"

Callisto frowned. "This was _our_ problem; we thought we could handle it ourselves." she muttered, before coughing again. "We had thought that attacking the plant would have been enough…but they didn't stop." Another cough. "Healer said that this wasn't something we could do alone…"

Evan's eyes widened in realization. "…so you came up to find us."

Callisto nodded. "I knew that if I took one of you, the rest of you would come." she answered. "After I saw you drink that poison, I knew you were the obvious choice."

Groaning, Evan started to stand up. "All you had to do was _ask_, Callisto." he muttered. "I'll just head back up and let the others know…"

"No."

Callisto's reply surprised him. "But I thought you _wanted_ us to help…"

"That isn't what I meant." Callisto answered. "You're one of _us_, now." With that, she gestured to a nearby murky pool. Confused, Evan walked over, looked down…and _froze_.

His reflection showed dozens of spiky growths jutting out of his face, as well as his arms, chest, and legs; concentrating hard, he tried to retract the spikes…and got nothing. Focusing _harder_, he tried _again_; likewise, zip.

He was _stuck_ like this.

As the colour began to drain out of his face, Evan managed to find his voice. "So…what do we do, now?"

Slowly, Callisto got to her feet. "Now we wait for your friends to get here." she answered. "Between all of us, we should be able to stop them…" But she got no further, as a dart shot out of the shadows, embedding itself in her neck, causing her to fall to the ground, out cold, seconds before a second dart shot towards Evan, but hit one of the bony plates that had formed on his chest underneath his clothes. Evan quickly looked around, reflexively popping out his wrist-spikes, trying to spot their assailants…seconds before another dart hit him in the neck.

As his world went blurry, Evan felt himself fall to the ground hard, before he faintly saw numerous black-clad figures step out of the shadows, reaching for him…and then, he passed out.

XXXXXXXX

The sky was turning red as the X-Van raced towards the rendezvous coordinates that Superman had given them; inside the van, the mood was a tense one, as the X-Men, plus Storm, who'd insisted on coming, as well as Krypto, were all silent with worry about their friend…

"_Watchtower calling X-Men; respond._"

As Batman's voice came in over the radio, Cyclops quickly returned the hail. "We're here, Batman; any word on Evan?"

"_Negative, Cyclops; neither J'onn nor Hawkgirl could get a fix on him._" Batman answered. "_However, we do have the results of the tox-screen that Superman wanted run; he was right – Evan was poisoned._"

Storm suppressed a gasp, as Krypto softly whined.

"So the Powr8 did it?" Shadowcat asked.

"_Correct._" Batman replied. "_The drink contains an impurity that causes something akin to an allergic reaction in cells positive for the X-Gene; contact with it triggers a hypersensitive reaction…_"

"…causing mutant powers to go nuts." Rogue finished.

"_I'm afraid that's just the start._" Batman continued. "_Repeated exposure will cause mutant cells to burn out and become unresponsive to __**any**__ stimuli…even normal ones._"

Power Girl's eyes widened. "So…if a mutant drinks too much Powr8, they could..?"

Batman's silence spoke volumes.

Storm's voice was shaky. "Can you cure him?"

"_If we knew exactly how the drink is made, we should be able to determine the exact nature of the impurity._"

Cyclops nodded. "We'll have to ask Spears about his business practices, then."

Siryn arched an eyebrow. "Since we did not see any others exhibiting symptoms, I assume that the drink is harmless to non-mutants..?"

"_Only at first._" Batman answered. "_The impurity is bioaccumulative; it may not be toxic to normal humans after __**one**__ bottle, but after ten or more…_"

"_Merde…_" Gambit muttered. "Gambit gon' be more careful 'bout what 'e drinks, fr'm now on."

"We're coming up on the rendezvous point, now." Cyclops reported. "We have X-Force on standby; if anything comes up, don't hesitate to notify them."

"_Understood. Watchtower out._"

By then, they had reached the rendezvous point; a street in the older part of town, right in front of a manhole cover. As they parked the van and got out, Cyclops saw that Superman and Green Lantern were already waiting for them. Superman looked grim. "Has Batman told you..?"

"…about Powr8 being toxic?" Avalanche finished. "Oh, yeah."

Nightcrawler looked worried. "But vhy did zhe Morlocks take Evan?"

"That's what we're gonna find out, Fuzzy." Scarlet Witch said.

Green Lantern nodded. "Think we'll be able to track these 'Morlocks' down?"

Phoenix chuckled. "With _Krypto's_ nose? _Easily!_" she answered, as Krypto barked in agreement.

"We'd better get moving." Superman said. "There's no telling where they might have taken Evan…"

"In that case, I'm guessing you guys might need a little backup."

At the sound of that voice, they all turned around in time to see a young African-American man, in a black-white-and-dark-purple uniform step off a hover-board of crackling electricity onto the street behind them, his board fading away as he did. Green Lantern's eyes narrowed. "_You_ again?"

"You know this guy?" Power Girl asked.

Superman nodded. "Everyone, Static; Static, everyone."

Static chuckled, and gave them a brief wave. "I was just in the neighbourhood, and thought you might need an extra pair of hands."

"The _last_ thing we need is some hothead kid getting into something he can't handle." Green Lantern said. "I suggest you _go home._"

Static's eyes narrowed. "_Look_, pal," he shot back, "maybe I'm _not_ a big-leaguer like you guys, and maybe I _don't_ know as much about this as you guys do…but I _do_ know that somebody needs help, so if you've got a _problem_ with me wanting to help fix it, I suggest you _say so_; otherwise, _I_ suggest that _you_ should _step off._"

There was a momentary silence at that; Green Lantern simply arched an eyebrow in response, considering him…while the X-Men braced themselves for the inevitable…

"You follow _our_ plan." Green Lantern said. "You do what _we_ tell you; step out of line, and you're _gone._"

Static half-smiled. "Cool by me."

The X-Men all breathed a relieved sigh. "We'd better get moving." Superman said, lifting up the manhole cover. "Let's go." With that, they started to head down into the sewer depths.

Once they were all inside, Power Girl generated a light-field around herself, illuminating the tunnel they were in, supplementing Green Lantern's force-field glow. "So, these 'Morlock' guys…" Static began, "…they live down here?"

Cyclops nodded. "They're mutants whose mutations are more obvious than most, and who feel cast out from society."

Static's expression saddened. "_Dude_, that is the very _definition_ of raw deal."

"My sentiments _exactly._" Siryn agreed, frowning. "One could only feel sorrow for anyone forced to live _here._"

Rogue smirked. "Too much for ya, Princess?"

Siryn glared at her. "I will do what is _necessary._"

Green Lantern looked around. "You sure that pooch's nose can find anything, down here?"

Superman chuckled, giving Krypto's head a scratch. "He did it before." he replied, before kneeling down to his pet. "Okay, boy; you know what to do…"

"That will not be necessary, Superman."

Instantly, they all turned towards the owner of that voice…and found an older man, in his mid fifties, with fairly long, greying hair, a thin white beard, and green eyes, clad in a tattered priestly raiment, his white collar turned light brown from the dirt.

"Healer." Superman greeted the Morlocks' spiritual leader. "I wish we could have met again under better circumstances."

Healer smiled weakly. "As do I." he replied. "With all that has happened, I believed that you would come, and since this was the way that young Raymond last used, I felt it a safe bet. No doubt you all have questions."

"No kidding." Phoenix said. "What's going on, Healer?"

Healer simply raised his hand. "Before I answer, there is something that you must see." he replied. "Follow me." With that, he turned, and walked away, as the others promptly followed.

Healer led them to the Morlocks' humble dwelling, a series of makeshift lodgings amongst the sewer-pipes; the rest of the Morlocks were all there…and every single one of them looked _deathly_ ill.

Healer's grim expression only worsened. "This began several weeks ago." he murmured. "It started with Torpid getting a stomachache; we had thought it was just a simple virus…but when the others started falling ill, we knew that it was something else."

Just then, the brown-haired, somewhat-turtle-faced Lucid walked by, looking particularly ill, his eyes almost glazed. Healer looked stricken. "Lucid, why didn't you tell me you had gotten this bad?" He reached out to the boy…

"N-No, really, Healer, I'm okay," Lucid murmured weakly, "you should save your strength…" But Healer ignored him, and took hold of the boy's shoulders, his hands beginning to glow with a golden light; almost instantly, Lucid's colour started to improve, until he was almost in perfect health…but he looked stricken as he saw Healer stagger back after letting go.

Quickly, Superman moved to catch him, helping the old priest into a chair. "You've been healing non-stop, haven't you?"

Healer suppressed a cough. "The poison…it's in our water." he wheezed. "We tried to boil it out, but it boils at the same temperature as water…there's no getting rid of it." He coughed again. "I've done the best I can, but all I can do is keep the others alive…and I only have so much to give…"

Cyclops looked stricken, as he took out the med-kit clipped to his belt, as the others did the same. "You just rest now, Healer; let us help, now." he said. With that, they got to work.

Within minutes, each of the Morlocks had been seen to and were resting in their lodgings. As she tucked the little girl Torpid in, Power Girl sighed. "Isn't there anything more we can do for them?"

"Not until we know what we're dealing with." Phoenix answered. Glancing to Healer, she added, "You said that this poison is in your water; how did it get there?"

His energy momentarily renewed, Healer stood up. "I know where it came from." he whispered. "I'll show you." Slowly, the old priest started to walk off, as the others followed him.

Healer led them to a sewer-pipe a few meters from the Morlocks' home…where a dark, wine-coloured liquid was trickling out of the pipe and into the water. "We noticed this substance start to come out of the pipe at around the same time as this started." Healer explained. "This feeds into the water-supply we use to purify our drinking-water."

"Where does it lead?" Shadowcat asked.

"_I'll_ tell you where." Static said, as realization dawned on him.

Superman nodded in agreement. "The Powr8 bottling plant." he said. "_That's_ why you guys went after it."

Healer nodded. "Callisto found out where the pipe led, several days ago; after I healed her, Caliban, Torpid, Cybelle, and Scaleface, they went to try and stop it."

Nightcrawler gulped. "Ve _have_ to tell the Professor."

Cyclops nodded. "If we let the Professor know what's happening, he'll get Spears to kill production." he said.

Healer looked relieved. "Thank you."

"Give back Evan and we'll call it even." Storm said.

"One of the Morlocks took him when he was poisoned by Powr8, a short time ago." Superman explained. "He needs treatment."

"Callisto said that she was going to bring one of your comrades here to lure the rest of you here," Healer said, confused, "but she should have been back, by now…"

Green Lantern's eyes narrowed. "Something's not right, here." he muttered. "Is there any way to locate him?"

"Caliban would have been able to do it, if he weren't so weak." Healer replied.

Cyclops nodded. "Jean?"

Closing her eyes, Phoenix concentrated, focusing on Evan…before her eyes opened wide. "He's at the bottling plant! Callisto is with him!"

Gambit shook his head. "Dis don' look good; dat crazy _fille_ be tryin' t' bring de 'ouse down, again…"

"No…no, I don't think so." Phoenix answered. "Something _is_ wrong."

"We'd better check this out." Superman said.

"Agreed." Cyclops added. "We'd better hail X-Force, and have them get down here with more med-kits."

Superman nodded. "I'll let Hawkgirl know what's happening, and have her meet us there." he agreed. "Let's move!" With that, they all headed out of the sewer, to get to the _bottom_ of this.

XXXXXXXX

_Powr8 bottling plant_

His mind stuck in blind panic, Guy Spears hurried into his bottling plant, finding Michael Matthews calmly sitting in his office. "It's over, Mike; we're _ruined!_"

Michael just looked at him calmly, before he stood up. "Calm down, Spears…"

"_Calm down?!_ Didn't you _hear_ me?!" Guy wailed. "It's _over!!_ I just got off the phone with Charles Xavier, Mike; _apparently_, our little sports-drink is _highly_ toxic to mutants, and toxic in high doses to everyone _else!_ Our product _kills_ people, Mike! When the FDA finds out..!"

Michael's slap cut off Guy's panic. "They're not _going_ to find out, Spears."

Guy gulped. "But they _are_, Mike! Apparently, there's a leak in one of our tanks; it leaked into the sewers, where it's been poisoning some colony of mutant outcasts; if they start talking..!"

Michael chuckled. "Yes, I've heard about that." he interrupted. "An…associate of mine told me about them when I mentioned that our saboteurs escaped to the sewers; he also suggested a little _solution_ to our problem." With that, he gestured to the office window, overlooking the rest of the plant.

Looking down, Guy saw about two dozen black-clad men walk into the factory. "In order to keep this from getting out, we need to destroy the evidence." Michael said. "These men are going to blow this place sky-high…_after_ we've left and established alibis, of course. The blame will fall to our unknown saboteurs, who for reasons unknown chose to dump our entire supply into the sewers, while we collect the insurance and get back _everything_ we've invested and _more._"

At that, Guy smiled; that could just work…until he remembered one last detail. "But what about the Institute kid that got sick..?"

"You mean _that_ one?" Turning, Guy looked closr, and saw the Daniels kid, covered in what looked like bony plates, along with a teenage girl, both being dragged in by the strangers.

"We destroy _all_ the evidence. Spears." Michael finished. "No witnesses."

Guy's eyes went wide. "Mike…"

"If we don't, we _both_ get sent to jail, Spears." Michael said. "It's them or us…and _I_ choose _us._"

Guy was silent for a moment…before he nodded; there was no other choice.

"Okay." he agreed.

Michael smiled. "Then we'd best get started." With that, they both headed off, to establish alibis, while their new associates did their work.

XXXXXXXX

By the time that Superman, Green Lantern, Hawkgirl, the X-Men, Storm, Static, and Krypto had reached the bottling plant, the sun was just starting to set. As they stood upon a rooftop overlooking the plant, Superman looked through the plant's walls with his X-Ray vision, scanning its interior thoroughly. "We've got company." he reported. "I count around twenty-four, all with light armaments and packing enough heavy explosives to bring the whole place down."

"Can you see Evan?" Storm asked.

Superman nodded. "They've got both him and Callisto under guard."

Scarlet Witch frowned. "It looks like Spears found out about his drink making mutants sick."

"An' now 'e's gon' wipe out de evidence." Gambit said.

"Right along with any hope for a cure." Static muttered.

Green Lantern looked grim. "We need to access Spears' files before those goons delete them."

Hawkgirl nodded. "And if this place goes up, Spears gets away with the whole thing." she agreed.

"They're placing most of the explosives around the conveyor belt and the bottling tanks." Superman observed. "Shadowcat, think you can short them out?"

"No problem." Shadowcat answered.

"We'll need to get to those files fast." Cyclops said. "Gambit, do you think you can hack their system?"

"Easier den Tante Mattie's 'omemade gumbo."

Cyclops blinked. "Right." he said. "Nightcrawler, can you 'port Gambit into the computer room without being seen?"

"_Jawohl!_"

Storm looked stricken. "We'll need to get Evan and Callisto clear _quickly_, because once the shooting starts..!"

Superman chuckled. "I think that Power Girl and I have that covered."

"The rest of us will have to take those guys out before they get a chance to set off any explosives." Green Lantern said. "As soon as we're in, we pick our targets and take them down _fast._"

Cyclops nodded. "We'll give Nightcrawler and Gambit five minutes to get in and get the files." he agreed. "After that, we move in."

"Okay by Gambit." Gambit said. "Time t' 'aul tail, Fuzzy." With that, Nightcrawler simply placed his hand on Gambit's shoulder, before 'porting them both away, while the others began counting down five minutes.

XXXXXXXX

Inside the bottling plant, as their comrades continued placing their explosives around the plant's machinery, two of the demolition team walked into the main office, where the main computer was housed. As one sat down at the computer, quickly bringing up the main database, he started to run a delete-command, while his comrade kept an eye out, just in case…

As the watchman inhaled, he suddenly caught whiff of a pungent, sulphurous odour. "_Jeez_, Sikes!" he wheezed, grimacing. "Lay off the bean burritos, will ya?!"

Sikes gagged, his delete command interrupted. "It wasn't _me_, Franco!"

Franco scowled, turning around. "Well then _who_ was it..?" he began…but then he froze, as he saw a pair of glowing yellow eyes staring out from the shadows at him.

Before Franco could even cry out, the yellow-eyed shadow leapt at him, tackling him to the ground and knocking him out with a punch. Utterly terrified, Sikes raced towards the door, to warn the others…but his cry was cut off, as a steel staff slammed the side of his knee, sending him falling, before the staff smacked him into unconsciousness.

After taking out one of the thugs, Nightcrawler quietly pulled the two of them out of sight and closed the door, while Gambit sat down at the computer, cancelling the delete command. "Did ve get here in time?" Nightcrawler whispered.

Gambit scowled. "Dese guys already deleted a good bit," he muttered…before he smiled, "but dey didn' get de procedure used t' make de stuff!"

Nightcrawler breathed a relieved sigh as Gambit started the download…and then gulped nervously as he saw the silhouettes of the other goons start to approach the office through the window. "So…zhink zhey heard us?"

Gambit frowned. "Gambit 'ope not; 'e needs a bit more time." he muttered. "Now'd be a pretty good time f'r de others t' step in…" With that, all he could do was keep the download running, while the rest of the thugs started to close on them…

XXXXXXXX

Once the last of the explosives had been placed, they had been ready to activate the timers when Sikes' strangled yell came from the computer room; gesturing to three of his comrades, the leader of the demolition team started to move towards the office, flanked by three others, weapons at the ready…

Suddenly, a massive green energy-beam lanced through the ceiling, slicing it open like a scalpal; as the entire demolition team turned towards the now-open hole, they saw a blast of pure crimson force blaze through it, sending two of them flying, followed by a pulse of ethereal fire, singing another two. Before they could react, Hawkgirl dove in through the hole, landing on her feet amidst a group of four goons, unleashing a wide swing of her mace, sending them all flying, and giving, Green Lantern, Static, Storm, Krypto, Phoenix and Cyclops time to descend into the factory, with Phoenix levitating herself and Cyclops down.

As the remaining thugs turned towards them – and thus ignoring the shadowy female silhouette moving through the machinery, along with the occasional sparking whenever she passed through an explosive – they opened fire, prompting Green Lantern to raise an energy shield, protecting them all…just as a cloud of green smoke appeared to the right of the goons, as Siryn 'ported herself, Avalanche, and Rogue into the factory. After Rogue gave Avalanche a quick tap, the two of them unleashed an impressive earthquake that _literally_ shook the weapons _right_ out of their hands, before Siryn unleashed a sonic scream, sending six thugs flying.

As another six tried to recover their weapons, Static and Storm unleashed a double-electrical blast, electrifying their guns and shocking any thug stupid enough to try and touch them…giving Krypto the opening he needed; his fangs bared, the Superdog barreled into one thug, knocking him into the air, before he grabbed the goon by the ankle with his teeth, and then _throwing_ the screaming felon into two more, knocking them down. As the other three tried to run away, Cyclops fired an optic blast, overlaid with one of Phoenix's TK-pulses; as the blast connected, the pulse detonated, spreading the blast's energy out in an impressive burst, knocking all three of them down.

In panic, the last two thugs guarding Evan and Callisto took aim at their hostages, to use them as leverage…but their leverage was quickly taken away, as two blurs – one silver, and one blue – darted past them…and then they suddenly realized that they were missing both their weapons _and_ their hostages, as they turned and saw Superman and Power Girl there, between them and the recovering Evan and Callisto, with their guns, now crushed, in Superman's hands. Superman and Power Girl looked to each other, nodding in understanding, before they both unleashed bursts of gale-breath, sending the two goons flying.

With the would-be arsonists dispatched, \superman turned back to Evan, whose torso was now almost _covered_ in bony, armour-like plates, his clothes in tatters, with only his head bare. "You guys okay?"

Evan looked at his hands, his expression darkening. "I _guess._"

By then, Gambit, Nightcrawler, and Shadowcat walked over to them, their respective tasks complete. "Did you get the files?" Superman asked.

Gambit grinned. "Not only did we get de process Spears used f'r makin' dis stuff," he reported, "but we got _proof_ dat 'e been skippin' on de las' few steps in de process…where de 'mpurities get taken out."

Nightcrawler grinned. "Ve got him dead to rights!"

Phoenix smiled wryly. "Any chance that Matthews Senior was involved?"

Gambit shook his head. "Sorry, _chere_; if 'e was, it got d'leted 'fore we could find it."

Superman chuckled. "Well, once we turn Spears over to the police, there's always the chance that he'll give up his partner-in-crime."

"So much for honour among thieves." Hawkgirl quipped.

"Kitty, did you take care of those explosives?" Cyclops asked.

Shadowcat nodded. "Their detonators are all fried." she began. "They won't be causing any…"

But Callisto's shout of warning interrupted her. "_LOOK OUT!!_"

Turning, Superman spotted one thug reaching for his gun; before anyone could stop him, he took aim, and fired…at the bottling tank with the explosive still attached..!

"_Lantern!! Power Girl!! SHIELD!!_" Superman shouted; quickly, Green Lantern and Power Girl raised their respective barriers around them all, seconds before the bullet hit…

_BOOOOM!!_

The tank exploded in an impressive blast, soaking the entire room with the toxic drink…as well as dumping _gallons_ of Powr8 into the dump-basin…which leaked into the sewer.

As the tide of the deadly drink subsided, Callisto looked stricken. "We…we have to warn the others..!"

"There's no time; that swill will reach them in _minutes…_" Siryn murmured.

"X-Force should be able to slow it down." Cyclops said.

"Not enough to evacuate the Morlocks." Hawkgirl said. "We need a _plan…_"

Static's eyes widened. "Hey, Supes? How hot are those eye-rays of yours?"

Superman blinked. "On average, they can superheat pretty much anything to temperatures in excess of 50000 degrees Kelvin."

"So you could vaporize that stuff, right?"

Green Lantern shook his head. "It's still toxic as a gas, kid."

"_Not_ if he keeps heating it!"

Superman's eyes widened. "_Plasma!!_" he exclaimed. "Static, that's _brilliant!_"

Rogue arched an eyebrow. "Come again?"

"Plasma is the _fourth_ state of matter, the kind that exists in stars; it's what you get when you superheat a gas." Superman explained. "At these temperatures, electrons are stripped from atoms, resulting in a highly charged, corrosive semi-gaseous substance…which can be manipulated by electrical fields..!"

"Like _mine!_" Static finished. "If you can superheat that stuff and turn it into plasma, I _know_ I can tow it out of there with my powers!"

Superman nodded. "The rest of you, catch up to us as soon as you can; there's no time to lose!" With that, he darted off at top speed, while Static quickly generated another hover-board, and took off after him, to intercept the toxic liquid, before it was too late.

XXXXXXXX

_New York sewers_

The very _second_ they had gotten Cyclops' hail, Iceman, Havok, and Berzerker darted into the leaking pipe to intercept the Powr8, to buy time for Superman and Static, as well as to give Angel, Sunspot, Wolfsbane, Leviathan, Phantom, Multiple, Jubilee, Android, and Leap a chance to get the Morlocks to safety. As they reached a fairly long section of pipe, they stopped as they felt the pipe walls start to shudder…seconds before the mass of Powr8 rushed towards them…

"Okay, guys! Push it _back!!_" Iceman ordered. Nodding, Havok and Berzerker unleashed force-blasts and electric surges, slowing the rushing liquid enough for Iceman to raise a solid wall of ice between them and the poison. As the liquid hit the wall, the ice held firm, earning relieved sighs from all three of them…

_Crack!_

Iceman froze as he saw the hairline crack start to form in his ice, as the Powr8 started to seep through, turning it dark red. "_Fall back!!_" he ordered, before taking out his communicator. "Colossus, Boom-Boom, Polaris, move up to the secondary intercept point!" With that, the three of them darted away, as the cracking of the ice began to grow louder…

The three of them ran as fast as they could to the second intercept point several meters away, where Colossus, Boom-Boom, and Polaris were waiting for them; once they were on the other side, Boom-Boom quickly lay down several charges, which promptly detonated, collapsing part of the tunnel. Colossus then began to move large sections of rubble into place to form a solid barricade, as Polaris did the same by using her powers to repel the rubble into place. Once the barricade was solid, Berzerker used his powers to weld the rubble together, before Iceman put up an extra ice-wall for good measure…

…and then the liquid broke through the first ice-wall, rushing through the tunnel and smashing into their second barrier; as the Powr8 hit, small streams started to trickle through…

Havok grimaced. "_Tell_ me that'll hold."

"We can't guarantee it." Iceman said, switching on his communicator. "Magma, Miss Martian, both of you move up to the third intercept point; we'll be there soon." With that, they all hurried away, as their barricade started to bulge…

Magma and Miss Martian were already waiting for them when they reached the final intercept point; if the Powr8 got through _here_, there was nothing standing between it and the others. Assuming her fiery form, Magma fired a stream of flame into the tunnel, melting part of its wall in on itself, forming a molten barrier, which Iceman quickly cooled with an ice-blast, solidifying it. Magma then formed a second barrier, and then a third. "Will that hold it?" she asked.

Iceman looked grim. "Let's hope so."

He was answered then by the sound of the toxic liquid breaking through their second barrier to strike the first of Magma's walls…before breaking through to the second…and then the third, which began to swell…and burst apart, rushing towards them…to impact against Miss Martian's TK-shield.

Berzerker grimaced. "_Jeez_, how much of this crap did Spears _make??_"

Colossus frowned. "This is why I am not liking American soft-drinks."

As she pushed the Powr8 back, Miss Martian's expression turned strained. "I…I don't know how much longer I can hold it…"

Just then, a familiar blue-and-crimson blur darted in, followed by an African-American youth riding on a hover-board of static electricity – Static, Iceman guessed. "Good work, guys." Superman said. "We'll take it from here."

"Fine with us, big guy." Iceman answered. "Get ready, K'imm."

Miss Martian winced. "I was ready ten _seconds_ ago."

Quickly, Superman moved ahead of Miss Martian, his eyes starting to glow red. "Get ready, Static." he instructed, his eyes glowing brighter and brighter as he spoke. Quickly, Static's hands started to spark with energy, ready to catch the plasma that Superman's eyes would form. "Miss Martian…drop it _now!!_"

With a gasp of relief, K'imm let go of the Powr8, allowing it to flood towards them _just_ as Superman fired his eye-rays, tapping _20_ percent of his maximum power, and widening the beams to encompass the entire tunnel.

Instantly, a _huge_ beam of blazing red, nova-hot energy, as wide around as a _school-bus_, blazed from Superman's eyes, striking the liquid, instantly boiling it, turning it to vapour, which expanded even more rapidly towards them. Superman kept his eye-rays trained on the vapour, pouring more and more thermal energy into it; slowly, the gas began to glow, until it seemed to radiate its own inner light…

"_Static, NOW!!_"

At once, Static sent out an electrical pulse, encompassing the glowing gas, and then took firm hold of it; as his pulse took hold, the gas suddenly stopped moving.

Static was jubilant. "It _worked!!_" he exclaimed.

"There's no time to celebrate, Static; we need to get that plasma to the surface as soon as we can!" Superman declared. "Plasmas are notoriously unstable, without proper maintenance; it's not going to hold for long! _Get moving!_" Static didn't need to be told twice; generating another hover-board, he flew into the tunnel, pushing the plasma ahead of him as he flew.

Switching on his communicator, Static hailed Richie. "Talk to me, man; I've got a whole lot of hot gas that needs passing..!"

"_Try a bran muffin, man; that always works for me…_"

"_FOLEY!!_"

"_Alright, already! Jeez!_" Richie replied. "_I've got you on my map, here; take the next right turn._"

As he came up on the right turn, Static pushed the plasma ahead a bit, and then zipped into the tunnel, pulling it behind him…with a bit more effort; he was losing his grip on the plasma – it was cooling down, losing its charge…

"_Okay, now take a left._"

Static started to turn…

"_No, no! Your OTHER left!!_"

Groaning, Static reversed direction, heading into the tunnel on his right.

"_Okay, man, you're all clear! This takes you right to a ladder leading up; you're good to go!_"

Just then, Static saw it: a ladder leading straight up to another manhole; blasting it open with a static-surge, Static flew out into the open air, flying straight up into the night sky. By then, the plasma was almost a simple gas; he was barely holding onto it as it was. '_Okay…__**now**__ what..?_'

He needn't have wondered long, as Superman darted out of the manhole after him, taking to the air. "Okay, Static, you can let go; you've done your part."

With a sigh of relief, Static happily did so, letting the now-cooled gas waft into the air. Taking aim, Superman unleashed a burst of gale-breath, supercooling the vapour into a solid chunk of ice, before flying towards it, grabbing hold and _tossing_ it out of the atmosphere, into space, far away from anyone it could poison.

It was over.

As Superman and Static touched down, the others were there to meet them. "You _do_ know that was completely _crazy_, right?" Power Girl asked.

Superman shrugged. "Fortunately, it fell under the category of 'just crazy enough to _work_'."

Static grinned. "You can say _that_ again!"

Green Lantern frowned at him. "Kid, I've just got two things to say to you." he said. "One, for God's sake, try and stay out of trouble until you're 18."

"And Two, when you turn 18, come find us; provided you don't get yourself killed, we could actually _use_ you." Turning towards Superman and Hawkgirl, he added, "I'll meet you back at the Tower." With that, he flew off.

Static blinked. "Hold up…did he just..?"

Hawkgirl chuckled. "We heard it, too."

Storm then spoke up, her voice mildly frantic. "W-Where's Evan?!"

Looking around, they all realized that Evan was gone, as was Callisto. "He couldn't have gone far!" Cyclops declared. "Everyone split up; we should be able to..!"

"There's no need." Superman said, as his hearing picked up a familiar heartbeat, echoing through a thick layer of bone. "You guys should just head back, except you, Storm; you'll want to tag along."

Power Girl nodded sadly. "Good luck." she said, as Krypto whined in agreement.

Superman nodded, before glancing to Static. "Thanks for the assistance, Static."

"No problem, big guy." Static replied, extending his hand, which Superman shook. "I hope you can find your friend."

Storm nodded sadly. "So do we." she answered. With that, the X-Men started to walk away, to meet up with X-Force, while Static took to the sky on his hover-board, as Superman and Storm headed in the other direction, to find Evan.

XXXXXXXX

After he and Callisto had slipped away from the others, Evan found himself walking through the sewers alongside his new friend; his bone-growth had _finally_ slowed down, culminating with a bone-plated 'helmet' growing over the top of his head. The Powr8 must have worked itself out of his system…for what good it did.

"It's not _so_ bad, down here." Callisto said pleasantly. "We don't have much of what's up above…but we do have each other."

Evan nodded miserably. "If you say so."

Callisto nodded. "We can always use another, especially one who already has a handle on their powers."

Evan shrugged. "What choice do I have?"

"You _always_ have a choice, Evan."

At the sound of that voice, Evan turned around, to see both Superman and his Auntie standing there. "Evan," Storm pleaded, "what are you _doing?_"

Evan looked sad. "Sorry, Auntie O, but I can't go back."

"Why not?" Superman asked.

Evan scoffed. "Those peepers of yours _busted_, Big Blue? _Look_ at me!!"

"We _are_, Evan." Storm said. "We see a _family member_ who's walking away from us, and we want you to come _home._"

Evan sighed. "Callisto, you'd better go on ahead."

Callisto nodded. "We'll be waiting." With that, she walked away.

Turning to his Aunt, Evan replied, "Look, I'm _not_ the same guy I was when I came to the Institute, okay?"

"_None_ of us are, Evan." Superman countered.

Storm nodded. "We've _all_ changed; it's inevitable."

Evan snorted. "Yeah; I'm living proof." he muttered. "Face it, guys; compared to how I'd be treated up there, looking like this, I'd _rather_ be left alone."

"No, you wouldn't."

Superman's voice startled Evan, before his eyes narrowed. "What do _you_ know about it?!" he spat. "You don't look like _this_, CK!! You don't have to deal with this!! You don't..!!"

"_No_, Evan." Superman said firmly. "I _don't_ have to deal with it." His eyes narrowed. "But _you_ didn't have to deal with being _terrified_ to hug your mom because you might crush her; you didn't have to deal with being scared to open your eyes because you might set your house on fire; _you_ didn't have to deal with the knowledge that there was _something_ different about you that no-one else could _ever_ know about…or that there wasn't _anyone_ like you on Earth."

"I've _been_ alone, Evan – I was isolated from most of my classmates in Smallville, and I was alone in the Fortress for four _more_ years. I almost lived my entire _life_ alone…but the Professor showed me that I didn't _have_ to be." His expression turned sad. "I could _never_ go back to that." he finished. "Could _you?_"

His expression hardened. "If not, I suggest you quit acting like a _bonehead_ and come back to the people that _care_ about you." he snapped. "Otherwise…it sounds like having extra bones is the _least_ of your problems." With that, he turned to go. "Whatever you choose, I hope you can live with it." As he said that, he started to walk away.

Only Storm stayed behind. "_Please_, Evan." she pleaded. "We don't care what you look like; all we care about is _you._ We want you to come home…"

His Aunt's words – plus Superman's – hit Evan hard. "I just…I-I need to think…"

Storm sighed, smiling weakly. "Okay, Evan." she whispered, as she turned to go…but not before she looked over her shoulder at him. "Whatever you decide, I just want you to know that you'll _always_ be my nephew…and I'll _always_ love you." With that, she turned, and walked away, leaving Evan with his thoughts.

XXXXXXXX

_Watchtower, Earth orbit_

After returning to the Watchtower, Green Lantern headed to the Monitor Womb, where he leaned against the massive window, looking down at the planet he called home.

One of the things he'd loved most about joining the Lantern Corps was the perspective it gave him; the reminder that the petty concerns of one individual, of one country, hell, even one _planet_, wasn't much in the long run – it was a reminder that there was so much more in the universe to see…if people just tried hard enough to see it and appreciate it…

"I heard you were a bit hard on Static, today."

Turning, John saw Hawkgirl walk into the Monitor Womb, leaning against the window next to him. "Is that so?" he asked idly.

Shayera chuckled. "Care to tell me why?"

John shrugged. "He needed a little straightening out."

Shayera arched an eyebrow. "And you would know this because..?"

"I was young once." John answered. "The Marines straightened _me_ out."

"So you decided to play drill-sargeant."

John arched an eyebrow. "_Worked_, didn't it?"

Shayera laughed. "Careful, Stewart," she teased, "or else someone might think that you're a nice guy."

Before John could retort, the rest of the League walked in. "Any progress?" Shayera inquired.

"We've identified the impurity in Powr8." Batman reported. "We have an antidote."

Superman nodded. "We've also contacted Lex; he's agreed to mass-produce the antidote and provide it to anyone exhibiting symptoms."

John nodded. "And Evan?"

Batman's jaw tightened. "Based on what Xavier told us, the impurity has thrown his irregular X-Gene activity into long-term hyperactivity; treating it will be no simple task."

Wonder Woman frowned. "There are no fires in Tartarus _hot_ enough for Spears, after what he did."

"The evidence we provided will be enough to convict Spears on all charges; he will not escape justice." J'onn said.

Aquaman nodded. "Sounds like that guy Static was a big help."

Superman smiled. "John actually raised a good point, tonight." he added. "Sometime in the future, we may want to consider expanding our ranks."

Flash grinned. "I know who _you_ want to invite." he quipped.

Superman half-frowned. "Shut up, West."

"It would have to be unanimous." Batman said.

Wonder Woman nodded. "We couldn't let in anyone we didn't trust."

"I'm not suggesting otherwise." Superman said. "I'm just saying that we might want to keep our eyes open."

"Sounds good in theory." Shayera said.

John nodded. "Maybe." he agreed, before his expression turned grim. "Any word from Evan?"

Superman sighed. "None yet." he answered. "We've done all we can; it's up to Evan, now…"

XXXXXXXX

_Matthews residence, Bayville_

"I don't care _where_ he is or _what_ he's being charged with; I need you to get Spears out _now!!_"

His face twisted in anger, Michael Matthews slammed the phone down on his lawyer; he _had_ to get Spears out on bail before the police started to lean on him. Things had gone from bad to worse with their little endeavour; at least he'd been sensible enough to sell his shares in time – it had been a stroke of luck that all evidence linking him to this had been destroyed. He just needed to get Spears out before he started talking…

"Michael?" came Valerie's voice from the kitchen. "Is everything okay?"

"Everything's fine." Michael lied, before he quickly changed the subject. "Where are the boys, Valerie?"

"Duncan's out with his friends, and Mitchell's out skateboarding – he said he'd be back shortly."

"Good; with all these freaks around, I don't want to take any chances." Michael muttered. He was starting to think that the alien had it in for his family, after this little debacle.

He'd been right to call Mr. Creed, and let him know what was happening; Graydon had been very interested to hear about their product…enough to make a little proposal of his own.

Just then, the phone rang, and Michael answered. "Hello?"

"_Mike?!_"

Michael smiled. "Good to hear you, Guy."

"_My __**God**__, Mike, how did you get me out..?_"

"I have a friend." Michael answered. "Tell me, do you still have the formula for Powr8?"

"_It's all up here, Mike…but why on Earth..?_"

Michael smiled to himself. "You just be ready to go back into production, Guy; my friend is very, _very_ interested in it." he replied. "You see, Powr8 is about to become a _lot_ more valuable…"

XXXXXXXX

_Bayville Skate-Park_

The night air was cool and crisp over the skate-park, as a lone, trenchcoat-clad figure walked among the skate-ramps, gazing upon what had been his life.

Evan sighed to himself as he strolled through the park; Callisto had loaned him the coat, and had given him the time to make a choice. After scrounging a few quarters from pay-phone slots, he'd had enough for bus fare to and from Bayville…which was just as well; there was nothing for him here…not any more…

"Figured you might be here."

Turning, Evan saw Static standing there. "I heard you weren't going to go back."

Evan shrugged. "I don't see how I _can._"

Static smiled wearily. "Look, man, I'm not gonna pretend to know how you feel," he said, "but the way I see it, you got a whole _bunch_ of people who care about you, and who want to _help_ you; you'd kinda have to be pretty _dumb_ to give that up."

Evan smiled wryly. "That's kinda what _Superman_ said."

"Sounds like a smart guy." Static answered. "I guess what I'm trying to say is that freaks like us gotta stick together." Smiling, he added, "Whatever the odds were of you getting better on your own, you stick with _them_, I _guarantee_ that they'll _double._"

Leaning in, he added quietly, "And _then_ we can come back here, and I can kick your butt at skateboarding _properly._"

Evan's eyes widened in understanding…before he smiled wryly. "You _wish_, fuzz-head."

Static laughed. "Oh, them's _fightin'_ words, my brother!" he declared. "So now you've _got_ to get better, man; you owe me a _rematch!_" Smiling, he added, "You take care of yourself, Evan."

Evan smiled back. "You too." With that, Static generated his hover-board, and flew off, while Evan walked away.

After a fair walk, Evan found himself just outside the gates of the Institute; all he had to do was ring the bell…but _was_ this the right choice..?

"Hey."

Turning, Evan was surprised to find none other than Mitchell Matthews, in his skating gear, standing there. "You…you're the guy that saved my neck, right?" he asked.

Slowly, Evan nodded. "Yeah."

Mitchell looked nervous. "Look, I just…I wanted to say thanks, okay?" he replied. "So…thanks for saving my butt."

"No problem." Evan answered. "It's…" He stopped as he realized what he was going to say.

_It's what we do._

Mitchell's eyes widened. "That Powr8 stuff…it did something to you?"

"Yeah."

Mitchell looked sad. "Sorry."

"Thanks."

Mitchell's expression turned guilty. "I heard that my bro gives you guys a hard time at school."

"No kidding."

"Yeah." Mitchell added. "_Living_ with him ain't so easy, either."

Evan chuckled. "I hear _that._"

Mitchell's expression turned hopeful. "Hey…you know that move you pulled on the hydrant, today?" he asked. "Could you teach _me_ how to do that…when you get better, I mean?"

Slowly, Evan smiled. "_Sure._"

Mitchell beamed. "_Thanks_, man!" he exclaimed. "Anyway, I'd better go; I've gotta go home. See ya!" With that, he hopped on his board, and skated off.

Smiling to himself, Evan turned back towards the Institute, with utter certainty; things had _never_ been so clear.

"Yeah…me, too."

XXXXXXXX

_Coming Soon:_

_As a visitor from the ocean deeps comes to the Institute, an ancient threat rises to the surface…_

_Can our heroes resolve this conflict?_

_Or will a watery tyrant's evil grip fall upon both the land __**and**__ the sea?_

_Find out in "Deep Trouble," coming to your computer soon…_


	12. Deep Trouble, Part One

CHAPTER TWELVE: DEEP TROUBLE, PART ONE

_Watchtower, Earth orbit, November 15, 2008_

The Watchtower was quiet as Aquaman stepped into the personal, one-man quarters he used to catch his breath between missions, before he lay down on his cot, utterly _wiped_.

After returning to the Tower with J'onn, following an airplane distress call, Arthur had logged a few sessions in the training simulator while J'onn took over Monitor duty from Batman; now that he'd sweated off his excess energy, he was ready for a brief snooze, before starting his next patrol…

Just then, the personal comms terminal in his room started to beep. Groaning, Aquaman got up, and answered it. "Yeah?"

"_Arthur? It's J'onn._" Came the reply, as the Martian Manhunter's face filled the screen. "_There's a call for you; it came in on a wide frequency, but as soon as I identified it, I patched it through. I believe that you will want to take it._"

Arching an eyebrow, Arthur replied, "Okay, J'onn; put it through." With that, the face of his Martian comrade vanished…and was replaced by the face of a light-blue-skinned young woman, in her late teens, with long, white hair, blue eyes, and slightly pointed ears, clad in a light-orange one-piece swimsuit, accentuating her slender frame.

As he saw the face of his cousin, Arthur grinned. "Hey, 'Nita."

Namorita smiled back at him. "_Hello, Arthur; I trust you're well?_"

Arthur shrugged. "A bit tired, but otherwise fine."

Namorita giggled. "_I'm not surprised; you and your friends with the Justice League have been quite busy._"

"Yeah, doing good keeps us hopping, but it's worth it." Arthur answered…before his smile became a bit forced. "So…is Namor still grouchy about my leaving?"

Namorita smiled wearily. "_He has been surprisingly calm when you are mentioned, Arthur; he is no longer angry at you…but I think he misses one of the only two true friends he has._" she replied…before she frowned. "_Not that he would admit such a thing._"

"No kidding; he'd rather take a _harpoon_ than talk about his feelings."

Namorita frowned worriedly. "_Still, I believe that Namor – along with the rest of us – has more pressing concerns._"

Arthur looked worried at that. "What's going on, 'Nita?" he asked. "I _know_ this isn't a social call…"

Namorita looked stricken. "_After his encounter with your friend Kal and his Fortress, Namor had initially ordered that all knowledge of his presence upon the Pole be kept from the rest of Atlantis,_" she answered, "_but when the object – the ship – vanished from the Traveler Shrine, our people began to get curious…so much so that some of our people have briefly ventured onto the ice…_"

"…and seen the Fortress." Arthur finished. "You don't think that Namor would..?"

Namorita shook her head. "_Our cousin knows know that to attack Kal-El's outpost is sheer folly, even if he __**was**__ willing to go back on his word._" she answered. "_Still, Kal's presence on the Pole has caused quite a stir among our people…which has only served to excaberate other problems._"

Arthur's eyes narrowed. "_What_ 'other problems'?"

"_I cannot say,_" Namorita answered, "_but they are enough to have Namor wish to deal with them __**himself**__…with help._"

Arthur groaned. "And I know who he means." he sighed. "Smallville doesn't know what he's in for."

Namorita nodded. "_Namor is already en route to this 'Institute'; I will be joining him shortly._" she finished.

Arthur nodded. "I'll let Big Blue know; we'll both meet you there." he answered.

"_Thank you._" Namorita said. "_I will speak with you soon._" With that, the transmission ended, as Aquaman got up, and hurried to the Monitor Womb, to have J'onn notify Superman.

It looked like it was going to be one of _those_ days.

XXXXXXXX

_Xavier Institute_

The Saturday morning sun was shining brightly over the Institute as Alex and Lorna walked out into the back yard, with a bright green frisbee in Alex's hand…which caused Krypto no end of excitement, as the Superdog bounced around happily, circling them, all but _begging_ them to throw it. "Okay…explain this one to me," Alex joked, "Krypto here is from a planet that housed a civilization _millions_ of years ahead of ours; he represents virtually the _apex_ of canine evolution…and he _still_ gets worked up over a piece of green _plastic?_"

Lorna laughed. "You're _mean!_" she teased. "I'm sure that Krypto is _just_ as smart as any of us; in fact, he's probably _smarter_, because he likely knows enough not to _care_ about the stuff we worry about!" Smiling, she knelt down and gave Krypto a scratch. "Isn't that right, boy? You _know_ better, don't you?" Krypto simply barked in reply.

Alex chuckled as he tossed the frisbee into a high arc…which Krypto easily caught, before faithfully bringing it over to Lorna, who tossed it high for him to catch, and then bring to Alex. As he tossed the plastic disc again, Alex's expression turned a bit grim. "So, has Reed made any progress with Evan's condition?"

Lorna frowned sadly; over the week since Evan's mutation had 'advanced,' Hank and the Professor had been working non-stop to try to help him, with no luck…prompting the Professor to contact his former student for assistance. "I haven't heard anything," she answered, "but I'm sure Reed will figure out _something._"

Alex smiled. "Yeah; if the smartest guy on the _planet_ can't figure something out, _then_ we're in trouble."

Lorna giggled. "Don't let _Anita_ hear you say that."

Alex chuckled…before he quietly gulped. "Listen, Scott mentioned that he and Jean were going to head to the mall for a bit, after they got back from visiting NYU; he said he'd be willing to give a couple of us a ride."

Lorna lightly blushed. "Yeah..?"

'_Well, no turning back now._' Alex thought, as he tossed the frisbee to Krypto. "I was gonna go catch a movie," he began, "and I…you know…was wondering if you'd like to…"

Suddenly, Krypto dropped the frisbee, and spun towards the cliff overlooking the sea, before starting to growl, as the playful pet was _instantly_ replaced by the fearsome Kryptonian war-hound. "Krypto?" Lorna asked worriedly. "What is it, boy..?"

But her voice trailed off as she turned towards the cliff…in time to see a single figure – a man – effortlessly leap up from the cliff's base onto the lawn. The stranger looked to be in his thirties, and was quite tall, around the same height as Clark was, and of athletic frame, with slightly pointed ears, short, black hair, and dark green eyes, which were narrowed in a frown. He wore tight dark green pants, as well as a black vest, with a golden belt encircling his waist, adorned with a golden conch shell at the buckle, with his wrists encircled by golden armlets. His feet were completely bare, with no shoes at all…and there appeared to be small fins growing out of his ankles.

The stranger looked around the yard, before his gaze settled upon the three of them. "You, there. Boy." he said sternly. "Restrain that animal and tell me where Kal-El is."

Alex blinked. "_Huh??_"

The stranger sighed to himself, before he put his hand to his forehead, as if developing a headache. "The one called _Superman_." he continued exasperatedly. "I am given to understand that he dwells here, and I must speak with him. _Now._"

Giving Krypto a gentle pat on the head, causing him to stop growling – though he didn't stop glaring at the stranger – Alex replied, "Superman isn't here."

The stranger arched an eyebrow. "I understood that the Xavier Institute was his lodging, and that it was located in New York; was I misinformed?"

"No, this is the Institute." Lorna answered. "Superman just isn't here, right now."

"Then contact him."

Alex started to frown. "And say _what_, exactly?" he asked sarcastically. "That he should drop whoever he's saving, right now, and get back here because…_why?_"

The stranger's eyes narrowed. "I warn you, boy, do not test my patience." he snapped.

"Well, _excuse_ us for not being used to having complete _strangers_ walk onto _our_ home and start barking orders."

The stranger _glared_ at him. "I will not ask again, _boy._" he spat. "You will contact Kal-El, or..!"

"Namor, _please!!_"

The stranger's threat was cut off by a female voice, before a _second_ figure – a young woman, with light blue skin, long white hair, blue eyes, and bare feet with fins on her ankles, clad in an orange swimsuit – leapt onto the lawn next to him. "Cousin, we _mustn't_ be impolite." she pleaded. "We are _guests_ here, in the home of Kal-El and his friends; did Kal-El not extend _us_ every courtesy when he visited _his_ home upon the polar ice?"

The stranger – Namor – sighed, his fury calming. "Perhaps I was somewhat hasty, Namorita," he answered, before fixing a stern gaze at Alex, "although the boy's insolence did not help."

The young woman – Namorita – sighed, before smiling politely at Alex and Lorna. "I hope you were not too alarmed by our arrival."

"Don't worry about it." Alex said. "But…how exactly do you know Superman?"

"Our paths crossed several months ago," Namor answered, "and our cousin, Prince Arthur, is a member of his 'Justice League'."

Alex blinked. "Wait…if you two are Aquaman's _cousins_…then you'd be…"

Namor crossed his arms sternly. "I am Namor, _King_ of Atlantis," he replied, "and this is Princess Namorita. We came here assuming that Kal-El of Krypton might assist us…though I now wonder if that is so, if his so-called friends are any indication."

Alex gulped. '_Nice one, Alex; you just __**pissed off**__ the __**King**__ of __**Atlantis. **__**Brilliant.**_' he thought.

As if sensing Alex's trepidation, Namorita quickly said, "If Kal-El is not here, then perhaps we might speak with Charles Xavier..?"

'_I would be happy to speak with the both of you._'

As the Professor's booming psychic voice echoed through their minds, Namor simply arched an eyebrow. "Charles Xavier, I presume?"

'_Indeed, King Namor, Princess Namorita; welcome to the Institute. We are honoured by your presence._'

Namor responded with only a brief nod. "Your student informed us that Kal-El is presently absent; is this true?"

'_I am afraid so, Your Majesty; he and several of his teammates are currently dealing with a small crisis in Australia. However, Superman should be returning to the Institute, shortly, so you are more than welcome to wait for him._'

Namorita smiled. "We would be _delighted._"

Namor's expression remained the same. "We will wait." he agreed. "Still, I would prefer to speak with you face-to-face, Xavier."

'_Whatever you wish, Your Majesty; I am currently in our Institute's training facility, along with Reed and Ben. You may join us if you wish; I am sure that Alex and Lorna would be glad to escort you._'

Namor's eyebrow arched quizzically. "Richards is here?" he asked. "Why?"

'_One of our students has recently had a mishap with his powers; with Reed's assistance, we hope to reverse his condition._'

Namorita lightly gasped. "Merciful Neptune…I hope your student was not seriously hurt…"

'_Evan is otherwise fine, Your Highness; Reed is confident that, given time, he can help Evan._'

"Perhaps." Namor answered. "Still, it is imperative that we speak with Kal-El."

'_Of course, Your Majesty; I have no doubt that he will return as soon as the crisis is dealt with._'

"Good." Namor said. With that, he walked towards the Institute, heading in.

Namorita smiled apologetically. "I hope that you were not offended by my cousin." she said, before her expression turned grave. "These past few months have been trying for him…and a recent…_discovery_ has profoundly disturbed him."

Alex arched an eyebrow. "To make His Majesty _that_ steamed, Princess, it must be a _doozy._"

Namorita nodded grimly. "That it _is._" she agreed. "I, too, hope that Kal returns soon; this matter is quite serious." With that, the three of them, plus Krypto, followed Namor into the Institute.

XXXXXXXX

As she sat upon her bed in her room, Alison frowned to herself, absently chewing on the end of her pencil as she looked at her sheet music, before erasing the last few notes and adding a few new ones. She _had_ to get this song right if she wanted it to be good enough for Diva Corazon.

The thought of singing alongside her childhood idol _still_ gave her a thrill – now she had an idea of what Clark must have felt like the first time he'd fought alongside Captain America.

Just as she was about to start the next verse, the phone rang, prompting Alison to pick it up. "Hello?"

"_I was reading the newspaper, this morning,_" came the familiar cold voice, "_when, to my __**great**__ surprise, I saw an article about your 'upcoming opera performance'._"

Alison's eyes narrowed. "I didn't know you cared, Embeth."

"_Child, you aren't __**serious**__ about this, are you?_" Embeth Blaire snapped.

"_Dead_ serious."

"_Don't be absurd, girl!_" Embeth hissed. "_Your idiotic __**hobby**__ was one thing, but if you go on stage, you'll do nothing but make a fool of yourself._"

"Contrary to what your deluded mind might believe, Embeth, I'm actually _good_ at what I do."

Embeth laughed humourlessly. "_If you think that anything besides a pretty face is needed in __**that**__ sham of a business, child, the only delusional one here is __**you.**_"

Alison just rolled her eyes. "Believe whatever you like, Embeth; I am _going_ to that concert."

"_So that you can __**continue**__ to sully the Blaire family name, just as that floozy mother of yours did?_" Embeth spat. "_I don't think so, __**child**__; you've embarrassed us long enough by parading your…__**unnaturalness**__ around the entire world! I __**forbid**__ you to..!_"

"You _forbid_ me?!" Alison shouted. "News flash, Embeth; I'm _not_ some scared little girl you can bully around, anymore! This is _my_ life, and _I_ decide how I'm going to live it, _not_ you!!"

"_Like how you decided to date that…that __**creature**__ playing hero?_"

Alison went pale. "What?"

"_I am not stupid, girl; after I saw it's little speech on the television, I __**knew**__ who it was._" Embeth said. "_I find it __**appalling**__, that such a creature is being seen as a 'hero' after its kind __**polluted**__ our family's genes, let alone that one of my own family is actually __**consorting**__ with such a..!_"

"_Shut UP!!_" Alison shouted. "I _told_ you before, Embeth: stay _out_ of my life!! _Don't_ talk to me; _don't_ insult my friends; _don't_ talk about my Mom; _don't_ try and tell me what to do; and _don't_ insult my boyfriend!! Good-_BYE!!_" With that, she slammed the phone down on Embeth, ending the conversation.

It still astounded her, how that evil old _witch_ thought she had _any_ right to order her around; ten _seconds_ of speaking with her had been enough to _infuriate_ her. Her sapphire eyes narrowed in utter _rage_, Alison reached for her uniform; once the Professor, Hank, and Reed were done with examining Evan, she figured she'd work in a session or two – right now, she _needed_ to smash _something…_

"Ali?"

Turning, Alison managed a smile as she saw Phantom there, in uniform. "Hey, Tina."

Phantom smiled back, before she looked worried. "I…I heard you shouting at someone." she replied. "Was that..?"

Alison nodded sadly. "Aunt Embeth, on her usual mission to make me miserable."

Phantom looked stricken. "Are you okay?"

At the complete reversal of how she'd first met Tina – with her inquiring if Tina was okay – Alison couldn't help but smile. "I'm okay, Tina." she answered…before lightly frowning. "I just need to _smash_ something."

Phantom lightly giggled. "Ron, Jamie, and I had been running a simulation before the Professor, Hank, Dr. Richards and Mr. Grimm started Evan's tests." she said. "We were going to run a few more after they were done; do you want to join us?"

Alison's smile grew. "I'd be happy to." she answered. "Just let me get changed." Nodding, Phantom stepped out of Alison's room, allowing her to suit up.

Within minutes, Power Girl had donned her uniform and stepped outside, where Leviathan and Phantom were waiting for her. "Where's Jamie?" Power Girl asked.

"He just went to grab a drop of water." Leviathan answered. "So, I guess it's just the four of us?"

"I guess." Phantom said. "Scott and Jean are still at NYU, Remy took Rogue for a ride on his motorcycle, Lance and Kitty are at the movies, Bobby and Jubilee are skating at the rink, Anita's at the local bookstore, Mark's helping with Evan's examination, Kal's on League business, Piotr had to take Illyana to get some new clothes, and the others are all at the mall."

Power Girl nodded…before she smiled. "It looks like _tausha_'s handled whatever it was he needed to; he's on his way back." she reported. "It sounds like J'onn's heading back in the Javelin, too…" she paused, before adding, "…along with Arty…"

Phantom looked curious. "Why's Aquaman coming here?" she asked. "Is everything okay?"

"I'm not sure." Power Girl answered…before her eyes widened. "We have guests." she reported, as she picked up their heartbeats easily enough, as they differed _considerably_ from the others…just like..!

Her train of thought was interrupted as she saw the first visitor – a tall, stately, dark-haired, green-eyed man, clad in dark green pants and a black vest – walking through the hallways towards them, with Alex, Lorna, and Krypto a fair distance behind. His expression remained indifferent as he glanced to Power Girl and Phantom…but as he spotted Leviathan, he _froze…_before his eyes narrowed in utter _rage._ "You _dare_ come here?!" he exploded. "Who sent you, foul creature?!"

Leviathan was shocked to near silence. "_Huh??_"

"Feigning ignorance will _not_ avail you, creature!" the stranger snarled, as he advanced on Ron, his fists clenched. "You will tell me your purpose here, or by Neptune..!"

A sonic boom sounded _just_ as the stranger's fist started to swing, seconds before a blue-and-crimson blur darted past them…as Superman's hand instantly intercepted the punch, his sky-blue stare meeting the stranger's mildly surprised green gaze.

"If you wanted my help, Your Majesty, all you had to do was _ask_; you don't need to go attacking my friends."

The stranger frowned. "Stand clear, Kryptonian; you do _not_ know what this creature is..!"

"King Namor," Superman interrupted, "may I introduce Ronald Williams, mutant codename Leviathan, as well as Tina "Phantom" Wilkinson, and Alison "Power Girl" Blaire; Ron, Tina, _taushi_, it is my honor to introduce His Majesty King Namor, sovereign ruler of Atlantis."

Superman's introduction caused Namor to pause, before he glanced to Ron. "You are…_human?_"

Ron smiled nervously. "Most people make the same mistake, Your Majesty; no big deal."

Slowly, Namor relaxed, returning to his normal, austere expression. "I see." he answered, turning back to Superman. "My cousin did not accompany you?"

"Prince Arthur is just arriving now, Your Majesty." Superman answered. "He was just a few minutes behind me."

"Good." Namor said.

"May I ask why you came?"

"I am not prepared to discuss this matter, presently." Namor answered. "We will confer with Xavier and Richards before..!"

"Hey, guys, I'm ready to go when…_whoa, watch out!!_"

Multiple's warning came to late, as Jamie ran in from an adjacent corridor, spotting them and trying to stop…only to crash into Namor; the King of Atlantis was sent stumbling forward, but quickly righted himself, before whirling towards his accidental assailant. "Who _dares..?!_" he roared, but his fury faded into bewildered surprise…as he saw _five_ Jamies piled on the floor behind him.

Quickly recomposing himself, Namor glared at the five. "Which one of you is responsible..?"

"_HE_ did it!!" each of the Jamies declared, each one pointing at another.

Sighing exasperatedly, Namor put a hand to his forehead. "I have neither the time _nor_ the patience to deal with this now." he muttered. "Direct me to where Richards and Xavier are, Kal-El; I have no time to waste."

"Certainly, Your Majesty." Superman said, gesturing down the hall. "This corridor leads to an elevator; Reed and the Professor are on the level four floors down." With a curt nod, Namor continued on ahead, towards the elevator.

After reuniting with his duplicates, Multiple looked _terrified._ "That was Arty's _cousin_, wasn't it?"

"Yep." Leviathan agreed. "_Smooth_ move, kiddo."

By then, Alex, Lorna, and Krypto had caught up to them. "Hey, at least you didn't _insult_ the guy, Jamie." Alex reassured Multiple.

Multiple gulped. "I _guess…_"

Phantom looked worried. "I suppose our sessions are going to have to wait."

"I'm afraid so, Tina." Superman answered. "If something made Namor come here for help, it _has_ to be important."

"Well, good luck with that." Leviathan said, turning to go. "I think being threatened _once_ per day is enough for me." He started to walk away, rounding the corner…

…and came face-to-face with a pair of the most _exquisite_ sea-blue eyes he had _ever_ seen.

Time seemed to stand still for Ron as he gazed upon those gleaming sapphires, cast into the face of an aqua-skinned, white haired _beauty_…

…until he took the turn a little _too_ sharply.

Ron promptly smacked _right_ into the wall, stumbling backwards and landing _flat_ on his butt. Sitting up, Leviathan groaned…until a chiming giggle silenced him, as the radiant creature smiled down at him. "Are you okay?"

"Huh?" Ron babbled. "Oh, sure, I'm fine; _meant_ to do that." '_Sure, Williams; you keep right on telling yourself that. Idiot!_'

The vision giggled again, before glancing to the others. "It is good to see you again, Kal."

"Likewise, Princess Namorita." Superman answered. "Alison, Ron, Jamie, Tina, Alex, Lorna, this is Arthur's other cousin, Namorita."

Namorita smiled, and lightly bowed. "I am pleased to meet you all."

At that revelation, Ron inwardly frowned; she was a _Princess._

Which meant that she had absolutely _no_ logical reason to hang around with a water-logged, scaly _goof_ like him. '_Figures._'

"Well, we'd better head to the Danger Room." Power Girl said. "Something tells me that your cousin is _not_ a man you want to keep waiting."

Namorita nodded, smiling. "That he is." With that, they all turned and followed Namor to the Danger Room.

XXXXXXXX

_A few minutes earlier_

As a laser-turret opened fire at him, Spyke dodged to the side, before firing off a cluster of bone-spikes at the turret, piercing its armour-plating and deactivating it. Turning, he winced as he felt the impact of a drone's lasers impact his bone-armoured shoulder; it stung a bit, but not as much as it would have if the blast had hit bare skin – that was _one_ benefit to his new appearance, at least. Ducking under another blast, Spyke fired off another cluster of bone-spears, impaling the drone in at least two-dozen places, destroying it.

"_Thank you, Evan. That's enough for now._"

Even as the Professor's reassuring voice echoed over the audio-system, Spyke inwardly cursed. He was _still_ having control-problems; his powers were still too sensitive – he hadn't meant to fire off _that_ many bones.

If he'd done that to a _real_ person, they'd have bled to death.

After taking the elevator back up to the control room, Spyke found the Professor and Hank poring over the readout of his session alongside Mr. Fantastic, with Android having plugged himself into the system to process the data, while Logan and the Thing kept back, letting the eggheads work. "So, what's the diagnosis, guys?" Spyke asked.

As Android finished his processing, Reed took a look at the readout. "Based on what I'm seeing here, Evan, your powers seem to be in working order, except for your triggering mechanism having become hyper-sensitive; when you ingested the Powr8, its stimulation of your X-Gene must have also significantly lowered the activation threshold for the reflex that fires your spikes, requiring less stimulation to activate it."

Hank nodded. "The overall mechanism of your powers is unchanged; your spikes are formed from a vast reservoir of undifferentiated cells linked to your skeleton. Once your powers activate, your body sends a chemical signal to this 'cell-bank,' triggering some of them to rapidly develop into bone at an exponential rate, before they are, essentially, sloughed off and pushed to the surface of the skin, where muscle-contraction discharges them."

Ben gulped. "The _really_ scary part," he said to Logan, "is that I think I actually _understood_ those two."

Logan shook his head. "It happens."

"Okay." Spyke said, gesturing to his armour. "So why aren't _these_ bones coming off?"

Reed looked thoughtful. "After the new bone is formed," he reasoned, "in order to stop bone-growth, the body must utilize some sort of stop-signal…"

Hank instantly caught on. "If the Powr8 accelerated the bone-growth enough, it _could_ have caused the bones to fully develop before the stop-signal could be sent, fusing the new bone to Evan's skeleton!"

At that, Spyke frowned. "So I'm _stuck_ like this." he muttered.

"Alright, kiddo, lose the attitude." Ben said, his eyes narrowing. "If Professor X and Reed _say_ they're gonna fix you up, they _will._"

Spyke scowled. "Like _you?_"

"I'm a work-in-progress, junior." Ben replied. "Yeah, Reed's got IQ out the wazzoo, but he's just _one_ guy; even with Susie helpin', with all the projects they've got runnin', it's slow going…but I _know_ they won't quit until they get it right." He grinned. "And it's the same way with _you_, except you got all these people _plus_ Stretch and Susie workin' on you; why, I'll bet you'll be cured before the month's out!"

Spyke slowly smiled. "Thanks." he said. "Sorry."

"There's no need to apologize, Evan; you're handling this remarkably well." Professor Xavier assured him.

Reed nodded. "We'll figure out a way to get you back to normal."

As he detached from the computer, Android spoke up. "_Would it be possible to send a signal to trigger a reversal of the differentiation?_"

"Hmm…I don't know." Hank said. "Usually, once cells are differentiated, they're set for life; I know of no way to reverse the process."

Reed frowned to himself. "Hold on…" he thought aloud, "…Hank, do we have readouts on Evan's osteoblast and osteoclast activity?"

Hank checked the readout. "Osteoclast activity is normal…but osteoblast activity is through the _roof!_"

Reed grinned. "And there it is."

Spyke blinked. "You lost me."

"Osteoblasts and osteoclasts are two cell-types that act on the mineral content in bone." Hank explained. "Osteoblasts infuse calcium and other minerals into bone, while osteoclasts break down bone to liberate minerals as needed. The reason your bone-armour hasn't fallen off is because your osteoblasts are working overtime to keep it mineralized!"

Reed nodded. "Based on this, your calcium requirement must be _enormous!_"

Spyke shrugged. "So I drink a lot of milk."

"_Could osteoblast activity be suppressed enough to cause the armour to detach?_" Android asked.

"In theory." Reed said. "If we could give the osteoclasts enough time, they would go after the excess bone _first_, and eventually de-mineralize it enough to cause it to fall off!"

"Sounds like a plan." Logan observed.

Ben grinned. "What'd I tell ya?"

Reed then sighed. "I'm afraid, however, that developing a method to suppress osteoblast activity sufficiently may take time; if we over-suppress it, Evan, you could develop osteoporosis." he added. "We'll need to run a few simulations…"

Spyke's heart sank. He'd been out of school for a week, already, and he hadn't been able to participate in any team sessions or missions with his 'condition,' and now he'd be stuck like this for even _longer._ Still, it was better than nothing. "Thanks, Reed."

"Guess we'd better head back, huh, Stretch?" Ben asked. "Susie and Matchstick are probably half-nuts dealing with…"

"You may want to wait a while, Reed," the Professor interrupted, as his hands went to his forehead, "for we have visitors."

Just then, Logan perked up, as he began to sniff the air. "Son of a bitch…" he muttered to himself.

Ben arched an eyebrow. "Anyone want to clue us in?" he asked…just as Namor, along with Superman, Power Girl, Phantom, Multiple, Leviathan, Namorita, Aquaman and J'onn – the latter two of which had just caught up to them – walked in. "Oh."

Reed nodded pleasantly towards Namor. "Your Majesty."

"Richards." Namor replied idly, as he looked around. "I see that Susan is not with you."

"Sue had a few things to handle back at the Baxter Building." Reed answered.

Namor arched an eyebrow. "Very well." he said.

Professor Xavier smiled pleasantly. "You are most welcome here, Your Majesty."

Logan snorted, grinning wryly. "'Welcome,' huh?" he said. "Guess Chuck doesn't know you, too well."

The entire room went silent, as Namor half-glanced over his shoulder to glare at Logan…

"Uh, boy." Ben muttered. "_This_ ain't gonna end well."

Namor's fierce green gaze met Logan's for only a moment…before Namor looked away from him. "You're not much of one to talk; after welcoming _you_, I imagine that Xavier would see anyone else as a _godsend._"

Logan chuckled. "What can I say? I grow on people."

"As does cancer."

Logan just grinned. "Figured it was you, Namor." he said. "Smelled you coming down the hall; only _one_ person on this earth with _that_ kind of raw-fish smell."

"Given your aversion to bathing, Logan, I find the accuracy of that statement highly suspect." Namor retorted.

Superman blinked. "Your Majesty…do you and Logan…_know_ each other??"

Turning to Superman, Namor frowned. "Tragically, yes." he answered. "During the surface-dwellers' Second World War, Hitler had the _audacity_ to attack Atlantis; as a result, my people and I were, by default, at war with them, prompting me to contact the Allies. Before long, I was coordinating campaigns against the Nazis with the surface-dwellers," he scowled at Logan, "including _this_ oaf."

Logan snorted. "Like _you_ were easier to get along with?" he muttered. "If all of you thought this guy is tough to deal with _now_, you should've seen him when Steve and I were working with him."

Alex blinked. "Hang on…if you knew Logan and Cap back then…wouldn't that put you in your eighties..?"

"The Atlantean lifespan is more than half-again that of a human, boy." Namor said. "I still have many years ahead of me."

"So, what brings you here?" Superman asked.

Namor's expression turned grave. "Over the past few months, our outposts on the edges of Atlantis' territory have been attacked." he said. "At first, we had thought that it was merely the work of raiders, such as Attuma; two weeks ago, I had accompanied one of our border patrols, in order to oversee the implementation of new means of detecting our nameless attackers." His expression hardened, as he absently touched his right upper arm, where a fairly large scar was. "We encountered our mysterious foes; these were no simple raiders – their ships and weaponry were very nearly equal to our own." He closed his eyes, as he recalled the memory of that day. "There was only _one_ explanation that made any sense: these mysterious attackers came from _Lemuria._"

Aquaman's eyes went wide. "_What?!_" he cried. "Namor, why didn't you _tell_ me?!"

"Forgive me, Cousin," Namor answered coldly, "but you were too busy playing hero at the time."

Hank blinked. "Forgive me for sounding terribly thick, but…what exactly _is_ Lemuria?"

"Lemuria was Atlantis' sister-city in ancient times; it sank beneath the waves at around the same time that Atlantis did." Namorita explained. "Its location had long been assumed lost…but apparently, ages ago, some of our people found it."

Namor nodded. "And after countless centuries, they have evolved, and no longer resembled us, but appear…serpent-like."

Ron's eyes widened. "_That's_ why you swung at me, isn't it?" he murmured. "You thought I was one of them…"

Namor frowned. "That was an unfortunate misunderstanding…and for that, I am regretful." he admitted. "Less than a day ago, we were contacted by an emissary from Lemuria, who stated that the ruler of the city wished to negotiate a peace-accord between our peoples…"

Superman quickly caught on. "You think they're up to something."

"I am almost certain of it." Namor answered. "The ruler of Lemuria wishes to meet with me personally; for my people's sake, I cannot refuse…but if it _is_ a trap…"

He turned to Superman. "You understand, now, I trust?" he asked. "Given my tolerance of your outpost upon our territory, I do not think it unreasonable to expect your 'Justice League's' assistance in this matter…_especially_ considering the deactivated nuclear warheads Atlantis' scouts found below the Pole…the ones that further study revealed had been struck with the same electrostatic weapon that you used against Attuma's vessels."

A small nod from Aquaman was all that Superman needed to confirm his suspicions; Namor needed their help, but couldn't come right out and _ask_ – this was his solution to ask for help without losing face. "I agree, Your Majesty; the League's mandate is to render aid to _any_ who need our help." he answered. "As for those missiles, they were aimed at the Fortress, not at you…"

"A foe attacking Atlantis' territory to strike at you." Namor said flatly. "As I warned you."

Superman chuckled. "So you did."

"We would be happy to assist," Reed interjected, "but we'll need to return to the Baxter Building briefly, to notify Sue and Johnny…"

Suddenly, Reed's communicator began to beep, prompting him to check it, before he clipped the device to the computer console, putting the transmission through to the main view-screen…as Sue's face appeared on the screen. "_Reed?_" Sue said, her expression cross. "_We have a situation, here…_"

"I'm afraid that _we_ do, too, honey." Reed answered.

Namor smiled. "Hello, Susan; you look lovely, as always."

Sue just frowned in annoyance. "_Hello, Namor._" she said flatly. To Reed, she added, "_I was right, Reed – although I __**really**__ hate being right, sometimes. She __**was**__ trying to get us to help her._"

J'onn blinked. "Who was, Doctor Richards?"

Sue sighed in extreme annoyance. "_My __**mother.**_"

At that, Namorita's eyes widened, while Aquaman flinched, with Namor's only reaction being the slightest twitch of one eyebrow. "You have my _deepest_ condolences."

Phantom looked stricken. "Who..?"

"Dr. Mary Storm." Reed explained. "She was the leader of the expedition that found Atlantis, leading to our introduction to Namor."

Namor nodded. "The woman claimed to be acting in the name of peace, but her intention was to obtain Atlantis' technology." he added. "And you _wonder_ why my people distrust most of you surface-dwellers?"

Logan snorted. "She sounds like a piece of work."

"_Oh, that she __**is.**_" Sue muttered. "_She spent the first few hours of arriving here more-or-less trying to browbeat us into telling her where Kal's Fortress was, and when __**that**__ fell through, she 'lets it slip' that a research team on her latest expedition has gone missing!_"

Ben frowned. "She _does_ know how to lay on a guilt-trip."

Superman looked worried. "This sounds serious, Sue; will you be needing any help..?"

"_We appreciate it, Kal, but it would probably be better if you didn't come._" Sue said. "_The minute my mother sees you, she'll __**never**__ give you a moment's peace._"

"I most certainly _agree._" Namor said. "A word of advice, Kryptonian: if you seek to safeguard your world's secrets, stay _well_ away from Mary Storm."

Superman lightly smiled. "Sound advice." His expression turned firm. "Still, Sue, you and Johnny may need assistance; I'll hail Flash and have him join you."

J'onn nodded. "I will also assist."

Superman then turned to Power Girl, Alex, Lorna, Multiple and Phantom. "Ali, do you think you guys and Krypto can help them out?"

Power Girl glanced to the others, and then nodded. "I think we can help."

"And so can _I._" Spyke said.

Professor Xavier looked stricken. "Evan…"

"Professor, I've been cooped up here all _week_; aside from having to be a little more careful in triggering my powers, nothing's changed – I _know_ I can handle this." Spyke answered.

The Professor sighed…and nodded. "Very well."

"The rest of us will accompany Namor to Lemuria." Superman finished.

Glancing towards Leviathan, Namorita asked with a light smile, "I assume you have no objections; you _do_ swim, do you not?"

"Huh? Oh, yeah, I swim pretty girl – _good!!_" Ron stammered. "I swim pretty _good._ Me. Swim good. Yeah."

As Namorita lightly chuckled at that, Namor frowned. "Perhaps, Cousin, we should allow our allies time to prepare themselves." he said. Turning to Superman, he added, "We will await you outside." With that, he walked off, as Namorita gave Ron a small smile, before she followed him.

Leviathan resisted the urge to bash his head against a wall, as Lorna giggled. "_Smooth_, Ron."

Leviathan frowned. "Shut up."

Ben chuckled. "Here we go again, huh, Stretch?"

Reed nodded. "I suppose I could set the Fantasticar on autopilot and have it head back home to pick up a couple of dive-suits…"

"That won't be necessary, Reed." Superman said. "I'll contact the Fortress and have it modify a few Atmospheric Generators and 'port them to the _Argo_; they should be able to handle a little oceanic pressure."

Logan chuckled wryly. "Well, I guess I might as well tag along; _somebody_ has to watch Kingfish's back."

Aquaman chuckled. "Good to hear."

Superman nodded. "Well, let's not keep His Majesty waiting, shall we?" he asked.

"Good luck." Professor Xavier said. "Be careful."

"We will." Reed promised. With that, they headed out of the Danger Room.

XXXXXXXX

After the others had gotten ready, Superman and his comrades headed out to the back yard, where Namor and Namorita were waiting, as was Flash, who stood next to the Javelin. "Took you guys long enough."

"Forgive some of us for not having super-speed." Aquaman quipped back.

Spotting Logan, Namor scowled. "_You_ are coming?" he asked. "Are not the seas polluted _enough?_"

Wolverine just snorted. "Hey, _somebody's_ gotta watch out for you and your ego."

"Indeed. I feel that much safer."

Lightly giggling, Power Girl whispered to Superman, "I wish I was going with you; with those two 'best enemies,' your trip shouldn't be boring."

Superman chuckled. "I know; if Sue and Johnny's Mom is anything like what Sue mentioned, I feel a little bad about sending you…"

"We'll be fine," Power Girl answered, "but you _owe_ me one, Smallville." Out loud, she added, "Be careful, _tausha._"

Superman smiled. "You, too, _taushi._" he replied. "That goes for _all_ of you."

Havok chuckled. "We'll be fine, Big Blue." he said. "No need to worry." With that, Power Girl, Flash, J'onn, Havok, Polaris, Phantom, Spyke, and Krypto all boarded the Javelin, before taking off, heading towards the Baxter Building.

Only Superman, Namor, his two cousins, Leviathan, Android, Reed, Ben, and Wolverine were left. "We will have to return to Atlantis, first." Namor said. "Only the Lemurian emissary knows Lemuria's location." He glanced to Superman. "If you had planned to use one of your Javelin aircraft, we will need to rendezvous with one of our Manta-Class Cruisers to take us the rest of the way…"

"That won't be necessary, Your Majesty." Superman said. "I think the _Argo_ can get us there."

Namorita blinked. "The what?"

"He means the ship we dredged up, a while back." Aquaman explained.

Namorita's eyes went wide. "You _repaired_ it??"

Superman chuckled. "See for yourself, Princess." he replied, as he tapped his belt-computer…signalling for the _Argo_ to de-cloak itself, as it hovered above the Institute.

As Namorita gazed at the repaired Speeder, Namor arched an eyebrow. "I do not recall this vessel being able to do that, before."

"At the time, it _couldn't._" Superman admitted. "When we found it, the Speeder was 500 years old; it was due for a little…_tweaking._"

Namor's jaw tightened, though his expression did not change. "Then its capabilities have only _increased_ since we saw it in action."

"_In comparison to the Argo's initial engine-output, the Speeder's top speed has increased by over 700 percent._" Android reported. "_Furthermore, in addition to the cloaking field, the secondary ion-propulsion system, and the Trans-Warp Drive, the Argo has been equipped with a wider variety of weaponry than its standard Polaron Disruptor and Ion Cannons, many of which were of Jor-El's design, as is its energy-armour system, which allows for a 1000 percent increase in shield strength…_"

"_Mark._" Reed interjected. "I think they get it."

Namor frowned. "'Tweaking,' indeed."

Promptly, the _Argo_'s teleporter beam engulfed them, 'porting them into the Speeder's cockpit; sitting down in the pilot's chair, while the others took their seats, Superman guided the _Argo_ out over the Atlantic, as the Kryptonian ship zoomed across the water. After about a minute's travel, Namor pointed to the water. "Take us down _there._"

Superman nodded. "_Argo: _engage Ion Propulsion Drive." Slowly, the Speeder's computer reduced its main engine-output, before retracting its engine-pods, as the larger of its aft crystals began to glow, seconds before Superman took the ship into the water, piercing the surface with hardly a splash.

As the _Argo_ sped through the water at a still-impressive clip, Superman momentarily engaged the autopilot, as he began to power down the Speeder's outermost shields, while reinforcing the innermost ones. "This way, we won't make as much of a ripple through the water; no sense needlessly spooking any of your people, Your Majesty."

"No," Namor mused, "especially since they might raise an alarm."

Wolverine arched an eyebrow. "You sound as if you expect Flyboy to attack."

Namor simply frowned. "I merely find the notion of a supposed ally in possession of a vessel capable of eluding our detection…disconcerting." he replied. To that, Superman had no reply, so he remained silent, as he piloted the _Argo_ through the murky deeps.

XXXXXXXX

_Antarctic Ocean_

After making a brief stop at the Baxter Building, to pick up Sue and Johnny, it only took the Javelin less than an hour to reach the outermost edges of the Antarctic Ocean. "So," Havok spoke up, "exactly what _is_ it that your Mom's looking into?"

"Beats me; Mom wouldn't say." Johnny answered. "She had to go right after she told us."

Phantom looked worried. "Could it be anything dangerous?"

Sue frowned. "It wouldn't surprise me at _all_."

"I take it you two have issues." Power Girl observed.

"_That's_ a bit of an understatement, Alison." Sue muttered. "My mother has _always_ been obsessed with her research; her _first_ obsession was with finding Atlantis – she devoted every _minute_ of her time to finding it…so much so that she left my father, Johnny, and I for more than _half_ our lives."

Polaris looked stricken. "That's _awful…_"

"It gets _better._" Sue continued, her fists clenching, her force-fields unconsciously coalescing around them. "Years _later_, she just shows up at the Baxter Building, not only _acting_ as if everything was okay, but _expecting_ us to drop _everything_ to go help her explore Atlantis…which led to us meeting Namor and his people."

"I'm guessing that didn't go too well." Spyke said.

Multiple gulped. "That Namor guy is _scary._"

"No kidding." Johnny agreed. "Almost as soon as we met him, it was easy to tell that Namor had the hots for Sue…so Mom decided to play matchmaker to 'foster good relations' between the U.S. and Atlantis."

Sue nodded. "That little fiasco caused an international incident which nearly brought us to the brink of _war!_" she exclaimed. Calming, she finished, "_Fortunately_, and with the help of his cousins, we managed to convince Namor not to attack us," she frowned, "not that he took the hint about Reed and I being together."

"Sounds like Atlantis' crown is sitting on one thick skull." Flash quipped.

"Flash." J'onn admonished, as he continued to pilot the Javelin.

Sue sighed. "It's not that Namor is _bad_ – he's, at least at heart, a good man, and a good leader to his people…but after what happened, he finds it hard to trust us."

"Guess we can't really blame him, after what happened." Power Girl said.

Sue nodded, frowning. "You can thank our dear mother for that."

Johnny looked torn. "Look, sis…_yeah_, what Mom did was harsh…but she's still our Mom."

"Unfortunately." Sue muttered.

By then, J'onn had spotted the research vessel dead ahead of them; cutting back the Javelin's thrust, he guided the aircraft into a smooth landing on the ship's main deck. As they disembarked, they were greeted by numerous scientific personnel, including one fairly tall, slim woman, in her early forties, with long, chestnut hair tied back in a ponytail, and green eyes framed by glasses, clad in a white winter jacket with matching white pants. Spotting her, Johnny smiled weakly. "Hey, Mom."

Mary Storm smiled pleasantly. "Susan, Jonathan, I'm so glad you decided to come." she replied. "And I see that you brought help…"

"We're just here to find that missing team, Mother." Sue replied neutrally. "As soon as they're safe, we plan to head back; we're _not_ getting roped into another one of your 'projects'."

Mary arched an eyebrow. "I'm sorry to hear that." she answered. "I suppose I should have known."

Sensing Sue's anger building, J'onn quickly spoke up. "Dr. Storm, where exactly did your research team vanish?"

"Their last known location was thirty nautical miles south of here." Mary reported. "We lost contact with them yesterday."

"What were they working on?" Phantom asked.

Mary flinched. "I'm afraid that's classified."

Sue frowned. "Why am I not surprised?"

"We should reach their coordinates within the hour." Mary said. "Before we lost contact, we managed to receive a single transmission, but the data was badly corrupted; we're still trying to decrypt it…"

"I'll go take a look at it." Sue said.

J'onn nodded. "Power Girl, perhaps you and I should assist her." he suggested. "Flash, take the Javelin and fly ahead; see if you can spot them."

"Got it." Flash agreed, before darting back into the Javelin.

"We may also need to search underwater; the team was diving when it vanished." Mary said. "Jonathan, could you take the others to have them fitted for dive-suits?"

"No problem." Johnny answered. With that, he headed off, as Havok, Polaris, Phantom, and Spyke followed him.

As Power Girl, J'onn, and Krypto followed Sue to the comms center, Sue managed a weary smile. "Thanks for stopping me, J'onn." she said. "I _know_ I shouldn't let her get to me…"

J'onn simply smiled. "Your anger comes from your grief at losing her; that's _perfectly_ understandable, Susan."

Power Girl nodded. "You just can't let it get to you; _trust_ me on that one."

Sue lightly smiled. "I assume you have some experience in that regard, Alison?"

Power Girl laughed. "Let's just say that I can relate."

"Care to elaborate?"

Power Girl sighed. "It's a long story."

"I've got time." Sue answered.

Power Girl looked stricken. "Brace yourself…" she warned. With that, she started to relate her story to Sue, as they continued towards the comms center.

XXXXXXXX

_Atlantic Ocean, 500 feet below sea level_

As the Speeder – the _Argo_ – continued on its way toward his home, Namor remained outwardly calm…though his thoughts were anything but.

The first time he'd traveled in this ancient vessel, he recalled how swiftly it had flown to the Pole, at a clip that the fastest ships in Atlantis' Fleet could never even _hope_ to match…and now, its speed had only _increased_, to say _nothing_ of whatever additional modifications that Kal-El had installed since retrieving it; if it were ever used against his people…

Frowning, Namor banished those thoughts; it was his duty as Atlantis' ruler to protect his people from any threat that arose…including their own fear, potentially justified or not.

The return of the Travelers had long been a deeply rooted part of his people's mythology ever since they had come to Atlantis; the first arrival from the stars had been 500 years ago. His people had been confident in their technological superiority, then, and had investigated this mysterious object from the sky…only to find an equally mysterious visitor that emerged from it in a flash of light, before _flying_ out of the water and into the air, immune to their weapons, and able to _destroy_ the ships that attacked him – _their_ ships – with a stream of fire from his eyes, before flying away. When news of that incident spread, the people of Atlantis had been nearly overwhelmed with panic…but when the strange Traveler did not return, their fear lessened, though they had enshrined the craft beyond Atlantis' borders, lest the Traveler return for it, and attack those who he believed had stolen it.

Frowning to himself, Namor absently shook out his fist as he recalled his first meeting with the Kryptonian; his initial reaction had proved _just_ as ineffective as his ancestors' – it had taken several _days_ for all the pain to leave his fist. If _that_ had not dispelled his scepticism of the Traveler legends, their later confrontation with Attuma had all but confirmed it…and shown Namor that, in terms of power and technology, the Travelers were _very_ real…and an even _graver_ potential threat than he'd realized.

When the disappearance of the craft from the Traveler Shrine became public knowledge, his people had almost likely panicked; he _had_ to prevent that…

Suddenly, the _Argo_'s radar began to beep. "I'm picking up something; a _huge_ thermal-signature, dead ahead." Superman reported.

Namor allowed himself a half-smile. "Maintain course." he instructed. Nodding, Superman piloted the craft over an undersea mountain-range…and as they cleared it, all except Namor, Arthur, and Namorita gasped in amazement at the beautiful, gleaming, high-tech underwater city resting upon the ocean floor.

"_Whoa…_" Leviathan murmured, "…is that..?"

Namorita smiled. "Yes, it is."

"Home sweet home." Arthur added.

Ben chuckled. "Gotta admit, Atlantis is one place ya _never_ forget."

"It's…_breathtaking…_" Superman murmured.

As he gazed upon his beloved home, a sight he _never_ tired of seeing, Namor allowed himself a _true_ smile. "_Yes,_" he wholeheartedly agreed, "it most certainly _is._"

Wolverine chuckled. "Not bad, Fishy."

Namor rolled his eyes; his former comrade-in-arms hadn't changed one _bit._ "A glowing reference from a tasteless buffoon; now I can sleep soundly at night." His expression turned serious, as he gestured to the large, central, gold-metal tower. "Take us into the Royal Palace's docking bay, but be sure to activate this craft's stealth-device; I do not want my people to see this craft."

Superman arched an eyebrow at that…and then nodded. "_Argo_: engage cloak." Instantly, the ship's HUD showed an energy field extend around the vessel's shields, concealing it from view, as Superman guided the Speeder towards Atlantis.

Slowly, the cloaked _Argo_ glided over the gleaming city towards the Royal Palace, passing over the numerous Atlanteans going about their business, utterly unaware of them; as the Speeder approached the Palace's docking bay, Namor took out his personal communicator. "Were I to hail the Palace from here, would the stealth-field interfere?"

Superman shook his head. "It shouldn't, Your Majesty."

Switching on his communicator, Namor spoke into it. "Attention, Palace security, this is your King; my cousins and I are approaching Docking Bay One aboard an unmarked craft. Open the bay doors."

There was a moment's silence before the reply came. "_M-My liege, I…I do not mean to question you, but…we do not see __**anything**__; not even our __**visual**__ scanners detect any craft…_"

"I am aware of that." Namor answered. "You will open the doors, nonetheless."

"_Uh…y-yes, my King; I am opening the doors, now. Please stand by._"

Seconds later, a pair of large doors began to slide open in the base of the tower; spotting the opening, Superman guided the Speeder towards it, taking them in slowly. As the cloaked _Argo_ came to a stop, numerous Atlantean guards, clad in full armour and brandishing metallic spears, entered the docking bay, looking around in confusion…and then leapt back in alarm as the _Argo_ de-cloaked itself, becoming visible once more.

Seeing the frightened expressions on the guards' faces, Namor frowned. "Take us out of here. _Now._" Nodding, Superman quickly powered down the ship, before tapping his belt-buckle, covering himself in his silver 'nano-suit,' while the others activated their 'Atmospheric Generators,' as Superman had called them, as the _Argo_ 'ported them all out of the cockpit.

As the blue-white beam deposited them in the water, Namor slightly winced, as he put his hand to his right upper arm…which bore a jagged scar, a momento of his last clash with the barbarian Attuma, several months previous. Seeing the guards draw back in fear from the flash of light, Namor frowned at them. "Stand down, all of you." he ordered.

The captain of the guards hesitated. "B-But Sire, t-that's..!"

"I am perfectly aware of what this vessel is, Captain." Namor answered. "My orders stand."

Slowly, the captain lowered his spear, followed by the rest of the guards. "Y-Yes, Sire." With that, the guards stepped aside, allowing Namor to pass, as the others followed him into the Palace.

As they came into the Palace's Main Hall, they were met by another group of armoured Atlanteans, equipped with spear-guns, and led by a fairly tall, lean Atlantean man, with a thin moustache, his blue head completely bald, clad in gold-plated armour. "General Krang." Namor greeted.

"My King." Krang answered cordially. "Prince Arthur, welcome home." Spotting Leviathan, his expression turned hard. "I see that my King has captured one of the hated Lemurians; we will prepare an interrogation chamber immediately…"

"That will not be necessary, General." Namor answered. "I myself made the same mistake as you; the individual you see here is in fact a surface-dweller in possession of a genetic mutation, which gives him a passing resemblance to our enemy."

Krang arched an eyebrow. "My King certainly does choose to keep…unique company." he said. "While I recognize the humans Richards and Grimm, I must confess that these others are a mystery; if Your Majesty would be so kind..?"

"Gladly." Namor answered. "The scaled youth is known as Leviathan, the metallic being is called Android, the uncivilized one is Logan…and _this_ individual," he gestured to Superman, "is Kal-El, the master of the crystalline structure built upon our Polar territory."

"General." Superman greeted pleasantly.

Krang's eyes went wide, his expression a mixture of anger and incredulity, as his men all backed away, ready to draw their weapons at a moment's notice. "Your Majesty, I mean _no_ disrespect, but have you taken leave of your senses?!" he cried. "To allow a _Traveler_ into Atlantis..!"

"I assure you, General, I have my wits about me." Namor answered flatly.

"Sire, I must _strongly_ protest this decision!" Krang exclaimed. "Allowing this…this _creature_ into our city endangers every man, woman, and child within Atlantis! The encounter at the Pole _alone..!_"

"General, the incident at the North Pole could have been tragic, but not a _single_ life was lost." Namorita countered. "These are not the actions of an enemy."

"Well said, Princess."

As that deep voice silenced Krang's budding retort, its owner walked into the Main Hall: a tall, elderly, yet strongly-built Atlantean man, his azure skin marred by countless battle-scars, his right eye bright blue, with his left one a dull grey, and crossed by a single scar, with his long hair white, matching his fine beard. The Atlantean warrior was clad in a simple chain-mail tunic, and black pants, with a deadly black-metal trident strapped to his back, its strap looping over the shoulder with the single gold shoulderpad. Glancing at Krang, the warrior chuckled. "I am surprised, General Krang; the mighty warriors of Atlantis, cringing away from the unknown? Come, surely not."

Namor chuckled. "My sentiments _exactly_, High General Ro'Karon."

At Namor's statement, High General Ro'Karon, the commander of the entire Atlantean Fleet, a commander well known, for both his brilliance as a defensive tactician and his unwavering loyalty, as "the Shield of the Ocean," grinned widely. "Well, my liege, if _anything_, one can say that serving you is never _boring!_"

Namor half-smiled, folding his arms. "I suppose that is _something._" he retorted.

Frowning, Krang said, "As I had mentioned to His Majesty, High General, I was _concerned_ that allowing a _Traveler_ here could very well _compromise_ our people's safety..!"

"As I understand it, General," Ro'Karon said, "the overall safety of our people was the _King's_ concern; I surely hope that one of Atlantis' Generals was not attempting insubordination…"

Krang gulped. "Of _course_ not." he said quickly. "I was…merely offering my advice."

"Your offer is appreciated," Namor said, "but things are well enough in hand."

Krang's expression became neutral, again. "Yes, Sire." he replied, before he and his troops bowed, turned, and left…but not before Krang sent Superman a brief glare of utter _contempt._

Once Krang was gone, Ro'Karon turned towards Namor. "As requested, my liege, the Lemurian emissary is ready to speak with you."

"Excellent." Namor answered. "I trust there are no other pressing concerns..?"

"Only _one_, my liege." Ro'Karon answered, looking somewhat uncomfortable. "Her Ladyship had requested an audience, earlier, today, to discuss her proposal to the Senate."

Namor didn't need to know who his General was talking about. "Were this any other day, I would be glad to look over the Lady Dorma's proposal," he said, "but for the moment..!"

An angry female voice interrupted him as a tall, elegantly built Atlantean woman, apparently in her early thirties, with mid-length, vibrant red hair, clad in a slim white robe, a golden tiara encircling her forehead, stormed into the room. "Your Majesty," she began, "I have respected that, before now, you have had more pressing concerns, but I simply _refuse_ to be put aside any longer! It is _not_ fair..!"

"My Lady Dorma," Namor answered, suppressing the irritation in his voice, "I have no wish to offend you, but there _are_ more grave concerns which _must_ be addressed first." Even though he did _not_ need to deal with this now, it appeared that he had no choice; Dorma may have been one of the more outspoken members of Atlantis' Senate, but she was a member of the most noble family in Atlantis next to the _royal_ family, and so could not be simply dismissed, aside from the fact that, _far_ more often than not, her ideas benefitted _all_ of Atlantis.

Frowning, Dorma put her hands on her hips in a gesture of annoyance. "With all respect due, my King, I am unable to see how the arrival of your surface-dweller acquaintances constitutes so grave a concern."

Namor inwardly groaned; he shouldn't have been surprised. Dorma was just about the _only_ member of the Senate who would actually _argue_ with him openly; when he was wrong, it was a trait of hers that he respected…but other times, he found it irritating.

Like _now._

Frowning to himself, Namor met Dorma's gaze; he _hated_ having to do this, but Dorma _needed_ to understand how serious this was. "Then I am sure that it will interest you, my Lady, to learn that not all of our guests are surface-dwellers."

Dorma blinked. "I beg pardon, my King?"

"One of our guests is, in fact, not from this planet at all." Namor answered, gesturing towards Superman. "He has apparently seen fit to dwell in our Polar territory."

At that, Dorma looked confused, as she pondered Namor's words…before she gasped in sheer _terror_, her eyes going wide, her hands flying to her mouth. "I-I see." she stammered. "I humbly beg your pardon, Majesty; the r-return of the Travelers _is_ a more pressing matter. I…I shall take my leave." With a prompt bow, Dorma hurried off.

Reed lightly frowned. "Was that _really_ necessary?"

"As High General Ro'Karon stated, Richards, _I_ will judge what is necessary for my people." Namor answered. Turning to his cousins, he added, "Arthur, Namorita, escort our guests to the Palace Atrium; I will be along shortly, to discuss the details of the meeting."

Nodding, Arthur and Namorita started to lead the others away…but Superman stayed behind. "Kal?" Arthur asked.

"I'll be along shortly, Arty." Superman answered. "You guys go on ahead." Nodding, Arthur, Namorita, and the others continued on.

Namor arched an eyebrow. "I assume you have another concern?"

"Nothing much, really, Your Majesty." Superman answered. "I was just curious as to when you're going to tell me what I'm _really_ doing here."

Namor's eyes narrowed, as his tone grew cold. "You question my honesty?"

"Not at all." Superman answered candidly. "I have no doubt that the Lemurians _have_ been attacking you, and that there _is_ an emissary from Lemuria here." His arms folded across his chest. "But you could have _easily_ contacted the League via the Watchtower and asked for help _directly_, and had some of the others assist you…but instead, you came to the Institute to speak to me _directly._ _Why?_"

Ro'Karon bristled. "Be mindful of your tone, whelp..!"

Namor raised a hand, instantly quieting his General. "Allow us both a moment, High General." he said. "Continue to the emissary's chambers; I will join you shortly."

Ro'Karon looked torn…but he bowed respectfully. "Of course, Sire." With that, he walked away.

Turning back to Superman, Namor mentally berated himself for underestimating the Kryptonian. "You recall what Her Ladyship and General Krang called you?"

Superman nodded. "_Traveler._"

"Correct." Namor said, as his tone grew cold. "For the past 500 years, that word has meant only _one_ thing to my people, Kryptonian: _terror._" His eyes narrowed. "It speaks of an invader from beyond the stars, one capable of tearing Atlantis _apart_ with his _bare hands_, while my people could do _nothing_ to stop him."

Superman looked stricken. "King Namor, Kon-Lir – the Kryptonian who crashed here – would _never_ have..!"

"I will admit, that legend was undoubtedly exaggerated," Namor said, "but it was enough to terrify my people then…just as it is _now._"

"You _saw_ Lady Dorma's reaction to you, just then." Namor continued. "Even _more_ relevant, you saw Namorita's reaction to you; make no mistake, she has fought at my side against Attuma and barbarians like him, many times…and yet she was reduced to _mortal terror_ when she realized what you were."

He turned away, looking out at Atlantis, his expression pained. "I have tried to keep your existence from my people, but we are a curious race." he said. "My people have seen the vessel missing from the Shrine; they _know_ of your outpost upon the Polar ice; and they _know_ that the Fleet was deployed to the Pole, and returned empty-handed."

"They _know_ that the Travelers have returned…and that the Fleet _cannot_ stop them."

Superman's expression turned grave behind his suit's visor. "Your Majesty, I have _no_ intention of harming your city _or_ your people..!"

"_I_ know that, Kryptonian, as do my cousins; we understand that." Namor said, turning back. "But my people do _not_…and, try though you might, you will _never_ be able to explain it to them; they will hear the word 'Traveler'…and react with _panic._ The revelation of your existence nearly drove the entire city into a fearful frenzy; I almost had to send in the army to calm them."

"That still doesn't explain why you asked me here." Superman replied. "If what you say is true, then having me here could cause even _more_ panic."

"I swore to my people that I would protect them; it was the oath I took when I assumed the throne." Namor said. "If you are seen here, my people will know that I am negotiating with the Traveler to spare them…and when no attack comes, they will know that they are safe."

Behind his visor, Superman frowned. "And you didn't think I needed to know this?"

Namor's eyes narrowed. "My decision, Kryptonian, was made in order to prevent a panic..!"

"I'm not suggesting otherwise," Superman said, "but if you had _asked_ me, Your Majesty, I would have _gladly_ helped."

"I could not take that risk." Namor said.

Superman's tone was flat. "You still don't trust me."

"Trust is to be _earned_, Kryptonian." Namor retorted. "Whether you intended it or not, your actions have endangered Atlantis; you recall several months ago, when several _nuclear missiles_ were launched at your 'Fortress'..?"

"Yes, Your Majesty," Superman answered, "and we _stopped_ that attack…"

"And what of the _next_ one?" Namor asked. "Curiosity is not _exclusive_ to my people, Kal-El; you have all but _announced_ that your kind were aeons in advance of this planet! How long before human curiosity and greed drive _others_ to seek out your outpost? And who _knows?_ For all _we_ know, your presence might have been the very thing that drove the Lemurians to attack us out of _fear..!_"

Superman's eyes narrowed. "If you believe nothing else, Namor, then believe that neither I nor any of the Justice League will let _anyone_ attack Atlantis, _especially_ not because of my presence on the Pole; as I told you, we're here to help _everyone_ on the planet, whether above _or_ below the ocean's surface." he replied. "And I agree: trust does have to be earned, but all we're asking for is a _chance_."

At that, Namor smiled wryly. "I asked you all here, did I not?"

Slowly, Superman smiled. "Why, yes, you did."

"Then there you have it." With that, Namor turned, and walked off, while Superman headed in the other direction, to rejoin the others.

Within minutes, Namor had caught up with Ro'Karon in the hallway. "I trust the preparations have been made?" Namor asked.

Ro'Karon nodded. "The Fleet will be ready, Sire; if the Lemurians should try _anything_, we will be ready." he answered, before his tone turned wary. "My King…you are _certain_ that you do not wish me to accompany you on this mission?"

Namor chuckled, before giving his old teacher a pat on the shoulder. "Old friend, though I would prefer to have you at my side, you will serve Atlantis better with the Fleet; should I fall, our people will need their Shield."

"With respect, Sire, they will need their King _more._"

Namor chuckled. "Then it would be foolish to lose _both._" he chided.

Ro'Karon nodded. "Of course, Sire."

Namor's tone turned serious. "And what of the emissary?" he asked. "I am told he is Atlantean…"

"That he is, Sire; no doubt about it." Ro'Karon answered…before his expression turned grave. "And there is something else…"

"What?" Namor asked; Ro'Karon said nothing, as he stopped in front of a door, before opening it…causing Namor's eyes to go wide.

'_By Neptune..!_'

XXXXXXXX

After leaving Superman and Namor, Leviathan and the others could only follow Aquaman and Namorita through the Palace's halls, while marveling at the sheer beauty of it. "_Wow…_" Polaris murmured.

"Yeah," Havok agreed, "this is quite a sight…"

"_Metallurgical analysis suggests that this structure is composed of a gold-steel alloy of previously unknown type._" Android mused. "_The alloy appears to have a very high resistance to corrosion…_"

Spyke shook his head, chuckling. "Way to suck the fun out of it, Mark."

Android blinked. "_Was my analysis inaccurate?_"

Namorita giggled, before turning to Ron. "Is he _always_ like that?"

'_Stay cool, Williams…stay cool, Williams…_' "Oh, yeah, pretty much."

Ben chuckled. "As if Stretch wasn't bad enough."

Namorita laughed again, before her expression turned regretful, as she looked to Ron. "I hope that my cousin did not offend you, earlier…"

Ron shrugged. "Actually, getting swung at was a step _up_ from the usual 'people-running-away-screaming' reaction that my face seems to get."

Namorita blinked. "_Why?_"

Ron chuckled dryly. "Believe it or not, Princess, but having scales isn't exactly the norm for us surface-dwelling schmucks." he quipped. "On the other hand, if they ever made a remake of "Creature from the Black Lagoon," I'd be set for _life._"

Namorita just laughed. "If all surface-dwellers are as funny as you, Leviathan, I can't see _why_ my cousin distrusts them!"

'_She thinks I'm funny! SCORE!!_' Leviathan's subconscious exclaimed. "You can call me _Ron._"

Aquaman chuckled. "Hey, 'Ron,' quit flirting with my cousin!" he quipped. "You wouldn't want _Namor_ to hear you, right?"

Ron's expression instantly collapsed. If Namor had overheard that…he'd kill him _first_ and ask questions _never._

By then, they had reached the Palace's Atrium, looking out over the entire city; as they walked in, they found a somewhat-frazzled Lady Dorma looking out through the windows, trying to calm her nerves. "Lady Dorma?" Namorita inquired. "Are you alright?"

Turning, Dorma still looked stricken. "I am as well as one _can_ be, Princess, considering…our guest." she said. "I do _not_ understand how you can both be so calm around that…that _creature..!_"

"That 'creature,' Lady Dorma," Aquaman said, his eyes narrowed, "_happens_ to be one of my oldest friends, and I can _assure_ you that he is no more a threat to Atlantis than _I_ am."

Namorita nodded. "I will admit, Lady Dorma, when I first realized what Kal-El – our visitor – really was, I felt _exactly_ what you are likely feeling now." she added. "But, with Arthur's help, I was able to look past the fear that our people have for his kind, and see a friend, and a mighty _ally._"

Dorma blinked. "You…you actually believe that…that this Traveler would…_aid_ Atlantis?"

Chuckling, Aquaman gestured to the door to Dorma's right. "Why don't you ask him _yourself?_" Turning, Dorma barely suppressed a gasp of fright as she saw Superman walk into the room.

Sensing her terror, Superman quickly put her at ease. "I hope I didn't alarm you, my Lady." he said softly. "I've been told that my presence causes quite a stir, around here, and I didn't want to frighten you."

"Think…think nothing of it." Dorma murmured. "You…you are _truly_ a…a Traveler..?"

"That's what people around here seem to be calling me." Superman answered.

Slowly, Dorma's fear began to subside, as her curiosity started to take over. "You…come from another planet?"

Superman nodded. "Krypton."

Dorma still looked worried. "Then…the other being, the one that landed here…was he..?"

"His name was Kon-Lir, Milady, and yes, he was Kryptonian." Superman confirmed. "His ship crashed on Earth, and he was marooned; I assure you, the _last_ thing on his mind was attacking a peaceful people – Atlantis' encounter with him was likely a tragic misunderstanding, as Kon-Lir undoubtedly had difficulty controlling the power that Earth's sun gave him."

Dorma blinked. "The _sun??_"

"Kal and his people got their powers from Earth's yellow sun." Reed explained. "From what I've seen, it's an absolutely _remarkable_ ability; not only can Kal synthesize practically _any_ organic molecule his metabolism requires, but his ability to absorb solar power gives him a nearly _unfathomable_ level of energy, granting him a whole _host_ of abilities…"

"Stretch." Ben said.

"Sorry."

Dorma softly gasped. "By _Neptune_…your people must be incredibly advanced…"

Aquaman chuckled. "One of the most advanced in the _universe._"

Smiling behind his visor, Superman replied, "To be fair, though, the Kryptonian civilization was one of the _first_ civilizations in the universe."

"I can certainly imagine." Dorma replied…before her face fell. "All of our myths and legends about your people speak of you as terrible, wrathful beings…we must seem so terribly primitive to you…"

"_Sira'nai cura sira'nai._"

Dorma blinked. "Pardon me?"

"Yeah, we didn't catch that, either, Supes." Ben said.

Superman chuckled. "It's Kryptonian; specifically, it's the credo of the Contactors." he answered. "My people, among other things, were explorers; we had charted much of the known universe, and had friendly relations with many races. When we encountered a new civilization, the Contactors were the ones who performed surveillance on that race, learning about their culture, their beliefs, and, ultimately, how they would react, if we were to contact them; when Krypton's ruling body, the Council of Twelve, based on the Contactors' recommendations, made the decision to contact a new race, it was the Contactors who made the first step. Chances are, Kon-Lir himself was a Contactor." He smiled. "Their credo, roughly translated, means '_You are as you are'_; the first thing that _every_ Contactor needed to understand was that the peoples they contacted had their _own_ ways of life, their _own_ values and beliefs, which were often vastly different from our own. They had to remember that expecting them to be anything except what they were was simply _foolish._" His expression saddened. "It was truly regrettable that our two peoples' first contact caused such fear; that was part of why King Namor requested our presence – to help clear things up."

Dorma looked stricken. "That may be more difficult than even His Majesty realizes." she answered. "You recall the attack that the Fleet attempted on your outpost?"

Superman nodded. "At the time, I wasn't aware that the Pole was Atlantean territory; I was fortunate that King Namor accepted my presence there."

"His Majesty may have, but I am afraid that the Fleet _hasn't._" Dorma said sadly. "You must understand, the Fleet has long been the pride of our people – a symbol of our might. The fact that it was rendered utterly _impotent_ upon our own soil was a _serious_ blow to that pride."

Namorita nodded sadly. "You recall how General Krang reacted to you?" she asked. "_He_ was in command of the battlegroup that attacked your outpost; that defeat was a serious blow to his _personal_ honour, as well."

"No kidding." Aquaman agreed. "He was drilling his troops for _days_, after that, preparing for a second assault, until Namor called it off."

Dorma nodded. "A defeat of that magnitude was unprecedented; even against the Lemurians, today, our forces were evenly matched with theirs. There has _never_ been an individual, group, or nation with so vast a technological advantage over us…until now."

Superman closed his eyes. "Until _me._"

Dorma nodded. "Perhaps now I understand His Majesty's strain, better; this is a situation that no King has ever needed to deal with, before." she said.

Superman lightly smiled. "I'm sure he'll do fine…"

"Your vote of confidence is appreciated, Kryptonian."

Namor's words carried just a _touch_ of sarcasm as he walked into the Atrium. "We will depart shortly." he stated, as Lady Dorma politely excused herself with a bow. To Superman, Namor added, "You will be receiving the coordinates of the meeting shortly."

Superman nodded. "I'll prep the _Argo_ for departure." With that, he headed towards the landing bay.

Reed's expression turned curious. "What about this Lemurian emissary you mentioned, earlier?" he inquired. "Will he be joining us?"

Namor's jaw clenched, his expression turning grave, as he calmly stepped aside…revealing a young man, apparently 16, with dark green eyes, long, black hair, and almost elfin ears, clad in a blue-and-black bodysuit…with his facial features almost _identical_ to Namor's, if simply younger.

The young man bowed respectfully. "I am honoured to meet all of you." he said. "I am Garth, emissary of His Majesty, the King of Lemuria; I look forward to helping all of you establish a lasting peace between Atlantis and Lemuria."

"Your sentiment is appreciated, Emissary." Namor said. "If you would kindly follow the others to our vessel, we will be departing, shortly." At that, Garth bowed, and promptly followed the others out of the Atrium, leaving only Namor, Aquaman, and Namorita behind.

"Namor, _what_ is going _on?!_" Namorita cried. "That emissary…he looks just _like..!_"

"I am perfectly aware of that, Namorita." Namor answered, his expression strained. "I presently have no explanation for it."

Aquaman frowned. "Then this meeting is _obviously_ a trap." he said.

"Undoubtedly," Namor agreed, "but I must still go."

Aquman's eyes narrowed. "_Dammit_, Namor..!"

"If there is even the slightest _chance_ to peacefully end our conflict with Lemuria, I _must_ take it." Namor said firmly. "I do what I must for our people's safety, just as either of you two would."

As the three of them started to head out of the Atrium, Namorita looked stricken. "Namor, _please_ tell us that you have a plan."

Namor's expression turned slightly joking. "Do you _truly_ think me as foolish as Cousin Arthur, Namorita?" he chided. "I am _hurt._" With that, he began to detail his plan to them, as they hurried to catch up to the others.

XXXXXXXX

_Antarctic Ocean_

Aboard the research vessel, Power Girl and Sue continued their attempts to decode the corrupted transmission, while J'onn monitored the radar screen, as Flash returned from his sweep with the Javelin. "Hmm…okay, a fractal algorithm isn't going to work…" Sue mused. "This whole thing looks pretty bad; I don't know if we'll be able to get _anything_ out of it…"

"What about if we used it on a single frame?" Power Girl suggested. "We should be able to get _some_ information!"

After thinking for a moment, Sue nodded. "It's worth a shot." Quickly, she compiled the program, and let it start to run, before turning back to Alison. "So this Embeth witch _actually_ tried to break you and Kal up?" she asked.

Alison nodded. "Afraid so."

Sue chuckled. "I'm surprised you didn't _slap_ her."

"Who says I _haven't?_" Power Girl laughed. "And what about _you?_ Haven't you punched _your_ mom out for _her_ little stunt?"

"I've been _tempted_, at times," Sue admitted, "but I'm afraid not."

Alison chuckled. "You have more patience than _I_ would." she said, before her expression turned a bit sad. "Still, she's probably not _all_ bad…at least _your_ mom came _back…_"

Sue's smile turned sympathetic. "Their loss, right?"

Alison smiled. "_Right!_"

"My ears are burning."

Looking up, Power Girl felt a reflexive frown cross her face as she saw Mary Storm standing in the doorway, smiling pleasantly. "How's the decryption faring?"

"We have an idea," Sue said neutrally, "but it could take a while."

Mary nodded. "We still have some time before we arrive at the team's last known location." she said. Turning to Power Girl, she added, "It's Alison, isn't it?"

Power Girl nodded. "Yeah."

"I couldn't help but notice the similarities between your uniform and Superman's." Mary continued. "May I inquire why?"

Power Girl frowned; she knew where _this_ was going. "I'm _part_ Kryptonian."

"Oh?" Mary asked. "Then I suppose that Superman helped you learned to control..?"

"Yes, yes, and _no._"

Mary blinked. "But that was only _one_ question."

"You were _going _to ask _two more._" Power Girl said. "_Yes_, Superman helped me learn to control my Kryptonian abilities; _yes_, he confided in me where his Fortress is; and _no_, I'm _not_ going to tell you where it is."

Sue chuckled. "You heard her, Mom."

Mary's smile wavered. "I see that Susan has been telling you about me." she said. "I will admit that I had to make a few tough choices in the past, but _no_ sacrifice is too great to expand the horizons of human knowledge…"

"In _that_ case, Dr. Storm," Power Girl said, "I suggest you use some _human_ ingenuity and expand them _yourself_, rather than _stealing_ another race's work."

"We have incoming."

J'onn's calm voice quickly stopped the brewing argument. "Where?" Sue asked.

"Dead ahead." J'onn answered. "Two contacts, coming up fast; they appeared out of nowhere."

Quickly, Sue and Power Girl hurried onto the main deck, followed by J'onn, who promptly alerted the others. They all reached the deck, looking out to sea…only to find nothing on the horizon. "Huh??" Havok said. "I thought we had incoming!"

Johnny shook his head. "Look, Big Green, I'm a fan of crank-calls as much as the _next_ guy, but..!"

Suddenly, Krypto started to growl…seconds before two _huge_ ships broke through the water's surface; they were shaped like enormous, sleek manta-rays, like Atlantean vessels…but instead of the gleaming blue-green hues of Namor's Fleet, _these_ craft were a menacing blue-black. As the twin metal sea-monsters settled on the surface of the frigid water, two-dozen black-armoured humanoid creatures, all with menacing dark green eyes, razor-sharp fangs, and pale green scales, and armed with high-tech spear-guns, all leapt out of the water, to land on the deck, before quickly moving to surround them.

Glancing to the Invisible Woman, Power Girl reflexively gulped. "Sue?" she asked. "I think we just found out what happened to that research team…"

XXXXXXXX

_Author's Note: Hey, everyone! Since this chapter was turning out to be much longer than I had planned, and I didn't want to make you all wait, I decided to split it up into two separate chapters. I hope you understand! Enjoy!_

_Coming Soon:_

_As a powder-keg threatens to explode below the water's surface, a mission of mercy goes terribly awry…_

_What horrible secrets lurk within the lost city of Lemuria?_

_Can our heroes stay afloat?_

_Find out, in the conclusion to "Deep Trouble," coming to your computer soon…_


	13. Deep Trouble, Part Two

CHAPTER THIRTEEN: DEEP TROUBLE, PART TWO

_Antarctic Ocean_

As they stared down the twenty-four armoured sea-creatures surrounding them, with the two black ships looming in the distance, Havok gulped. "Well, this is _another_ fine mess we've gotten ourselves into."

Brandishing his spear-gun menacingly, one sea-creature let out a series of serpent-like hisses; undoubtedly their native language. "_That_ doesn't sound friendly." Johnny muttered.

Glancing at their assailants, Power Girl spotted a tube leading to their clear plastic mouth-plates from an external backpack…and _blessed_ her _tausha_ for the extra tactical training he'd given her. "Sue…don't those look like rebreathers that they're wearing?"

Looking closely, Sue started to smile. "That they _do_, Alison." she answered. "And if these guys are _anything_ like Atlanteans…" With that, she quickly formed a force-field around one sea-creature's breathing-tube…and _pulled._

As the tube came out, the creature's eyes went wide with fright…before he started gasping for breath, as water spilled out from the tube. His breathing becoming erratic, the creature sprinted towards the side of the ship, and leapt back into the water.

"They need those tubes to breathe!" Power Girl shouted, as she generated a hard-light field around two more sea-creatures, yanking their breathing-tubes out and sending them fleeing back to the water. "Pull them _out!_"

Flash grinned at that. "Blondie, that's all we needed to hear!" With that, he darted towards two creatures at top speed, yanking out their rebreathers before they could even _blink_, leaving them gasping as they fled. Hissing in fury, two more fired spears at him, but Polaris quickly raised a magnetic field, repelling them, as Havok unleashed two force-blasts, knocking their weapons away. As the two tried to recover, their rebreathers were suddenly ripped off by an unseen force, before the Martian Manhunter telekinetically tossed them into another two, knocking them _all_ into the water.

Firing off a salvo of needle-thin spikes, Spyke pierced the breathing-tubes of three creatures, sending them fleeing, before a fourth tackled into him from behind. As Spyke quickly recovered, his attacker took aim at him with his spear-gun…and then he suddenly sank right _through_ the floor up to his waist, as Phantom became visible again, before yanking off his rebreather, and then phasing him through the _entire_ ship, and into the water. Spyke chuckled. "Thanks, Spooky."

"No problem." Phantom answered…before she quickly grabbed his arm and phased them both through a trio of spears aimed at them. Spotting their attackers, Spyke fired off another bone-cluster, knocking their weapons away…and giving Multiple – and his four-dozen copies – time to dog-pile the three of them and pull off their rebreathers.

Quickly assuming his fiery state, the Human Torch took to the air, where he pasted four of their attackers with flame-blasts, burning off their rebreathers and sending them fleeing back to the sea. Turning, his eyes widened as he saw one sea-creature fire a spear at him…which was quickly intercepted by Krypto, as the Superdog darted into the air, catching the spear in his mouth. "Good boy!" the Torch declared, before pointing to the remaining four. "Now _sic 'em!_" Krypto needed no more incentive than that; snarling in feral _fury_, he darted at the four creatures, ripping off their rebreathers with brutal efficiency, before grabbing one by the leg, spinning him around, and tossing him into the other three, knocking them _all_ off the ship.

By then, the two ships had closed within firing distance of them, and opened fire; their cannons roared, launching four sleek, deadly missiles at the helpless research vessel…

"_Lorna!!_" J'onn shouted, as he quickly raised a telekinetic barrier, grabbing hold of the missiles and slowing their path; immediately, Polaris supplemented J'onn's barrier with her own magnetic field, stopping the missiles cold, and giving the Manhunter time to alter their trajectory…before he let go, allowing the missiles to shoot harmlessly into the sky, detonating in empty air.

"Flash!" Power Girl shouted, gesturing to one ship. "_Whirlpool!!_" Turning, she added, "Sue, Johnny, with me!!"

As Power Girl and the Torch flew towards one ship, with the Invisible Woman following on a force-field, the Flash raced across the water's surface, zooming past the other ship to a patch of open sea just _behind_ it…where he began to run in a wide circle, moving faster and faster, his momentum transferring to the water…as a massive whirlpool began to form. As the whirlpool began to swirl of its own volition, the ship began to fall into it, pulled by its deadly current, while Flash darted away, back to the research vessel.

Quickly, Power Girl and Sue raised their force-fields, repelling the other ship's beam-cannons as Power Girl used her X-Ray vision, scanning the ship's innards for a weakness…_there!!_

"Johnny, aim for the third quarter of the ship's dorsal side, dead-center between those two fins!" Power Girl instructed. Nodding, the Torch unleashed a deadly stream of flame, superheating the metal, causing it to glow red-hot…

As she widened her barrier, the Invisible Woman winced as more beams impacted it. "Feel free to hurry up..!"

Within seconds, Johnny's fiery assault had softened the ship's hull and outermost layers enough; her eyes glowing golden, Power Girl fired her eye-rays – instantly, the golden beams sliced through the heated metal, before searing through the rest of the vessel with _just_ enough force to pierce the ship's main engine, causing it to blow out, as the ship started to sink back into the sea.

As both ships sank below the water, all three of them let out a relieved sigh. "What was _that_ about??" Johnny asked aloud.

"I don't know," Sue answered, her eyes narrowing, "but I think I know who _does._"

By the time the three of them had touched down on the deck, Mary Storm had emerged from below deck. "Well, I see you all have things under control…"

Marching towards her mother, Sue grabbed her with a force-field and lifted her into the air. "Enough is _enough_, Mom!!" she shouted. "Those things were trying to _kill_ us, and I'm betting you know _why!_ We're _done_ being your pawns, so unless you want me to toss you overboard, you'd _better_ start talking..!!"

Mary's eyes momentarily widened, before she sighed. "This was only the _second_ research team that went missing." she said. "The _first_ was several months ago; they were simply performing deep-ocean bio-research…when they found something."

"Uh-oh." Havok muttered. "I've seen _this_ movie."

"Their last transmission to home base told it all." Mary continued. "Our team had stumbled onto the lost city of Lemuria…and the locals weren't too happy about it."

Power Girl's eyes went wide. "_Lemuria?!_" she cried. "The city that's attacking Atlantis?!"

Her eyes narrowing, Sue let her mother down. "Are you _insane?!_" she snapped. "Didn't your _last_ undersea debacle teach you _anything..?!_"

"This was our _second chance_, Susan." Mary said firmly. "This was the biggest find since Atlantis _itself_; we _weren't_ about to pass it up…"

"…and you wanted _us_ to clean up your mess. _Again._" Sue muttered.

Mary smiled. "With your help, our chances of finding Lemuria will be that much better…"

"_No_ deal, lady." Spyke said.

"We're here to rescue those scientists, and that's _it._" Sue said. "What you do afterwards is your _own_ business."

Mary seemed to wilt somewhat, before she simply sighed. "We're only a few minutes from their last location."

"Then we'd better suit up." Sue said. "Alison, J'onn, Havok, are you up for an ocean-walk?"

Power Girl nodded. "I think so."

"I've never seen a liquid ocean, before." J'onn mused. "It should be interesting."

"Good." Sue said. "Then let's move." With that, they started to get to work.

XXXXXXXX

_Mid Atlantic Ocean, 800 feet below sea level_

Far beneath the ocean waves, the normal light blue of the water had darkened to the inky blue-black of the furthest depths as Superman guided the cloaked _Argo_ through the sea, towards the rendezvous coordinates that the Lemurian emissary – Garth – had supplied. Looking about the Speeder, Garth smiled. "This vessel is remarkable…" he murmured, "…and it came from another world?"

Namor nodded. "I am told that it was involved in a battle in Earth's orbit, some 500 years previous."

"That's correct." Superman agreed. "It was shot down after stumbling into a battle between two warring races, the Kree and the Skrulls."

Wolverine chuckled. "Yeah, but we should've seen _those_ guys after they'd done it."

Checking his PDA, Reed looked grave. "We're coming up on the coordinates, now…"

"Stop here." Namor instructed; promptly, Superman brought the _Argo_ to a stop. "Emissary Garth and I will continue alone from here; I was instructed to come alone – if the Lemurians even _think_ I brought reinforcements, this bargain will be terminated."

Aquaman nodded. "Be careful." he said. Nodding, Namor then looked to Superman; tapping a few keys, Superman 'ported Namor and Garth out into the open ocean.

Leviathan gulped, before turning to Namorita. "I hope your cousin knows what he's doing…"

Namorita nodded. "He does."

Aquaman chuckled. "You probably heard the whole thing, right, Smallville?"

Superman lightly smiled. "I got most of it; sound-waves travel differently, underwater."

"_I detected a spike of radiation emanating from King Namor when we encountered him at the Institute._" Android stated. "_Upon visiting Atlantis and obtaining physiological scans of other Atlanteans, I concluded that this radiation is not normal…_"

"You got it, Metal-Head." Aquaman said. "Before he came to visit, Namor had a capsule with radioactive barium attached to one of his teeth, so that we could track him."

Tapping a few keys, Superman brought up the _Argo_'s scanners…which showed a glowing dot swimming away: Namor. "Well, he thought right."

Namorita nodded. "If this meeting _is_ a trap, Namor will bite on the capsule and shatter it, allowing the barium into his stomach and then his bloodstream; this ship should be able to detect the change, informing us of the betrayal…"

"…and allowing us to follow the Lemurians back to their home." Superman finished.

Ben whistled. "Gotta hand it to Fishy; that's pretty smart."

"Well, hopefully, he won't have to use it." Reed thought aloud.

Superman nodded. "Regardless, all we can do now is wait." With that, he turned his gaze back to the _Argo_'s sensors, watching for any change in Namor's signal…

XXXXXXXX

_Undisclosed location_

Deep within a darkened laboratory, dotted with high-tech electronics and steaming vials, two shadowed figures stood, one equipped with a water-rebreather, as the other, clad in green-and-black robes, his face covered by a hood, tapped a syringe full of murky fluid, clearing it of bubbles, before rolling back his sleeve and injecting it into his bare arm. The cloaked figure hissed in pain. "And you are _certain_ that there is no other way to stabilize the process, 'my Lord'?"

The massive Atlantean warlord known as Attuma smirked. "I am afraid not; our benefactor was quite clear in that regard. The union of Atlantean and Lemurian DNA is, ironically, quite unstable."

The cloaked figure laughed. "And so His Majesty King Namor believes that peace between our peoples is possible…when we cannot tolerate each other on a _molecular_ level?" he mocked. "The poor fool."

Attuma smiled slyly. "We'll be relieving him of his cares soon enough." he said, before he scowled. "And what of the surface-dwellers' ship we detected earlier? Has it been taken care of?"

Checking his communicator, the cloaked figure frowned. "It would appear not." he said, before he linked the device to the lab's mainframe, sending the images he'd received to the main screen…the images clearly detailing their forces being repelled.

Attuma snarled. "I recognize some of them; two of them are from the team of four that Namor often cavorts with, and _those_ two – the red-clad one and the green one – are of the team that the flying surface-_filth_ commands."

The other chuckled thoughtfully. "Ah, you mean the one who commands that marvelous vessel, and that crystal stronghold upon the Pole."

Attuma nodded. "Their presence can only mean that Namor has sought him out."

His ally smirked beneath his cloak. "_Good._" he said. "Then I can _crush_ him and claim his technology for myself."

"For _our_ cause, you mean." Attuma snapped.

The other frowned. "Do I need remind you to whom you speak?"

"I know _exactly_ who I am speaking with, _creature._"

Looking back to the screen, the cloaked figure smiled. "And who is _that_ lovely creature?"

Scowling, Attuma answered, "_That_, 'Sire,' is the human Susan Storm, who the fool is infatuated with."

His ally just laughed. "Yes, I am well aware of my Atlantean counterpart's affections for that female, 'my Lord,' but I was _referring_ to the silver-clad _beauty_ fighting beside the Storm female."

Attuma blinked. "Of that female, I know nothing." he confessed. "I know only that she aids the flying filth, from time to time."

His ally smirked. "Strength _and_ beauty…and she shares some of his powers…" he thought aloud, "…she may be a _female_ of his kind…" He chuckled. "And unlike that Storm _wench_, she is still young; she'll make a _fine_ consort."

Attuma smirked. "So, you and Namor share _that_ much in common, after all."

"Perhaps so." his ally said. "Regardless, we mustn't keep His Majesty waiting, now, can we?" With that, they both turned, and headed out of the lab.

XXXXXXXX

_Antarctic Ocean_

As he and the Lemurian emissary swam through the dark waters of the Antarctic, Namor couldn't help but feel the cold start to settle into his bones; his people were used to the temperatures of the Atlantic, which wasn't exactly hospitable, but they were _tropical_ compared to the South Pole.

These Lemurians were a hardy bunch, indeed, he had to admit.

"You are not Lemurian." Namor observed aloud.

Garth's eyes momentarily widened, clearly surprised that Namor had spoken to him. "No, Milord, I am not." he answered respectfully.

"How did you come to dwell in Lemuria?"

Garth looked somewhat embarrassed. "Truthfully, Majesty, I do not know." he confessed. "My earliest memories are those of being taught by a royal tutor; his lessons on equality and the true responsibility of the nobility were a great influence on me."

_That_ surprised Namor. "You are…the King of Lemuria's _son?_"

Garth shook his head. "I do not believe so, Sire; at best, I believe I am merely his ward."

Namor looked thoughtful. "Is that how you became Emissary?"

"Partially." Garth said. "When I heard of Lemuria's growing clashes with Atlantis, I eagerly volunteered."

"Why?"

Garth's expression turned serious. "Our two peoples were _one_ once, Milord; I have long believed that they could reconcile. If there was a chance for me to help make that a reality, I _had_ to take it."

Namor looked momentarily stricken; the boy's words echoed in his mind…all the way back to his memories of a brash young Atlantean prince, eager to find the lost sister city of his home, and his people's lost brethren…before the war, and then his dealings with the surface-dwellers…and then dealing with raiders like Attuma…until sixty years had gone by.

"An admirable goal." Namor admitted finally.

"Thank you, Milord."

By then, they were nearing the coordinates of the rendezvous point; already, Namor could see the illumination of underwater torches lighting up a circle on the ocean floor…with a single, green-and-black-robed figure standing in the circle. As he and Namor touched down on the sea floor, Garth knelt before the figure. "Sire, may I present His August Majesty, King Namor, sovereign ruler of Atlantis." To Namor, Garth added, "King Namor, may I introduce the King of Lemuria."

Namor met the Lemurian King's gaze, or at least tried to under his hood. "Well met."

"Indeed." the Lemurian ruler agreed. "Well done, Emissary."

"Thank you, Sire."

"I trust we can resolve whatever grievances we have with each other, today." Namor said. "This continued conflict between our countries will bring only tragedy."

The Lemurian King frowned beneath his cloak. "Our main grievance, King of Atlantis, is your country's attempt to bolster your military force."

Namor arched an eyebrow. "Pardon me?" he asked. "My country has no current military buildup."

"Perhaps not presently," the Lemurian ruler said, "but with your recent technological resource, it is only a matter of time."

Namor frowned. "Given that our two nations are roughly equal in technology, I do not know of any resource we have that you do not."

"No?" came the reply. "You are ignorant of the stronghold upon the North Pole, then? Or of the craft that once lay in an Atlantean shrine?"

Namor's eyes went wide. "You know of that?"

"My spies are _just_ as effective as yours, King of Atlantis; they tell me of a stronghold, alien to this world, equipped with technology to make _both_ our countries seem primitive by comparison; they tell me of a skirmish with that one, tiny ship…which sunk _three_ of your vessels with one blast. Such a prize would be irresistible, would it not?"

"Yes," Namor admitted, "and _unassailable_; no doubt your spies told you of my own Fleet's failed attempt to seize it."

"Failed, yes," came the reply, "which prompted you to seek its master out, no doubt to bargain with him."

Namor's expression turned hard. "I have not attempted to bargain with him for technology," he said, "nor do I plan to do so."

"Then you are a _fool._"

At that voice, Namor spun around, as a familiar figure walked into the light. "_Attuma!!_" he spat, before whirling on the Lemurian King. "_Treachery!!_"

Garth's eyes went wide as he looked upon his King. "S-Sire, what are you..?"

"Since my Atlantean counterpart has foolishly passed up such _power,_" the Lemurian sneered, "Lemuria will _happily_ take it from you…along with your kingdom."

"_Never!!_" Namor roared. "You will _never_ take Atlantis..!" But his voice drained off, as he felt something prick the back of his neck…before he began to feel sleepy…

He heard Attuma's voice in the distance. "That takes care of Namor, but my scouts have detected the surface-dwellers' ship approaching; we cannot allow the rest of Namor's allies to discover what we're planning…"

Namor felt a surge of horror fill him at those words, and at the words of the Lemurian King. "Worry not, Lord Attuma; they will be taken care of."

…and with his last ounce of consciousness, Namor bit down on his tooth-caplet…and prayed to Neptune that his allies were ready…

XXXXXXXX

_A few minutes earlier_

It wasn't long after repelling their watery assailants that the research vessel reached the coordinates of the missing team's last known location. By the time they had reached it, Sue, Power Girl, J'onn, and Havok had donned high-tech diving suits for their underwater expedition. "These suits will be feeding us a nitrogen-free air supply." Sue explained, as she locked her helmet over her head. "It should significantly reduce our risk of getting the bends, but we can't take any chances; as soon as we survey the area, we'll be doing a slow ascent, slow enough to breathe off any nitrogen gas that comes out of our bloodstream. If we have to do a _fast_ ascent for any reason, if any of you notice _any_ symptoms of decompression sickness, no matter _how_ mild, get to a decompression chamber as soon as _possible._"

Power Girl nodded, as she locked her helmet around her head. "Understood." she replied. Hearing Krypto start to whine, she smiled and gave him a scratch behind the ears. "Don't worry, boy! We'll be okay!"

"Hey, I'm with Pooch on this one, Blondie." Johnny gulped. "You wouldn't catch _me_ going down there; the _only_ thing worse than _water_ is _cold_ water."

Havok chuckled behind his helmet. "_Chicken._"

Polaris looked worried. "Alex, this is _serious…_"

"Hey, I _know_ that, Lorna." Havok replied, his tone serious. "We'll be fine; don't worry."

"Stay frosty down there, Big Green." Flash said.

J'onn smiled wryly. "In water of _this_ temperature, that should not be a problem."

"Okay," Sue said, "let's move, everyone."

Mary looked slightly stricken. "Just be careful, down there."

Phantom nodded. "Good luck."

Power Girl smiled. "Thanks." With that, the four of them dove into the water, heading down into the frigid deeps.

Within minutes, they had reached the ocean floor, with only their helmet-lights providing any illumination. "Okay," Sue's voice came in over the radio, "their last position was recorded a few miles east of here, so that's the best place to start; Alison, you'd best keep your eyes peeled, so we don't miss anything."

"Got it." Power Girl agreed, as her eyes flashed electric-blue, her vision extending well into the blue horizon, as her eyes started to scan the infrared end of the spectrum, seeing only dark purple, with only the red-orange warmth of their outlines breaking the monotony. With that, they started to move east.

Within minutes, Power Girl had caught sight of something, dead ahead: a wrecked mini-sub, which had obviously been used by the missing team. Reaching it, they found that its main viewing-window in its bow had been broken, which had flooded the sub. As he saw the sub, J'onn looked stricken. "Oh, cosmos…we're too late…"

"Not necessarily." Sue said. "Look at how the window is broken _outwards_; if the sub had undergone catastrophic implosion – which would have killed everyone on board – the window would have shattered _inward_."

Alison nodded. "Just look at the hull damage the sub took; it must have taken on a lot of water _really_ fast." she said. "The team must have gotten into their suits and broken the window to escape and try to make it to the surface; the fact that there aren't any bodies around supports this."

"So, where are they, now?" Havok asked. "And who attacked them in the first place?"

Suddenly, J'onn's eyes went wide. "They are coming back!" he exclaimed. "Our sea-faring friends are headed this way, coming from the south!"

Quickly, Power Girl turned to the south, as her vision instantly picked up the ten-man squad of Lemurian soldiers, all brandishing spear guns, heading their way. "J'onn's right; I count ten of them," Alison reported, "and they do _not_ look happy."

Sue's eyes narrowed. "It looks like these clowns didn't get the _message_, last time."

Havok grinned. "Then let's _explain_ it to them."

As the Lemurian assault-squad came at them, two soldiers fired their spear-guns, but the Martian Manhunter telekinetically blocked their spears, as the Invisible Woman knocked them out with force-field pulses. Darting through the water at high speeds, Power Girl grabbed two Lemurians, and tossed them into another two, before quickly generating a light-barrier around herself, deflecting the shots of the remaining four Lemurians, and giving Havok the opportunity he needed; with their backs turned, the Lemurians never saw Havok charge up a pair of force-pulses and fire at them, knocking three Lemurians out, and slamming the fourth into a rock wall, stunning him.

As the last Lemurian struggled to his feet, J'onn closed on him, his eyes glowing white. '_Try __**not**__ to think of where the missing humans are._'

That mental command _instantly_ evoked the thoughts J'onn desired; screeching, the Lemurian tried to resist J'onn's psychic probe, but the Martian was simply too much for him, and he passed out. "The missing research personnel are being held in their research outpost several miles south of the ship's current position." J'onn reported.

"Weird." Havok remarked.

"Regardless, at least we know where to look." Sue stated. "We haven't been down here long enough for any nitrogen to dissolve in our blood, so we should be able to do a fast ascent; let's move!" With that, all four of them activated their emergency flotation buoys, which rapidly inflated, taking them back up to the surface.

XXXXXXXX

After receiving Namor's distress signal, Superman had quickly locked the _Argo_'s sensors onto the radioisotope in his system, before plotting a course to follow it…which eventually led them to a vast, high-tech city, eerily similar to Atlantis, except that _this_ city gleamed a neon green, in contrast to Atlantis' golden light.

"So," Aquaman said, "this is Lemuria."

"Looks like it." Ben added.

Glancing to the _Argo_'s sensors, Superman frowned as Namor's signal vanished. "Something's wrong; I've lost track of Namor."

"The isotope must have decayed; Namor said that its half-life was short." Namorita explained, her expression grim. "Do we have _any_ idea of where he is?"

Bringing up a thermal scan of Lemuria, Superman shook his head. "Thermally, there's little to no difference between Atlanteans and Lemurians; I could try to refine the scan, but it'll take time…"

"…which we don't have." Reed said.

Leviathan's expression hardened. "Hey, Metal-Head, if you could patch into Lemuria's network, could you find Namor?"

"_I should be able to locate him, yes,_" Android answered, "_but I was not designed for underwater stealth; my mobility will be hampered…_"

"You won't have to worry about moving around, Mark; _I'll_ get you there."

Namorita's eyes went wide. "_What??_"

"Your cousin said it himself, Princess; I look like these guys." Leviathan said. "If I fooled _him_, I should be able to fool _them._"

"I don't know, Ron," Aquaman said, "you'll be pretty exposed, out there…"

"I can handle it." Ron insisted. "Look, if anyone has a better idea…"

Grimly, Superman nodded. "Once you find where they're holding Namor, we'll need a way to bust him out."

Wolverine chuckled. "I think I can help you, there, Flyboy."

Ben nodded. "Plus, I'm pretty sure we can come up with a little distraction."

"Okay, then." Leviathan said. "Mark?"

Morphing himself into a plain metal-hued backpack, Android strapped himself to Leviathan's back. "_As soon as you are within Lemuria, I will locate a computer terminal._"

"Good to hear." Leviathan answered, before he gulped. "Okay; we're good."

Smiling, Namorita walked over to him. "Thank you." she cooed, before she gave him a quick peck on the cheek. Instantly, Ron froze…

"_Your core temperature is rising, Ron; are you ill?_"

Ron instantly frowned, fighting the blush creeping across his scaly face…similar to the blue tint staining Namorita's fine features. "Yeah, I'm okay." Leviathan answered. "Okay, Big Blue; send me in."

Superman nodded. "Good luck." With that, he tapped a few keys on the _Argo_'s control panel, 'porting Ron into the open water.

After suppressing a few shivers, Leviathan swam towards the shining city, heading for the main gate…guarded by a single Lemurian soldier. Leviathan gulped. '_Okay…here I go..!_'

As he swam up, the guard turned towards him…and then sneered, before looking away.

'_Okay…I'm just a face in the crowd…a face in the crowd…_' Ron repeated to himself, as he walked into Lemuria, strolling amongst the numerous scaly humanoids on the streets. As he passed by a street corner, he nearly _froze_ as he saw a scantily-clad Lemurian female – or at least he _hoped_ it was a female – _winking_ at him; Ron simply gave her a friendly wave, before walking on, darting into a dark corner as soon as he was out of sight.

Once he was safely hidden, Leviathan shuddered. "Mark, _tell_ me you've found a terminal we can use…"

"_Affirmative._" Android whispered back. "_There is a small maintenance terminal a few feet to your right; I can access this city's systems from there._" Slowly, Ron walked a few feet to his right, and rounded a corner, where he found a small computer terminal. Discreetly, he leaned with his back against it, allowing Android to extend his tendrils into the terminal. "_I am inside their system; I will have Namor's probable location within a minute._"

"Good," Leviathan whispered, "because the sooner we find him, the sooner we can…" but his voice trailed off as he saw the Lemurian woman from earlier walk into the alley, a sly smile on her face, as she cooed at him, before walking towards him…

Ron gulped. "_Mark…_" he whispered under his breath, "_…hurry up..!_"

"_I have located the Lemurian prison,_" Android reported, "_but I will require more time to pinpoint Namor's location…_"

"We don't _have_ more time!" Ron whispered, as the Lemurian woman walked closer; if she saw Mark, the Lemurians would catch on..!

As the Lemurian was only a few feet away, Ron made a decision…and swam for his _life._

After swimming over a few rooftops, Leviathan darted into another alley; seeing that he wasn't being followed, he let out a relieved sigh. "Did we find him?"

"_Negative; I only had time to locate his prison-block. Namor is being held in a high-security cell, reserved for violent prisoners._"

Switching on his transmitter, Ron hailed the _Argo_. "You guys get that?"

"_Loud and clear, Ron._" Superman said. "_We'll take care of the rest; you just move to our coordinates, and be ready._"

"Got it." Ron said, before groaning. "And one last thing: tell Namorita to let Namor know that he owes me _big-time_ for this!"

Namorita's soft giggle answered him. "_Regardless of my cousin's gratitude, Ron,_" she cooed, "_you certainly have __**mine.**_"

Ron felt the burning in his cheeks come back. "T-That's good, too." he stammered. "Anyway, I'll meet up with you guys, soon. Good luck." With that, he ended the transmission, and swam off.

He sure hoped they had a good plan…

XXXXXXXX

When Namor came to, the first thing he noticed was that he had a _splitting_ headache.

Opening his eyes and looking around, Namor found himself in a jail cell – undoubtedly a Lemurian cell – with Garth in the cell next to his. Noticing that he had awoken, Garth smiled sadly. "You're awake?"

"No thanks to your King." Namor muttered, while inwardly cursing himself for falling for such a trap; he should have _known…_

Another thought then occurred to Namor. "Why are _you_ here?" he inquired.

Garth's expression fell. "I have…outlived my usefulness." he whispered. "My King…Lemuria's King only needed me to get _you_ here."

Namor frowned. "I see."

Garth's expression turned _truly_ sorrowful, now. "King Namor – _sir_ – _please_ forgive me; I did not know." he said. "My King had _told_ me that he truly wished for peace between our peoples, and I _believed_ him..!"

"…but he lied to you." Namor finished, standing up. "I believe you, Emissary Garth. Perhaps, in the future, you now know to be a bit wiser in whom you place your trust; a crown alone is nothing – what matters is the one who _wears_ it." Walking to the bars of his cell, he took hold of them, to try and pry them apart. "If your sorrow is sincere, then help me devise a means of escape; no doubt the Lemurian fleet is on its way…"

"Don't waste your time, fool."

Turning, Namor scowled as he saw Attuma walk into the prison. "These bars were designed to hold the _strongest_ of criminals; you cannot break them." Attuma sneered.

"Indeed." Namor shot back. "I shall have to make use of them, _after_ I throw _you_ in prison."

Attuma laughed. "You're in no position to threaten, fool." he chortled. "Before this day is out, Atlantis will be _mine._"

Namor's eyes narrowed. "If you think my Fleet will allow Lemuria to take Atlantis, Attuma, you're even _stupider_ than even _I_ thought..!"

Attuma smiled darkly. "Your Fleet, 'Sire,' will gleefully stand _aside_ and _let_ my forces into Atlantis," he said, "because you will _order_ them to do so."

Namor laughed at the sheer absurdity of that idea. "I will do no such thing."

"I know."

Attuma's reply unnerved Namor. "What are you playing at, barbarian?" he demanded. "What bargain have you struck with the Lemurian King?"

"Lemuria's ruler is but a _puppet_; _I_ am the true power behind Lemuria." Attuma sneered. "Once he takes Atlantis, _I_ will rule." His grin grew. "And with our combined might, I will storm the crystal aberration upon the Pole, and take its power for _myself_…_after_ I _slay_ its master."

Namor laughed out loud. "_Who_ is the fool here, Attuma?" he sneered. "Atlantis and Lemuria _combined_ could not even _scratch_ the Polar outpost; to attack it is to seal your doom."

"We shall see." Attuma answered. "In the meantime, you will _watch_ as your kingdom is taken from you…and _don't_ count on your surface-dweller friends to rescue you; they will suffer the same fate as _this_ fool."

With that, two Lemurian guards walked in, dragging a beaten Wolverine into the prison, tossing him in an adjacent cell, before walking out. "Perhaps they will prove useful in compelling that flying filth to surrender his outpost." Attuma mused archly. "Certainly, he would consider doing so at the price of their lives…including the others straying into our territory with the vanishing wench."

Namor's eyes went wide. '_Susan is coming here..?!_' he thought.

Attuma chuckled. "Enjoy your stay, 'Sire,'" he mocked, "for it won't be for long." With that, he turned, and strode out with his guards.

As soon as Attuma had left, Wolverine sat up, grinning to himself, as his wounds began to mend. "Haven't had to do _that_ in a while." he said. "Just like the good ol' days, eh, Namor?"

Namor snorted. "The fact that you recall those days as 'good,' Logan, does _not_ speak well of your sanity."

"Never said otherwise."

Namor frowned. "So _this_ is your grand rescue plan. I suppose I shouldn't have expected more from you."

Logan just chuckled. "I'm just the _opening_ act, Fishy." he retorted. "I figured that if I kicked up a big enough stink, these scale-faces would toss me in with you…so I told Flyboy to lock his space-buggy's sensors onto _me_; these chumps led us _right_ to you."

Suddenly, a shockwave shook the prison, as every one of its lights went dark. "That'd be them, now."

Namor chuckled. "A moment of brilliance, Logan?" he asked. "The first in sixty years; you should be pleased; pity you did not devise a means for breaking these bars."

"What, _you_ can't break 'em?" Wolverine retorted. "Looks like I'm gonna have to save your ass _again_, Fishy."

Namor frowned. "Unless your mutation now includes abnormal strength, Logan, I do not see how…"

"You're a little behind, Yer Highness." Logan said. "I couldn't have done this, before…but _now_ I have _these!_"

And with that, he popped out a set of razor-sharp claws, before he sliced his bars apart. Stepping out, he promptly shredded the bars on Namor and Garth's cells, before retracting his claws.

Namor blinked…and then smiled wryly. "So now the rabid animal has _claws_; how fitting." he said. Turning to Garth, he added, "I assume you'll be accompanying us?"

Garth nodded. "I would like to have a _word_ with my former employer."

"Good."

Wolverine chuckled as the three of them headed out of the jail. "Like I said, fishy; just like the old days."

"That it is, Logan." Namor muttered. "Neptune help us all…"

XXXXXXXX

_A few minutes earlier_

Inside the _Argo_'s cockpit, Superman quickly got a fix on Logan, as the Lemurians took him into their prison…depositing him in the cell next to a thermal-signature just a _few_ degrees higher than the rest.

_Exactly_ as they'd planned.

Smiling wryly, Superman hailed Reed and Ben. "We've just got a fix on Logan, guys; are you both in position?"

Mr. Fantastic's voice came back over the _Argo_'s comm-line. "_We're good to go, Superman._"

"_This better work._" the Thing grumbled. "_I'm all for clobberin', but I don't want this to be a wild-goose-chase._"

Aquaman chuckled. "Hey, Rocky, this thing can bulls-eye a _nickel_ from orbit; if it says it's found Namor, it's found him."

"_Fine, fine; just say the word._"

Superman's expression turned grave. "Start counting down one minute, guys; after that, _go._"

"_Got it._" Reed answered. With that, the transmission ended.

Namorita looked concerned. "Kal, how exactly _are_ we going to free Namor? Can this ship's teleporters reach him?"

"They could, but if Lemuria catches on that Atlantis has _our_ kind of help, it could make things worse; based on Android's data, a Disruptor-blast to Lemuria's main generator should knock out their sensors and security systems, while looking like a simple overload. While the _Argo_ holds position here, we'll go spring Namor."

"Sounds good," Aquaman said, "but will it work?"

Superman's eyes narrowed firmly. "We'll _make_ it work." he answered. "_Argo_: targeting grids." Instantly, the HUD brought up the grids, overlaying them on top of Lemuria's layout, highlighting key weak spots, including the power-generator facility. "Arm Polaron Disruptor: 5 percent charge, minimal dispersion radius. Target main generator facility; fire in fifteen seconds." As the _Argo_ deployed its weapon-pods, charging the Disruptor-blast, Superman turned to the others. "Let's do this." With that, he activated the ship's teleporters, 'porting them out of the Speeder.

They emerged in the open water _just_ as the _Argo_ opened fire, launching the three-pronged electrostatic burst towards the power-station, striking it with lethal accuracy; as every system in the station went _dead_, the entire city went dark…giving the three of them the chance they needed. As the prison's emergency power started to boot up, Superman took hold of Aquaman and Namorita by their upper arms, and instantly accelerated, rocketing them through the water, touching down in the prison yard before any of the Lemurians could even _realize_ what had happened. As a startled Lemurian guard tried to aim a spear-gun at them, Superman's eyes started to glow behind his suit's visor, instantly superheating the weapon, forcing the guard to drop it, allowing Aquaman to swim towards him faster than a _torpedo_ and slam him with a haymaker. Upon seeing them, three more Lemurians ran for a side-entrance, to alert the others, but Namorita swam at them full-speed, to stop them. Seeing her closing on them, one Lemurian turned and charged her, swinging his spear at her; ducking under the swing, Namorita grabbed the spear-handle, and pushed it back into the guard's chest, unbalancing him enough for her to headbutt him and swim after the other two…but they were too close..!

Suddenly, a dark green blur shot through the water, as Leviathan tackled into one of the Lemurians, knocking him out. As Leviathan touched down, his backpack extended a pair of silvery metal tendrils; one tendril grabbed hold of the unconscious Lemurian, and _tossed_ him into the other, sending them both sprawling, while the other tendril jabbed itself into the door control-panel, as Android interfaced with the door's systems, shutting it completely…but not before a guard just inside the door saw them, and let out a high-pitched screech..!

Almost instantly, Lemurian soldiers started to swarm out of two adjacent doorways. Quickly, Superman inhaled deeply, and unleashed a narrow burst-stream of frost-breath, instantly sealing one door shot with a wall of ice, before he and the others turned to face the other door…

"_It's __**clobberin' time!!**_"

Superman chuckled as Ben's battle-cry filled his ears…seconds before the Thing, propelled by the living slingshot of Mr. Fantastic, shot across the city towards the prison, with Reed hanging onto his belt for dear life as he trailed behind him. Reed let go as Ben curled himself into a ball, bowling over dozens of Lemurians and smashing into the door, collapsing it; as the remaining Lemurians in the yard took aim at him, Mr. Fantastic's elastic arms shot out, snatching their weapons away, before Superman darted through them at top speeds, sending them flying effortlessly…as several more doors started to open, letting dozens more Lemurian soldiers into the yard.

Ben grimaced. "Fishy had _better_ appreciate this…" he muttered. "Where _is_ he, anyway?"

"_Imperious…__**REX!!**_"

Namor's war-cry filled their ears seconds before a cluster of Lemurians was _tossed_ through one of the doors, as Namor burst into the yard, with Wolverine following closely, slicing every Lemurian that got in his way, clearing a path for both him and Garth.

As the three of them rejoined the others, Namor glanced to Superman. "It would appear that, as surface-dwellers would say, our welcome has worn out."

Superman nodded. "Good thing our exit-strategy's on its way." he agreed. "Arty?"

"_Wait_ for it."

"Good." Namor said. "Arthur, Namorita, as soon as you are clear of here, contact the Fleet, and order them to head to the South Pole and intercept the Lemurian fleet."

Namorita blinked. "But what will _you_ do?"

"Susan and the others are heading towards the South Pole…where Attuma and his lackeys are waiting." Namor answered. "They must be warned." With that, he rocketed up, towards the surface.

Aquaman shook his head. "_Why_ did we know he was going to do that?"

Reed frowned. "Once again, he leaves _us_ holding the bag."

Suddenly, Superman's hearing picked up something. "Not for long." he said…seconds before a _massive_ squid swam out of the dark, looming over Lemuria, as it swooped over the prison and unloaded an _enormous_ burst of ink, completely obscuring the vision of _every_ Lemurian…and giving the rest of them time to swim towards the _Argo_.

Within minutes – and with Superman carrying the lumbering Ben by his belt – they had returned to the cloaked Speeder. "So, what now?" Leviathan asked.

Checking his belt-computer, Superman frowned. "There's definitely a ship in the water above us, and it's heading towards an oceanic research station; that must be Sue, Ali, and the others."

"Can we warn them?" Reed asked.

Tapping a few keys, Superman patched his communicator through the _Argo_'s comm system. "The Lemurians are trying to jam them…hang on…" he said…before the Speeder cut through the interference. "Boy Scout calling Nightingale; Ali, can you hear me?"

There was a moment's silence before the reply came. "_Nightingale here; baby, where ARE you??_"

"We're about 500 feet _below_ you, _taushi_; our diplomatic mission turned into a jailbreak." Superman answered. "Ali, you and the others are heading into a trap; the Lemurians are waiting for you…"

"_We kinda figured that, tausha; they're the ones holding the research team hostage, though why, we can't say._" Power Girl replied. "_Trap or not, they need help…_"

Sighing, Superman nodded. "Namor is already en route to assist you, and we won't be far behind; just be careful, and keep your eyes _open._"

"_We will, tausha._" Power Girl answered. "_Nightingale out._"

As the transmission ended, Superman turned to the others. "We'd better move, guys."

Reed nodded. "Knowing Namor, he's _already_ bitten off more than he can chew." With that, Superman activated the _Argo_'s teleporters, 'porting them all back inside, as the Speeder started to ascend, to catch up to Namor and the others.

XXXXXXXX

Aboard the bridge of the Atlantean flagship _Neptune's Fury_, the entire crew was abuzz with acitivity, in anticipation of an attack; there had been no word from King Namor since he and the Traveler had headed to Lemuria, and the Fleet was getting tense..!

Frowning, Ro'Karon turned to the comms officer. "Any word from our King?"

"None, General." came the reply.

Another officer spoke under his breath. "The Traveler probably got him…"

"That's enough!" Ro'Karon barked. "We have enough of a problem with a potential attack from the Lemurians; we don't need any superstitious _drivel_ adding to it, so I suggest you keep talk like that to _yourself!_"

"Y-Yes, sir; my apologies, sir."

Next to Ro'Karon, General Krang frowned. "But isn't that what we're _all_ thinking, High General?" he asked softly.

Ro'Karon fixed Krang with a glare. "Our _King_ made the decision to contact the Kryptonian for aid, General; it is not our place to question his ruling."

"Can we truly _afford_ to trust that creature, General?" Krang persisted. "Our King may have signed his own death warrant…"

Ro'Karon was _instantly_ in Krang's face. "Be _careful_ what you say!" he hissed softly. "Is it _truly_ concern for our King that stirs your tongue, Krang…or is it wounded _pride_ that speaks, now?"

Krang flushed angrily at the shot. "General..!"

"Oh, yes, Krang; the Kryptonian is formidable – only a _fool_ would say otherwise." Ro'Karon said. "But which enemy should we have more _reason_ to fear, I wonder; the one which has shown mercy…or the one that did _not?_"

Krang's frown grew. "General, we _cannot_ trust that creature; not as long as it holds that…that crystal _monstrosity_ over our heads!" he snapped. "_Any_ Atlantean could see that..!"

"General, we have an incoming message; it's the Princess!"

Ro'Karon instantly turned towards the main view-screen. "Put it through!"

At once, the screen showed the image of Namorita. "_General Ro'Karon._" she greeted.

"Your Highness." Ro'Karon answered. "I trust the meeting went well..?"

"_I am afraid that it did not, General; the Lemurians betrayed us, and attempted to capture Namor. We were able to rescue him, but we learned that Lemuria is mobilizing its fleet; Kal-El's vessel has recently detected their forces moving towards a human research station in the South Pole. My cousin's orders are to intercept them at this location; we are proceeding there, as we speak. We are sending you the coordinates, now._"

Ro'Karon frowned worriedly. "Comms, feed those coordinates to Navigation and plot a course!" he ordered. To Namorita, he added, "We will proceed to this location, Highness; may Neptune watch over you."

"_And you as well, General; Namorita out._" With that, the transmission ended.

Turning to Krang, Ro'Karon said, "It would seem, General, that the Lemurians are the _true_ enemy here, after all."

"Yes, High General," Krang grudgingly agreed, "for the _moment._" With that, Krang retired from the bridge, while Ro'Karon remained, to coordinate their face-off with the Lemurians, as the _Neptune's Fury_ altered course, followed by the rest of Atlantis' Fleet.

XXXXXXXX

_A few minutes earlier_

As the cloaked _Argo_ breached the surface of the water, flying towards the research station, Superman frowned as he checked the Speeder's sensors. "I'm detecting over two-dozen vessels matching Atlantean configuration heading from the South Pole towards Atlantis."

Aquaman grimaced. "The Lemurians are making their move."

"And so is Namor; I'm also tracking the Atlantean Fleet heading on an intercept course towards the Lemurians." Superman reported. "Both fleets will reach this location in a matter of minutes."

"We'd better get in, spring the research personnel, and get out." Reed said. "With any luck, we can get them out before the Lemurians arrive."

Grinning, Ben flexed his fists. "And if not, we _clobber_ 'em."

Wolverine chuckled. "Sounds like a plan to me."

Within minutes, the _Argo_ had reached the impressive station, floating on a set of four pontoons, with an American research vessel docked on its far side; quickly, the Speeder's teleporter deposited them on the deck, before it descended back into the water. His eyes flashing electric blue, Superman scanned the station. "I've located the hostages; they're not far ahead of us." he said. "We should be able to…"

"Wait." Garth piped up, his voice soft. "I've…I've _been_ here, before…"

Ron blinked. "Look, pal, unless you were in on the Lemurians' plan, you _couldn't_ have seen this place, before…"

"No, I did not know about the hostages," Garth said, "but…I _know_ I've been here; I cannot explain it, but it's _true…_" Suddenly, his eyes went wide, before he dashed into the station, in a different direction than the hostages were located.

Superman frowned. "Arty, Namorita, you two should go after him; the rest of us will free the hostages." With that, Aquaman and Namorita ran after Garth, while the rest of them headed in the other direction.

As they headed through a darkened hallway, lit only by flickering lights, Superman felt a chill as he noticed numerous patches of the station replaced by dark green computer panels, emitting a pale green glow. "Android, is this what I think it is?"

Android ran a quick scan. "_Terminals in question are consistent with Atlantean and Lemurian design, superimposed on the station's systems._"

"So these guys were using this place for something." Leviathan murmured. "But _what?_"

Wolverine snorted. "Scaly, I think that's one of those questions that you _really_ don't _want_ the answer to."

After a short walk, they came to the station's brig, where the missing research personnel, bruised and weary, but alive, were being held; effortlessly, Superman pried open their cells. "Is everyone alright?"

The lead researcher groaned. "Yes, we're fine."

"What's going on here?" Reed asked. "Why did the Lemurians kidnap you?"

"One of them – a big one – said that they could use our equipment for some kind of bio-research," the leader said, "so they made us make the necessary adjustments."

Superman felt a horrifying realization looming in his mind. "What _kind_ of bio-research?"

"We never knew." the researcher answered. "Our intial project was to study deep-sea microbial cells and attempt to culture them, but I don't see how…"

And then it hit Superman harder than _Kryptonite_: it explained Garth's resemblance to Namor, and his familiarity with this place…and judging from Reed's expression, he'd had the same thought. "My _God…_" Reed murmured.

"There's a vessel on the west side; it'll take you to safety." Superman instructed the researchers. "If you stay quiet, you should get there safely." Nodding in agreement, the researchers hurried out of their cells, making a bid for freedom.

Ron blinked. "I don't get it; what's the big deal?"

"Yeah, I'm kinda stumped on this one, too, Stretch." Ben muttered.

"There's no time to explain!" Reed exclaimed. "If we're right, Sue, Johnny, and the others are in _terrible_ danger!"

Superman nodded. "I can hear them; they're near the west side…and they're _not_ alone! Let's _move!_" Quickly, he darted further into the station, followed by the others, hoping he was in time…

XXXXXXXX

Less than an hour after Power Girl, J'onn, Havok and Sue had returned to the research ship and plotted a new course, they arrived at the large, apparently-deserted research station. "Any sign of our Lemurian friends?" Sue asked, as they all prepared to board the station.

As her eyes flashed electric blue, Power Girl scanned the station. "I don't see any Lemurians, but I do see the missing research personnel; they're in the brig on the far side."

J'onn nodded. "Flash, as soon as we're aboard, you had best get to them as quickly as you can."

"Got it." Flash agreed.

"You should also keep an eye out for whatever reason it was that the Lemurians took them, in the first place." Mary added.

Johnny gulped. "Okay, Mom, but you don't really _need_ a Ph.D to know that reason _can't_ be good." By then, the ship had docked with the station, allowing Sue, Johnny, Power Girl, J'onn, Flash, Havok, Polaris, Phantom, and Krypto to walk onto its main deck.

As they walked onto the station, Flash promptly zipped off, heading inside, while Sue began to analyze some of the damaged sections of the deck. "These burns…they were caused by weapons similar to Atlantean laser-cannons, like the kind they used in their ships…"

"Sounds like the Lemurians wanted to take this place pretty badly." Havok mused.

"Yes…and they wanted to keep it _intact._" Sue agreed. "The burn-residue shows that the explosion was caused by a blast at less than half-power."

"But…why would they do that?" Phantom asked.

"_That_, Tina, is the million-dollar question." Power Girl said. "In any case, if we're going to find the answer, we'd better get moving..!"

"_Susan!_"

Turning, they all saw Namor flying towards them, the fins on his ankles spread open like small wings, exposing the specialized organs in his feet that generated enough lift for him to fly, before he swiftly touched down on the deck, his ankle-fins promptly folding in on themselves. "Susan, are you alright?"

Susan sighed. "_Yes_, Namor, I'm fine."

Johnny coughed. "And so are _we_, thanks for asking…"

Namor frowned. "The Lemurians are on their way here; in all likelihood, they will arrive in _minutes._" he said. He took hold of Susan's arm. "We must depart at once..!"

Frowning, Susan pulled her arm free of Namor's grasp. "_None_ of us are going _anywhere_, Namor, until we find and rescue the missing research personnel." she snapped.

Namor's eyes narrowed. "Don't be foolish, Susan; do you honestly_ think_ that those surface-dwellers will be left alive..?"

"'Those surface-dwellers,' Your Majesty, are in the station's brig, waiting to be rescued." Power Girl said. "I saw them _myself._"

Namor scowled. "And I am to take you at your word that this is so?"

"Power Girl has the same kind of vision that _Superman_ does, Your Majesty; I'd listen to her if I were you." Spyke said.

J'onn nodded. "In addition, Majesty, the damage done to this station indicates that the Lemurians wished to take it in one piece; odd behaviour if they simply wished to destroy it and its inhabitants, wouldn't you say?"

Namor frowned. "Even if that _were_ so, there is no _time..!_"

"Then _stop_ wasting it and _help_ us!" Susan countered. "If you want us to clear out, then _do_ something to _help..!_"

"_Uh, guys?_" Flash's voice over the radio interrupted the growing argument. "_I think you'd better get over here; you're gonna want to see this._"

J'onn promptly answered Flash's hail. "We're on our way, Flash; switch on your locator beacon, and we'll be with you shortly."

"_Roger. Flash out._"

Seconds later, Flash's beacon popped up on their communicator screens, displaying his position within a laboratory a few meters ahead. Susan glanced to Namor. "Well?"

Namor put his hand to his head, as if developing a headache. "Merciful _Neptune_, Susan, I've seen _oysters_ less stubborn than you." he muttered. "Very well, then; if you wish, I will aid you in retrieving the surface-dwellers." With that, he headed into the station, followed by the others.

After heading inside, they followed Flash's beacon to its souce, and found him, along with Aquaman, Namorita, and another Atlantean – presumably the Lemurian emissary – in a fairly large laboratory…one which had clearly been heavily modified by Lemurian engineers, and retro-fitted to house numerous large specimen tanks…all of which had been shattered, with the glass falling _away_ from the tanks.

Something had broken _out_ of them.

Spotting Aquaman and Namorita, Namor frowned. "I had thought that you were remaining with the Kryptonian."

"Kal and the others are already here; they're busting the prisoners out." Aquaman answered. "Garth here ran off, so we had to go after him."

Garth looked stricken. "I am sorry that I did so, but I _had_ to." he answered. "I cannot explain it, but I _know_ this place, somehow…"

Multiple gulped. "W-What _happened_ here?"

Sue looked grave. "There's only _one_ way to find out." she said, before she walked towards the main computer console, and switched it on. "Okay…it looks like all the files are still mostly intact…but there have been some new entries; they date back to around the time the first research team went missing…"

"Well, what are they?" Polaris inquired.

Her eyebrows furrowing, Sue skimmed through the files…and her eyes went wide. "Oh my God…"

"What?" Johnny asked. "Sis, what's the problem?"

Sue's mouth opened and closed several times, but she made no sound. "Namor," she whispered, "several months ago…you had an encounter with Attuma, didn't you? You were injured?"

Wincing, Namor absently touched the scar on his arm. "Yes, Susan; the vile barbarian did draw an ounce of blood. What of it?" Susan said nothing; she only brought the file up on the larger view-screen…

The screen started to show one of the researchers facing a video-camera, with the two tanks in the background, surrounded by numerous research personnel guarded by Lemurian soldiers _and_ Atlantean soldiers …except _now_ the tanks were intact, filled with semi-translucent fluid…with a shadowy silhouette in each tank. "_This will be the final log entry before our…test-subjects are fully matured._" the researcher reported. "_With the blood-sample that our captor provided, we have been able to successfully integrate the sequences for the anti-freezing proteins into the test genome; there have been only two viable subjects out of ten…and fortunately, that was enough for our captor, thank God. Our captor wanted us to arrest the in-vitro maturation process of one of the subjects at adolescence; he'll emerge as a teenager, although why, I have no idea. As a result, he will have the strength and stamina of the donor DNA, albeit to a lesser extent due to his 'age,' as well as the ability to breathe underwater, and to emit sonar-pulses to communicate with marine life._"

The researcher's tone grew grave. "_The second, however, will be matured to his early twenties, which will grant him __**all**__ the abilities of the donor DNA: enhanced strength, stamina, ability to breathe underwater, lift-generating organs in his feet, and a limited bio-electrical ability, enabling him to generate a potent shock, comparable to that of an electric eel…and one __**more**__ ability has been added to the mix, at our captor's 'request'. Due to his advanced state, the second subject's DNA is less stable than his younger counterpart; his telomerase activity is considerably lower, requiring him to take regular injections of artificial telomerase. Furthermore, in-vitro MRI scans show neurological abnormalities consistent with manic-depressive schizophrenia; when he wakes up, I can only imagine what he'll be like._" The researcher looked pained. "_If anyone ever sees this, I want it on __**record**__ that we had no __**choice**__._" he whispered. "_May God have mercy on our souls._" Just then, a Lemurian guard elbowed him to get back to work, hissing angrily, as the video feed ended.

Everyone was silent at that revelation. "_Sweet merciful Neptune…_" Namorita gasped, her hands going to her mouth.

No-one's expression, however, was more shocken than Namor's; his eyes were wide, his mouth hanging open in utter _incredulity_ – Sue had never _seen_ him so shaken. Suddenly, Namor's eyes narrowed in utter _hate._

"_ATTUMA!!_"

Namor punctuated that roar of rage by smashing his fist into the nearest computer screen, channeling a surge of electricity through his arm into it, shorting it out, before he swung his fist into another computer, sending it flying across the room…and then his gaze fell on the utterly bewildered Garth, who still hadn't moved since the revelation of his origins. Snarling, Namor started to close on him…

Quickly, Power Girl darted between Garth and the furious Namor. "Out of my way, wench!!" Namor exploded.

Power Girl's eyes narrowed, as she shook her head. "We're not letting you hurt an innocent person, Namor."

Quickly, Flash moved to back her up, as did J'onn. "You heard the lady, pal." Flash said. "_Nobody's_ hurting _anyone._"

"You _dare_ defend this…this _abomination?!_" Namor shouted in incredulous anger. "Stand aside or I shall..!"

"_Namor,_" Sue said gently, "he's not an abomination; he's a sentient being, created from a piece of _you…_"

"A _piece_ of me?!" Namor cried. "Susan, that _thing_ _IS_ me!!"

"Your Majesty," Power Girl said, "we _understand_ how angry you are; you have _every_ right to _be_ angry at what was done to you…but _no_ right to take it out on Garth. He didn't ask for this any more than _you_ did; in a way, Namor…he's practically your _son_, and he _needs_ you, now more than ever."

_That_ statement made Namor stop in his tracks, as Garth, looking completely and utterly _lost_, turned towards him. "I'm…not…_real..?_" he whispered.

Namor's rage instantly _evaporated_, as he fully understood what Attuma had done, both to him _and_ the boy; Garth's entire _life_ had been a _joke_ at his own expense.

"You want someone to fry, Fishy?" Johnny asked, his voice unusually cold. "Try starting with _Attuma._"

Namor's eyes narrowed. "_Gladly._"

"_Susan! We have incoming!_" Mary's voice came in over the radio. "_We're tracking numerous Lemurian vessels closing on our position fast! We have to..!_" but she was cut off, as the line went dead.

"Perhaps a strategic withdrawal would be prudent." J'onn suggested calmly.

"In other words," Aquaman said, "it's time for us to _go._" With that, they all turned, and hurried out of the lab, towards the main deck…

…where they met about a dozen Lemurian soldiers, as well as another dozen of Atlanteans loyal to Attuma, all wearing rebreathers.

As the Atlantean and Lemurian forces surrounded them, Namor's eyes narrowed in utter _fury_ as he saw Attuma, wearing a rebreather, and the green-black robed Lemurian King step into view. "You have gone _too_ far, this time, barbarian!!" he roared. "First you come after my throne, and _now_ you claw at my very _soul?!_ You will _pay_ for this!!"

Attuma laughed coldly. "So, you know the truth, do you?" he mocked. "Well, it will matter little, now. Yes, Namor, we created the little whelp specifically to _lure_ you to Lemuria; after our last encounter, my forces and I stumbled onto Lemuria, in a state of chaos, until _I_ stepped in and restored order. With their help, it was _easy_ to overpower the surface-dwellers and their facility, and with the sample you so generously supplied, we created the whelp, and filled his head with enough idealistic nonsense that he was practically foaming at the _mouth_ to go find you!" His expression twisted in an evil smile. "And now _both_ of our fleets are on the way, _just_ in time to see you open the way for my conquest of Atlantis."

Aquaman's eyes narrowed. "Attuma, this cold water _must_ have frozen your _brain_ if you think that _any_ of us are going to let you just swim into Atlantis."

Attuma chuckled coldly. "My good Prince…are you not curious as to the nature of Namor's _second_ clone?" At that, the robed Lemurian King chuckled, before he undid his robe, allowing it to slide off of him…

…and there, standing before them, clad only in a pair of dark green, scaly, armoured shorts, with golden armlets encircling his wrists, was a 20-something-year-old version of _Namor_, his dark hair a bit longer, and his expression twisted in a cruel smirk.

"_Well,_" the clone sneered, "isn't _this_ a pleasant little family reunion?" He gestured to Namor, "My dear father," he looked to Aquaman and Namorita, "my beloved cousins," he glanced to Garth, before finishing, "and my poor, foolish little brother." The clone sighed. "What a shame that you all must die."

Attuma laughed. "Do you see, now, Namor?" he said. "Once you are gone, your counterpart will take your place, and conquer and subdue the Lemurian aggressors, in retaliation for the deaths of his cousins, before returning to Atlantis, victorious, where he will rule as my _puppet._" His expression turned dark. "And with the combined power of _both_ fleets, I will travel to the North Pole and _seize_ the flying filth's outpost for _myself!_"

The clone chuckled. "A perfect, bloodless coup, eh, father?" he mocked, before frowning. "However," he added, placing a friendly hand on Attuma's shoulder, "I am afraid that there is but _one_ flaw in my Lord Attuma's plan."

_CRACKLE-ZAP!!_

The electrical discharge surged through the clone's hand and into Attuma, sending him flying, as the Lemurians quickly surrounded Attuma's forces. "I am _no-one's_ puppet." the clone finished.

Snarling, Attuma struggled to his feet. "You _miserable __**whelp!!**_"

The clone just laughed. "You made a critical error, barbarian; you created your _superior._" he sneered. "Did you _really_ expect me to heed one such as _you?_ Come, surely not."

Turning to the others, he smirked coldly. "And as for the _rest_ of you, with the exception of my relatives, most of you may return to your homes."

Sue frowned. "You can't expect our country to just stand idly by while you..!"

"Your country will do _NOTHING!_" the clone roared. "If your pathetic United States _dare_ to interfere, then _this_ will be its fate!!"

And with that, he turned towards the icy sea, and began to concentrate, raising his hands…and the water _rose_, growing into a massive tidal swell, _easily_ capable of sinking the station and everything within 500 nautical miles.

"He's a _hydrokinetic…_" J'onn murmured.

"Merciful _Neptune…_" Namorita whispered.

"_Indeed_." the clone said, as he lowered his arms, causing the wave to slowly subside. "_That_ is the fate that your pathetic country will suffer, should you cross me." he sneered. "I have a name, surface-dwellers; one that your kind will learn to _fear_: I am _Noram_, Master of the Seven Seas. Tell your leaders to remember that name." He then looked to Namor. "Are you not pleased, Father? Are you not _proud_ that it was _your_ blood that gave rise to one such as I?"

Namor glared at him. "_Nothing_ about you gives me pride, _abomination._"

Noram frowned. "Why, Father, I'm _hurt_." he protested. "Are you not _tired_ of the barbarian Attuma? Are you not _tired_ of the surface-dwellers' endless intrusions on _our_ realm?" He sighed. "And to think, I had such high hopes…I'm sorry, Father, but I'm afraid that I'm going to have to kill you."

"Over _our_ dead bodies, Fish-face." Spyke snapped.

Noram frowned. "A _most_ unwise decision, air-breather." he snapped. "I have _no_ time to waste with the likes of you; _begone_ from my ocean…" he smiled with wicked glee, "…except _you_, my golden-haired beauty."

Namor's eyes narrowed. "You will leave Susan be, creature..!"

"_Her?!_" Noram exclaimed, his expression turning disgusted. "You think that I would _actually_ desire to consort with a _human_ wench, whose sole unique talent is vanishing from sight?" His expression turned sardonic. "_Really_, Father; we can _both_ do _so_ much better." Noram's gaze then fell upon Power Girl. "I was _referring_ to _this_ lovely creature."

Power Girl's eyes narrowed, as she crossed her arms. "You have _got_ to be joking."

"Don't play coy with me, lovely one; I _know_ that, _somehow_, you share the same abilities as the flying creature, the one you call 'Superman'." Noram said, smiling slyly. "I _know_ that you know his secrets, and those of his outpost. You will _share_ them with me, and I will make you my _Queen._"

Power Girl's eyes started to glow out of _anger._ "_Three_ words, sea-psycho: the first word is '_Go_,' and the _third_ word is '_Yourself._'"

Flash laughed at that. "_Nice_ one!"

Polaris giggled. "You _go_, PG!"

Noram's eyes narrowed in utter fury. "When I give an order, I expect _immediate_ obedience!!"

Sue scoffed. "Well, Namor, it sounds like your clone knows about as much about women as _you_ do."

Noram's expression only _grew_ in rage, as he started to advance towards them, Power Girl in particular. "You _will_ obey me," he roared, "or I will..!"

But his voice was drowned out by the sound of a sonic boom, before a blue-and-crimson blur darted between him and Power Girl, as fierce sky-blue eyes glared at startled sea-green ones, while the Atlantean and Lemurian soldiers slowly drew back in fear.

"_Taushi,_" Superman asked, his arms crossed as he glared at Noram, "was this _sea-urchin_ bothering all of you?"

Power Girl shrugged. "A little." she said. "Nothing we couldn't handle."

Havok, however, let out a sigh. "_Excellent_ timing, Big Blue!"

Noram quickly recomposed himself. "So, _you_ are the creature known as 'Superman'?" he sneered. "I am _severely_ unimpressed."

"Sorry to hear that." Superman replied flatly. "In spite of the _great_ insult you have dealt to my friends, I, for one, am willing to resume the peace-talks you had initiated, provided King Namor and his family is willing, as well."

"I am willing, Kal-El," Namor said, "but I _strongly_ doubt that my Lemurian counterpart feels the same."

Noram laughed coldly. "You _still_ think of peace, do you, coward?" he sneered. "Then _these_ are my terms: Namor, his family, and the lovely one will surrender, and _you_ will surrender the crystal outpost upon the North Pole. _Immediately._"

Slowly, he raised his arms, lifting two huge masses of water out of the ocean, where they hovered above his fists. "Fail to do so, and I will _drown_ your outpost, along with as many surface-dwellers as I see fit…starting with _these._"

At Noram's words, another dozen Lemurians dragged the missing research-teams into view. "We found these pathetic menials trying to flee to the ship you arrived on; yet _another_ trespass upon my territory." Noram spat. "_Well_, filth?"

Superman's expression was one of carefully-controlled _anger._ Glancing to J'onn, he thought up a plan and sent it to him, where his Martian comrade quickly sent it to everyone else. "It's 'Noram,' isn't it?" he asked. "Well, King Noram, I have a _counter_-ultimatum for you: you let these people go, turn around and head back to Lemuria…and we won't _make_ you leave."

"You are in _no_ position to threaten, filth." Noram sneered. "You are outnumbered, I have hostages, my Fleet is en route, and you face an opponent with the might of _Neptune._ Your cause is _hopeless._"

Superman chuckled coldly. "Yeah, that sounds about right." he said. "Prince Arthur?"

Aquaman grinned. "That's just 'business as usual' for us."

Noram's eyes narrowed. "So _be_ it." he snarled. With that, he raised his hands, saying, "Let _this_ be a reminder to those who oppose me!!" before he brought them down; the twin orbs of water swept towards Superman, slamming into his with crushing force, sealing him in a sphere of water. "Not so mighty without _air_, are you?" Noram sneered.

Within the sphere, Superman just smiled wryly, before he closed his eyes, sending the signal to J'onn…before he exhaled _deeply_ into the water.

Almost instantly, the entire sphere of water _froze_ into a solid mass, taking Noram by surprise. "What in the seas..?!"

Just then, the sphere practically _exploded_ as Superman effortlessly broke free…seconds before the station wall behind the captured researchers simply _burst_, as the Thing – guided by the Martian Manhunter's telepathic cues – charged through it, tackling into six of the Lemurians guarding the researchers, knocking them into the water. As the other six turned towards Ben, the elastic arms of Mr. Fantastic and the metal tendrils of Android both shot out of the hole Ben had made, quickly disarming them, while Wolverine and Leviathan darted out; snarling, Wolverine slashed the rebreather of one Lemurian with his claws, sending him running for the water, before whirling into a back-kick, sending a second flying back towards his element. Before a third Lemurian could pounce at him, Leviathan slammed him with a haymaker, and then grabbed him and tossed him into three more, knocking them out.

Seeing the expression on Noram's face, Power Girl laughed. "_What_ were you saying just then, fish-face? I think it was something _funny!_"

Noram's face twisted in rage as he glared at Superman. "You _DARE defy me?!_" he exploded, before he charged at Superman, swinging his fist at him…but Superman met his charge easily, hardly moving even an _inch._

"I'm afraid that there's quite a _lot_ we'll dare 'Your Majesty'." Superman shot back, gripping Noram's fist easily, not even breaking a _sweat._ "Just ask your father." Snarling, Noram swung at him with his free fist…but he was too slow.

_WHAM!!_

Superman's punch echoed like a _thunderclap_, as his fist drove into the clone's stomach, before he went flying away from the station, rocketing across the water, trying to regain control, but to no avail, as he skimmed across the water several times like a thrown rock, before crashing into the water, sinking below the surface.

As the Lemurians could only watch their King take the hit in utter shock, Attuma saw his chance: he grabbed a spear-gun from one of his captors, and took aim at Namor. "So passes Namor of Atlantis!" And with that, he fired, as his soldiers quickly attacked their captors.

Spotting the spear in mid-flight, Power Girl quickly looked to Krypto. "Krypto, _fetch!!_" At once, the Superdog flew towards the spear, grabbing it in mid-air, tossing it aside before Namor even _saw_ it.

Frowning, Namor looked to Superman. "Get those people _out_ of here!" he shouted. "Attuma is _mine!_" With that, he charged towards Attuma.

Looking to his comrades, Superman quickly formulated a plan. "Power Girl, Sue, keep those researchers covered! Havok, Polaris, Android, Phantom, back them up!" he called out. "Everyone _else_, keep these guys off Namor's back!"

The Thing grinned his toothy grin, as he cracked his rocky knuckles. "Music to my _ears_, Boy Scout!"

As the now-terrified researchers made a beeline for the ship that would take them home, three Lemurians took aim at them with their spear-guns, and opened fire…but their spears impacted harmlessly against the combined barrier of Power Girl and the Invisible Woman. Before the three of them could react, Phantom dropped her cloak of invisibility, reappearing behind them, where she phased the floor underneath them _just_ enough to trap their feet, making them easy targets for Havok's force-blasts, sending them flying into the water.

The researchers were _just_ about to reach the ship when two more Lemurians moved to intercept them, causing the researchers to cringe in fear…until the liquid-metal form of Android flowed between the Lemurians and their prey, before assuming battle-mode, causing the _Lemurians_ to back up in terror, as Android armed his force-cannons, sending them flying with two concussive blasts. As the Lemurians started to get up, they were suddenly lifted into the air by the metal components of their body-armour; concentrating hard on her magnetic field, Polaris narrowed her eyes and _flung_ the two sea-dwellers off the station, while the researchers scurried onto the boat.

As Namor charged towards Attuma, two of his flunkies moved to intercept him, but were lifted right off their feet by an invisible force, as J'onn telekinetically grabbed them and _threw_ them into another two of Attuma's goons. The Atlantean barbarians tried to get up, but they were pinned down by a barrage of bone-spears from Spyke, and then swarmed by a small army of Multiples, who quickly yanked their rebreathers off, sending them running for the water.

Spotting a Lemurian closing on her cousin, Namorita _flew_ at him, and sent him sprawling with a tackle; before she could react, a rogue Atlantean came at her from behind…but was knocked senseless as Leviathan grabbed him and _slammed_ him with an uppercut. Smiling at him, Namorita then quickly flipped over him, kicking away the Lemurian that had been closing on him. Leviathan chuckled. "I guess we're even."

Namorita graced him with her luminous smile. "I wasn't aware we were keeping track."

Rolling himself into a loop, Mr. Fantastic rolled towards three Lemurians, knocking them over like bowling pins; as they started to get up, Wolverine shredded their rebreathers with his claws, sending them fleeing back to the ocean. As two rogue Atlanteans charged at Reed, they were promptly intercepted by Garth, whose shock at his origins had since turned to _anger_; with a precision move, Garth slammed into one barbarian with a flip-tackle, grabbing his spear-gun and landing with his feet on the rogue's chest as they hit the ground. Taking aim, Garth then fired on the second with the weapon, knocking away the second's spear-gun, before he leapt at the rogue with a flip-kick, sending him flying. As the two started to recover, they were sent flying yet again by a crimson blur, as the Flash slammed one with a kick, before darting towards the other and decking him with a haymaker. Skidding to a stop, Flash grinned. "Good to see you're on _our_ side!"

Garth smiled wryly. "As soon as we find my dear 'brother,' I fully intend to give in my notice."

"Good to hear."

As the remnants of Attuma and Noram's forces started to back away, Superman looked to Johnny. "What say we give these guys a _real_ hot-foot?"

Johnny grinned. "Cool by me!" he exclaimed, generating a flame-orb in his hand, before lobbing it at their foes, just as Superman unleashed a burst of gale-breath; the gale-force winds instantly caused the flame to diffuse and spread out, pummeling them with flaming winds.

As the Lemurians and Atlanteans scrambled to put the fires out, Superman turned to Aquaman and the Thing. "Guys, fastball special!"

Ben laughed. "You _got_ it, Supes!" With that, he lifted Aquaman up by his belt, spun him around, and _launched_ him at their opponents, sending over half of them sprawling.

As the remaining half tried to regroup, Aquaman put his fingers to his mouth and let out a whistle. "Krypto, _sic 'em!!_"

Snarling in feral rage, Krypto darted towards the remaining Atlanteans and Lemurians at lightning speed, sending two flying with a headbutt, before ripping off the rebreathers of another two and then tossing them away to bite one in the leg and _throw_ him into three more, sending all four sprawling; within _seconds_, Attuma and Noram's forces were in full retreat…save for Attuma himself.

As he closed with Attuma, Namor ducked under the barbarian's punch, and countered with an uppercut, followed by a side-kick, slamming Attuma into the station wall. Namor started to press his advantage, but Attuma retaliated with a savage headbutt, driving Namor back, before reaching for a stray spear-gun; seeing what his adversary was doing, Namor _flew_ at him, full-speed, and tackled into him, knocking him flat on his back. Before Attuma could recover, Namor closed on him, and grabbed him by the throat, lifting him up, as he pulled his fist back for the final blow.

Attuma just sneered. "Go on, Namor," he mocked, "finish me if you have the _courage._"

Namor just looked at him with disgust. "_Nothing_ would make me happier than to rid the _seas_ of you, Attuma," he spat, "but I am no murdering barbarian; as great as your offences against _me_ are, your transgressions against _Atlantis_ are greater _still_ – it will be Atlantis' _justice_ that you shall face." His expression turned firm. "Attuma, barbarian warlord, in the name of the kingdom of Atlantis and her people, you are under _arrest..!_"

"Not _today,_ fool!" Attuma brayed. "I _still_ hold the trump card!" With that, he took out a communicator, and tapped a single button…

…and at that signal, three Lemurian warships rose out of the water, bearing down on the station, before they opened fire.

As explosions rocked the station, Attuma broke free from Namor. "You didn't think I wouldn't come without _insurance_, did you?" he laughed. "Only a _fool_ would have trusted _your_ clone, Namor!" Moving towards the edge, he smirked. "Until we meet again, _fool._" With that, he leapt into the water.

Snarling, Namor rushed after Attuma, ready to chase him down, but Superman quickly darted in front of him. "Your Majesty, there is no time! We need to pull back to the ship!"

"Move _aside_, boy!!" Namor roared. "He _will_ not get away! _Not again!!_"

Superman didn't flinch. "Namor, I think that Atlantis needs her King _more_ than you need to catch Attuma."

That bit of logic stopped Namor's fury; grimacing in anger, he slowly nodded. "Withdraw to the human vessel." he agreed. The others needed no more instruction than that, as they quickly hurried back to the research vessel.

Seconds after everyone was on deck, the ship started to move away from the station, heading for the open sea…but Attuma's vessels weren't giving up, as they began to open fire on the fleeing ship. As a laser-blast seared through the water _meters_ from their starboard side, Mary Storm looked stricken. "This ship is _not_ equipped for combat, let alone combat against _this_ kind of firepower..!"

"Maybe not," Superman agreed, "but we _do_ have a ship that _is._" With that, he took out his communicator. "_Argo:_ ascend to sea level and head to these coordinates; arm Interceptors One through Ten, maximum field-strength, Defence Program _Or'Noth._"

Almost instantly, the _Argo_ shot out of the water, dropping its cloaking field and extending its engine-pods, before flying towards the ship, hovering over the deck, as ten Interceptor Drones shot out of its weapon-pods, encircling the research ship, before powering up, extending brilliant blue-white energy fields and surrounding the ship in a circular barrier…_seconds_ before a laser-blast struck the field, spanging against it harmlessly.

Mary was utterly _dumbfounded_ as she gazed upon the Speeder. "_Incredible…_"

"The Interceptors should be able to handle anything Attuma's ships throw at us." Superman said.

"Sounds like we're in the clear…" Flash began…but his voice trailed off as a massive rumbling shook the ship from underneath…before an utterly _enraged_ Noram rose out of the water, standing upon a _massive_ tidal wave.

"Uh…okay, scratch that." Flash amended.

Superman's eyes narrowed. "Namor, I think it's high time we taught your kid some _manners._"

"I couldn't agree _more._" Namor replied. "Storm, will you assist?"

Johnny grinned, before he assumed his fiery state. "No problem!"

Superman looked to the Martian Manhunter. "J'onn?"

J'onn looked a bit queasy at the relative proximity to the Human Torch, but he nodded. "I will assist."

"We'll handle things here." Reed said.

Power Girl nodded. "You guys go _kick_ that pompous puffer's _butt._"

Superman chuckled. "That's the plan, _taushi._" With that, he, Namor, J'onn and the Torch took to the air.

As he saw them approaching, Noram's eyes narrowed balefully. "How _DARE_ you strike me?!" he exploded, before he gestured towards the ship…sending the tidal wave crashing down towards it..!

His eyes narrowing, Superman unleashed a wide-field, 30 percent-powered eye-ray at the wave; instantly, a huge beam of red, nova-hot energy lanced from his eyes, utterly _evaporating_ the wave, turning it to steam. As the steam quickly began to condense, Superman readied himself…seconds before the enraged Noram shot out of the haze towards him; holding his ground, Superman met his charge head-on…and grimaced as the laughing Noram unleashed his electric charge. "You were a _fool_ to challenge me, filth!!" he sneered. "The seas are _my_ domain; _I _am master here…_ARRRGGH!!_"

Noram's tirade was cut off as Superman fired a surgically-precise eye-ray, grazing his right shoulder and forcing him to back off. Holding his partially-charred shoulder, Noram snarled in fury, and flew at Superman again…but he was yanked to the side by an unseen force, as the Martian Manhunter telekinetically reeled him in for an attack. Turning towards the Martian, Noram prepared to counter-strike, but J'onn quickly phased himself, before dropping altitude quickly; Noram passed right _through_ him…and into the Torch's fire-blast.

As Noram tried to recover, Namor flew at him, slamming him with a haymaker; Noram stumbled back, but recovered quickly, blocking his sire's follow-up punch, and countering with a hard jab to his shoulder, nearly _dislocating_ it. "You _know_, Father, I don't think we'd have been very happy as a family." Noram sneered, before pushing Namor into J'onn's path, and then summoning another orb of water, before throwing it at the Torch, dousing Johnny completely and sending him falling towards the sea below.

Quickly, J'onn telekinetically grabbed Johnny before he hit the water, giving Noram the chance he needed; summoning another water-orb, he cast it at the Manhunter…but Superman darted ahead of it, unleashing a burst of frost-breath and freezing it solid, sending it falling towards the sea below. Snarling, Noram flew at Superman, ready to attack again…but he was forced to break off his attack, as Attuma's vessels, having since spotted them, broke off their attack on the research ship, and began firing on _them._ As a full salvo of missiles lanced towards them, Superman deeply inhaled, and unleashed a wide-field blast of freezing breath, instantly turning the missiles into icicles, sending them falling towards the water. Turning back, Superman saw Noram flying towards the research ship, and flew after him.

As Noram started to descend, Havok opened fire with his force-blasts, but the Atlantean clone evaded the shots, and grabbed a length of metal pipe on deck as he touched down, before throwing it at Havok; her eyes widened in _horror_, Polaris gestured at the piping, repulsing it away from Alex and sending it crashing to the side. Noram then flew at them…but was subsequently dog-piled by more than fifty Multiples; the numerous copies of Jamie managed to pin Noram to the deck…but with a roar of rage, the Lemurian ruler broke free, knocking the Multiples away.

Turning, Noram's face met Aquaman's fist, sending the clone flying, as Arthur gave Namorita an 'alley-oop,' letting her use him as a stepping-stone; with the extra air her cousin had given her, Namorita slammed the airborne Noram with a side-kick to the face, sending him falling back to the deck…and into the range of Leviathan's haymaker, as he was knocked towards Flash, who pummeled him with a lightning-fast barrage of punches. Noram was once more sent sprawling, but he quickly recovered, before summoning torrent-blasts of water from the sea, and casting them at his four opponents, sending them flying.

As Wolverine charged at Noram, Spyke lay down covering fire, peppering Noram with rapid-fire barrages of bone-blades, forcing the clone onto the defensive as Wolverine charged at him, lashing out with his claws. Noram ducked under Wolverine's initial slash, and countered with an uppercut, and then grabbed him by the throat, starting to squeeze his windpipe shut…but Wolverine's arm shot out and bent Noram's elbow, bending his arm enough for him to _headbutt_ the clone, stunning him…and giving Krypto enough time to dart over and _bite_ the clone on the arm.

Howling in pain, Noram dropped Wolverine, and knocked the Superdog away…before he was sent flying by a concussive bolt from Android's force-pulse cannons. Snarling, Noram flew at Android, and sent him flying with a punch, causing him to land hard, and deactivate his battle-mode, his reserves starting to deplete…

Before Noram could close on Android and finish him, Mr. Fantastic rolled himself into a ball, as the Thing lined up a shot, and _booted_ him towards Noram; Reed rocketed towards the clone at breakneck speed, slamming into him and sending him sprawling. As Reed ricocheted away, Sue formed a force field ahead of him, angling it _just_ so to send him bouncing back towards Noram and slam him again, before he hit _another_ force-field, sending him back to Ben, who gave him _another_ kick…

…but by then, Noram had caught on; grabbing Reed as he came at him, the clone _threw_ him towards the Thing with incredible force, sending them both sprawling. As Sue pelted him with force-field blasts, Noram summoned another water-blast, and launched it at her; Sue quickly raised a barrier, repelling it, and then concentrating her field into a sphere, and sent it at the clone, knocking him back. Noram tried to get to his feet, but was sent flying by a hard-light blast from Power Girl. Snarling, Noram started to close on her…but suddenly found himself sinking into the floor, until he was chest-deep in the deck, as Phantom phased the floor he was walking on, immobilizing him…

…but this didn't stop the crazed clone for long; with a roar of sheer _fury_, he burst free. "Impudent _wench!!_" he exploded, as he began to generate a deadly bio-electric surge, channeling it through the metal floor towards her, where it would reach her in _milliseconds_…

…which, at the near-instantaneous speeds of Android's nano-processors, was an _eternity_; as he watched the surge building within Noram, his processors quickly calculated a potential _alternate_ path that the surge could take to ground itself, fueled by the grim realization that his teammate was going to be hurt, or _worse…_

…and _just_ as Noram released his surge, Android extended his metallic arms, stretching one down towards the water, and the other towards the surge, touching the deck between Tina and the electric blast.

_FZZZZZZTTT!!_

The surge conducted up Android's arm, passing through him and out into the water, away from Tina; Mark's eyes lit up, sparking like a fireworks display…before the surge passed, and he collapsed to the floor, going semi-solid, as his systems went offline.

"_MARK!!_" Phantom cried, rushing to her fallen comrade's side.

Noram just sneered. "A defective machine; nothing more." Her eyes narrowing in _fury_, Power Girl flew at the clone, slamming him with a haymaker and knocking him back. As Power Girl closed on him, she followed with a lightning-fast left jab, but Noram blocked it, and then grabbed her by the throat Power Girl tried to break his grip, but she couldn't get a good hold. "_Now_, then, lovely one," he said, "I believe the time has come for us to _discuss_ our…_URK!!_"

Noram choked out the end of his sentence as he doubled over…from Power Girl's knee driving itself into his groin. "I already _have_ _**one**_ psycho stalking me." she hissed. "I _don't_ want _another!!_" And she punctuated the sentence by generating a hard-light shield in front of her face, and _smashing_ her forehead into Noram's face, driving him back, as she dropped to the floor, trying to catch her breath.

As blood leaked from Noram's nose, the Atlantean clone snarled in fury. "Whether as consort or as slave, wench, you _WILL_ deliver that stronghold to me..!!"

But he was cut off as an enraged Garth tackled into him, knocking him away. "I _believed_ in you." Garth snapped, as he slammed Noram with an uppercut. "I _believed_ what you told me; that there could be _peace_ between Lemuria and Atlantis! I _believed_ you, and you _lied_ to me!!"

Garth finished his sentence with a back-fist strike, which he rolled into a back-kick, but Noram leaned to the side, catching his foot, where he drove his elbow into Garth's knee, causing Garth to cry out in pain, as Noram brutally kicked him away. "Then you are an even _greater_ fool than even _I_ believed, 'little brother'." he sneered. Turning back towards the recovering Power Girl, he smirked as he started to walk towards her. "Now, then, pretty one," he chuckled cruelly, "where _were_ we..?"

He hadn't even taken two steps when a sonic boom echoed through the air, before a _very_ irate-looking Superman darted in front of him, his eyes narrowed in righteous _fury._

"I _tried_ to be nice."

_**CRACK!!**_

Superman's uppercut _shook_ the air as his fist slammed into Noram's jaw in a _fraction_ of a second, knocking the clone over 300 feet into the air…but before Noram could even _think_ of recovering, Superman had flown ahead of him, and slammed him with a punch, before darting ahead of him _again_, and sending him flying in the _other_ direction; Superman was a crimson blur as he darted to and from Noram, pummeling the clone with a seemingly-endless barrage, before he finished with an uppercut, and then flew ahead of him to _slam_ him with an axe-handle strike, sending Noram crashing into the water with an enormous splash.

As he touched down on the deck, Superman extended a hand to Power Girl, helping her up. "You okay, _taushi?_"

Lightly smiling, Power Girl nodded. "Yeah, I'm okay." She glanced towards the water. "Hopefully, that sea-psycho's gotten the _message._"

"I strongly _doubt_ it."

Turning, Superman saw Namor, J'onn, and the soggy Torch touch down on the deck. "Noram undoubtedly feels as if he has been insulted." Namor said. "He will not yield until the supposed insult is rectified."

Wolverine snorted. "Oh, yeah; he's _your_ kid, alright."

Namor fixed Wolverine with an exasperated glare, before turning back to Superman. "Regardless, our current tactics will not be sufficient to subdue him before his fleet arrives."

"Sheesh, Fishy, didn't you say you were bringin' the cavalry?" Ben grumbled.

"Atlantis' Fleet _will_ arrive shortly," Namor confirmed, "but that will not guarantee a solution; their ships are an even _match_ for ours."

Aquaman frowned. "In other words, we're going to be sitting in the middle of a _war-zone._"

"Sounds like the only way we're getting out of here is if Noram calls his dogs off." Havok thought aloud.

Spyke snorted. "Good luck with _that._"

J'onn nodded. "It is unlikely that he will listen to reason."

Superman frowned. "Then it sounds like we're going to have to do this the old-fashioned way." he said. "Namor, your Fleet should at least be fairly close; I think I can handle the 'negotiations' while you inform them of our situation." Turning to Power Girl, he added, "_Taushi_, you'd better link your belt-computer to Mark; he likely needs some help booting back up." To the others, he finished, "The rest of you should keep an eye on Attuma's ships; the _Argo_'s Interceptors should be able to handle their shots, but if they try anything funny, it'll be up to you to deal with them. Good luck." With that, he turned to go…

"Wait."

Namor's voice bade Superman to stop. "Our tactics were ineffective because we did not account for Noram's proximity to water." Namor continued. "Like my cousins and I, Noram _can_ survive in this gaseous environment, but continued exposure gradually causes his abilities to weaken, until they are renewed by contact with water."

His tone turned severe. "_However_, unlike us, Noram has not yet developed a significant tolerance to the atmosphere; after numerous ventures to the surface, my cousins and I have grown to tolerate the air for increasingly longer periods of time; Noram has not." he continued. "And I believe it to be a well-educated guess to say that he is undoubtedly reaching the end of his limited endurance; why else would he be remaining underwater for a relatively long time?" His smile turned wry. "I believe you understand me."

Slowly, Superman smiled back. "That I do, Your Majesty; that I do." With that, he took to the sky.

No sooner had he gone airborne than Noram shot up out of the water, his expression twisted in rage. "_You_, filth, are becoming an _annoyance!!_"

Superman chuckled wryly, folding his arms. "I do what I can." Snarling, Noram answered him with a gesture, summoning a massive tidal wave, and sending it crashing down towards him and the research ship; reacting instantly, Superman inhaled, and then unleashed a burst of frost-breath, freezing the wave _solid_ and forming the largest iceberg _anyone_ had ever seen.

Noram was momentarily shocked into inaction…seconds before Superman burst through the ice, flying towards him at deafening speed, to slam him with a punch; Noram went sailing through the air, before Superman flew ahead of him, as he slammed Noram with an axe-handle strike, sending him falling towards the sea. As he closed on the water, Noram smirked, as he prepared to dive back into his element…

…and stopped, _meters_ before he could touch the surface.

Noram blinked in incredulity, as he tried to fly towards the water…and got nowhere. He reached towards the water, his motions becoming slightly panicked the more he tried…and likewise, got no result. Finally, he looked up…and found Superman hovering above him, casually grasping him by the ankle, preventing him from going any further. "Sorry, 'Your Majesty,' but the bar's _closed_; you're _cut off._"

And he punctuated the sentence by tossing Noram into the air; free again, Noram summoned the water…and only formed an orb the size of a basketball, which Superman easily shrugged off as it was sent at him.

Namor had spoken true; Noram was weakening.

His eyes widening, Noram tried to dive for the water, but Superman intercepted him with an uppercut, knocking him _higher_ into the air. Noram made for the sea again…and was intercepted again, as Superman knocked him even _higher._ Roaring in desperation, Noram made for the water with all his might…and was easily intercepted by a Kryptonian fist, which knocked him all the way into the outer edges of the stratosphere.

Reaching the end of his flight, Noram steadied himself, hovering high above the waters, at heights he had never _dared_ to ascend…before he started to cough and gasp, starting to choke on the thin air, which not even _Atlantean_ lungs could breathe.

"It's nice up here, isn't it?"

Noram _glared_ at Superman as he casually floated up to hover in front of him. "I usually like to stop up here, to think, and enjoy the view." Superman idly commented. "I find it peaceful, don't you think?"

Noram started to speak…but his retort quickly turned into a hacking cough, as he started to involuntarily shiver; not even the frigid waters of the South Pole were as cold as this height was – his wing-fins were starting to stiffen with frost. He _needed_ to drop altitude, and get back in the water…but he _knew_ that the Kryptonian would intercept him in seconds…

Superman's eyes widened. "Oh, you don't like it up here?" he asked. "Why didn't you say so? We can head back, any time." His eyes narrowed. "All you have to do is call off your attacks on Atlantis."

Noram snarled in fury. "You _dare_ make demands of me?!" he spat…before coughing, again. "I am the _Master_ of the Seven Seas!!" With that, he gestured, trying to pull water from the clouds below…and got nothing. Roaring in frustrated rage, Noram charged at Superman, swinging his fist…

Hardly even moving, Superman caught his fist, as if he were no more than a spoiled child. "Even if that _were_ true, Noram, you're not _in_ the sea, right now; you're in the _sky._" His expression turned stern. "And _that_ puts you on _my_ turf."

With that, he calmly _flicked_ Noram away, sending the clone tumbling across the sky, until Noram righted himself, ready to attack, again…until he suddenly started to dip in altitude. Looking down, he saw that his fins were completely icy, and his feet were growing numb.

He couldn't fly for much longer…and a fall from _this_ height would _kill_ him…

"Tired, Noram?" Superman asked casually, before he looked down. "Wow, it _is_ a long way down, isn't it? And I _like_ heights!" He sighed. "Somehow, I don't think you want water _that_ much…but, it's _your_ call."

Noram's altitude dipped again; he had less than a minute left…

Noram gritted his teeth. "_Mercy._" he whispered…and then he dipped again. "_Mercy_, Kryptonian!! I beg _mercy!!_" Just then, his flight _completely_ gave out…

…but before he started to fall, Superman caught him by the arm. "That's all I needed to hear." he said, before he rapidly descended, heading back to the ship.

As he touched down, Superman saw that Attuma's ships had since broken off, having given up; he promptly released Noram, who dropped to his knees, gasping in great gulps of air, still as weak as a baby. "Everything okay?" Superman asked.

As she took her belt-computer away from Android's forehead, Power Girl smiled as their metallic friend re-formed himself, his systems booting back up. "We're fine, Kal." she replied.

"_Mark!!_" Phantom exclaimed, hugging him. "Are you okay?!"

Android blinked. "_Speech subroutines…65 percent and rising…combat…offline…locomotive subroutines…booting…_" he stammered, before he looked to Phantom. "_You…undamaged…Tina?_"

Phantom smiled, and hugged him tighter. "Yes, Mark, I'm fine." she whispered.

Flash grinned. "Well, all's well that ends well, eh, Big Blue?"

"_Nothing_ has ended."

At that, everyone turned to the gasping Noram. "You aren't in much of a position to make threats, abomination." Namor spat.

Noram grinned cruelly. "Oh no, Father?" he asked archly. "Have you forgotten _already?_"

At that, far in the distance, to the south, numerous Lemurian warships began to rise out of the water, heading towards them.

The Lemurian Fleet.

Noram chuckled darkly. "My terms of surrender still stand."

"Un-be-freaking-_lievable._" Johnny muttered. "You should've _left_ him up there, Supes."

Superman chuckled. "Something tells me that _Noram_ is going to be wishing that I _did._" he quipped. "Namor?"

Namor just chuckled…before gesturing to the north…where the vessels of the Atlantean Fleet were fast approaching.

"Huh," Spyke muttered, "looks like we've got ourselves a _standoff._"

Noram blinked, before he smirked. "Well, then, Father, I suppose we're about to see _which_ of us is the better commander; our forces are evenly matched, after all…"

"I disagree, _boy._" Namor countered. "I believe that _we_ have an advantage that you sorely lack." He then looked to Superman, and imperceptably nodded.

Taking out his belt-computer, Superman spoke into it. "_Argo_: arm Trans-Phase Laser-Cannons; target engine of lead Lemurian vessel. Fire when ready."

Noram laughed. "_That_ puny little minnow? You expect a _single_ vessel will stop my entire _Fleet..?_"

_TTSSSAAAAPPPP!!_

The piercing green laser beam lanced from the Speeder's weapon-pods, silencing Noram as it passed directly through the lead cruiser, apparently doing no damage…until it crashed into the water, its engine utterly destroyed. At once, the Fleet opened fire on them, but their shots spanged harmlessly against the Interceptors.

"Call them off, Noram," Superman said firmly, "or you're losing two more ships."

Noram managed to shake off his shock. "You lie; you _cannot..!_"

"_Argo:_ target leading two Lemurian vessels; fire." At once, the Speeder opened fire again, felling two more cruisers.

Noram was shocked silent. "Care to re-think that, pal?" Aquaman asked. "Every ship _he_ blasts is one less for _us…_"

Noram scowled angrily…before he took out his communicator. "Attention, Lemurian Fleet. This is your King; break off attack and return home."

At once, the Lemurian Fleet ceased firing, and dove back beneath the waves, vanishing from sight.

"Well, then," Superman said, "I believe that now's as good a time as any to discuss what we all _came_ here to discuss." He looked Noram in the eye. "You stay away from Atlantis' territory – _including_ the North Pole – and leave any human ships you encounter alone, and none of us will come down on you." He glanced to Namor. "That sound fair, Your Majesty?"

Slowly, Namor nodded. "The terms are acceptable." he agreed…before glaring at Noram. "If the people of Lemuria wish you as their ruler, that is _their_ business, but rise against Atlantis, and you will _regret_ it."

Superman nodded in agreement. "And if you do _anything_ to harm the human race, you'll have the Justice League to contend with." he finished. "Are we clear?"

Noram glowered at him. "_Quite._"

"Good." Superman said. "Oh, and one last thing, _just_ for the record."

Slowly, he leaned in closer to Noram, as his eyes took on a faint glow, echoing the fierce tone of his voice. "_Harass my taushi ever __**again,**__ and you'll wish I __**had**__ left you up there._" he whispered. Moving back, he pointed to the open ocean. "Now…_go._" Glaring back at him, Noram turned, and dove into the water, swimming away, far out of sight.

It was over.

As they all relaxed, Superman had to chuckle, as Multiple _perfectly_ summarized what they _all_ felt.

"Can we go home, now?"

XXXXXXXX

Shortly after the Lemurians had left, the Atlantean flagship had moved alongside the research vessel, as General Ro'Karon and a small contingent of Atlantean soldiers had boarded, to ensure that their monarch and his family were unharmed. "…then the Lemurians are no longer a threat, my liege?" Ro'Karon inquired.

"For the present moment, General, I would say not," Namor said, "but I somehow doubt that this is the last we have heard of this 'Noram'."

As the small group of soldiers looked around, one spoke up. "_I just hope that Traveler doesn't turn on us…_"

"_Fool!_" another berated his comrade. "_Didn't you pay attention? King Namor's broken a treaty of some kind with the Traveler! How do you think the Lemurians got driven off so fast?_"

"_Really? He's on our side, now?_"

Chuckling as he overheard the little conversation, Superman turned to Namor. "Well, Your Majesty, it looks like you got what you wanted, after all."

Allowing himself a wry smile, Namor nodded. "It would appear so."

Glancing to the _Argo_, Ro'Karon chuckled. "Well, Traveler, I must say, for something so small, your vessel is a _mighty_ one!"

Mary Storm nodded, lightly smiling. "That it _is._" she agreed. "Perhaps I could..?"

Superman's response was immediate and firm. "_No._"

Mary flinched. "But surely I could just..!"

"_No._"

Mary took a deep breath. "I just wanted to…"

"_No._"

"Not even..?"

"_No._"

Sue groaned. "_Mother…_"

Reed just chuckled. "So _that's_ where Johnny gets it from…"

"_Hey!!_"

Power Girl chuckled. "We should probably head back home." she said…before leaning closer to Superman, whispering into his ear, "_And don't think I didn't hear what you said to Noram, buster._"

Superman chuckled nervously. "What can I say? I just don't like people mistreating my _taushi._" He then turned to Mary. "Dr. Storm, can we trust you to get the research personnel back safely?"

Deflated, Mary nodded. "That won't be a problem."

"Good." Superman replied.

"With your permission, we'd like to head back to the Institute with all of you." Reed said. "We still need to collect our research data to help with Evan's condition."

"Indeed." Namor said. "I will also accompany you."

Ro'Karon blinked. "My liege?"

Namor chuckled. "Be at ease, old friend; I will return home shortly. In the meantime, you will escort young Garth back to Atlantis; I will deal with him once I return."

At that, Garth nodded sadly. "Yes, Milord." With that, he followed Ro'Karon and his men back to their ship.

Havok looked sad. "Hey…you're not gonna be _too_ hard on the guy, are you?"

"My decision regarding Garth's fate, young man, will be that which is best for both him _and_ all of Atlantis." Namor replied.

J'onn nodded. "That is fair, Majesty."

"Well, we'd better get going." Superman said. "The others are likely worried." With that, they all walked into the _Argo_'s teleporter beam, before the Speeder took to the air, flying off.

XXXXXXXX

_500 feet below sea level_

The four Lemurian cruisers made no sound as they sliced through the water; a quartet of somber leviathans, in search of their next prey. Aboard the lead cruiser, Attuma sat in his private quarters, brooding over today's defeat.

He should have known better than to expect a clone of _Namor_ to be easy to control, he reflected; at least he had been _prepared_, and had escaped with four cruisers to further his own goals…though he _now_ had _two_ foes to contend with below the surface, as _well_ as the alien _filth_ and his allies _above_ it…

Suddenly, his private communicator began to beep; checking it, Attuma scowled, before he put it through. "Your plan was a failure, _human._"

The metallic voice of Victor von Doom was coldly flat. "_I was under the impression, Atlantean, that the cloning technology I provided was in perfect working order._"

"Oh, it _was._" Attuma snarled. "The _problem_, human, was that the clones _betrayed_ me."

"_That is unfortunate, Atlantean, but it is no concern of mine._"

Attuma's eyes narrowed. "We had a _deal_, human..!"

"_We most certainly did, Attuma; I was to provide you with the means to clone Namor, in exchange for a Leumrian artefact I required. I fulfilled my end of the bargain, as did you. I owe you nothing more._"

Attuma snarled. "I do not _care_ for being _betrayed_, human _filth!_"

"_Nor does Doom care to be insulted, barbarian; I somehow doubt that your minions would care to learn that you received aid from a 'surface-dweller,' so your threats are meaningless. Good day._"

As Doom ended the conversation, Attuma struggled to suppress his _fury_…before he calmed himself, wryly smiling. This campaign had not been a _complete_ loss; he had gained four ships, Noram was as much a threat to Namor as he was to Attuma…and at the very start, he had learned that not _all_ of Namor's subjects were satisfied with their King. Taking his communicator, he hailed his contact. "Good day, my friend."

The reply was hushed. "_I told you __**never**__ to contact me here! It was difficult enough to send you the coordinates of the Fleet's approach!_"

Attuma chuckled. "A gesture I deeply appreciate, General; had I lingered any longer, my ships would have been tracked…if the alien's ship had not opened fire _first._"

His contact's tone grew sullen. "_That creature cheated us of a decisive victory against Lemuria; our King is a __**fool**__, to allow that creature to stay upon the Pole._"

Attuma smiled. "Rest assured, Krang, once _I_ rule Atlantis, that power will service _us_, and not the surface-dwellers." His tone grew severe. "In the meantime, you must continue your surveillance of the structure; it _must_ possess _some_ weakness."

"_I will do what I can…but do __**not**__ contact me; I cannot risk being discovered!_"

"Understood." Attuma replied, as he ended the transmission. Alone with his thoughts, Attuma looked out at the open sea…which would one day be _his._

And no-one, Atlantean or alien, would stand in his way.

XXXXXXXX

_Xavier Institute_

Shortly after returning to the Institute, Superman, Flash, J'onn, and Aquaman had to quickly leave again, after receiving a transmission from the Watchtower, and Namorita had headed back to Atlantis, while the others returned to their daily business.

While Reed, Johnny, and Ben moved the rest of their equipment back to the Fantasticar, Sue remained in Professor Xavier's office to speak with him. "Thank you for letting us take a look at Evan, Professor." Sue said. "Hopefully, we can come up with some sort of treatment after analyzing the data we collected."

Charles smiled. "I have no doubt that you will, Susan." he replied. "Take care." Smiling back, Susan headed out of Charles' office, to rejoin her teammates…

"Susan."

Sighing in exasperation, Sue turned to see Namor walking towards her. "I must speak with you." he said.

Sue frowned. "Namor, I _don't_ have time for this…"

"Susan, _please._" Namor said. "This is something you _should_ hear; something you _deserve_ to hear."

Namor's tone surprised Susan, as did his expression; she had never seen him look so _shaken_, or sound so sincere. "Okay."

Namor closed his eyes. "I…it is my understanding that you have long viewed my…advances as a nuisance."

Sue lightly frowned. "You're only realizing this _now?_"

"Susan, please." Namor quietly insisted. "Before now…I had never truly _understood_ why you felt so…until I saw…what I looked like…and how I sounded…"

Sue's expression became sympathetic. "_Noram._"

Namor nodded. "His behaviour…especially with the young Alison…it reminded me of…of my initial reaction to _you._" His expression turned terribly sad. "I had not understood, until now, what a terrible _offence_ I had been giving…"

Sue lightly smiled. "Hey, you were never _that_ bad." she said. "Well…except _maybe_ the first time, but _that_ was a misunderstanding." Sighing, she added under her breath, "Thank you, Mother."

"Nevertheless, that does not excuse my behaviour." Namor replied, as his expression fell. "I know that…that I have no right to ask…but I _would_ like to…to simply be friends."

Sue's smile became genuine. "I think I'd like that."

Namor smiled back. "And your husband will not object?"

Sue laughed. "It's not in Reed's nature to hold a grudge, Namor; you've expressed sorrow, and that's enough for him." She sighed. "I think Reed would even forgive _Victor_ if he apologized."

Namor chuckled. "I would not hold my breath for that to happen, Susan." he said. "Nor would I blindly accept a repentant von Doom's offer of friendship without being _certain._"

"Neither would I." Sue conceded. "Still, I like to think we choose our friends fairly well."

Namor wryly smiled. "I suppose so." he answered. "And at least Kal-El had the common sense to make his intentions towards the Blaire girl _clear_; perhaps if your husband had done the same at our first encounter, things may have gone smoother."

Sue half-smiled. "Maybe." she agreed. "So, do you really think that Noram will abide by your terms?"

"For now, at least." Namor said. "What concerns me is _where_ Attuma received the technology to clone me; if Lemuria is _anything_ like Atlantis, the Lemurians are not _that_ advanced in biology…so _where_ did Attuma get it?"

Sue looked worried. "We'll keep our eyes open." she said. "And so will the League and the X-Men."

Namor chuckled. "While Xavier's students certainly do have _spirit_, they also have the courage of Atlantean warriors, all of them; they are a credit to the human race." His smile turned wry. "I would ask that you not tell them I said so; I would not want them to take offence."

Sue blinked…and then laughed. "Namor…did you just make a _joke?_"

Namor chuckled. "Ah, yes, I forgot; you are so used to your brother's buffoonery, you have difficulty recognizing any _real_ humour."

Sue laughed again. "Johnny and Ben are _never_ going to believe this!" She lightly smiled. "So…you're okay?"

Namor sighed. "I _will_ be."

"Good." Sue said…before she smiled, and lightly tapped her knuckles on his forehead. "Well, now that you've gotten me out of that thick skull of yours, you'll realize that there are _plenty_ of fish in the sea."

Namor groaned. "Susan, I _beg_ of you, leave the humour to your _brother._"

Susan half-frowned. "Well, I hope you don't say things like _that_ to any Atlantean ladies, or you'll _never_ get anywhere." Smiling, she waved goodbye. "I guess we'll see you later, Namor."

Namor smiled back. "Farewell, Susan." With that, Sue turned, and headed off to meet her comrades, while Namor headed in the other direction, towards the back yard, stepping out, and walking towards the open sea…

"Leaving already, Fishy?"

Namor rolled his eyes exasperatedly, as he turned to see Logan, leaning against the side of the Institute, smoking a cigarette. "And you still partake of that filthy habit, do you?"

Logan shrugged. "Hasn't killed me, yet."

Namor chuckled dryly. "A fine reason, indeed." he replied. "Well, I shall leave you to your cancer-sticks, Logan." With that, he turned to go.

"Hey."

Logan's voice stopped him again. "Usually around Christmas Eve, me an' Steve go shoot some pool." he said. "Care to tag along?"

Namor arched an eyebrow. "Pool?" he asked. "That game of applied geometrics? You think a game _that_ simple interests me?"

Logan frowned. "Look, Fishy, like it or not, we're both grumpy old soldiers, and there ain't many of us from those days _left_, at least not in the shape we're in. I just figured that you might want to hang out with two of the only people that could put up with you 60 _years_ ago for a couple hours." He shrugged. "Your call."

Namor sighed. "I _suppose_ that _someone_ must prevent you and Rogers from making buffoons of yourselves."

Logan chuckled. "Good to hear." he quipped. "Good seein' you again, Namor."

Namor chuckled. "The pleasure was all yours, Logan." With that, he took to the air, heading for home.

XXXXXXXX

Shortly after they had returned home, night had fallen, and the occupants of the Institute could finally relax.

_Most_ of them.

In his room, Mark was finishing a full system diagnostic, to ensure that he was fully functional after taking that electrical surge…which had been meant for Tina.

_Sensory hardware: online, 100 percent._

_Core AI: online, 100 percent._

_Memory banks: intact, no file fragmentation detected._

_Locomotive subroutines: online, 100 percent._

_Combat protocols: online, 100 percent._

_Overall status: online._

His diagnostic complete, Mark detached himself from the wall-socket, his systems fully charged, before he started to review his latest data-logs.

It still perplexed him that he had acted so swiftly to protect Tina; the urge itself was not without precedent – she was his friend. That fact, however, did not explain his actions entirely; his first reaction had been to intercept the attack, rather than coordinate with the others to safely – an efficiently – neutralize it.

_There had not been time; any later, and she would have been hurt._

That thought apparently came from nowhere, startling him; checking his files, Mark was surprised that it had originated from a piece of his AI Core that regulated his emotional emulation…but that had never happened before…

"Mark?"

Looking up, Mark found Tina, back in her usual clothes, standing outside his door. "I-I just wanted to see how you were doing." she murmured.

"_I have just completed a full system diagnostic; I am operating at peak efficiency._" Mark answered. "_I trust you are, as well?_"

Tina nodded, as a faint blush coloured her face. "Y-Yeah, I'm okay." she replied, as she walked over to him. "I…I just wanted to…to say thank you."

"_Thanks are unnecessary, Tina; had I not acted, you would have been seriously damaged._"

"I know." Tina whispered. "I just wanted to…to tell you how much that meant to me; n-no-one's ever saved me like that, before." Shyly smiling, she leaned in closer…and softly pecked him on his metal cheek.

_Malfunction._

_Core AI sector overheating; electrical current is in excess of safety parameters._

_Commencing emergency restart._

As sparks started to fly across Mark's face, his eyes dimmed…and quickly flared back on, as he restarted himself. "M-Mark, are you okay?" Tina asked.

"_I…I am fine; my diagnostic must have missed something – there was a minor malfunction in my AI Core._" Mark answered. "_I must run a deeper scan to determine its cause._"

"O-Okay." Tina said. "I hope you feel better." After giving him a shy wave, she headed out.

Alone again, Mark ran a full diagnostic, focusing on his Core AI, scanning deeper than before; the malfunction had originated in his Emotional Emulator software – the software had drawn far greater current than normal, nearly causing an overheat. Checking his time-logs, Mark found that the malfunction had occurred _exactly_ one second after Tina had kissed him…

_Alert: current levels rising; overheat imminent._

At once, Mark ceased his thoughts of that incident, causing his software to drop back to normal current levels. Tina had caused the malfunction; her actions had triggered the overheat. He tried to access the Emulator's file at that exact moment, but could not; the overheat had occurred before the Emulator could finish processing the data.

This was unprecedented; he had never experienced this kind of reaction, before.

He _had_ to find out what this meant.

XXXXXXXX

_Atlantis_

After returning to his home, Namor promptly headed to Atlantis' penitentiary, where he had ordered Ro'Karon to detain Garth until he had returned. As he approached Garth's cell, the guards promptly stood aside, letting him pass into the cell, where he found Garth, utterly dejected, sitting on the cell bench; looking up, Garth saw him, and quickly dropped to one knee. "Milord, I…"

Namor calmly rose his hand for silence. "I seem to be facing a dilemma with regards to your fate." he said. "I am sure that you understand that I cannot simply allow a former emissary of an enemy nation the same rights as a citizen of Atlantis."

Garth nodded sadly. "I understand perfectly, sire." he answered. "If…I might be allowed to speak?"

"You may."

Garth's expression turned sad. "I never meant _any_ harm to come to Atlantis; it was my hope that Atlantis and Lemuria could reunite…though I now know that hope was foolish. I say this not as excuse for my actions, but as explanation; I take full responsibility for my actions, and am prepared to face judgement."

Namor's expression remained neutral. "Let us speak of your actions." he said. "You came to a potentially hostile nation, fully aware that they might attack you on sight, and placed yourself at our mercy, all in the name of peace."

Garth blinked, confused by the shift in the conversation. "Sire?"

Namor looked out the nearby window. "It was once _my_ dream to find Lemuria, young Garth; it was a dream I once held, before the war against the Nazis." he said. "After the war, my home faced many difficulties…more than a young king could handle alone, and the Council had no time for such foolish dreams…so I abandoned it." He looked Garth in the eye, his expression slightly sad. "How can I punish _you_ for something I once _wished_ to do?"

Garth's eyes went wide. "Milord, I…I don't know what to say…"

"This does not solve our present problem, however." Namor continued. "Unsupervised, some may think you present a danger."

Garth nodded grimly. "I may be able to solve that problem, Sire." he said. "If you wish it, I will leave Atlantis forever; I will trouble you no more…"

"I am afraid that will not work, either." Namor replied. "Whether I care to admit it or not, I am as much responsible for your existence as Attuma is; therefore, to allow you to leave is also unacceptable." He wryly smiled. "And there lies the solution."

Garth blinked. "I'm not sure I understand…"

"As a normal citizen, you present a considerable risk," Namor said, "but as a Royal Ward, you will be under my constant supervision, which is an acceptable risk." He chuckled. "I trust you have no objections?"

Garth smiled widely. "_None_, Sire!" he exclaimed. "_Th-Thank you!!_"

Namor simply nodded. "The guards outside will escort you to the Palace; once you have been shown to your chambers, you will report to me to discuss the schedule of your education."

Garth nodded enthusiastically. "_Y-Yes_, Sire! Of course!"

"Good." Namor said. "I shall leave you to it, then." With that, he turned, and headed out, as the guards started to lead Garth out of the prison.

After returning to the Royal Palace, Namor headed to the Atrium, while Garth was getting settled into his new home; looking out at his beloved home, Namor allowed himself to sigh wearily – today had been a close call. If Noram _had_ reached Atlantis…if he had not had the aid of Kal-El and his Justice League…

"My King?"

Turning, Namor found Lady Dorma standing behind him, looking pensive. "I…I hope I am not disturbing you…" she murmured.

Namor closed his eyes, turning back towards Atlantis. "A great many things have disturbed me today, my Lady, but you are not one of them."

Softly smiling, Dorma moved closer, standing next to him. "I…have heard about the altercations, today." she said. "Your Majesty was not hurt?"

Namor shook his head. "No, Milady; I am fine…physically, at least."

"That is good." Dorma said softly…before she added, "My King, I wish to apologize for speaking to you as I did, earlier today; it was a _terrible_ breach of etiquette…"

Chuckling, Namor turned to face Dorma…and met her gaze. '_Were her eyes __**always**__ that shade of blue?_' he thought. "You need not worry, my Lady; I was not offended." Namor answered. "Your honesty is a trait I have come to appreciate in Council as much as it can frustrate me; I often forget that, though I am King, I am only _one_ voice, while the Council is where _all_ voices may be heard."

Dorma softly smiled, as a faint blue tint crossed her fine features – a far cry from the typhoon of rhetoric she was well-known for unleashing in Council…and a quite lovely change, at that; it bothered him that he had not noticed before now. "Your Majesty is very understanding." Dorma said. "I had long thought that Your Majesty was not particularly fond of my role in Council."

"I will admit, your proposals have been…frustrating, at times." Namor admitted. "But I will _also_ admit that, out of all the members of Council, I at least know where I stand with you." He lightly smiled. "Perhaps my Lady would care to enlighten me of _her_ opinion on our Kryptonian neighbour?"

Dorma lightly smiled. "Truthfully, my King, I do not yet hold an opinion of his presence."

Namor chuckled. "The Lady Dorma? Without an opinion on a matter as this? _Now_ I have heard _everything!_"

Dorma laughed, a soft chiming sound. "Your Majesty is having fun at _my_ expense; how _cruel!_" she teased. "Honestly, Milord, I had previously thought of the Kryptonian as 'the Traveler,' a myth which brought terror to every Atlantean child since time immemorial…but after meeting him, I must re-evaluate that opinion." She smiled. "It was not a heartless, immortal monster that I conversed with, but a member of a vastly powerful, enlightened race…one whose example Atlantis might do well to follow."

Namor slowly nodded; it was an honest enough answer. "Perhaps my Lady Dorma is correct; I suppose only time will tell." he conceded. "Regardless, I will review your proposal in the morning."

"Thank you, Your Majesty." Dorma replied. "I believe I will retire for the night; have a pleasant evening, Sire." Bowing, Dorma turned, and walked away.

"I saw that."

Namor sighed as he saw Arthur walk towards him out of the corner of his eye. "I would have thought that you were out playing hero." he commented idly.

Arthur shrugged. "So it's a slow night." he replied…before he smiled knowingly. "So, you're finally over Sue? _Took_ you long enough."

Namor half-frowned. "I don't recall my personal life being your business, dear Cousin." he quietly retorted.

"Excuse me for being worried about my family." Arthur quipped. "Well, I guess I'd better go, before I wear out my welcome…"

Namor arched an eyebrow. "What makes you think you are unwelcome?"

Arthur smiled wryly. "_You_ kinda did, a while back."

Namor sighed. "Perhaps my words were hasty; I was of the opinion that my cousin was being foolish."

"And now?"

Namor looked Arthur in the eye. "Cousin…do you _honestly_ believe that you and your compatriots can change the world?" There was no derision in his voice; only genuine curiosity.

Arthur chuckled. "Look, I _know_ how it sounds, Namor, but _yes_; I really do believe that we – the League – _can_ make a difference. We already _are_ making a difference, slowly but surely."

Namor slowly nodded. "And this all began with your friend's suggestion."

"Pretty much." Arthur said. "I know it sounds impossible, Namor…but if you knew Kal like _we_ do, you'd realize that, with him, the impossible just takes a little longer."

Namor was silent for a moment. "You choose your friends wisely, Cousin." he said at last. "Regardless, Atlantis is your _home_; let _none_ tell you otherwise." He wryly smiled. "_Especially_ me."

Arthur smiled back. "Got it." he replied. "Anyway, I do need to check in with the Tower; I was just going to say goodbye to 'Nita before I go."

Namor nodded. "I believe she retired to her chambers; she should be there."

Arthur shook his head. "I already checked."

Namor arched an eyebrow. "Then where could she be..?"

Arthur smiled slyly. "I think _I_ might know." With that, he turned to go. "Take care, Namor."

Namor was about to call after his cousin, to ask what he meant…but decided not to, thinking better of it.

He'd had _enough_ headaches for _one_ day.

XXXXXXXX

_Xavier Institute_

Night had since fallen over the Institute, as the moon's light turned the vast Atlantic into an endless ocean of silver light…but Ron, clad only in his shorts and sleeveless t-shirt, had trouble appreciating it.

He knew he _should_ have been dead tired, but he just _wasn't_; he hadn't been able to go to sleep…and he knew why.

He couldn't stop thinking about her.

Ron sighed glumly to himself; he had met the _absolute __**perfect**_ girl for him – smart, tough, funny, sweet, heart-_stoppingly_ gorgeous, and _far_ less inclined to run screaming at the sight of him – and she was _way_ out of his league…but he couldn't get her out of his head.

'_Well, you'd better suck it up, Williams,_' Ron thought, '_because you are __**never**__ going to see her again._' He sighed again, as he looked out at the ocean, the unending indigo that was likely going to be the source of bittersweet memories for _years_ to come. '_I guess __**this**__ is what Grandpa Joe meant when he talked about 'the one that got away…'_"

But his thoughts trailed off as he saw a shape emerge from the water…a _familiar_ shape. '_No WAY…_'

Slowly, Ron walked towards the shoreline…and stopped inches from where Namorita was standing. "Hi." Namorita cooed. "So…what are you doing here?"

It took Ron a good few minutes to find his voice. "I don't know; what are _you_ doing?" '_Williams, you __**idiot…**_'

Namorita shyly smiled. "I just…I never got to say good-bye." she whispered. "I…I really wanted to see you, again."

Ron chuckled wryly. 'Yeah, I guess a mug like mine _is_ hard to forget."

Namorita lightly frowned. "Why would you say _that?_"

Ron sighed. "Let's just say that, since my 'change,' my experiences with the opposite sex have been limited to watching them run screaming from the sight of me."

Namorita smiled gently. "Well, then they must be _blind_," she said, "because _I_ see a kind, funny, brave soul," she softly giggled, "who _happens_ to be housed within the form of a scaled warrior."

Ron blinked. "So…you _really_ think that…that my scales are…cool?"

Namorita lightly tilted her head. "'Cool'? No." Smiling, she leaned in close enough to whisper in his ear. "I think they're _hot._"

It took all of Ron's willpower not to keel over, then and there. "I…I don't know what to say…"

Namorita smiled sweetly. 'There's nothing else _to_ say." she cooed…and with that, she closed the distance between them, and lightly touched her lips to his.

The kiss was gentle, slow, and beautifully innocent, the lightest tasting of each other, lasting only a few seconds, and yet lasting for a blissful eternity. As Namorita drew back, she smiled, her lovely face taking on a deeper hint of blue. "I…I really enjoyed that." she whispered. "Ron?"

Ron managed to close his gaping trap. "Uh…ask me again when I can feel my legs."

Namorita laughed at that, before smiling, and taking his hand in hers. "Ron?" she cooed. "Come swim with me."

"Okay." Ron automatically replied. With that, both he and 'Nita walked towards the water, hand in hand, as a goofy smile started to cross Ron's face.

'_It's official: I __**LOVE**__ the ocean!_'

XXXXXXXX

_Undisclosed location_

After taking a helicopter from the research vessel to her destination, Mary Storm walked through the metal corridors, and walked into a darkened conference room, where her three superiors were waiting. "Good evening, Doctor." one voice – a female – said. "I trust you are well?"

Mary sighed. "_I_ am, but our project has suffered a serious setback; Lemuria is out of reach." she answered.

"I see." the first voice said. "Did the Justice League get involved?"

Mary nodded. "I was working with the Blaire girl, at times; Fury's reports were correct – she _is_ part Kryptonian." Her expression turned grim. "And she's as dead set against giving up Superman's stronghold as _Superman_ is."

The second shadowed figure scowled. "Storm, do you mean to tell us that, not _only_ did you lose Lemuria, you let an opportunity to gain access to _the_ most sophisticated weapons technology on the _planet_ slip by?!"

"Calm yourself, General Lassider." came the first voice. "We all expected this."

"We expected it from the _Kryptonian_, Waller; Storm _should_ have been able to get it from that spoiled little pop-diva."

"She likely didn't press _hard_ enough." the third said. "All we need is to round up the little mutant and give her a _real_ interrogation…"

"As interesting as that suggestion is, Mr. Gyrich, I'm afraid that, right now, a little thing called the Bill of Rights prohibits that action without probable cause; Project Cadmus, as of now, has no real authority – not like S.H.I.E.L.D., anyway." the first said. "We still need more support if we're going to counter the potential threat of the Justice League."

Mary nodded. "What can _I_ do?"

"We have a few projects that we need help getting off the ground, Dr. Storm; your expertise could prove useful." the first voice said. "We need to move slowly; we can't afford to have the League catch on, not now. Return to your own research; we'll contact you when we need you."

"Understood." Mary said. With that, she turned to go, walking out of the conference room.

She still regretted not being able to examine that ship, but there would be other opportunities to learn Krypton's secrets and put them to use for humanity.

Still, she regretted the notion of acting against the Justice League, but they were potentially dangerous; their country had to be able to defend itself if need be…

…and with Project Cadmus' efforts, they _could_, in time.

XXXXXXXX

_Author's Note:_

_Oh. Dear. GOD._

_That's all I can say right now after a delay this long; words cannot EXPRESS how sorry I am that it took this long to update. I am completely and utterly ashamed of myself._

_In my defence, however, I would like to mention that, for the past month, I have been working __**two**__ – count 'em – __**TWO**__ jobs; I have had almost NO free time to myself. Not only that, but shortly after my last update, I had to deal with my sort-of-girlfriend breaking up with me, at the same time as I found out that I failed my interview for acceptance into the School of Pharmacy…__**again.**_

_These misfortunes – each disheartening enough on their own – sent me into a full-blown tailspin down to utter __**depression**__, which I still have yet to completely climb out of; naturally, I am sure you can all imagine that trying to write anything while wishing for God to just quit screwing around and drop a lightning bolt on my head and just get it the hell __**OVER**__ with is somewhat difficult._

_I'm not saying that this excuses my absenteeism, but I believe it does explain it; I've been going full-tilt for the better part of two years – I think I'm entitled to at least ONE full mental meltdown, but that's just me._

_Regardless, I am at least TRYING to get back into a regular schedule; I almost have the next chapter done. Wish me luck! Thank you all for your patience!_

_Coming Soon:_

_It was supposed to be a simple day off for our heroes._

_A chance for our favourite blue fuzzball to meet his girlfriend's folks…_

_A time for an overworked Amazon princess to cool down…_

_And an opportunity for a certain froggy fellow to impress a crimson-clad spell-caster…_

…_but all of that quickly gets shot to heck, when someone from Diana's past comes back with a vengeance._

_Be there, when "Saturday at the Museum with Amazons" goes horribly wrong…_


	14. Saturday at the Museum, Part One

CHAPTER FOURTEEN: SATURDAY AT THE MUSEUM WITH AMAZONS

_Watchtower, Earth orbit, November 19, 2008_

After returning to the Watchtower from her patrol, Wonder Woman promptly headed to the training chamber, switching on the robotic training drones and selecting a session, before walking onto the floor to meet her opponents.

It had been a tough morning, she reflected, as she countered one drone's punch, following with an uppercut; for the first few hours, it had been quiet, but that tranquility had been shattered by a hostage situation in a Detroit hospital – a young punk had held up a doctor at gunpoint, demanding that he operate on his girlfriend…to extract the plastic pouch of narcotics that she'd smuggled into her own stomach…at the punk's request.

Diana's eyes narrowed, as she punched the next drone a little _harder_ at that thought; she'd barely been able to contain her fury at the disrespectful little whelp, and had settled for punching him through a plaster _wall_, while Superman had helped the doctor rush the poor girl into surgery. Both of them were alive, though the punk's pride was in critical condition, both from being arrested, and from the _very_ public _dumping_ that the girl had given him prior to his arrest. All in all, it had gone well…though Diana still needed to work off some steam…

"At the rate you're going, we're going to need to re-stock those drones."

Pausing her session, Diana turned towards Superman, who was leaning absently against the side of the door. "You've been logging quite a few hours in here, lately." he commented, smiling.

Diana resumed her workout. "It keeps my skills sharp."

"True," Clark agreed, "but sharpen a blade _too_ much, and it wears away." His expression turned sympathetic. "That was a bad situation, this morning." he said. "You really decked that guy one."

"After what he did, he should be grateful that's _all_ I did."

"I'm not saying otherwise." Superman replied. "But I have noticed that, aside from missions and patrols, you don't leave the Tower much…"

Diana paused, arching an eyebrow. "On Themyscira, training _is_ a pastime, Clark." she replied. "I train here, and in my chamber, I read; what more do I need?"

"On Themyscira, probably nothing." Clark conceded. "But this _isn't_ Themyscira, Diana; you never had to deal with what the League deals with daily, before, and all that stress has to go _somewhere…_"

"I am _perfectly_ capable of controlling my emotions, Clark."

"I'm not saying otherwise." Clark replied. "Look, there's a new museum exhibit opening in New York, tomorrow; why don't you..?"

Diana frowned. "Clark, are you _ordering_ me..?" she warned.

Clark quickly raised his hands. "I'm _asking_ you, as a _friend_, if you'd like the day off." he defended. "We _all_ need some time off from League business, Diana…except maybe Bruce, but he's in a different category altogether; tonight, I'm going stargazing with Ali; J'onn stops by a bookstore, from time to time; Arthur and John often shoot some hoops in off hours; Shayera goes flying on her own; and Wally's watching the 'Viewers' Choice Kung-Fu Movie-Marathon Encore,' tomorrow afternoon." He groaned to himself. "After him giving me so much grief about missing the _first_ one, if we didn't let him see it, he'd be _impossible_ to deal with…

Diana paused. "I don't know…"

Clark sighed. "If you _really_ don't want to, it's your choice; just think about it, okay?"

Slowly, Diana smiled at her friend. "Okay." At that, Clark smiled back, and then headed off. Alone again, Wonder Woman quickly finished up her training-session, and headed back to her room; in her room, Diana quickly did a computer search on the museum opening – apparently, there had been a discovery of ancient Greek and Norse artefacts, recently. Pondering Clark's words for a moment, Diana smiled to herself. She _had_ been going non-stop since her arrival in Man's World; furthermore, the exhibit had intrigued her.

One day off couldn't hurt…

XXXXXXXX

_Bayville High_

As the final bell rang, letting the entire student body pour out into the hallways, Amanda walked to her locker, trying to decide whether she should be trudging or skipping there, while trying to keep from wincing, as the last traces of her headache faded away; these past few weeks, she had been getting these _awful_ headaches, which lasted only for a few minutes at a time, thankfully, allowing her to think of her _real_ problem.

She and Kurt had made plans to go to the museum, tomorrow…but before they went, her parents wanted to meet Kurt…which meant that one of two things would happen.

One, her parents would _love_ Kurt – as well they _should_ – and permit her to keep seeing him…or Two, they would find out he was a mutant, overreact, and forbid her to see him again…which would utterly break her heart…

'_You're being silly._' she told herself. '_Your parents love you; therefore, they'll love your taste._'

That bit of logic calmed Amanda as she headed to her locker…before she passed by another locker, where a 17-year-old young woman, around the same height and frame as she was, with mid-length dark lavender hair, pale skin, and dark eyes, clad in a pair of black jeans and a dark blue sleeveless blouse, with an iridescent gem-tattoo in the middle of her forehead, was gathering her texts. Amanda automatically recognized her: Rachel Roth, one of the new students to Bayville High, this year – from what she'd heard, Rachel had transferred here, though from where, Amanda had no idea; Rachel was arguably the quietest person she'd ever _met._

Sometimes, Amanda wondered if anyone besides her even knew Rachel was _there._

Smiling brightly, Amanda walked up to the quiet girl. "Hey, Rache!"

At her greeting, Rachel paused, her eyes going wide in mild surprise, as they always did whenever Amanda greeted her, before her expression went neutral, as it always did. "Hey, Amanda." Rachel answered, her voice devoid of any emotion, only adding to Amanda's suspicion that Rachel didn't have many friends. "What's up?"

"Not much," Amanda sighed, "although tomorrow, the 'rents want to meet Kurt."

"Ouch."

"Yeah; that will _not_ be fun." Amanda agreed. "What about you? Any plans?"

Rachel was silent for a moment. "I have an…errand to run, tonight."

"But nothing tomorrow?"

Rachel arched an eyebrow. "Why?"

"Well, Kurt and I were going to go to the museum, tomorrow, afterwards, and some of the others were going to go, too." Amanda said. "If you want to tag along..?"

Rachel winced. "I don't know…"

"Aw, come on! You'll _love_ it!" Amanda exclaimed. "They're showing a whole bunch of ancient artefacts; it'll be really cool!"

Rachel went silent again, before she answered, "I'll think about it."

"Great!" Amanda chirped. "I guarantee, with Kurt and the others around, you won't be bored..!"

"Hi, _liebe._"

Amanda's smile automatically grew as she felt Kurt's wonderful arms encircle her waist from behind. "Hi, baby." Amanda cooed, as her face went slightly rosy. "How was class?"

Kurt sighed dramatically, which made Amanda laugh. "Vithout _you?_ _Horrible._"

Amanda giggled, as she turned to loop her arms around his neck. "Well, hopefully, you meeting the 'rents won't be as bad." she teased. "I was just telling Rache here about it."

Kurt blinked. "_Who??_"

Amanda laughed. "_Rachel!_" she sweetly admonished, turning back to her friend. "She's right…here?"

Rachel was gone.

Kurt looked confused. "'Mandy…who's zhis 'Rachel'?"

"Rachel _Roth!_" Amanda said. "She sits in the back corner in Advanced Literature! You've seen her!"

Kurt smiled sheepishly. "Sorry, 'Mandy, but I don't remember ever seeing her."

Amanda frowned. "Well, she's coming with us, tomorrow, so be nice."

"Of course, _liebe._" Kurt promised, looking so adorably apologetic. "Vant to get some ice cream?"

Amanda smiled, looping her arm around his. "_Sure._" she cooed, before they both headed off…with a tiny part of Amanda's mind still worried over Kurt's response; she _couldn't_ have been the only one Rachel talked to…

…right?

XXXXXXXX

After her Biology class had dragged itself to its end, Wanda walked out of her classroom, heading towards her locker…

…and came face-to-face with Todd Tolansky.

Todd smiled sheepishly. "Hiya, Sweetums."

Wanda didn't know whether to groan or smile; over the past few months, Todd had become her not-so-secret secret admirer – he slipped admittedly sweet – if somewhat sappy – love-notes into her locker, he somehow arranged for bouquets to be occasionally sent to her…and then there was the matter of his 'serenading' her at 2:30 in the morning. Still, Wanda knew that his antics were harmless.

They were just a bit annoying.

"Hey, Todd." Wanda replied.

Todd's smile turned nervous. '_Okay, Tolansky, you got __**this**__ far without goofing up; don't blow it, now..!_' "S-So, you hear about that new museum exhibit opening up, tomorrow?"

Wanda had a faint idea of where this was going. "Yeah..?"

Todd gulped. "Look, I was just wondering if…maybe…you'd like to…oh, I don't know…gotothemuseumwithme?"

The end of that sentence was spoken at a speed that even _Pietro_ would be jealous of. "Todd…"

"I know, I know; I'm not exactly _anybody's_ definition of an ideal guy," Todd murmured, "but I really, _really_ like you, Wanda. I don't know what else I can _do_ to show you how much I like you!"

Wanda felt immensely guilty; she really _didn't_ know how she felt about Todd – he was a sweetheart, for sure, and he did a _lot_ more to show he cared than any other boy his age would – he'd even risked _Wolverine's claws_, for God's sake – but _did_ she like him..? "I don't know…"

Todd sighed grimly, before his face set in a firm line. "_One_ date, Wanda. That's all I ask; just _one_ date. If you don't enjoy being with me, I swear, on Grampy Tolansky's _grave_, I won't ever bug you for a date ever again."

Wanda thought about it; _one_ date probably wouldn't be _so_ bad… "Okay."

"I understand, Wand – _huh??_"

Wanda had to laugh at Todd's dumbstruck expression. "I said, okay."

Todd's face turned upwards in a goofy grin. "_G-Great!!_" he exclaimed. "I'll s-see you tomorrow morning, okay?"

"Okay."

"O-Okay!" Todd said. "B-Bye!" With that, he started to walk away, with a noticeable spring in his step, while Wanda headed towards her locker…while fighting to keep her growing smile under control.

XXXXXXXX

After asking Wanda out – and getting an _actual_, honest-to-_God_ yes from her – Todd felt like he was on Cloud Nine. As he practically _danced_ back to his locker, Fred couldn't help but notice his pal's goofy, love-struck smile. "Let me guess; she said yes, right?"

Todd just grinned. "Persistence _pays_, Freddy; I _finally_ wore her down!" he exclaimed happily. "Now, all I gotta do is make sure she has a good time, tomorrow…"

But his voice trailed off as he realized _exactly_ what he'd just said. "Oh, _crap!!_" he cried. "I gotta make sure Wanda has a good time, tomorrow, or I'm _history!_ If I snack on _one_ fly, I'm _sunk!!_"

Fred chuckled. "And _that's_ just if your B.O. doesn't get her _first._" he teased.

"Oh, _man_, you're _right!_" Todd wailed. "Freddy, what do I _do?!_"

Fred blinked. "You're asking _me??_" he asked. "I ain't exactly known for my success in the romance department, pal…"

"But I'm _desperate!_"

Fred groaned. "Okay, then," he relented, "just take a bath, tonight, alright? In the meantime, just go pick up a new shirt, or something like that."

Todd started to calm down. "Okay…I can do that…"

"And then when the date comes, just don't act all clingy, and for God's _sake_, don't snack on any flies." Fred finished.

Todd gulped. "That's a pretty big order," he admitted, "but I can do it; Wanda's worth it."

"Good to hear, bro."

Todd then looked stricken. "But…how should I _act?!_" he cried, prompting Fred to roll his eyes. "I mean, s-should I try to hold her hand?! Should I try to kiss her?! What do I _do?!_"

Fred sighed. "Like I said, little pal, I honestly couldn't tell you."

At that, Todd grimaced; he _couldn't_ screw this date up – Wanda would _never_ speak to him again, if he messed up…to say _nothing_ of his own promise.

He needed _help._

_Big time._

XXXXXXXX

_Daily Bugle_

As the daily shift at the Bugle started to wind down, Clark had just poured himself a cup of coffee as he got back to his paperwork. In the desk next to him, Peter groaned. "_Where_ does JJ come up with this much paperwork?"

Clark chuckled. "I think that the working theory is that files like these have become living entities capable of generating _themselves_, thus reproducing through human hosts."

"Makes more sense than anything _I've_ come up with."

Just then, Chloe walked into the room, groaning as she saw the large pile of paper lying on her desk. "_Tell_ me Jameson's joking."

"We _wish_, Sullivan." Peter quipped.

Sighing, Chloe sat down and got to work. "You guys are covering the museum story, tomorrow, right?"

Clark nodded. "No problem."

"So, what's the deal with this new exhibit?" Peter asked.

"Apparently, there was a large find of artefacts in Greece, a few months ago." Chloe explained. "We're talking pre-Roman, here; they go back over 3000 years."

Clark nodded. "Apparently, one of the artefacts was an enormous suit of armour, _perfectly_ preserved; it's said to have been constructed by Hephaestus, the Olympian god of fire and the forge." he said. "_Whoever_ made it, though, certainly knew his stuff."

"That kind of find could completely change what we know about the world of ancient Greece." Chloe said. "It's _big_ news."

By then, Peter had finished up the last of his paperwork. "Well, I'm done for the day." he said. "See you guys tomorrow."

"See you." Clark said, as Peter headed out. He was just about to put the finishing touches on a form…when his hearing picked up a distress signal.

"Uh…Chloe?" Clark asked. "I kinda need to step out for a minute…"

Chloe half-glared at him. "You'd _better_ not be trying to get me to do your work, Smallville…"

"No, no!" Clark assured her. "I will be _right_ back; I promise!"

"Fine, then; go." Chloe said.

"Thanks!" With that, Clark got up and hurried out of the Bugle…before discreetly darting into a nearby alley…seconds before a blue-and-crimson streak shot across the sky.

XXXXXXXX

After leaving the Bugle, Peter had promptly ducked into a dark alley, and donned his costume, before firing a web-line and swinging across the city, as he began his patrol, with the setting sun starting to turn the sky red.

No sooner had he done so than he'd heard a familiar sonic boom, as a red-and-blue streak raced across the sky. '_Guess Smallville had the same idea…_'

Suddenly, as he swung over the New York Museum, his spider-sense went off, seconds before he heard the museum alarm go off. '_Uh, boy; so much for museum hours being over…_'

Swinging down to the museum roof, Spider-Man spotted the broken skyligh, which the perp in question had undoubtedly used to get in. Darting through, Spider-Man crawled along the ceiling, towards the source of the alarm, the new Greek exhibiti…pausing only to gaze upon the _massive_, broad-shouldered, jet-black, gold-trimmed suit of armour, standing _well_ over ten feet tall, the flat helmet of the armour having no distinguishable features, save for the narrow eye-visor, and the arcane symbol etched into its right shoulder. "Hate to see the dry-cleaning bill for _that_ sucker." Spider-Man muttered to himself, before he continued on.

Within minutes, he had reached the source of the alarm; he rounded the corner…and got the shock of his _life_, for there, standing in front of a smashed glass case, reaching for a droplet-shaped blue gemstone, was a tall, elegantly-built young woman, seemingly in her early twenties, clad in a dark magenta armoured one-piece-swinsuit-style garment, with copper armlets encircling her wrists, her long, auburn hair held back by a silver tiara, with simple sandals on her feet, and a longbow and a quiver of arrows strapped to her back.

His quip was pure reflex. "Last _I_ checked, the Gift Shop was _that_ way."

The woman's amber eyes went wide with surprise as she turned around…before glaring at him angrily. "Begone from my sight, man-filth, lest I be forced to teach you a lesson!"

"Be glad to," Spider-Man said, as he hopped down, "just as soon as you put that back; it doesn't go with your outfit."

The woman only got _angrier._ "A man _dares_ give me orders?!" she hissed, as she slipped the gem into a pouch at her waist, drawing her bow and fitting an arrow to it, before letting it fly.

Darting out of the way effortlessly, Spider-Man flipped onto the ceiling. "You _really_ shouldn't leave your valuables in the open like that," he quipped, "because _this_ could happen." With that, he fired a web-line and snagged the pouch, yanking it away.

At that, the woman let out a harpy-like scream of pure _rage_, before fitting an entire _cluster_ of arrows to her bow, and firing them all at once; Spider-Man managed to dodge most of them, but one caught his uniform by the shoulder, pinning him to the wall and causing the pouch to slide across the floor. Picking it up, the woman fitted a final arrow to her bow, and took aim…

Suddenly, a loop of golden rope snared her wrist, before she was pulled off her feet, as Wonder Woman spun her around in mid-air, before flicking her lasso, causing the woman to crash into the wall. Hissing in rage, the woman got back up…but as she saw Wonder Woman, her fury gave way to _surprise._ "_Diana??_"

Wonder Woman was _equally_ surprised. "_Aresia??_"

They both spoke as one. "_What are YOU doing here??_"

Wonder Woman spoke first. "What are you doing with that bow, Aresia? You haven't had the training to _use_ it!"

"And how would _you_ know, Diana?" 'Aresia' shot back. "It's been ten _years_ since we fought last!"

Wonder Woman frowned. "Ten years since an inexperienced brat with something to prove made the idiotic mistake of challenging me, you mean." she said. "But I thought even _you_ had more honour than this..!"

"Do _not_ speak of honour to _me!_" Aresia spat. "_You_, who consort with these _creatures!_ You deserve the same fate as _they_ do!!" With that, Aresia charged at Wonder Woman, swinging at her, but Wonder Woman blocked her attack, before whirling inside Aresia's guard to slam her face with an elbow-strike. As Aresia stumbled back, Wonder Woman grabbed her arm and whirled her into a throw, sending her flying across the room, where her bow lay.

"_Yield_, Aresia." Wonder Woman ordered. "You could not defeat me ten years ago, and you _cannot_, now."

"I do not _have_ to!" Aresia shouted, as she fitted an arrow to her bow…and aimed at Spider-Man, before she let it fly.

Her eyes widening in horror, Wonder Woman drew her lasso and snapped it like a flail, snapping the arrow in half, stopping its flight; turning back, Wonder Woman felt the weight that had settled in her heart only _double_, as she saw that Aresia was gone. By then, police sirens were echoing in the distance. "We'd better split." Spider-Man said, as he tore himself free.

"Yes." Wonder Woman softly agreed, before she flew away, as Spider-Man quickly followed.

By the time the police had reached the museum, Wonder Woman and Spider-Man had escaped to a nearby rooftop. "So…thanks for saving my bacon." Spider-Man said, scratching his head.

"Think nothing of it." Wonder Woman said, as she started to walk away…with a single crystal tear falling from her eye.

"Hey…you okay?" Spider-Man asked. "Look…sure, that Aresia lady got away, but you'll get her next time; it'll be okay…"

"_No_, Spider-Man," Wonder Woman said, "it will _not_ be okay." She turned away. "I _knew_ her." With that, she started to fly off, leaving him with her enigmatic last words.

"She is one of my _sisters._"

XXXXXXXX

_Greenwich Village, New York City_

The midnight air was cool over Greenwich Village as a thick blanket of fog settled over it, bringing a foreboding aura with it…an aura of impending doom…

That grim aura extended all the way into the Sanctum Sanctorum of the Earth's Sorcerer Supreme, disturbing his meditation.

As his eyes opened wide with surprise, Doctor Strange quickly sent out a psychic probe, scanning for whatever had was casting that aura…and found it. "Wong."

At once, his faithful apprentice hurried into the room. "Master?"

"Strengthen the Sanctum's wards, and tell Clea that I may be late." Stephen instructed Wong, as he donned his Cloak of Levitation. Wong promptly nodded, and left his master to his work, as the Doctor teleported out of his Sanctum.

Emerging within the gloomy mist, Stephen extended his feelers once more, trying to pinpoint the source; the power he had felt was a dark one, darker than any he'd felt before…and yet, this power did not seem truly malevolent…

"You are Earth's Sorcerer Supreme."

Startled, Stephen whirled around…and found a young woman, in her late teens, clad in a long, dark blue hooded cloak, concealing her face completely. "You are the source of this?" he asked.

The girl nodded. "I did not come to fight you." she said softly. "You know who I am."

Carefully, Stephen scanned the girl…and his eyes went wide in utter _shock_, as he realized the sheer magnitude of her power…and recognized its source. "Yes, I know who you are."

The girl's tone became despondent. "Then you realize what I was sent to do."

Stephen steeled himself. "Yes."

The girl's voice turned desperate. "I know you've been researching the prophecy." she said. "_Please_…tell me you know how to _stop_ it…"

Stephen calmed; prophecy or no, this girl was still just a girl. "I…I am constantly researching these matters; I am certain that a solution is in sight…"

"…but have you _found_ anything?"

Stephen closed his eyes. "No."

The girl visibly wilted. Stephen looked sympathetic. "I am so sorry…"

"Save your sympathy for those who _need_ it." the girl answered. "This world will never be safe…not as long as I live."

Those last words were spoken with the force of a vow. "If there is anything I can do…" Stephen said.

"You have done more than I dared ask for, Doctor." the girl whispered. "Thank you for trying." With that, she turned and walked back into the mist, vanishing along with it.

Stephen was left alone with his thoughts. '_She's the one from the prophecy, all right,_' he thought sadly, '_poor thing._'

XXXXXXXX

_Xavier Institute_

It was late at night by the time that Clark and Alison returned from their date; as they both touched down on the grass, Alison smiled up at Clark, as she looped her arms around his neck. "I really had fun, tonight, baby." she cooed.

Clark nodded, placing his hands on her waist. "It was nice to just do something together, especially with how busy we both get." His smile widened. "And chasing my beautiful _taushi_ through a meteor shower certainly ranks among our memorable moments, you sly little minx."

Alison giggled, fighting the rosy tint spreading across her face. "I think I would have enjoyed it more if I'd been able to tag you back, you big cheater." she teased. "You're still faster than I am; _how_ is that fair?"

"Hey, I let you tag me a couple of times!" Clark laughed. "I won, fair and square, Ali."

Alison sighed. "That you did."

Clark's smile grew sly. "So what do I win?"

Alison's expression turned into an alluring blend of shy and sultry. "Follow me and find out." she cooed.

Clark fought to keep a goofy grin off his face as he started to follow his beautiful _Alia_…and then stopped, as he heard a noise behind him. "Actually, baby," he began, "I _know_ I'm gonna have to get my head examined for saying this…but I'll be along in a second; I need to take care of something."

Alison prettily pouted, before she glanced behind him…and smiled knowingly. "Does it have anything to do with Todd hiding in the bushes, again?"

"Probably."

Alison half-sighed. "Fine, then, lover." she teased. "I'll be in your room waiting, but don't take _too_ long; you know how your smell puts me to sleep."

Clark chuckled. "And here I thought it was the _guy_ who was supposed to fall asleep."

Alison pouted. "Jerk."

"Minx."

Smiling, Alison turned around. "Don't say I didn't warn you…" With that, she turned and headed back inside.

Alone, Clark casually walked over to the bushes. "Hey, Todd, I figure you've got about two or three minutes before Logan catches your scent; if you're going to serenade Wanda, again, you'd better make it quick."

Sighing, Todd hopped out from behind the shrubs. "Shoulda known I couldn't put one over on you." he said. "Actually, though, I kinda needed to talk to _you._"

Clark folded his arms. "Shoot."

Todd gulped. "I…kinda asked Wanda out, today…"

Clark looked sympathetic. "…and she turned you down?"

Todd looked _terrified._ "She _accepted_; we're going to the museum, tomorrow."

Clark smiled. "Way to go, tiger." he quipped. "Well, I hope you two have a good time, tomorrow…"

"_That's_ why I needed to talk to you." Todd said. "I have _no_ idea what to do!"

Clark blinked. "And you think _I_ do?"

"_Duh!_ You landed one of the hottest chicks on the _planet!_ You're like a freakin' _magician_, man! What's your secret?!" Todd wailed. "I _really_ like Wanda, yo, and I don't wanna mess this up..!"

"Whoa, Todd, cool it!" Clark exclaimed. "Look, I understand how important this is to you – Lord knows _I_ was freaked on my first date with Ali – but I really don't have any 'secret'; all I can tell you is to just be yourself."

Todd groaned. "That's _it?!_"

Clark chuckled. "It sounds lame, I know, but just hear me out." he said. "Look, if you want to be with a girl, don't you want her to like you for _you_ than have to put on some fake act?"

Todd blinked. "Well…yeah, okay."

"Good." Clark replied. "And she said 'yes' when she could have said 'no,' so she must like you at _least_ on _some_ level, right?"

Slowly, Todd started to smile. "_Right!_"

"Well, there you go." Clark said. "Now, all I can advise you to do tomorrow is just…show her you care; let her know how important she is to you. After that, if she doesn't feel the same, then it wasn't meant to be."

Todd nodded. "Hey, thanks, man!"

"No problem." Clark said. "Now, I figure you've got less than a minute before Logan catches on…"

"No need to tell _me_ twice, pal!" Todd exclaimed. "Thanks for the advice! Later!" With that, he hopped towards the fence, leaping over it…_seconds_ before an irate Logan darted onto the lawn.

After assuring Logan that all was well, Clark simply headed back to his room…smiling as he saw Alison, clad in nothing but her blue panties, lying face-down on his bed, snuggling into his pillow, sighing sensually as she deeply inhaled. "So, should I give you and the pillow a moment alone?"

Softly giggling, Alison lifted up her head, propping her chin up on her palms as she turned her head towards him, her silky gold tresses tumbling over her curves. "You may as well," she teased, "seeing as my boyfriend found something _other_ to do than be with me…"

Clark chuckled, as he started to undress. "Hey, I had to help out a fellow guy who was nervous about his first date with the girl he liked."

Alison smiled. "Wanda would likely _never_ admit it, but I think she likes him." she said. Her smile grew. "Were you _really_ that nervous about your first date with me?"

"_Terrified._"

Alison sighed. "Not as scared as _I_ was." she said. "The thought of you not liking me was just _horrifying…_"

Clark chuckled, as he sat down next to her, clad only in his boxers. "Luckily, we worked out fine," he said, "and, hopefully, they will, too." Slowly, he started to smile. "Now, about that prize…"

Alison smiled coyly. "Think you can keep me awake?"

Clark grinned. "I think so." he replied, before he sealed his _taushi_'s lips with a kiss, as he slowly lay down, taking her with him, as his hands glided to the edge of her panties…

XXXXXXXX

_New York City, November 20_

The afternoon sun was shining as the New York Museum's new exhibit opened; the entrance was nearly overflowing as the public swarmed to see the new discoveries…

From her rooftop vantage point, Aresia scowled. '_Idiotic men,_' she sneered, '_they'll be gawking at our heritage soon enough._' It still sickened her, this 'Man's World;' _how_ could their mother _stand_ it, let alone _allow_ one of their own to _remain_ here..?

Not that Aresia cared what Diana did; if Hippolyta's precious 'little sun and stars' wanted to fall with these creatures, that was fine with her. '_Perhaps with Diana gone, I'll __**finally**__ get the respect I deserve…_'

'_**Enjoying the sights, I trust?**_'

Aresia frowned as she felt the telepathic spell of her benefactor enter her mind. '_Not particularly._'

'_**Good; then thou hast not forgotten our bargain.**_'

'_I remember, trickster; I already possess Zeus' Tear…_'

'…_**but not the All-Father's Eye?**_'

Aresia scowled. '_I was interrupted..!_'

'_**By a man, no less? Oh, Aresia…thy matron would be so disappointed…**_'

'_Be SILENT, trickster!_' Aresia snapped. '_It was my own dear __**sister**__ who interfered; the insect-man was a mere annoyance!_'

'_**Graver still, Amazon; thou must know with whom thy sister keeps company…**_'

Aresia laughed. '_This 'Superman' the mortals speak of? This 'Justice League'?_' she mocked. '_No mortal man has __**ever**__ bested an Amazon, trickster, and that will __**never**__ change._'

'_**For thy sake, I hope not, Aresia.**_'

Aresia frowned. '_I trust you have not forgotten __**thy**__ end of the bargain, trickster; you have the spell I need?_'

'_**Would I lie to thee, Aresia?**_'

'_**Yes.**_'

Her benefactor laughed. '_**Ah, Amazon, thou dost know me so well. As you wish, then; mark my words well.**_' With that, her cohort began to etch the spell into her mind, as Aresia smiled to herself.

Before this day was over, 'Man's World' would remember what the wrath of the Amazons _meant._

XXXXXXXX

_Sefton residence, Bayville_

As he stood outside Amanda's house, clad in casual slacks, a white long-sleeved shirt, and a casual brown jacket, his inducer active, Kurt suppressed a gulp. '_Okay, Wagner…you've gone up against giant mutant-killer robots, psychotic racists, and mutant terrorists; this should be easy…_'

But he still didn't feel better; _none_ of those had had the power to keep him from the woman he loved. Fighting down his fear, Kurt took a deep breath. '_Okay…this is for 'Mandy…_' With that, he walked towards the door…and rang the doorbell.

A few seconds later, Amanda answered the door, clad in a mid-length, dark red, sleeveless dress; as she saw him, Amanda smiled. "Hey." she cooed. "I'm glad you came."

Kurt smiled weakly. "How could I _not_ come?" he said, before he gulped. "I'm just glad zat your parents put out zhe trash; now vhen zhey throw me out, I can aim for zhe garbage bags to break my fall."

Amanda laughed. "_Kurt…_"

"Vat? It doesn't hurt to be prepared!"

Amanda giggled, as she took him by the hand. "Come _on_, you nut." she chided. "My parents want to meet you!" With that, she led him into her house.

The inside of the Sefton residence was just as nice as the exterior, Kurt had to admit; it looked like the perfect vision of the happy home. Amanda promptly led Kurt into the living room, where a tall, stately African-American man, clad in a blue long-sleeved shirt and brown slacks, and a fairly tall, elegantly built lady, with golden-hued skin, and long, chestnut hair, clad in a fairly long, beautifully stitched multi-coloured skirt, with a long-sleeved, wine-coloured blouse. "Mom, Dad," Amanda began, "this is Kurt, my boyfriend."

Kurt managed a nervous smile. "Uh…h-hi."

Amanda's father smiled. "No need to worry, son; we're not going to bite." He extended his hand. "Bob Sefton."

Kurt shook it. "Nice to meet you, sir."

Amanda's mother nodded, smiling. "Margali Sefton." she added, her voice carrying an accent Kurt couldn't quite place; he couldn't help but feel that he'd seen her before. "Amanda has told us so much about you!"

Kurt tried to keep a goofy smile off his face. "Good things, I hope..?"

Amanda giggled. "Nothing _but!_"

Margali's smile grew. "Why don't I get you both something to drink before you head off?" she suggested. "What would you like, Kurt?"

"Uh…just vater, zhanks."

As Margali headed into the kitchen, the rest of them sat down, with Kurt and Amanda sitting on the couch, and Bob in the chair across from them. "So, Kurt, how's school?" Bob inquired.

"Oh…it's going okay." Kurt answered. "Zhe classes aren't too tough."

"Good to hear." Bob said. "Any extracurricular activities?"

Kurt gulped. "Uh…vell…"

"_Daddy,_" Amanda chastised, "you _said_ you weren't going to give him the third degree."

Bob chuckled. "Sorry, honey, but you can't blame me for being curious."

By then, Margali had returned with their drinks: water for Kurt, orange juice for Amanda, and soda for her parents. "Kurt," Margali began, "you're from Germany, aren't you?"

"Ja."

Margali smiled. "I've passed through there, a few times, before." she said.

"Margali used to be a fortune-teller with the Munich Circus." Bob added, grinning. "We met when I asked her to read my palm."

Margali softly blushed. "I liked what I saw."

Kurt blinked. "Mrs. Sefton…vas your maiden-name…_Szardos?_"

"Why…yes!"

Kurt smiled. "I _knew_ I recognized you! You're zhe Amazing Margali!"

Margali softly laughed. "Oh, _Gott_, I haven't heard anyone call me that in _ages!_" she exclaimed. "But how did you..?"

"_I_ used to be in zhe Circus!" Kurt laughed.

Margali's face brightened as she recognized him. "The Incredible Nightcrawler!" she exclaimed. "I'd _heard_ that they'd hired a new acrobat after I'd left! You're Johann and Maria's boy, aren't you?"

"_Jawohl!_"

Bob laughed. "We actually saw a few videos of your performances, Kurt; my _God_, how did you pull off some of those stunts?"

Kurt chuckled. "_Hours_ of practice, sir."

Margali smiled. "That was quite a costume you used; I think I actually saw you hanging on the trapeze by its _tail!_ How did you do that?"

Kurt's smile became a bit forced. "Uh…trade secret, ma'am."

Checking her watch, Amanda looked to her parents. "Mom, Dad, the museum might be full, by now…"

"Oh, alright, sweetheart." Bob said. "Well, it was nice meeting you, Kurt; I hope you both have a good time at the museum."

Margali nodded. "Be sure to say hello to your parents the next time you're talking to them!"

"I vill!" Kurt promised. "It vas nice meeting you!"

"Just be back before curfew, young lady!" Bob said.

"I will! 'Bye!" Amanda replied, before she and Kurt headed outside.

As they walked towards the bus stop, Kurt let out a sigh of relief, while Amanda just giggled. "That wasn't so bad, now, was it?"

"_Ja_, just like pulling my tonsils out through my _cheeks._"

Amanda laughed, playfully swatting his shoulder. "_Meanie!_ It wasn't _that_ bad!" she teased. "The important thing is that they _like_ you…like I _knew_ they would."

Kurt chuckled, as he looped a loverly arm around Amanda's shoulders. "Remind me to _alvays_ listen to you, 'Mandy."

"Sound advice." Amanda cooed. "Anyway, let's get going." With that, they continued on to the bust station…as Amanda suppressed a grimace, as her headache started to return…

XXXXXXXX

_New York Museum_

It was early in the afternoon when Wanda, along with Scott, Jean, Kitty, Lance, Piotr, Anita, Alison, Jubilee, and Bobby reached the Museum. As she looked around, Wanda sighed. "No sign of the little wart, yet."

Kitty playfully nudged Lance with her elbow. "I guess Wanda never learned that denial _isn't_ just a river in Egypt."

Wanda scowled at Kitty. "_Shut_ it, Pryde."

"Hey, aren't Kurt and Amanda supposed to be here?" Bobby asked.

"They must be getting a later bus." Jubilee mused.

Scott nodded. "I guess we could look around for a bit until they get here, before we head to the new exhibit."

"Very well." Anita agreed. "There was an exhibit on ancient spell-texts that I wanted to look at."

Piotr nodded. "There was gallery of paintings by Picasso I wanted to see."

Anita chuckled. "Seeking inspiration from the old masters?"

"You could be saying that."

Wanda frowned. "Todd had _better_ not be late…"

"Hey, Wanda."

At that voice, Wanda turned around to find…"_Todd??_"

As they saw him, the others were _all_ amazed at Todd's near-_miraculous_ transformation: his hair was well-combed, and slicked back, with a few tufts over his forehead; his tattered clothes had been exchanged for brown slacks, a dark blue t-shirt, and a black jacket; his face was clean, as were his teeth, and he held a bouquet of roses in his hand.

Wanda blinked incredulously. "What did you _do??_"

Todd chuckled. "I…I took a bath, that's all."

Alison managed a soft chuckle. "Oh, so _that's_ what the screaming I heard across town was." she teased.

Todd smiled nervously as he handed the bouquet to Wanda. "I…I figured I'd pick these up, along the way; that's why I was a little late."

Wanda suppressed a blush as she lightly smiled, accepting them, before inhaling their fragrance. "They're…they're beautiful, Todd; _thank you._"

Jubilee giggled. "Roses _and_ a mega-makeover, Wanda?" she whispered. "If _any_ guy deserves a chance…"

"_Can_ it, Lee." Wanda muttered.

Todd took a deep breath. "I…I kinda heard that you were waiting for Fuzzy and his date," he said, "so…you wanna look around?"

Wanda managed a smile. "Sure." She looked to the others. "See you in a few." With that, she and Todd walked off, as the others went their separate ways.

As Scott and Jean headed towards one of the science exhibits, Jean smiled. "They _do_ make a cute couple."

Scott chuckled. "Yeah, but it'll probably take an earth-shattering event to get Wanda to _admit_ it." he quipped. "Just look at how long it took _us._"

"Oh, shut _up!_" Jean laughed, swatting his shoulder. "We weren't _that_ clueless!"

Scott grinned. "Well, maybe _you_ weren't…" he began, but his voice trailed off as they rounded a corner…and came upon Doctor Strange, clad in a dark red trenchcoat over his black slacks and blue silk shirt. Next to him was a fairly tall, elegantly built woman, apparently in her mid thirties, with fairly long, shimmery silver hair, silver eyes, and moon-white skin, clad in dark red-violet pants, and a mid-length red-violet jacket with matching gloves.

As they rounded the corner, the good Doctor spotted them, and smiled. "Ah, Mr. Summers, Miss Grey," he greeted, "I trust you are well?"

"We're fine, Doctor." Scott answered. "But…what are you doing here, if you don't mind me asking?"

Doctor Strange gestured to the lady next to him. "Clea and I were investigating a mystic signature emanating from this exhibit." he explained. "More often than not, ancient artefacts as these possess mystical properties…which the theft yesterday clearly indicated."

Clea nodded. "The gem stolen was known as Zeus' Tear." she added. "As legend has it, it was shed by Zeus, in mourning for the injury done to his brother, Odin, which cost him his eye; as such, the gem holds a fraction of Zeus' power."

Scott's eyes went wide behind his shades. "You're _serious?_"

"_Deadly_ serious, Scott; we _never _jest regarding matters of the supernatural." Doctor Strange said. "Perhaps even more dire is the fact that a mystic signature lingers here _after_ the theft…indicating that another mystic artefact lies in the exhibit."

"You think that this thief is going to try and steal it?" Jean asked.

"It is very likely." Clea said. "Which is why we _must_ find it first."

"We'll keep our eyes open." Scott said. "Good luck." With that, both the Sorcerer and Sorceress Supreme walked off, to continue their search.

Jean sighed. "Is it _too_ much to ask for a nice, _normal_ day?"

Scott chuckled. "Since when is _normal_ a word that can be used to describe our lives, Jean?"

Jean smiled. "True." she replied. "I just hope this doesn't mess up Kurt and Amanda's date."

Scott nodded. "Hey, weren't we supposed to meet some friend of Amanda's here, too?"

"Yeah; I think her name is Rachel." Jean answered. "It's weird; I've never seen her around school…"

"Excuse me?"

Turning, they found a violet-haired, pale young woman, clad in a dark violet t-shirt and black jeans, with an iridescent gem-tattoo on her forehead, standing behind them. "You're friends with that guy Kurt, right?" she asked softly. "I was supposed to meet him and Amanda here…"

Jean smiled. "You're Rachel, aren't you?" she said.

Rachel lightly flinched, as if unused to such a kind response. "Yeah."

Scott smiled, as well. "Hey, nice to finally meet you." he greeted. "I'm Scott, and this is…"

"I know who you both are." Rachel said quickly. "L-Look, I'm kind of in a hurry; are Amanda and Kurt here, yet?"

Jean shook her head. "Not yet, I'm afraid…"

Rachel frowned. "Okay; I'll just go wait for them." With that, she quickly walked off, darting around a corner.

Scott hurried after her. "Hey, if you want, you can hang with…us?" He had just rounded the corner…

…and found the adjacent corridor empty; no-one was there…and the shadows cast by the exhibits seemed…_longer…_

Then, as if he had just imagined it, the shadows shrunk, regaining their normal hue. "Weird." Scott muttered, as he walked back towards Jean. "She's gone…"

Jean looked grave. "That's not all." she murmured. "Scott…I couldn't feel her presence; it was like she wasn't even _there…_"

Scott's eyes went wide. "But…_how..?_"

"I don't know, Scott." Jean said. "We'd better find Kurt and Amanda; this 'Rachel' is _clearly_ more than she appears." With that, they both hurried off.

XXXXXXXX

About fifteen minutes after getting on the bus, Kurt and Amanda _finally_ arrived at the Museum. "I wonder what the new exhibit is like." Amanda mused as they walked in.

Kurt chuckled. "I just hope zat ve didn't miss Todd and Vanda's date…" he began…before he bumped into someone. "Oh, _Gott_, I'm so sorry, Miss!" Kurt cried, as he turned towards the lady he'd bumped into.

The tall, elegantly built, blue-eyed, ebony-haired woman, clad in slim blue jeans, and a light blue long-sleeved shirt, with a multi-coloured scarf encircling her waist, smiled gently. "Think nothing of it, Kurt."

Kurt blinked. "How do you know my name..?"

The woman laughed a chiming laugh. "Do I _really_ look so different without my armour?"

Kurt was silent for a moment…and then his eyes went wide. "_V-V-Vonder Voman??_"

Wonder Woman nodded. "And I presume that this is the Amanda whose praises you have been singing of late..?"

Amanda gulped. "It…it's an honour, Miss…uh…Wonder…um…w-what should I c-call you..?"

Wonder Woman softly chuckled. "I do not mean to offend, young ones, but, truthfully, I would prefer if you did not address me at all, for the time being." She dropped her voice to a conspiratorial whisper. "I am what you would call 'undercover;' there was a break-in, yesterday, and we have reason to believe that the culprit may try again."

Kurt's eyes went wide. "_Oh!_" he whispered. "V-Vell, don't let _us_ get in zhe vay!"

"What about the rest of the League?" Amanda inquired. "Are they here, too?"

Wonder Woman suppressed a knowing smile. "They are…close by." she said...as her expression saddened. "We did not want to risk Aresia escaping again."

"Aresia?" Amanda asked. "Is that the name of the crook you're after? Do you know her?"

Wonder Woman nodded sadly. "She is one of my sisters; one of my fellow Amazons." she admitted. "I do not know why she has betrayed the Amazons' code so, but I _must_ find out."

Kurt nodded. "Vell, some of zhe others are here, too; if you need us, ve're ready." He then looked sheepish. "Of course, if you don't _really_ need us, zhen…"

Wonder Woman softly chuckled. "I understand _perfectly_, Kurt; I would not wish to spoil your afternoon." she replied. "I hope you have a pleasant visit; good day." With that, she walked off.

Amanda smiled. "'Singing my praises'?" she cooed.

Kurt chuckled sheepishly. "Vat can I say, 'Mandy? You've completely and utterly _enchanted_ me, _mein liebe._"

Amanda started to blush. "_Kurt…_"

"Vat? It's _true._"

Amanda giggled. "Come on, Fuzzy; let's go see the rest of the exhibit." With that, they headed on, further into the museum.

Before long, they had reached the part of the exhibit housing the newest findings from Greece; they walked into the main hall of the exhibit, and were greeted by the sight of an _enormous_, jet-black suit of armour…and there, standing in front of it, was a fairly tall, slim, pale girl, with mid-length violet hair, clad in black jeans and a violet blouse.

"Rachel!" Amanda exclaimed, rushing over to greet her. "Hey, Rache!"

The girl – Rachel – lightly smiled back. "Hey, Amanda." she replied softly. "I'm…glad you made it."

Amanda's smile grew, before she gestured to her boyfriend. "Rache, this is Kurt, my boyfriend; Kurt, Rachel."

Kurt smiled pleasantly. "Hey, it's nice to meet you!" he said. "You go to our school, right?"

Amanda half-frowned, playfully elbowing him. "_Kurt!_" she teased. "I'm sorry, Rache; for _some_ reason, my doofus of a boyfriend can't seem to remember seeing you around the school."

Rachel chuckled dryly. "I'm not surprised, Amanda; I suppose I've long since developed an uncanny ability to blend in."

Kurt chuckled. "Lucky you!"

Rachel's smile evaporated. "Yeah." she said flatly. "Lucky me."

Amanda looked concerned. "Rachel…is everything okay?"

"Yeah." Rachel said quickly. "Yeah, I'm fine; I'm just…a little on-edge, today, that's all."

Kurt looked sympathetic. "Anything ve can help vith..?"

"Forget it." Rachel said, smiling weakly. "I…I just want to enjoy today, okay?"

Now Amanda was _really_ concerned. "Rachel..?" she began, but before she could inquire what her friend meant, she was cut off by the sound of a janitor's bucket getting knocked over, followed by a familiar voice.

"Aw, _dang_ it!"

Turning, Kurt suppressed a chuckle as he saw Clark, in his reporter getup, with his left pant-leg soaked up to his shin, walk into view, followed by Peter. "Ah, _guten tag_, Herr Kent!" he greeted.

Spotting Kurt, Clark smiled back. "Good day to you, too, Mr. Wagner." he replied. "And Miss Sefton."

Smiling in recognition, Amanda replied, "I remember you! You did that interview on Jean, last year!"

Clark chuckled. "Yeah, I remember that, too." he agreed, scratching the back of his head. "A fall like _that_ is kinda hard to forget."

Peter laughed. "No kidding!"

Amanda lightly giggled. "Oh, I almost forgot!" she said, as she started to turn. "I'd like you to meet my good friend…Rachel?"

Rachel was gone.

Amanda blinked. "But…she was just here!"

Clark looked concerned at that…before his eyes went wide. "Did…did you guys hear that?"

Amanda blinked. "Hear what?"

Kurt gulped, and played along. "I-I zhink I heard it, too, 'Mandy!"

Peter nodded. "Did it come from the gemstone section of the exhibit?"

"I think so." Clark confirmed. "I think we've got our story, Pete! Let's move!" With that, they both hurried off.

Stricken, Kurt looked to Amanda. "I'd better go check zhis out, too, 'Mandy; I'll be right back, okay?"

Amanda looked worried at that…before she slowly nodded. "Okay, but be careful." she said, before giving him a peck on the cheek.

"I vill, _liebe._" Kurt promised, before he hurried off, after the others.

XXXXXXXX

"Well, I guess I should've seen _this_ coming."

After leaving the others, Wanda and Todd strolled through several art galleries, talking about this and that – which hadn't been _nearly_ as annoying as Wanda had thought it would be – before they came to the Museum's Insectarium.

As they looked upon the dozens of insects on display within glass cases, Wanda shook her head, chuckling. "I'm guessing that this place is like an all-you-can-eat buffet, right, Todd?"

Todd half-frowned. "Contrary to popular belief, Cuddlebumps, my interest in bugs _isn't_ solely dietary." he defended. He then pointed to one fairly large bug, dark in colour, with fairly large wings. "Take a look at _this_ lady, Wanda."

Wanda lightly grimaced. "_That's_ a fly I hope I never bump into."

Todd shook his head. "That's no fly, Sweetums; that's a desert wasp, better known as the Tarantula Hawk. She's one of _the_ greatest hunters of the insect world; she's absolutely _fearless,_ and willing to take on prey over a hundred _times_ her own size."

Wanda blinked. "I thought wasps had stripes…"

"Only hornets and yellowjackets, Wanda; they're the most common kind of wasps around here, but they're not the _only_ kind." Todd corrected. "Anyway, she's called the Tarantula Hawk because, right around the time she's going to lay her eggs, she hunts down a tarantula – the bigger, the better – and then she swoops down and stings it."

"She kills it?"

"Nope…but _believe_ me, that spider probably _wishes_ that she _did._" Todd answered. "She just paralyzes the spider, and then lugs it all the way back to her nest in the ground, and drags it in, so she can lay her eggs on it; after a little while, those eggs hatch into grubs, and find out that their momma left 'em all the fresh, live spider they can eat – by paralyzing the spider, the wasp made sure that her kids' meal doesn't go bad."

"Interesting…if a little morbid." Wanda observed. "But…why doesn't the wasp hunt for her offspring's meal _after_ they hatch?"

"She _can't._" Todd said. "She dies shortly after laying her eggs."

Wanda frowned. "Poor wasp."

Todd shrugged. "Not really, Wanda." he thought aloud. "She lives a lot shorter than _we_ do, but from _her_ perspective, that's about as long as she likely _wanted_ to live. Plus, she's done what nature wanted her to do: she's passed her genes to the next generation, and did her best to make sure her kids can survive."

Wanda smiled. "How do you know so much about bugs?"

Todd smiled sheepishly. "Well…funny story, Wanda; _true_ story, actually." he confessed. "It was shortly after my powers first showed up – and my parents booted me out – that I started to develop a taste for bugs…which I really didn't have a choice about, due to the fact that I was starvin', and that my tongue seemed to have a mind of its own." He chuckled. "You think I _consciously_ started snackin' on flies, Wanda?"

Wanda chuckled. "Probably not."

Todd nodded…before he grimaced at a memory. "Anyway, it was about a week after the kick-out that my tongue mistakenly locked-onto a _ladybug._"

Wanda lightly frowned. "That wasn't exactly nice."

"No _kidding_ it wasn't nice, Wanda; they taste _terrible!_" Todd lamented. "I _gagged_ the _second_ it was in my mouth; I was retching for _hours!_"

Wanda couldn't help but chuckle. "And that's when you started learning about bugs."

Todd nodded. "I did _not_ want that to happen again, if I could help it." he agreed. "Looking back, though, I'm kinda _glad_ that ladybug made me gag, or else I wouldn't have found out how cool bugs can be." He chuckled. "If I ever get through high school and into a college or university, I'd like to study Entymology."

Wanda was impressed to hear that. "Wow, Todd…I never would have guessed."

"Most don't." Todd answered, shrugging. "I mean, who knows? We haven't documented all the different insect species, Wanda; there could be a bug over in the rainforests whose spit can cure AIDS, or cancer, for all we know."

Wanda nodded. "You could be right." she agreed…before she smiled. "Plus, you get free eats."

Todd laughed. "Yeah; cool research and free grub…and they'd _pay_ me to do it!"

Wanda couldn't help but laugh. "Sounds like a perfect job for a frog." she teased.

"Hey, it sure beats anything _else_ I could have hoped for!" Todd said with a grin. "And who knows? Maybe being a research professor or whatever will help girls overlook the fly-munching goofball I am today."

Wanda softly smiled. "Maybe," she said, "but _then_ they wouldn't like you for the _real_ you."

Todd lightly smiled. "Know anyone who _does?_"

Wanda's smile became a bit coy. "I…_might._"

Todd grinned. "Great; send her in, would ya?"

"Oh, shut _up!_" Wanda laughed, lightly swatting the back of his head with a hex-charged palm that caused his hair to frizz…before she realized how close their faces were.

Neither of them moved or said a word for several minutes…and in that eternity, Wanda noticed that, behind the murky film coating them, Todd's eyes were actually a light, forest-green, while Todd wondered if any other girl alive had eyes the same shade of beautiful ocean-blue that Wanda had. '_Should I kiss her?_' Todd inwardly panicked. '_This is the perfect opportunity, right? Seize the day, right?_' His common sense quickly caught up to him. '_But, oh man, if I'm wrong, she'll hate me!_' Finally, he calmed himself. '_Aw, screw it, I didn't want to live to be old, anyway…_' Slowly, he started to inch closer… '_Oh, God, please don't let me screw this up…_'

He was less than a _centimetre_ away when Wanda suddenly gasped, and pulled back. Todd _instantly_ knew he'd messed up. "Oh, _God_, Wanda, I'm so sorry!" he cried. "It's my breath, isn't it? Aw, man, I _knew_ I should've brushed my teeth that fourth time..!"

Wanda blinked. "W-What?" she said…before she understood. "Oh, _no_, Todd!" she exclaimed. "_You_ didn't do anything! I just got a call from Jean; she and Scott got an alert from Kal – someone's trying to steal from the museum!"

Todd's panic subsided. "Oh." he said. "And I guess you and your pals need to back him up, right?"

Wanda nodded. "Jean sent me the plan; I have to get going." her expression turned sad. "I'm so sorry…"

"Need any backup?"

Wanda blinked…before she smiled. "You don't mind putting our date on hold?"

Todd chuckled. "Snookums, if I let a beautiful lady rush into danger without tagging along to back her up, it would just break my poor old Granny Tolansky's _heart,_ to hear I'd forgotten what she always taught me."

Wanda smiled. "Wise woman." she replied. "In that case, let's go!" With that, they both hurried off, to rejoin the others.

XXXXXXXX

_A few minutes earlier_

After leaving Amanda, Kurt followed Clark and Peter to another section of the exhibit, where the gemstones were stored, moving past numerous museum patrons, and reaching the corridor where the rarest gems were stored…just in time to see an armour-clad woman smash her fist through a glass display case, and remove a large, clear blue gemstone, set in a gold eyelid-like frame, with its name on the base of the case: _the Eye of Odin._

'_Well, I guess this is Aresia._' Kurt thought, gulping. '_I __**knew**__ that something like this was going to happen…_'

As museum patrons fled in terror, Clark politely cleared his throat. "Um…Miss?" he asked. "I realize I'm not the expert, here…but I don't think that belongs to you."

The thief's eyes narrowed angrily. "Even if I cared one _whit_ about what you thought, man-filth, I would not yield to a _spineless_ _whelp_ as yourself!" she snapped. "Now _begone!_"

"Okay…sounds like _somebody_ has issues." Peter quipped. "I think someone needs to put 'anger management' on her list of New Years' resolutions…"

Aresia's expression twisted in fury, as she drew her bow and fitted an arrow to it. "I will _not_ warn you again!!"

Clark grimaced. "Look, we can _talk_ abut this!" he cried…while putting his hand behind his back, motioning for both of them to split up, and try to outflank her.

Aresia smirked. "The time for talking, _coward_, has _long_ passed!" she sneered, and with that, she let her arrow fly.

Positioning himself just so, Clark took the arrow in the shoulder, pretending to stumble back, as if driven by its momentum, to crash into a nearby janitor's closet down the hall, taking "Clark Kent" out of the picture and giving Superman an opportunity to show up, while Peter and Kurt split up, circling towards Aresia from both sides.

Hissing in fury, Aresia nocked another arrow, and prepared to let it fly…but she was suddenly blinded by a flash of light, as Peter reached her first, and fired off a rapid barrage of snapshots, with the flash on full power. "Oh, yeah, that's it; _work_ the camera, babe! The lens just _loves_ you..!"

And then Aresia's eyes adjusted to the flare, as her hand shot out, and grabbed Peter by his collar, lifting him off the ground. Peter grinned sheepishly. "So…one last close-up?"

Aresia was about to put her _fist_ through Peter's face, when a blue prehensile tail stealthily snatched the Eye of Odin from her belt-pouch, as Kurt leapt away. "Sorry, _fraulein_, but stealing is _wrong._"

"You filthy blue _animal!!_" Aresia screeched, as she _threw_ Peter across the room, causing him to smash through numerous display cases, before she drew her bow and took aim…but Kurt easily 'ported away before the arrow hit. Her eyes narrowing, Aresia drew another arrow, firing again…and likewise missing. As Kurt 'ported away, Aresia drew a _cluster_ of arrows, fitting them _all_ to her bow, before waiting…and then turning, firing them all at _once._

Her arrows screamed from her bow _just_ as Kurt emerged from his 'port; seeing several of the deadly projectiles shoot towards him, Kurt twisted and turned in midair…which both threw off his landing and caused him to drop the Eye, which went skidding across the floor as he crashed into a nearby display case. Walking towards him, Aresia picked up the eye, before she nocked another arrow, pulled back the string, and prepared to fire. "Give my regards to _Hades_, man-filth."

"Tell him _yourself_, Aresia."

That voice startled the renegade Amazon, spoiling her aim, as a golden loop snagged her by the wrist and pulled her off her feet, sending her towards Wonder Woman, who sent her flying with a punch. Aresia went skidding across the floor, but did a handspring, coming back up on her feet. "You _still_ defend these creatures, Sister?!" she spat. "You're a _disgrace!!_"

"You're not much of one to talk, Aresia; you're nothing but a common _thief._" Wonder Woman retorted. "And we have no _tolerance_ for thieves; surrender now, Aresia…or I will _personally_ drag you back to Mother and let _her_ deal with you."

Aresia smiled coldly. "I used to be _so_ scared of you, Diana; a few years ago, that might have scared me." Her eyes narrowed. "But _not anymore_, Sister; I'm _through_ cowering before you." With that, she turned, and ran off.

Wonder Woman's eyes narrowed, as she turned to the recovering Kurt. "We mustn't let her escape! After her!" With that, she sprinted after her sister, and Kurt could only follow…but not before noticing with a smile that Clark and Peter were already gone…

XXXXXXXX

As numerous museum patrons fled in fear of her, Aresia raced through the hallways, searching for her _true_ target; she _knew_ she'd seen it here…

She had just rounded a corner…when she was hit with a blinding flash of light; clearing the spots from her eyes, Aresia saw that the light-burst had come from a young, dark-haired girl, just a few feet ahead of her. Her eyes narrowing, Aresia stormed towards the little wench, to teach her a _lesson_…

…when she slipped on a patch of ice, falling flat on her rear. Utterly startled, Aresia quickly got back to her feet…and was just in time to evade a blast of intense cold from her right side. She quickly turned, an arrow automatically ready to fire…and found a young man-child…seemingly made completely of _ice._

The ice-whelp grinned. "Lady, it looks like you _seriously_ need to chill out." And with that, he fired another pulse of frozen air at her. Quickly rolling to the side, Aresia dodged the attack, putting her bow away; she would have liked nothing more than to _smash_ the little whelp into ice-shards…but she _had_ to reach her objective before her dear 'Sister' caught up with her. Scowling to herself, Aresia turned, and sprinted down another corridor.

Aresia had only gone several meters when she spotted a brown-haired male youth a few feet ahead of her…but before she could draw her bow, the youth's eyes narrowed in concentration, as he gestured to the ground…and summoning a massive wall of rock up from the bowels of the earth, completely blocking off her path. Utterly bewildered, Aresia came to a stop, wondering how in _Hera's_ name there could still be mortals who held such favour with Gaea…but she had not gotten far in her wonder, when – to her incredible surprise – a brown-haired girl emerged from the ground, as if it were no more than a cloud of fog, her upper torso leaning out of the rock…and before Aresia could react, the girl grabbed her by the shoulder, and passed back into the rock, slamming Aresia into the stone face-first.

Wiping the trickle of red from her nose, Aresia turned towards an adjacent corridor…only to find another chestnut-haired girl in her path, as said girl opened her mouth, and unleashed a high-pitched, _deadly_ shriek, enough to make the _Sirens_ jealous; crossing her arms in front of her, Aresia braced herself, as the force of the scream pushed her back several feet. Once the shriek's force had subsided, Aresia quickly drew her bow and let fly with an arrow…but the arrow was promptly intercepted, as a tall, strongly built male, apparently made of _metal_, stepped in front of the girl, causing the arrow to bounce off his armoured skin harmlessly.

_These_ had to be Diana's 'friends,' the ones her benefactor had warned her of…but _nothing_ could have prepared her for _this._ '_Merciful Hera, what manner of creatures __**are**__ they?_'

Before the metal male and the mortal Siren could react, Aresia sprinted down another corridor, closing on her objective…before she saw _another_ male youth, whose eyes were hidden by lenses of dark red glass – undoubtedly, another of her 'Sister's' compatriots; quickly, Aresia darted to the side as the strange male slid his lenses down from his face…_just_ before a deadly red beam shot from his eyes. Before the male could fix his unnatural gaze on her, Aresia swiftly closed on him, leaping at him with a haymaker; the youth attempted to block, but her Amazonian strength tore through his defense like paper, sending him flying…only to stop in mid-air, as a red-haired young woman stepped into view, her hand gestured towards him, as the male slowly descended to the floor.

The male chuckled. "Thanks, Jean."

The girl smiled back. "Anytime, Scott." she replied…before she glared at Aresia, her eyes glowing an unnatural red, as she sent a pulse of ethereal fire at her, supplemented by the glass-eyed youth's eye-beam.

Darting to the side, Aresia drew and fired two arrows at her attackers…which were suddenly snatched right out of the air by a golden blur…as a yellow-haired girl came to a stop in front of her, holding the two arrows in her hands. "I think _these_ are _yours._" the girl said…before she _flew_ at Aresia with unnatural speed; Aresia had _just_ enough time to meet her charge, as the girl matched her strength for strength…but Aresia was _just_ able to see the way that her foe's weight was momentarily placed on her left side – it was a weakness that most warriors wouldn't have been able to take advantage of, given the wench's speed.

But Amazons _weren't_ 'most warriors'.

Her eyes narrowed, Aresia slammed her foe with a headbutt, stunning her, before unleashing a shoulder-thrust into the girl's left side, destroying her balance and sending her stumbling, as Aresia grabbed her and _threw_ her into the other two, knocking all three of them down, before she raced off, towards her objective.

Aresia had barely gone a foot when a short, gangly-looking youth hopped in front of her. Her anger building, Aresia charged _straight_ at the upstart, who crouched low…and _leapt_ right _over_ her, looking down…and _spitting_ at her!!

Her fury reaching _untold_ levels, Aresia turned towards the whelp as he landed, ready to _destroy_ him…but found that she couldn't move; looking down, her eyes went wide as she saw that her foot had been encased in a glob of green _sludge_…which the whelp had clearly launched at her.

The toadish whelp grinned. "All yours, Cuddlebumps!"

At that, a red-and-black-clad young woman stepped into view, with blue-black energy coalesced around her fists, who simply gestured towards her…and causing the sludge to instantly harden, as the glass cases around her spontaneously shattered, sending a cascade of razor-sharp glass shards towards her.

Showing no fear, Aresia drew her hunting knife, and sliced apart any shard that flew too near, before catching the last one in her hand, ignoring the bite of its edge, and _threw_ it at the young sorceress; as she'd expected, the toadish whelp leapt towards the shard, knocking it down with a sludge-glob…and hopping _right_ into her range; the whelp let out a shrill shriek as she grabbed him by the throat, pulling him up to glare at him.

The whelp smiled nervously. "Y'know…I never _really_ thought violence solved anything, anyway…"

"Oh, _really?_" Aresia sneered. "Well, then, cowardly _filth_…allow me to _disagree._" And with that, she pulled her arm back and _threw_ the toad towards the sorceress, before drawing and firing a pair of arrows; as she'd expected, the sorceress quickly halted her ally's flight…which gave her no time to deflect her arrows..!

"_Repulsos!!_"

"_I summon the benevolent Rings of Rangador! Aid these young ones!!_"

As the ruby rings of high-level defensive magic encircled her opponents, deflecting her arrows, Aresia was sent flying by a repulsing force-blast; recovering quickly, she turned around…and spotted a red-cloaked middle-aged male, with a silver-haired woman in dark magenta robes to his side.

The Sorcerer Supreme and his wife; her benefactor had warned Aresia of _them_, as well.

Dr. Strange's eyes narrowed, as red mystic energy gathered in his hands. "Return what you have stolen, Amazon; you are playing with forces too great for you." he ordered sternly.

Aresia saw _red._ "I could say the same of _you_, magician!!" she hissed, before she drew another arrow, took aim, and fired…piercing the red metal trigger for the building's fire-suppression system; instantly, an endless cascade of water spilled down from metal pipes above their heads, distracting her foes enough for Aresia to dart into another corridor.

As she ran, Aresia _finally_ caught sight of her target, the very _reason_ she had come here…but before she could reach it, she tripped, as a thin strand of web shot down from the ceiling and adhered to her foot, before it yanked her right off her feet.

"Hey, fancy seeing you here!"

Aresia's eyes narrowed in fury as she saw Spider-Man drop down from the ceiling, hanging on a line. "_You again?!_"

Spider-Man chuckled. "Pesky little bugger, ain't I?"

Shrieking in rage, Aresia swung at Spider-Man, who zipped back up to the ceiling, before flipping over her head to land behind her. Instantly, Aresia fitted an entire _cluster_ of arrows to her bow, and let them fly; there was no _way_ she could miss..!

Suddenly, a thundering boom shook the air, as a red-and-blue blur darted past her, moving between her arrows and Spider-Man…before coming to a stop, revealing itself to be a tall, powerfully-built male, clad in a red-and-blue uniform, with a red cape, red boots, a yellow belt, and a red 'S' crest upon his chest, within a red-outlined yellow diamond…with every single one of her arrows in his hands.

The man smiled pleasantly as he dropped her arrows. "Hi." he greeted. "How's it going?" Aresia's eyes narrowed, as she drew and fired another arrow in reply…only to see her opponent catch it in his hands. Angrily, Aresia fired another arrow…which was promptly caught; drawing _two_, she fired again…and then fired _three_…and then drew _ten_ arrows, firing one right after the other…but the stranger caught them all effortlessly.

The man sighed. "Look, you can keep shooting and I can keep catching, but we'll be here all day, in _that_ case." he said. "You have some things that don't belong to you; return them, and things will go easier for you."

Aresia's face twisted in _rage._ "I will _NEVER_ surrender to a _filthy MAN!!_" she exploded, and with that, she came straight at him, her fists clenched; one hit would knock his head _clear_ of his body..!

Effortlessly, the man _caught_ her fist in his hand, as if she were no more than a misbehaving _child._ "You were right, Wonder Woman; she's not going to go quietly." With that, he deeply inhaled, and then exhaled with the force of a _hurricane_, blowing Aresia across the room…and into the path of Wonder Woman's aerial haymaker.

Her sister's punch knocked her _clear_ across the room, sending her crashing into the torso-plate of a massive suit of black armour, as Wonder Woman and her comrades surrounded her. "For someone so eager to fight me, 'Sister,' you have _certainly_ done a fair bit of _cowering._" Diana snapped. "We will _not_ ask you to surrender again."

Aresia just _laughed._ "Oh, my _very_ foolish sister…I was not 'cowering'!" she mocked. "I was merely completing my _objective!_" And with that, she got to her feet, turned towards the armour, before grasping its belt-buckle, and pulling it open, as she took out the two gems she had stolen.

It was only _then_ that Wonder Woman recognized the massive armour. "By _Hera…Aresia, __**NO!!**_"

Holding the gems in front of the open cavity of the armour, Aresia began to chant. "_Inanima…enervos…inanima…vitos…_" Seconds after she began her chant, an ethereal light shone from within the armour, engulfing the two gems…before it pulled them inside.

Dr. Strange's eyes went wide, as he, too, recognized it. "_By the Vishanti!!_"

As the armour's buckle snapped shut, a single dot of light began to shine from its visor…as the massive armour began to _move._

"_Uh-oh._" Kurt murmured.

"That's _never_ good." Bobby agreed.

After taking two massive steps, the armour cast its crimson gaze upon them…before it pulled its fist back, readying an attack…

Scott wasn't about to give it the opportunity. "_Scatter!!_" he shouted, as he fired an optic blast, knocking the armour back several feet, as the others spread out; the armour stumbled back, as if stunned…and then raised its arms, slamming them down in an axe-handle strike that shook the ground, knocking most of them to the floor. Spotting Jubilee, the armour stomped towards her, preparing another attack…

Quickly, Bobby fired a stream of ice at the metal monstrosity, freezing it in place, before Superman sent it flying with a punch, knocking it off its feet…before it quickly got up, again, charging at him full-force. Digging in his heels, Superman met its charge, holding it back…and then reversed its attack into a throw, tossing it away. The armour hit the ground, but rolled up onto its feet, before unleashing a massive punch to the ground, collapsing the floor beneath Superman's feet, and burying him beneath the earth.

As she moved towards the massive armour, Aresia laughed. "So much for this 'Superman;' he's just as much a weakling as the _rest_ of his kind!" Reaching into her pouch, she took out a small, red gem, set in a black frame, before adhering it to the armour's chest. "As much as I have enjoyed seeing you, 'Sister,' I must take my leave." With that, she began to softly chant…

"_Jean! Jubilee! Stop her!!_" At Scott's instruction, Jubilee unleashed a pulse of her fireworks, peppering Aresia and interrupting her incantation, while Jean tried to telekinetically smash the red stone…but only succeeded in fracturing it. Before Jean could try again, the stone began to glow, engulfing Aresia and the armour in red light…before taking them away, leaving the others behind.

XXXXXXXX

From her hiding spot behind a nearby display case, a horrified Amanda saw it all; after following her Kurt, she had seen him fight that armoured psycho-chick…and had nearly fainted from watching her almost turn him into a _pincushion_; she'd seen him and the others corner that psycho…only to have her activate a _huge_ suit of living armour and escape with it…but not before burying Superman _alive..!_

With Aresia and the armour gone, Alison was the first to rapidly start digging Superman out. "Kal?" she called. "Baby, are you okay?"

Seconds after she'd said that, the rubble began to shake…before Superman burst free, without even a scratch. "Well, _that_ was fun."

Spider-Man snorted. "Oh, yeah; just like challenging Kingpin to a pie-eating contest."

Wonder Woman's expression was grave. "We should count ourselves lucky; not many can say that they have survived their first encounter with that…_monstrosity._"

"But…vat _vas_ zhat??" Kurt cried.

Wonder Woman's eyes closed. "_That_, Kurt, was the Annihilator Armour."

Anita's eyes went wide. "The _Annihilator?!_" she cried. "It _exists?!_"

"As much as _I_ do."

Todd blinked. "Uh…and for those of us who have _no_ idea what you're talking about..?"

"The Annihilator is one of the most fearsome weapons of the Ancient World." Dr. Strange said. "It was forged by Hephaestus, crafted to resist any attack sent against it…and return it _tenfold._"

Wonder Woman nodded. "It was a weapon that even _Ares_, the quintessential warmonger, feared to wield." she agreed. "Its bloodlust knew no bounds; it slaughtered countless armies – both those that opposed it and those who sought to control it – before its onslaught was quelled."

"And now it's loose in New York." Scott said. "How do we stop it?"

Dr. Strange closed his eyes. "I do not know if it _can_ be stopped…"

"I wouldn't say _that_, Doc." Superman said firmly. "We _know_ that, _somehow_, it was stopped in the past, so it _can_ be done."

Wonder Woman nodded. "The Annihilator is mighty, but _not _invincible." she agreed. "Like all of his creations, when Hephaestus forged it, he undoubtedly crafted a small flaw into it, thus creating a means to keep it in check."

"Okay." Kitty said. "So…what's the flaw?"

Wonder Woman shook her head. "_That_ I do not know; only Hephaestus himself holds the secrets of his inventions."

"Great." Lance muttered. "And I'm guessing that he doesn't exactly have a listed phone number."

"There _is_ a way." Clea said. "There are still portals to the realm of the Olympians; if we can locate one, we should be able to use it to locate Hephaestus."

Wonder Woman lightly flinched. "I know of one."

Alison blinked. "Where?"

Wonder Woman sighed. "My home." she replied. "Themyscira."

"Okay." Spider-Man quipped. "Sounds like a road-trip's in order…" But he stopped as the females of their little band started to chuckle. "What?"

Wonder Woman's smile turned slightly sardonic. "This 'road-trip,' Spider-Man, will not be one that you _or_ half of this group can partake in."

Jean chuckled. "If you knew Greek mythology, you'd realize that Themyscira has a 'No Boys Allowed' policy, Spider-Man." she lightly teased.

Spider-Man blinked. "Oh…right. I knew that."

"The rest of us will have to stay behind, and keep that glorified tin tuxedo from hurting anyone, while you ladies have a little chat with Hephaestus." Superman said.

Turning to his wife, Dr. Strange asked, "Clea, perhaps you could accompany them?"

Clea nodded. "Of course, Stephen; and I am sure that your expertise would prove useful in holding back that steel behemoth."

"Doc, Clea, you two had best 'port the others back to the Institute and round up everyone." Superman suggested. "There's no telling where Aresia could have taken the Annihilator; the League and I will notify all of you when we locate it."

"Agreed," Dr. Strange concurred, "but given that Miss Grey was able to damage the stone that Amazon used, I doubt that she could have gone far."

"Let's hope so." Superman agreed. "We'll let you all know when we've found it; let's _move!_" With that, Superman darted out of the museum at top speed, while Dr. Strange and Clea conjured clouds of crimson haze, 'porting themselves and everyone else away.

Peeking out from her hiding spot, Amanda felt a weight settle in her stomach; Kurt was going off on yet _another_ mission…and there was _nothing_ she could do.

She wasn't stupid; she _knew_ how important her beau's missions with the X-Men were – and she admired him all the more for it – but she often _hated_ being left behind while the man she loved risked his _life_, leaving her powerless to help him..!

Suddenly, out of the corner of her eye, Amanda spotted a familiar face emerging from the nearby shadows; darting back out of sight, Amanda saw that it was none other than Rachel! '_Was she listening, too..?_'

Frowning to herself, Rachel turned, and walked out of the museum, in the same direction that Superman had gone…as her shadow seemed to grow darker, before rising up around her, forming a dark blue-violet hooded cloak, clasped at her collarbone with a dark metal clip, completely shrouding her frame…before she simply vanished.

Amanda didn't know _what_ to make of that. '_She wasn't kidding about being able to blend in…_' she thought, before her eyes narrowed; _somehow_, though she was loathe to admit it, Rachel was involved in this. '_I should probably let the League and the X-Men handle this…_'

But the X-Men didn't know Rachel. Neither did the League.

_She __**did.**_

Her expression turning firm, Amanda stood up, and hurried after her friend, to get to the bottom of this…while trying to ignore the stabbing pains of her ever-worsening headache…

XXXXXXXX

_International airspace_

After 'porting to the Institute to meet up with the others and suit up, Phoenix, Shadowcat, Rogue, Jubilee, Boom-Boom, and Magma were flying across the ocean in the Blackbird, with Wonder Woman, Hawkgirl, Power Girl, Storm, and Clea flying alongside it, as Wonder Woman led the way.

As she flew, Diana frowned worriedly to herself at the thought of returning to her home; she _knew_ it was the only way to stop the Annihilator, and she _was_ glad to be returning…but her departure hadn't _quite_ been on the best of terms…

"Wonder Woman?"

Looking over her shoulder, Wonder Woman spotted Power Girl flying next to her, looking concerned. "Are you okay?"

Wonder Woman smiled lightly. "I'm fine, child." she answered. "I am simply a bit…apprehensive about returning home."

Power Girl blinked. "_Why?_"

Diana sighed. "Suffice it to say that…I may not exactly be welcome."

Flying closer, Storm said, "I had thought that your mother understood your reasons for leaving."

"True," Diana conceded, "but that did not mean that she _approved_; even so, some of my sisters may not be so understanding." She lowered her eyes. "Aresia was proof positive of that."

Just then, Clea spoke up. "I'm detecting a large mystic signature ahead of us; we're getting close…"

Hawkgirl frowned, as her hand went to her mace. "Terrific." she muttered.

Storm looked concerned. "What kind of signature..?"

"Worry not." Wonder Woman assured her. "It is only the spell that Hera cast to hide Themyscira from prying eyes; we will be passing through it, soon." As if on cue, a massive bank of fog rolled up, as if from nowhere, engulfing them and the Blackbird.

"_Wonder Woman?_" Phoenix's voice came through the radio. "_Our radar just went dead; we're flying blind..!_"

"Hold your course, Jean." Wonder Woman instructed. "We should be coming through, right about…_now!_"

At that, the fog suddenly parted, revealing clear blue sky…with a large, pristine, utterly unspoiled island on the horizon, dotted with Greek architecture.

Themyscira.

"_Wow…_" Power Girl murmured. "It's…_beautiful…_"

Despite her worries, Diana smiled with pride at the sight of her home. "Yes, it is." she agreed, as she started to descend, followed by the others.

No sooner had the others had started to disembark from the Blackbird than other Amazons started to crowd around them, their expressions curious…but several wore scowls. Rogue snorted. "Ah don't _believe_ this." she muttered. "Are we _always_ gonna get this kahnd of reception _everywhere_ we go?"

Wonder Woman frowned, as she met the stares of her sisters. "If it is any consolation, Rogue, I do not believe that all of you are the cause." she said quietly. Slowly, she readied herself, just in case…

"Sister!!"

Diana's expression relaxed into a smile as she heard that familiar voice, before a familiar head of ebony hair appeared at the back of the crowd; promptly, the crowd parted, revealing a young woman, seemingly in her late teens, with long, dark hair, bright blue eyes, and a slim figure, her facial features strongly resembling Diana's, clad in a fairly short, black toga robe, with simple sandals upon her feet. "Hello, Donna." Diana greeted.

Smiling happily, Donna embraced her sister. "Sister, I'm so glad you came back! Welcome home!" she exclaimed. Glancing to the others, she added, "Are these some of your comrades from Man's World?"

Diana softly chuckled at her sister's inquisitiveness. "Yes, Donna, these are some of my friends." To the others, she added, "Everyone, this is my younger sister by blood, Donna."

Donna lightly bowed. "I am pleased to meet you all." she said, before bowing more deeply to Clea. "And I am honoured to greet you, Lady Clea." At that, Clea nodded politely.

"We're happy to meet you, as well." Phoenix answered. "I'm only sorry that not all of your people feel as you do."

Turning, Donna then saw some of the expressions directed at her sister, and her eyes narrowed. "By Hera, have all of you taken leave of your senses?" she scolded. "Is _this_ how you greet your Princess? Be _off_ with you!" At that, the crowd of Amazons began to disperse.

Wonder Woman sighed. "I see that my departure is still a sore subject with some."

"I am afraid so." Donna confirmed sadly.

Diana's expression turned worried. "And Mother?"

Donna sighed. "I believe that Mother understood your reasons for leaving, Sister…but she perhaps took your departure hardest of all." she said. "Outwardly, she is fine…but she hardly ever smiles, anymore."

Diana momentarily flinched. "I only wish that this could be a _proper_ visit, Donna." she answered. "I am afraid that the reasons for my return are most dire; we _must_ speak with Mother, quickly."

"Of course." Donna said. "Please, follow me." With that, she hurried off, followed by the others.

As they traveled, Wonder Woman quickly informed her sister of the reason for their visit, which alarmed the younger Amazon to no end. "I…I can't believe it." Donna murmured. "I knew that Aresia had long despised Man's World, but I never thought…"

"_None_ of us did, Donna." Diana said.

"I kinda thought that _all_ Amazons had a hate on for 'Man's World'." Boom-Boom thought aloud.

Donna chuckled. "A common misconception." she answered. "We Amazons only desire to live free from the persecution that we faced in Man's World before our exodus to Themyscira; any ill will we bear towards it stems from the memory of our time there, ages ago. Today, most of our sisters regard it with a mixture of curiosity and wariness." She sighed. "_Most_ of us, at least."

Storm softly chuckled. "Well, I suppose you can't be faulted for that."

By then, they had come to an impressive Greek-style city-state, composed of numerous classical buildings, their white marble shining in the sun; Donna led them towards the largest building, situated in the very center of the city…but they were forced to stop, as the handful of Amazons, armed with spears and shields, stopped them. "State your business." the lead Amazon ordered.

Diana frowned. "Our business, Artemis, is that we must speak with Mother." she replied. "Kindly stand clear."

Artemis' eyes narrowed. "I take no orders from _traitors._" she spat, brandishing her spear. "Be _off_ with you, before..!"

"Before _what_, Artemis?"

At that calm, regal-sounding voice, Artemis' eyes went wide, as she turned around…and saw a tall, elegant woman, seemingly in her thirties, with long, golden hair tied back in a bun, and emerald eyes, clad in a long, white robe, as well as an armoured girdle, with a silver crown atop her head.

Promptly, Wonder Woman and Donna both bowed. "Hello, Mother." Diana greeted.

"M-My Queen," Artemis stammered, "I…I only meant to..!"

"…to _what_, Artemis?" Queen Hippolyta asked coolly. "Greet my returning daughter with _rudeness?_ I had hoped that the Captain of the Guard would have better manners than that." At that, Artemis lowered her gaze, properly chastened, as Hippolyta returned her gaze to her daughters, before glancing to the others. "I trust that these are some of your…friends, Diana?"

Wonder Woman nodded. "Yes, Mother; these are some of the students of the Xavier Institute, the institution of learning I mentioned to you."

Hippolyta blinked…and then lightly smiled. "Ah, yes; the school for young people with gifts from the gods _beyond_ what most are given." she reasoned. "You are most welcome here." To Clea, she added, "And your presence, Sorceress Supreme, is a welcome surprise."

"Thank you, Majesty." Clea replied.

"We're honoured to be here, Your Majesty." Phoenix added. "We only wish it could be under better circumstances."

Hippolyta arched an eyebrow. "How so?"

"Diana and her friends have just come from a battle, Mother," Donna said, "one which _Aresia_ had instigated."

Artemis bristled. "_Impossible!_" she declared. "I had seen Aresia at the archery range not two days ago! She _couldn't_ have made the passage from Themyscira to Man's World in that short a time!"

"Not on her own, no." Diana admitted. "We have reason to believe that she had assistance…especially given the nature of her attack." She took a deep breath. "Mother…she has activated the Annihilator Armour."

Hippolyta shut her eyes. "Merciful _Hera…_"

"This is _ridiculous!_" Artemis snapped. "Aresia could not have reactivated that monstrosity! And even so, why would she? She _despises_ Man's World..!"

"Maybe that's why she did it." Power Girl interjected. "Unleashing an unstoppable force on an unsuspecting world? Sounds like something she'd do, if she hates it so much…"

"Be _silent_, wench! You know _nothing_ of what I speak!" Artemis spat. To Hippolyta, she added, "Majesty, Aresia is one of _my_ students; she would not do this..!"

Hippolyta's expression remained calm, as she turned to Wonder Woman. "What do you intend to do, Daughter?"

"We all know that no conventional force can halt the Armour," Diana answered, "but we _also_ know that a flaw in its design exists; we had hoped that you would allow us passage to Olympus, in order to plead with Hephaestus to divulge its weakness."

Artemis frowned. "Even _if_ what you say is true," she countered, "why should _we_ render aid to Man's World? Let _them_ deal with the Annihilator; it is of no concern to us."

Diana's eyes narrowed. "One of _our_ warriors means to slaughter countless innocents, Artemis; _I_ do not see how it _cannot_ be our problem." she snapped. "But since such a matter of honour means little to you, perhaps _this_ will: once the Annihilator has ravaged the rest of Man's World, _where_ do you think it will come next? _Especially_ if _Ares_ learns of it?"

Donna nodded. "Sooner or later, Aresia and the Annihilator will become our problem, Artemis; I would prefer _sooner_ than later."

Hipplolyta was silent…and then nodded gravely. "As would I."

Artemis looked stricken. "My Queen..!" she protested.

"_Artemis._" Hippolyta sad sternly. "You will proceed to the Temple, and deliver my orders to open the passage at once."

Artemis was silent for a moment…and then bowed. "At once, my Queen." With that, she and her guards turned, and headed off.

Turning back to her daughters, Hippolyta finished, "Donna, you will escort your sister and her comrades to the passage to Olympus."

Donna nodded. "Yes, Mother."

"Thank you, Your Majesty." Storm said.

Hippolyta simply nodded. "Take great care, all of you." she instructed.

"We will, Mother." Wonder Woman promised. With that, they all turned, and headed off, in the direction that Artemis had gone.

Following Artemis' path, they came to a stately Greek temple, reminiscent of the ancient Acropolis; venturing inside, they found Artemis and her guards speaking with the temple attendants. Spotting Wonder Woman and the others, Artemis frowned, before she reluctantly gestured to a door. "The portal lies beyond that door; it will lead you to Olympus."

Wonder Woman nodded. "Thank you, Artemis."

"Do _not_ thank me, Diana." Artemis snapped. "As far as I am concerned, I have invited disaster upon Themyscira by collaborating with you and allowing the presence of outside contaminants, first upon our island, and now within the realm of the gods." She turned to go. "If any harm befalls Themyscira, _Sister_, it is because _you_ have brought it here." With that, she and her guards left the temple.

Shadowcat frowned. "Okay, _what_ is _her_ problem?!"

"Artemis and I have never gotten along, even at the best of times." Diana sighed.

Donna nodded. "Diana has long been the greatest of our warriors." she said. "Artemis has long envied her favour with both the gods and with Mother." She then looked grim. "Artemis was also _Aresia's_ teacher; chances are, her hatred of Diana comes from Artemis."

"Terrific." Rogue said flatly.

Clea's expression turned grave. "We must not delay any longer." she insisted.

Phoenix nodded. "We'd better get moving." With that, they opened the massive door, and headed through.

The door opened into a large room, filled with fine, stone columns, which cast lengthy shadows upon the corners of the room…and at the very end of the room lay a glowing circle of golden light. "This is the portal." Donna said. "It will take us to Olympus."

Diana nodded. "Donna, you had best return, and inform Mother that…"

"No." Donna answered. "I am coming with you."

Wonder Woman's eyes narrowed. "Donna..!"

"We _both_ know that the path to Hephaestus' forge is treacherous at the _best_ of times, Sister." Donna countered. "_Deny_ that you could use another hand."

Diana honestly didn't know whether to hug or strangle her sister. "I cannot."

Hawkgirl chuckled. "That's _your_ sister, all right." With that, they started to walk towards the portal; they were just about to walk through, when Power Girl suddenly stopped. "Ali?" Magma asked. "Are you okay?"

Power Girl momentarily blinked…and then shook her head. "Yeah, I'm fine; I just…thought I'd heard something." At that, they all walked through the portal, into Olympus…seconds before numerous pairs of red eyes started to glare out from the shadows…

XXXXXXXX

_Author's Note: Yes, I'm still alive; thank you all for your patience!_

_For future reference, I am NEVER going to try to work two jobs at once ever AGAIN; if I ever say otherwise, I give you all full permission to SHOOT me._

_That said, I'd actually gotten both parts of this chapter finished…but this stupid piece of #!+ site won't LET me upload the whole thing, so I have to do it this way. Hopefully, I can get the other half up, soon. Enjoy!_


	15. Saturday at the Museum, Part Two

SATURDAY AT THE MUSEUM WITH AMAZONS, PART TWO

_New York City_

It was just another normal day in downtown New York, and the citizens were enjoying one of the few remaining sunny days, despite the nip in the air. It was the kind of day where nothing could go wrong…

Suddenly, a massive, jet-black suit of plate armour appeared in a flash of light, directly in the middle of the road. As citizens ran screaming from the sight of it, and as cars screeched and swerved to get clear of it, the armour just stood there, its faceless head turning, its single eye swiveling in its visor…

Seeing the commotion, several policemen in a nearby coffee shop quickly darted out into the street, drawing their firearms on the metal behemoth. "Alright, you in there, _freeze!!_" one cop ordered, aiming at the armour…which did not respond. "This is your last warning!!" Again, the armour did not respond…which gave the officers no choice.

_Bang!!_

_Bang!!_

The officers' shots spanged harmlessly against the massive armour, without even _denting_ it…causing the Annihilator to turn towards them; raising its massive arms, the armour smashed them down into the concrete with _deadly_ force, sending a massive tremor through the ground, tearing the concrete apart, tossing cars, newspaper stands, and fire hydrants into the air, and sending the policemen flying. As the officers straggled to their feet, the Annihilator's thunderous footsteps filled their ears, until the massive armour loomed over them, its enormous fist pulled back..!

Just then, a sonic boom shook the air, as Superman darted out of the sky, catching the Annihilator's fist in mid-swing, stopping it easily, before yanking the armour off its feet and swinging it around, tossing it a good fifty feet, where it landed flat on its back. With the armour momentarily out of commission, Superman turned to the policemen. "Officers, you have to evacuate this area as fast as possible; we'll keep it busy!" As the officers nodded, and hurried off, to alert the rest of the police force, Superman turned back to the Annihilator…in time to see it charge at him, and slam him with a haymaker; Superman was sent flying, but did a midair flip, to land on his feet, readying himself as the armour came at him.

The Annihilator was only a few steps away when a glob of web splatted over its visor, causing it to pause, as Spider-Man swung towards it. "Hey, Tin-Butt!" Spider-Man shouted. "Halloween was _last_ month!" And with that, he swung low, firing two web-lines at the Annihilator's feet as he darted under its legs, zipping through and using his momentum to pull the massive armour off of its feet, flipping it onto its back. Chuckling, Spider-Man looked to Superman. "You looked like you could use a little help there, Big…_holy..!!_"

He was promptly cut off as the Annihilator got to its feet, tearing the web off its visor, and then grabbing one of the web-lines and yanking him off his feet, spinning Spider-Man around by his own web, before letting go, tossing him towards a wall at breakneck speeds. '_Oh man…I'm gonna feel __**this**__, tomorrow..!_'

But before he could finish his thought, a green energy field engulfed him, stopping him just _inches_ from the wall, as Green Lantern floated down. "You okay?"

"Huh?" Spider-Man asked. "Oh, sure, I'm fine; had him _right_ where I wanted him."

Green Lantern arched an eyebrow. "Uh-huh."

Turning towards Green Lantern, the Annihilator started to stomp towards him…but it got no further, as it started to sink into the ground, stopping up to its neck, as the Martian Manhunter phased himself out of the concrete. "Flash, _now!_"

At that signal, a crimson blur darted towards the Annihilator, running around and around it with blinding speed, creating a miniature tornado around it, pulling it out of the concrete and sending it flying through the air, to land hard on its back, fifty feet away. Darting over to his comrades, Flash looked grim. "_Please_ tell me I'm not going to miss the Kung-Fu Movie Marathon." he pleaded.

"Aw, man, that's _today?_" Spider-Man exclaimed. "Of _all_ the rotten luck…"

"…which is becoming more rotten, as we speak." J'onn said flatly, as he pointed to the recovering Annihilator.

Superman frowned. "Well, I'll say _one_ thing about Hephaestus; he knew his armour." he muttered.

"No kidding." Green Lantern said. "Damn thing just _doesn't_ go down."

Superman's eyes narrowed as the Annihilator stood back up. "Then we'll just have to _make_ it."

"Not alone, you won't."

Turning, Superman smiled as the red haze of Dr. Strange's teleportation spell deposited the Sorcerer Supreme, along with Cyclops, Nightcrawler, Avalanche, Spyke, Gambit, and Krypto, on the road beside them. "Glad you could make a house-call, Doctor."

Dr. Strange chuckled. "I am not above giving a consultation."

"Nightcrawler, we'll need you to get some of these civilians out of here." Cyclops instructed. "Spyke, Gambit, do you guys think you can keep him covered?"

"No problem, Fearless."

"Dat tin can ain' gon' get anywhere _close_ t' Fuzzy."

Superman nodded. "Flash, you'd better help Nightcrawler out; the rest of us will keep the Annihilator off your backs." he added. "Let's get to work, people!"

As the Annihilator struggled back to its feet, Dr. Strange gestured at it, as a crimson beam shot from his hands, sealing the armour in a force-field, freezing it in place, giving Nightcrawler and Flash the opportunity they needed; quickly 'porting to the damaged sidewalk, Nightcrawler took hold of several injured pedestrians, and 'ported them clear of the battle-zone, depositing them several meters away, where EMS vehicles were just arriving, before 'porting back to pick up a few more, while Flash darted to and from the battle-zone at top speed, pausing only to extricate an injured civilian and drop them near the arriving ambulances, working quickly before the Annihilator could get loose..!

Suddenly, the Annihilator broke free of the Doctor's spell, and came charging at him; quickly, the Sorcerer Supreme teleported clear of the Annihilator's fists, reappearing above it, where he peppered the Annihilator with mystic force-bolts…but the armour simply shrugged them off, before ripping a light-pole out of the ground, and lobbed it at the Doctor. Reacting quickly, J'onn telekinetically grabbed the pole, halting its arc, before tossing it aside, as Dr. Strange cast a wave of fire at the Annihilator's feet…and melting the concrete directly under it, causing its feet to get stuck. As the Annihilator tried to pull its feet loose, Green Lantern fired an energy-beam at it in tandem with the Manhunter's TK-pulse, sending the armour sprawling.

Getting to its feet, the Annihilator then spied Nightcrawler and Flash extracting an elderly couple from the battle-zone, and started to stomp towards them…but it was promptly driven back, as Spyke fired a cluster of bone-darts at it, distracting the armour. As the armour turned towards him, Spyke generated several more darts, and tossed them to Gambit, who charged them and let them fly; the bone-explosives clanged against the armour's plated skin and detonated into calcified dust…obscuring the Annihilator's vision enough for Gambit to dart in and slap several charged cards onto the armour's back, seconds before they detonated, sending the Annihilator flying.

The Annihilator landed hard on its back, but quickly did a handspring, before slamming its fist into the ground with enough force to cause an _earthquake_, but Avalanche quickly summoned a tremor of his own, canceling out the Annihilator's quake. Before it could attack again, Cyclops slammed it with an optic-blast, as Spider-Man webbed its feet together, before web-zipping towards it, to slam its head with a flying kick. The Annihilator stumbled back, but broke free of the web, and swung at Spider-Man…only to have its fists intercepted by Superman, who _slammed_ it with a left jab that resonated clear through its hollow torso, followed by a devastating right-cross and an otherwise-lethal uppercut, sending it stumbling back, where Krypto grabbed its left ankle with his teeth, before spinning it around, and letting go, sending it flying.

Looking to Cyclops and Avalanche, Superman nodded, before he pressed his attack as the Annihilator started to get up, pummeling the armour with one punch after another, keeping it off-balance enough not to notice Avalanche sending a guided tremor into the concrete directly _behind_ it, weakening it. As the Annihilator blocked Superman's last punch, preparing to counterattack, the Man of Steel quickly pulled back…as Cyclops unleashed _another_ optic-blast, slamming into the armour and driving it onto the crumbling concrete. Before the armour could react, Superman took to the air, and dove at it, slamming it with an axe-handle strike, driving it _deep_ into the earth, where Avalanche promptly sealed up the large hole, completely _burying_ it.

With the area fully evacuated, the entire group gathered around the Annihilator's resting place. Flash breathed a sigh of relief. "Well, looks like the Marathon's still on."

"Recall your childhood nightmares, young man." Dr. Strange chided gravely. "Monsters are _rarely_ so easily dissuaded."

"Hey, Doc, _nothing_ about this was easy." Avalanche replied.

"No. Dr. Strange is right." Cyclops agreed. "For an unstoppable engine of war, that thing was _way_ too easy to take down."

"Well, with any luck, Batman and the others have located our errant Amazon." J'onn said.

Green Lantern nodded. "Hopefully, she'll know how to shut that thing down for _good._"

"_Black Knight to Boy Scout._"

At once, Superman switched on his communicator. "Boy Scout here, Black Knight; any luck on your end?"

"_I've sighted the secondary target; Team Two and I are moving to intercept._"

"Understood." Superman replied. "We're at a lull, right now, but that could change; call back when you know more."

"_Understood. Black Knight out._"

"Look, Supes, I kinda think you're overreacting." Spider-Man said. "I think that tin can's toast; we're in the clear…"

But he was cut off, as the earth started to rumble…as a large, armoured gauntlet burst out of the earth behind them.

Spider-Man groaned. "…and then the clouds open up, and God says, 'I _hate_ you, Spider-Man'."

Superman just sighed, hoping that Batman and the others were having better luck. '_It's never easy, is it?_'

XXXXXXXX

From her vantage point on a nearby rooftop, Aresia scowled to herself as she watched the Annihilator do battle with the accursed men, while silently cursing her luck.

Those traitorous wenches had interrupted her incantation, fracturing it and causing her to become separated from the Annihilator; it had taken her this long to track it down. '_I should have __**known**__ that fool would betray me…_'

'_**Tsk, tsk, Amazon. I had thought that thy 'Mother' would have taught gratitude.**_'

Aresia's eyes narrowed as her 'benefactor's' thoughts intruded on hers. '_You speak of "gratitude"?_' she snapped. '_For a poorly-constructed Stone? I begin to wonder if you __**wish**__ me to succeed, trickster._'

Her comrade's thoughts turned dark. '_**Have a care to thine tone, Amazon; it is unwise to anger me. Few have done so and lived.**_'

Aresia smirked slyly. '_Your brother would disagree._'

A telepathic _roar_ surged through Aresia's psyche. '_**Do NOT mention HIM!!**_' came the reply. '_**Enough of thine insolence, wench! Thou shalt deliver thine end of the bargain, or..!**_'

'_Speak not of insolence, trickster; your Norn Stone was more fragile than you had let on._' Aresia countered. '_Furthermore, I was interrupted, causing the spell to go awry._'

The roar dulled to a grumble. '_**Very well, Amazon; deliver the armour to this location.**_**' **he said. '_**I shall meet thee there personally…but make great haste; this shall place me at greater risk…**_'

Aresia frowned to herself. '_Easier said than done._'

'_**Do not jest with me, Amazon; 'tis child's play. As long as thou hast not woken the Armour, thou shalt have little trouble.**_'

Aresia was silent.

'_**Thou hast not woken it…hast thou?!**_'

Aresia frowned. '_There was no choice..!_'

'_**FOOL OF AN AMAZON!!**_' came the reply. '_**Hast thou realized what thou hast done?! Hast thou realized the jeopardy thou hast placed upon mine plan?**_'

'_Be silent, trickster! I knew what I was doing, just as I know that Hephaestus crafted a flaw into the Annihilator in order to control it! Tell me the flaw, and I shall stop it!_'

Silence answered her.

Aresia was nearly struck speechless. '_You don't KNOW?!_'

'_**I had crafted a spell to take CONTROL of the Annihilator so that I would not NEED the flaw, Amazon! I had already taken measures to ensure that none would discern the flaw from its creator!!**_' her ally retorted. '_**Thou hast hopelessly complicated matters, now!!**_'

Aresia smiled slyly at that revelation. '_Is that so?_' she asked. '_Well, then, trickster, give me that spell, and you'll have your armour._'

'_**You DARE haggle with me?!**_'

'_If I can control it, trickster, I can deliver it to you; otherwise, it will still rage mindlessly through this city…and eventually attract the attention of others…like your __**brother.**_'

Her ally's rage began to seep through their link…before he conceded. '_**Make sure thou dost not fail, Amazon.**_' he thought, as he began to send her the spell. As she began to receive it, Aresia smiled; _this _would be interesting…

'_It certainly __**will.**_'

Her eyes widening, Aresia spun around, drawing her bow and nocking its string with an arrow, just in time to see X-Force, along with Siryn, Scarlet Witch, and Toad, clad in a borrowed black uniform, surround her, as Phantom dropped her invisibility field. "Okay, lady," Iceman said, as he assumed his frozen form, "I think we need to have a _talk._"

Her eyes narrowed, Aresia took aim. "I have _nothing_ to say to you, man-filth!" she spat, as she pulled her bowstring back…

Suddenly, a faint whirring cut the air…seconds before a bat-shaped shuriken shot out of the shadows, slicing through the bowstring, utterly spoiling Aresia's shot.

"_You know how to deactivate the Annihilator._" came the sandpaper-on-glass voice from the dark. "_And you're going to tell us. __**Now.**_"

Aresia's eyes blazed angrily as she drew her knife. "I take orders from _no_ man!!"

Siryn rolled her eyes. "As expected." she sighed. "I sometimes wonder why we _bother._"

Turning back towards X-Force, Aresia was just in yime to duck, as Cannonball launched himself at her, before she darted back to her feet as he was passing directly over her, slamming her fist into his torso and causing him to crash into a nearby wall. Taking aim, Scarlet Witch fired a hex-bolt, but Aresia darted aside before the ground under her feet crumbled from Wanda's blast; before Wanda could fire again, Aresia drew a throwing-knife, and threw it at the Scarlet Witch..!

"_WANDA!!_" Toad cried, as he leapt towards the thrown knife, unloading a large slime-loogie as he did; the glob splatted across the knife, knocking it away, to clatter harmlessly to the floor. As he touched down, Toad breathed a sigh of relief…which turned into a scream of terror, as Aresia charged towards him, to slam him with an uppercut, cutting off his cry, before Aresia grabbed his tongue and swung him around like a ball-and-chain, before tossing him into the approaching Leviathan, knocking them both out.

Her eyes narrowing in utter _fury_, Scarlet Witch unleashed a _huge_ hex-blast, knocking Aresia _well_ into the air. "_LeRoux!!_"

At Wanda's signal, Siryn 'ported ahead of Aresia, before unleashing a sonic scream, knocking her back to the ground, following with twin spell-bolts. Aresia was sent sprawling, but she quickly did a mid-air flip, landing on her feet, in time to evade Siryn's spell-bolts. Quickly powering up, Sunspot fired several flame-bursts at her, in tandem with Berzerker's shock-blasts, but Aresia swiftly evaded them, before she rolled under Iceman's wave of frost, closing on him as she did so. Before Iceman could react, Aresia slammed her fist into his icy torso, causing his semi-crystalline structure to crack, following with a slice of her knife across his throat, causing him to gasp..!

"_Bobby!!_" Jubilee screamed, peppering the rogue Amazon with fireworks, giving Leap enough time to 'port in, grab Iceman, and 'port him away. "Bobby, are you okay?!"

Coughing, Iceman put his hand to his throat…and quickly re-froze the gash, sealing it seamlessly. "Yeah…" he croaked out, "…but I'd prefer not to do that, again…"

After blocking the pounce of the wolf-form Wolfsbane with her armlets, Aresia shoved the half-wolf aside, before turning in time to see a super-dense Husk deck her with a haymaker, knocking her back…where a small army of Multiples pounced on her.

With a scream of rage, Aresia threw off the numerous Jamies, before closing on the nearest one…only to be knocked back by one of Miss Martian's TK-pulses. Aresia fell back but quickly recovered, before she rushed at Miss Martian, but was quickly intercepted by Colossus, who blocked her overhand knife-slash with his metal forearms. Hissing in fury, Aresia slammed her palm into Colossus' torso, causing him to stumble back, as Aresia readied a slice that could cleave _stone_, before unleashing her attack, aiming for the metal man's neck…

…only to see her blade pass through him harmlessly, as if her weapon were made of _air._

Aresia's eyes widened in surprise…before she spotted Phantom behind her, the girl's hand just touching her shoulder, enough to phase her arm through Colossus as she swung. Utterly enraged, Aresia backhanded the traitorous wench, sending her spinning to the floor…

"_That was an error._"

That cold metal voice momentarily startled Aresia…but not as much as the sight of the battle-ready Android; Aresia's hesitation was _just_ enough of a pause for Android to bring his force-cannons to bear on the rogue Amazon, before he unleashed a barrage of force-pulses, driving Aresia almost to the edge of the roof…

"Easy, Metal-Head." Iceman said. "No need to go overboard; we still need to talk to her."

"_Affirmative._"

Aresia's eyes narrowed, as she readied to attack. "I will be _dead_ before I yield to the likes of _you!!_" she spat, and with that, she charged at them…

Suddenly, a whirring cut the air, as a Batarang shot out of the shadows, knocking the knife out of Aresia's hand, seconds before a cloaked shadow closed on her; before Aresia could even _react_, Batman's hand shot out like a cobra, his index and middle fingers piercing a nerve cluster on her right forearm with the precision strike of the _gunn-ting_ – almost instantly, Aresia's arm went _numb._ Aresia tried to counterattack with her free hand, but Batman blocked her strike, before twisting her arm into a _jiujitsu_ lock, immobilizing it behind her back, above her center of gravity, preventing her from getting her balance.

No amount of blunt force could break that type of lock.

As the others gathered near, Batman's eyes narrowed. "_You are __**sorely**__ testing my patience, Amazon._" the Dark Knight growled. "_Now answer our questions, and spare us the arrogance; how do we deactivate the Annihilator?!_"

Aresia was _beyond_ livid. "_To TARTARUS with you!!_"

"_Wrong answer._" At that, Batman _doubled_ the pressure on Aresia's arm, causing the Amazon to flinch, but she still remained silent.

Leviathan chuckled coldly. "Hey, Bats, why don't we see if _all_ Amazons can fly?"

Jubilee frowned. "Sounds good to _me._"

"_I concur._" Android added, as he disengaged his battle-mode.

Aresia's eyes narrowed. "Even if I _knew_ the Annhilator's secret, I would _never_ tell it to the likes of _you!!_"

"_That's funny._" Batman growled. "_I believe you._" His tone grew _fierce_. "_Who WOULD know?!_"

Iceman frowned. "I'm betting her _boss_ would."

"_True,_" Android agreed, "_but it is highly unlikely that she will be forthcoming._"

"_I agree,_" Batman growled, "_but, one way or another, she is __**going**__ to tell us._"

"I do _not_ fear you, male _swine!_" Aresia sneered.

"_**I'm**__ not the one you __**need**__ to worry about._" With that, Batman looked to Iceman.

Iceman nodded in agreement. "K'imm?" he asked. "_Pick_ her brain."

K'imm's eyes began to glow white. "_Gladly._"

Almost instantly, Aresia flinched, before she started to _scream_, as Miss Martian's mind began to tear at hers, piercing her mental defenses like a hot knife through butter; in seconds, she would know _everything_ that Aresia knew…

Not willing to let her foes learn of her plan, with her free arm, Aresia drew a _second_ Norn Stone – generously supplied by her benefactor – from her belt, and smashed it on the ground, producing a massive flash of light, momentarily blinding the others, as well as breaking K'imm's psychic link, allowing Aresia to shove Batman away, before she ran off across the rooftops, heading towards the Annihilator.

"Ugh…" Berzerker muttered, "…_that_ was fun."

"Did you retrieve any information from her?" Batman asked.

Miss Martian's eyes were wide. "I didn't have time to determine her employer," she said, "but I _did_ manage to confirm that she has no idea of the Anihilator's innate defect…so she's going to try to control it _another_ way."

"_How?_" Batman asked. K'imm looked stricken, as she sent what she had learned to him.

The faintest widening of Batman's eyes was the only outward indication of his alarm. "We don't have any time to waste." he said. "Let's _move._" With that, he fired his grapnel, and swung after Aresia, as the others quickly followed, trying to catch up to the errant Amazon…before she reached her target.

XXXXXXXX

_Themyscira_

The passage to Olympus had always amazed Diana, the handful of times she had taken it, and it likely always _would._

No sooner had they all walked into the swirling tunnel of light than the temple had swiftly faded behind them, streaking away at the speeds of Kal's Trans-Warp craft, with a gleaming light fast approaching ahead of them…until they emerged from the tunnel, appearing in the middle of an endlessly vast, green meadow, with nothing but blue skies above them, asnd green trees dotting the horizon…and there, ahead of them, was an inconceivably titanic mountain, reaching up into the clouds, with what looked like an enormous temple constructed at its summit.

"_Whoa…_" Boom-Boom murmured.

"Is…is this..?" Shadowcat asked.

Wonder Woman nodded. "_Olympus._"

Power Girl was nearly _speechless._ "It's…_breathtaking…_"

Clea softly smiled. "Yes," she agreed, "it's a sight that few can forget."

Magma could barely _speak._ "I…I can't believe it…" she murmured. "N-Never in my wildest _dreams_ did I _ever_ believe that I would be standing in the realm of the _gods..!_"

"So…what does _this_ mean?" Rogue asked. "Where did these guys _come_ from..?"

"No-one truly knows where the gods came from." Donna answered. "We only know what is told in the legends; whether or not they are true…that is only a question that _they_ can answer."

"We can worry about that _later._" Phoenix said. "Right now, we need to find Hephaestus."

Storm nodded. "Where can we find him?"

"Hephaestus spends most of his days tinkering in his forge." Diana answered. "Chances are, we will find him there."

Donna giggled. "Unless he's chasing Aphrodite, again."

"Okay." Rogue said. "So, where's this forge of his?"

Diana looked grave. "In the fiery bowels of Olympus itself."

Shadowcat groaned. "Of _course_ it is." she lamented. "_Why_ can't any of these lame-ass missions ever take us somewhere like _Hawaii?_"

Hawkgirl chuckled. "I'm afraid that it's not in the job-description, Kitty."

"The passage to Hephaestus' forge lies on Olympus' west face." Donna said. "We should be able to reach it undetected if we move swiftly."

"My sister is right." Wonder Woman agreed. "Though several of the gods are benevolent, it is unwise to linger in their realm without cause; if we delay too long, we may draw unwanted attention."

Storm nodded. "Then we had better get moving." she said. "Lead the way."

Diana nodded, turning back towards Olympus…but paused, as she saw Power Girl's concerned expression. "Something troubles you?"

Power Girl blinked. "Huh?" she asked. "Oh, no, I'm okay…but I could have _sworn_ I'd heard something."

At that, the others all looked around…and saw no-one else. "You are _certain?_" Donna asked.

"Yeah, I hate to say it, Ali," Boom-Boom said, "but I think your ears are acting up; no-one else is here."

Power Girl looked stricken. "But…I was _sure…_"

"Even the most skilled can err, Alison." Clea said. "Regardless, we cannot delay any longer." With that, they all headed towards the west face of Olympus…oblivious to the shadowy figures darting to and from the shadows of the trees, following them.

Shortly after reaching Olympus' west face, they found a large cave, heading deep under the mountain; upon finding it, they headed inside, trekking down through the underground tunnel…and emerging into a vast, underground cavern…filled with numerous ponds of molten magma.

As the searing heat of the white-hot molten rock hit them, Storm looked distinctly uncomfortable. "Well, we can see why Hephaestus is the God of _Fire._"

Shadowcat groaned, as beads of sweat fell off her forehead. "Hasn't this guy ever heard of _air-conditioning?!_"

Magma blinked. "What do you mean?" she inquired innocently. "I think it's perfectly _fine_, down here!"

Boom-Boom chuckled. "Says the girl with lava in her blood." she quipped.

Softly chanting, Clea waved her hand over all of them, sending a wave of blue energy over them; almost instantly, they all felt a crisp, cool breeze brush them, as the air around them returned to a comfortable temperature. "That should shield us from the heat enough to keep our heads clear."

Diana nodded. "Some of us should scout ahead from the air; it is not unheard of for less-than-savory creatures to take this path."

"These lava-thermals should be enough to keep me airborne." Hawkgirl said. "I'll go."

"As will I." Clea added.

"The rest of us will follow along the mainland." Phoenix agreed. "Power Girl, I'll need you to help me shield us from any stray lava-waves."

"Got it." Power Girl agreed. With that, Wonder Woman, Hawkgirl, and Clea took to the air, flying ahead, while the others followed along the hardened lava-rock.

After several minutes of flying, Diana finally spotted the entrance to Hephaestus' forge, several miles ahead – the dark red Greek-style columns were easy to spot amongst the lava-rocks. "There!" she called out.

"We see it!" Hawkgirl answered.

Looking ahead, Clea frowned as she spotted the incredibly vast lava-lake lying between the forge and their friends on the shoreline. "The others will likely need assistance."

"Agreed." Wonder Woman answered. "We'd best head back." At that, the three of them turned, and flew back to their comrades.

By the time they had reached the others, they were already gathered at the edge of the massive lava-lake. "There's no way to cross on foot." Clea reported. "The shoreline is too narrow."

"Swell." Rogue muttered.

Phoenix looked thoughtful. "Then we'll just have to _make_ a path." she said. "Magma, do you think you can get the lava to swell high enough for me to shape it?"

Magma blinked. "I…I think so."

"Good." Phoenix said. "Power Girl, Storm, Clea, as soon as I finish shaping it, we'll need you three to quickly cool it down."

"Understood." Storm agreed, as Power Girl and Clea nodded in agreement. With that, they got to work.

Walking towards the edge of the lava, Magma assumed her fiery state, before she unleashed a large flame-blast into the molten rock, causing it to start to swell, rising up angrily from the lava-lake. As soon as the lava had risen to its maximum height, Phoenix reached out with her TK, holding the lava in place, before she forced it to stretch across the length of the lake, forming a molten bridge from their side to Hephaestus' forge. Once the bridge was complete, Clea unleashed a wave of mystic frost, which was amplified by a blast of Power Girl's gale-breath and a gust of Storm's wind; the frigid air quickly cooled the lava, turning it into a solid bridge, high enough to keep the rest of the lava away from them.

After a few more frigid gale-blasts, the rock-bridge was cool enough to cross. As the hardened lava cooled, Donna could only look on in amazement. "Well _done!_" she exclaimed.

Phoenix smiled. "We do what we can." she replied. "Now, we'd better get going…"

"_Wait!!_"

Power Girl's exclamation stopped them all in mid-step. "No-one move!" she whispered, as she closed her eyes, _listening._ "We're not alone!"

Jubilee sighed. "Ali…"

"I _know_ I heard something; I'm _sure_ of it, this time!" Power Girl insisted. "It's this cavern; the echoes are amplifying the noise. That's why I couldn't track it, before!" She promptly pointed towards a darkened crag on the west side of the cavern. "It's coming from _there!_"

Phoenix sighed. "Alison…" she began…but she quickly stopped, as she began to pick up stray thoughts, no more than whispers, but they _weren't_ supposed to be there…not if they _were_ the only ones here.

They were coming from that shadowy crag.

"Jean?" Rogue asked. "You okay?"

Phoenix kept calm. "Power Girl," she instructed, "I want you to send a flare into that area; if something _is_ there, I want to see it." Nodding, Power Girl charged up a light-sphere in her hand, took aim, and _threw_ it towards the crag, where it detonated in an impressive burst of light…

…revealing about a dozen dark-grey-skinned humanoid creatures, all with lean frames, red eyes, long, white hair, and pointed ears, clad in light armour, wielding longbows.

Hawkgirl's eyes narrowed. "We've got _company!_"

At that exclamation, their previously-unseen assailants, realizing that their cover was effectively blown, rapidly knocked arrows into their bows, took aim at them, and fired, before quickly knocking more arrows and firing again with chilling discipline, until a torrent of the deadly projectiles was raining down upon them. Quickly, Phoenix raised a TK-barrier around them, as Power Girl boosted it with a hard-light field, repelling the arrows. "We can't do anything pinned down like this!" Phoenix exclaimed. "We need to get across, _fast!_"

Wonder Woman's eyes narrowed as she glared at their attackers. "Jean, you and the others had best head across, as fast as you possibly can." she instructed. "Power Girl, Shayera, Clea, _with me._" With that, she took to the air, flying towards their assailants, followed by her three comrades, as the others quickly hurried across the rock-bridge.

As the shadowy creatures opened fire at them, Power Girl and Clea quickly raised barriers, deflecting their shots, before Hawkgirl dove at the creatures the very _second_ they were in range, brandishing her mace as she landed, sending two flying with her initial swing, and then slamming another two with her wings as they tried to close on her, knocking them out.

Seeing the remaining creatures starting to regroup, Wonder Woman then took sight of a massive stalactite hanging nearby; looking to Power Girl, she gestured to the stalactite, before she drew her lasso, and threw it, looping it around the rock formation. Power Girl instantly understood, and promptly fire her eye-rays, searing through the base of the rock, cleaving it from the cave. Grimacing with exertion, Wonder Woman began to spin the stalactite around, turning it into a makeshift ball-and-chain, before flicking her wrist, recovering her lasso and casting the rock at the creatures, where it crashed in the middle of them, scattering them…making them easy targets for Clea's spell-bolts.

After pelting three of the grey goons with energy-blasts, Clea quickly fired a slightly larger eldritch energy-pulse…aiming not at her targets, but the ground under their feet; as the bolt touched the ground, it expanded, morphing into a complex arcane seal…which completely _immobilized_ the three creatures standing upon it. Quickly getting the idea, Wonder Woman and Power Girl touched down, as the remaing creatures discarded their now-ineffective bows, drawing knives in their place. As one came at her, Diana evaded his knife-attack, countering with an uppercut, sending him flying into two others, knocking them all into Clea's seal. Spotting one creature closing on Hawkgirl from behind, Power Girl darted towards him at super-speed, grabbing him and _throwing_ him into another; as they tried to recover, Power Girl unleashed her gale-breath, blowing them into the seal.

With eight creatures caught and the other four out cold, the four of them calmed. "Well, that's that." Shayera said.

Looking towards their friends, Power Girl's eyes went wide as her vision spotted something amongst the shadows. "Not _yet!_" she exclaimed. "_Jean!! You have incoming!!_"

At Power Girl's exclamation, Phoenix quickly turned…in time to see _another_ group of the grey creatures emerging from the shadows on the _other_ side of the rock-bridge, just ahead of them, bows drawn. Reacting instantly, Phoenix threw up a TK-barrier, repelling their shots, as Storm focused on the monumental humidity in the air, causing the water to start to swirl, building a charge…and then unleashed a _massive_ lightning-bolt at the creatures, knocking out four and forcing the rest to scatter, giving them enough time to cross to the other side.

As the creatures started to recover, Boom-Boom promptly formed a handful of charges, before lobbing them at the creatures; the charges swiftly exploded, sending two of them sprawling, out cold. Seeing several of the grey creatures start to aim their longbows, Jubilee quickly unleashed a wave of fireworks, temporarily blinding them, and giving Donna enough time to close on them; as one creature sliced at her with its knife, Donna easily evaded the strike, before countering with a haymaker, sending it sprawling…right into the range of Rogue, who promptly drained him with a tap. As her opponent fell, Rogue grabbed his longbow and several of his arrows, before she drew on her absorbed experience enough to nock two arrows and fire, striking two in the shoulders, disabling them.

As the remaining three tried to regroup, Magma unleashed several torrents of fire on the ground, making three spots malleable enough for Phoenix to telekinetically lift three large rock-pillars out of the ground, before Storm rapidly cooled them with a wintry gale. Her eyes narrowing, Phoenix then unleashed flaming TK-bolts on the remaining three, knocking them into the stone columns, where Shadowcat promptly phased them through the stone, trapping them there.

It was over.

As Wonder Woman, Power Girl, Clea, and Hawkgirl rejoined their comrades, they all looked upon their defeated foes. "What _are_ they?" Power Girl asked.

Clea's eyes narrowed. "Dark Elves." she muttered. "Denizens of the lower realms…and mercenaries of the _worst_ sort."

Donna's eyes went wide. "I'd…I'd _heard_ of them – Mother once told us that Hades often hired them in ancient times to do his bidding – but I've never _seen_ one, until now…"

Her eyes narrowing in fury, Hawkgirl stormed towards one Elf, and grabbed him by the collar, lifting him up, his face _inches_ from her sparking mace. "Who put you up to this?!" she roared. "Who hired you?!" The Elf simply narrowed his eyes, but said nothing.

Spotting the crest of a three-clawed white hand on the Elf's clothing, Wonder Woman shook her head. "Save your breath, Shayera." she advised. "You'll get no answer from _these_ Elves; they are members of the Wraith's Touch."

"The _what??_" Boom-Boom asked.

"The Wraith's Touch is the most elite cult of assassins among the Dark Elves." Clea explained. "It's no small wonder that you could barely hear them, Power Girl; they have been refining their craft of stealth for _millennia._"

"That still doesn't explain why they won't talk." Power Girl replied.

Diana's expression turned grim. "The answer lies upon their throats." Looking closely at the Elves, the others were horrified at what they saw.

There, upon the throats of _every_ Elf, was a large, jagged scar, running the full width of their necks.

"Part of the final initiation into the Wraith's Touch is a test of devotion." Diana said grimly. "The new initiates have their vocal cords cut out."

Shadowcat grimaced. "_EEWWWW!!_"

Clea nodded. "Grisly though it is, young Katherine, it proves their loyalty…by helping ensure that whatever secrets they carry are taken to the _grave._" she said. "They will not talk because they _cannot._"

Jubilee looked utterly _green._ "Oh, _gross!!_"

Phoenix still looked a bit shaken as she looked to Rogue. "Rogue, when you…when you drained that Elf…did you get anything out of his mind?"

Rogue shuddered. "Nothin' that makes any _sense_; ya need a half pahnt of _phlegm_ in your throat just to speak the language."

Phoenix frowned, as she turned to glare at the lead Elf. "In _that_ case, I guess we'll have to get the information out of these guys the _hard_ way." she muttered. The Elf remained silent…but his eyes went wide, as he felt Phoenix start to claw her way into his mind. '_One way or another, you are __**going**__ to tell me who hired you…_'

The Elf remained silent…but he quickly made a gesture to his comrades with his right hand.

Rogue recognized that gesture. "_Jean, pull out NOW!!_"

Quickly breaking the link, Phoenix looked to her teammate. "Why?! I almost had…" but she stopped as she saw her victim quickly grab a vial of caustic-looking green liquid from his belt, before downing it in one gulp – an action mirrored by his comrades, save those trapped in stone – and then erupting in convulsions, before going limp, while his trapped allies drew their knives and stabbed themselves with grim efficiency, instantly dead.

No-one said anything for several minutes after that, before Phoenix finally looked to Rogue, a weak smile on her face. "Thanks."

Rogue chuckled. "Hey, just as long as Ah'm not the one who has to explain things to Fearless." she teased.

Wonder Woman's expression remained grim. "Regardless of who sent them, the reason is _clear._" she said. "Someone did _not_ wish us to find Hephaestus."

Donna nodded. "Then it is imperative that we _do_ find him…"

"My ears are burning."

At the sound of that gravelly voice, they all turned…to see a fairly short, stockily-built man, with short, dark red hair, and a thin red beard, his light skin darkened with soot, save for light circles around his black eyes, where his thick goggles had clearly been, clad in a short, dark, blacksmith's-apron-style robe, bound around the waist by a well-used leather tool-belt…with his left leg replaced by a stone-column-shaped prosthesis below his knee.

As they saw him, Diana, Donna, and Clea all bowed. "Thank you for seeing us, Lord Hephaestus." Diana said.

Rogue blinked. "Wait…_that's_ Hephaestus?? _He's_ the God of Fire??"

Hephaestus frowned. "You were expecting something _else?_"

Magma looked utterly _terrified._ "S-She doesn't mean it, Lord Vulcan…" she whimpered, "…she doesn't mean it…"

Hephaestus chuckled. "It's been an _age_ since I heard anyone call me _that._" he said. "Be at peace, girl; I've lived long enough to know how wretched this face of mine is."

Diana softly chuckled. "Oh, come now, Hephaestus; _surely_ you cannot be _that_ unappealing – clearly, Aphrodite saw something she liked when she wed you."

Hephaestus snorted. "She did, indeed: a late worker." he grumbled. "So, tell me, then: what brings you and these mortals to my doorstep." He chuckled. "It _couldn't_ be because you wanted me to loosen up that armour of yours, Princess…although it looks like it _needs_ loosening."

Her expression falling into a half-annoyed frown, Wonder Woman folded her arms. "Ignoring the fact that your _wife_ likely wouldn't appreciate that remark, Hephaestus, you are correct."

Hephaestus nodded. "Let me guess: some mortal dug up one of my old projects, and you want me to help you stop it." He sighed. "I _thought_ I'd sensed one of them start up."

Clea's eyes widened. "You knew, my Lord?"

Power Girl frowned. "And you did _nothing?_"

"I was busy." Hephaestus grumbled.

"Doing _what?_" Jubilee asked.

Hephaestus' eyes narrowed. "Fixing Cerberus' chain, that's what." he snapped. "That Olympus-damned mutt is always breaking loose."

Boom-Boom chuckled. "Ever try getting him fixed?"

Hephaestus snorted. "A _two_-headed dog raised by _Hades?_" he replied. "I had to forge a new chain for the mutt; _this_ one I made out of pure mythril – I'd like to see him chew his way through _that._" He sighed. "_Again._"

"Well, you're right about that feeling of yours." Phoenix said. "Earlier today, the Annihilator was reactivated, and is currently rampaging through New York City."

Hephaestus looked thoughtful. "The Annihilator?" he asked. "Annihilator…Annihilator…oh, yeah, that big suit of armour that Ares asked me to build, a couple millennia ago, right? Takes everything you throw at it and sends it back tenfold?"

"That's the one." Shadowcat said. "We're having just a _teensie_ bit of trouble turning it off."

"I'm not surprised." Hephaestus chuckled. "Ares _loved_ the thing…until he realized that he couldn't stop it; he never _did_ figure out how to shut it off – all he could do was bury it and seal it until its power ran down. Took a good few centuries for that enchantment to wear off."

"I'm afraid that is not an option, my Lord." Clea said. "The rogue Amazon that activated the Annihilator did so using the Tear of Zeus and the Eye of Odin."

Hephaestus grimaced. "Well, with _those_ powering it, the Annihilator won't be running out of fuel in a _mortal's_ lifetime, I'll tell you that…"

"…which means that we need to know the Annihilator's flaw." Donna finished.

Hephaestus frowned. "Are you suggesting that my craftsmanship is _flawed?_"

"Do not be coy, Hephaestus." Diana said. "We _know_ that you _always_ craft a flaw into each of your works. We need to know the flaw of the Annihilator."

Hephaestus chuckled. "Well, of _course_ I give each of my projects a weakness." he muttered. "We can't have any one of my gifts being more powerful than the others, now, can we?"

"_Fahne._" Rogue muttered. "Just tell us how ta stop that big tin can, then."

"No."

Hephaestus' reply startled them all. "_What?_" Storm asked.

"I can't just go around blindly helping mortals." Hephaestus said. "Just look at what happened to Prometheus."

Phoenix frowned. "Hephaestus, that thing is running amok through the biggest city in North America; if we don't stop it, people are going to get _hurt…_"

"Mortals are _always_ getting hurt." Hephaestus grumbled. "It's one of the things you're _exceptional_ at…right along with hurting _each other._ Those last two big wars? Ares had a _field-day_ with them."

Shadowcat looked stricken. "Look, _we're_ not the ones who activated it…"

"Who was it who dug it up?" Hephaestus countered. "You mortals are always digging your noses into things…sometimes where they _don't_ belong." His eyes narrowed. "You dug up something that even _Ares_ had the good sense to bury, and now you come whining to _me_ to stop it."

"_They_ are not the ones asking you, Hephaestus; _I_ am." Wonder Woman said, fighting the growing tide of her ire. "_I_ advised them to come here to ask you."

"Then that was _your_ mistake, Princess." Hephaestus answered. "After all, you wouldn't want me giving away the secret to _your_ armour, would you?" Turning around, he finished, "Now, if you mortals are done whining, I have work to do." With that, he started to head back to his forge.

Diana's eyes narrowed in rage, as she stormed towards Hephaestus, turning him around and grabbing him by the collar, lifting him up. "I have _tried_ to be patient, blacksmith." she spat. "But after seeing one of my own _sisters_ turn on me, today, my patience is _very_ thin, so either you tell us how to stop that _monstrosity_, or we find out if gods can _bleed._"

She knew it wasn't the best idea; Diana had her doubts that, despite their combined skills, they could defeat a god, even one of the lesser ones like Hephaestus…but she _did_ know that they could give as good as they got long enough for their brawl to draw the attention of one of the other gods, likely Aphrodite, who would undoubtedly spread the news back to the others…eventually reaching Hera herself.

Diana could only hope that her sisters' patron deity would be more understanding than her obstinate son.

But Hephaestus genuinely surprised her; rather than reacting in fury, as she'd expected, Hephaestus just smiled knowingly. "Settle _down_, Princess." he chided. "You'll _never_ stop the Annihilator with _that_ attitude."

Hephaestus' words were nearly enough to make Diana put her fist through his skull…but his knowing tone made her stop enough to consider _exactly_ what he'd said…before her eyes widened.

Hephaestus' conspiratorial wink told it all.

Wonder Woman's face broke into a smile as she set him down. "Oh, Hephaestus, you clever, _clever_ devil!" she exclaimed. "_Thank you!_"

"For _what?_" Hephaestus groused. "I didn't say anything."

"Of course not." Diana agreed. "Well, we won't bother you any longer."

"Good."

As Hephaestus headed back into his forge, Diana turned to her sister. "Donna, return home, and tell Mother to have Artemis and her guards ready; with luck, we'll have Aresia in custody within the hour."

Nodding, Donna quickly turned and hurried back the way they had come. Blinking in confusion, Boom-Boom asked, "Uh…okay…did we miss something?"

Wonder Woman just smiled. "We need to get back to New York; Alison, Shayera, Ororo, Clea and I will go on ahead. The rest of you should follow when you can." she said. "I know how to stop the Annihilator."

XXXXXXXX

_New York City_

It wasn't difficult for Amanda to find where the League and the X-Men were fighting the armour; all she'd had to do was follow the sound of police sirens.

'_Well, Sefton, you're in it, now._' Amanda thought grimly, while fighting the worsening pulse of her headache as she hid in an alley only meters from the battle-zone, suppressing screams of terror as the very ground _shook_ from either the armour's attacks or the League and the X-Men's attempts to stop it. '_This __**has**__ to be the stupidest thing I've __**ever**__..!_'

But then she spotted Rachel.

She was hiding in a shadowed alley just across from her own hiding spot, watching the battle intently, as if waiting for something…but _what?_

Well, she wasn't going to wait to find out.

Taking a deep breath, Amanda darted across the street, heading towards her friend's hiding spot…much to Rachel's surprise as she saw her. "_Amanda?!_" Rachel cried. "What are you _doing_ here?!"

"I could ask _you_ the same thing!" Amanda exclaimed. "Rache, are you _nuts?!_ We have to get _out_ of here!!"

"_No._" rachel said firmly. "_You_ go. _I_ have to stay."

Those words confirmed Amanda's suspicions. "Then you _are_ a part of this!" she shouted. "What's going _on_, Rachel? Why are you involved..?"

"I'm _not_." Rachel answered. "All I can tell you is that I have my own reasons for going to the museum, today; I'm not part of that Amazon's plan."

"Well, _what_, then?" Amanda demanded, suppressing a grimace from her headache. "I thought we were _friends_, Rache!"

Rachel's expression turned pained. "We…we _are…_"

"Then _tell_ me what's going on..!"

But she was cut off as the Annihilator, driven back by one of Superman's punches, stumbled into the street across from them, before it picked itself up…

…and _saw_ them.

Amanda was nearly overcome with terror as she met the metal monstrosity's gaze, but Rachel remained eerily calm. "Amanda," she said softly, "get out of here. _Now._" With that, she started to walk towards the Annihilator.

Amanda's eyes went wide. "R-Rachel…w-what are you _doing?!_"

Rachel continued to walk towards it, as the armour began to stomp towards her.

"Rache, get _OUT_ of there!!" Amanda all but screamed, but Rachel simply ignored her; stepping out of the alley, Rachel stood before the massive armour…and simply opened her arms wide, closing her eyes in acceptance, _inviting_ the Annihilator to attack her..!!

Amanda was utterly _horrified_ at her friend's actions; she reacted without thinking, running right at her…

The Annihilator pulled its fist back, and then swung..!

The armour's massive fist smashed through the air directly _above_ Rachel's head as Amanda tackled into her, knocking them both to the side, out of its attack-range.

As she and her friend rolled to a stop, Amanda breathed a relieved sigh. '_Well, THAT was a close one…_'

Rachel, however, wasn't so relieved; if _anything_, she looked _furious_, as her eyes took on an eerie white _glow._ "What is _WRONG_ with you?!" she spat. "Why did you stop me?!"

"What's wrong with _me?!_" Amanda cried. "What were you _thinking_, Rachel?! That thing could have _killed_ you!! Are you _trying_ to kill yourself?!"

Silence answered her.

Amanda's expression turned to one of _horror._ "You…you _were_ trying to kill yourself." she murmured. "O-Oh my God…"

Rachel's expression hardened. "Go home, Amanda; this doesn't have anything to do with you." she said softly. "I shouldn't have involved you."

Amanda could barely speak. "_W-Why..?_"

Rachel's voice dropped to a whisper. "Amanda…there are things about me that _no-one_ should know." she murmured. "If you believe nothing else, _believe_ me when I say that _no-one_ is going to miss me when I'm gone…"

_SMACK!_

Amanda's slap caught Rachel _completely_ by surprise, leaving a red palm-imprint and a stunned expression on her face. "Don't you _dare_ say that." Amanda said fiercely, on the verge of tears. "I don't care _what_ you think about yourself, Rachel Roth, but people _do_ care about you; people _will_ miss you! _I_ sure will!!" She sniffled. "How could you be so _selfish_, Rache? How could you think that your life is _worthless?_"

Rachel bristled at that…but the shaking footsteps of the Annihilator drowned out her reply, as the massive armour loomed over them, ready to attack. Amanda suppressed a scream, while Rachel remained silent, as the armour pulled back its fist…

XXXXXXXX

After slamming the Annihilator with a punch, Superman had promptly signalled Spider-Man, Flash, and Cyclops to press the attack…but his eyes went wide as he spotted Amanda and another girl in the battle-zone…with the Annihilator ready to smash them..!

"_Kurt!! 'Port those civilians OUT of there!_" Superman shouted. "Cyclops: suppressing fire!!" At once, Cyclops opened fire with his optic-blasts at the same time that Superman fired his eye-rays, knocking the massive armour off-balance, and giving Nightcrawler enough time to 'port in, grab Amanda and her friend, and 'port out again.

Once Amanda and her friend were clear, as Nightcrawler 'ported back, Superman frowned as he saw the Annihilator start to get back on its feet. "This is getting us nowhere." he muttered.

"Indeed." Dr. Strange concurred.

"Doc, isn't there _some_ way to turn that thing _off??_" Spider-Man asked.

The good Doctor looked thoughtful. "_Possibly._" he answered. "_If_ we can remove the Tear of Zeus and the Eye of Odin from the power-chamber in its torso, the Annihilator _should_ run out of power."

"Sounds good in theory." Green Lantern said. "What's the problem, then?"

Dr. Strange sighed. "The power-chamber is specially crafted to repulse magical interference…meaning that the only way to open the chamber is to do so _manually_, via the hatch on its belt."

"Uh, boy." Spider-Man said. "Won't _that_ be fun."

"Any ideas?" Flash asked.

Superman's eyes narrowed. "Gambit, Spyke, you two lay down charges, and distract the Annihilator. Doctor, J'onn, Cyclops and Lantern, we'll need you to lay down suppressing fire, while Flash, Spidey, Krypto and I _rush_ that thing. Avalanche, as soon as we hit it, we'll need you to trap its feet; between all of us, we should be able to immobilize it long enough for Nightcrawler to 'port in and pry that hatch open."

Nightcrawler lightly gulped. "Uh…okay…"

Cyclops looked grim. "Well, if we're going to do this, we'd better do it _now_, before Tin-Grin gets his act together."

"Agreed." Superman said. "Let's _move!_"

As the Annihilator started to turn, Spyke quickly generated a handful of bone-spikes, before plucking them out of his forearms and handing them to Gambit. Giving the bones a quick charge, Gambit then flung them towards the armour…where they stuck into the ground several feet in front of it, before detonating, shrouding them in a cloud of haze. The Annihilator hesitated, trying to get a fix on its targets…seconds before a barrage of eldritch orbs and TK-pulses lanced out from the haze, followed by beams of red and green energy, driving the armour back. Before the Annihilator could react, Superman and Krypto darted out of the haze at super-speed; Superman slammed the Annihilator with a haymaker, which Krypto quickly followed by rolling himself into a ball and barreling into the armour's helmet, sending the Annihilator stumbling back.

The very half-instant that they had attacked the armour, a crimson streak zipped out of the haze, as a stream of web _splatted_ across the Annihilator's visor, before Spider-Man pulled himself towards it, to land a solid kick to the Annihilator's head, while Flash barreled into its knee-joints, forcing them to bend…sending the metal goliath stumbling back. Spotting his opportunity, Avalanche summoned a precision tremor, burying the Annihilator's feet in concrete, trapping it, while Superman darted onto the armour's back, standing directly between its shoulder-plates, before he grabbed its arms, bent them back towards him, and _held_ them in place for all he was worth. "_Nightcrawler!!_" he shouted, gritting his teeth as he fought the Annihilator's efforts to break loose. "_NOW!!_"

Quickly _bamfing_ in close to the iron behemoth, Nightcrawler grabbed hold of the Annihilator's belt-plate, and began to pull…but it wouldn't budge. Spotting a wedge-shaped piece of iron rubble, he jammed it into the plate, and pushed with all his strength; slowly, golden light began to leak out, as the plate started to inch open…

"_Kurt, look out!!_"

At Amanda's warning, Nightcrawler started to turn…but not fast enough to avoid the knife sailing through the air towards him; Nightcrawler cried out in pain as the blade buried itself in his shoulder, sagging to the ground as Aresia leapt down from a nearby rooftop, running towards the Annihilator, with Batman and the rest of X-Force hot on her heels. Seeing Nightcrawler, aresia's eyes narrowed disdainfully, as she drew another knife, preparing to throw..!

"Flash, get Nightcrawler _out_ of there!!" Superman exclaimed. "Krypto, _fetch!!_" Instantly, Flash darted towards their wounded comrade, grabbing him by his good arm and zipping them both clear of the Annihilator, while Krypto flew towards the blade, grabbing it with his teeth.

As Aresia ran towards the Annihilator, Berzerker and Sunspot opened fire at her, but the rogue Amazon evaded their shots easily; as soon as she was in range of the armour, Aresia drew a second glowing stone, identical to the one she'd used to teleport it, and threw it at the armour, where it adhered to its chest, glowing brighter as Aresia uttered another incantation…before she turned to glare at Superman as he kept the Annihilator's arms pinned. "_Smash_ that man-filth!!" she ordered.

At once, the Annihilator shook its feet free of the concrete, before leaping _backwards_, smashing Superman into the wall behind it, shaking him loose _just_ enough to grab his cape and toss him away, but Superman executed a mid-air flip, landing on his feet, facing the Annihilator. "Uh…Big Blue?" Spider-Man asked. "Is it just me…or did Tin-Butt here just get _smarter?_"

"It sure looks like it, Little Red." Superman muttered.

"I think that's because our not-so-friendly Amazon here just plugged in the remote control." Iceman said.

Miss Martian nodded. "I managed to get a partial read of Aresia's thoughts; she's using a spell to impose her will on another's…"

"…and since the Annihilator _has_ no will of its own, it's a _perfect_ puppet." Dr. Strange finished.

"Correct, _filth._" Aresia spat, as she leapt up onto the armour's massive shoulder. "I _had_ intended to deliver the Annihilator to another, but he can _wait_; all of Man's World will know Themyscira's wrath…starting with all of _you._"

And with that, the Annihilator raised its fists, and _smashed_ them into the ground, unleashing a _massive_ shockwave; digging in his heels, Superman braced himself, taking the shockwave head-on, while Green Lantern, J'onn and the Doctor generated defensive barriers around themselves and the others…but not even their combined effort could repel _all_ of the wave's force, as it drove them all back several feet. As the dust cleared, Aresia looked at them with a disdainful glare…which fell upon the dazed Flash and the wounded Nightcrawler; with a gesture, she ordered the Annihilator towards them. Grimacing with pain, Nightcrawler took hold of his comarde's arm, to 'port them both clear of the metal monstrosity…but the pan and blood-loss of his injury was making his head spin…preventing him from focusing enough to..!

"_NOOOOOOOOOOO!!_"

Amanda's scream focused Nightcrawler's thoughts like a laser…but not _nearly_ as much as his surprise did…as he saw a blast of pure, off-white _force_ blaze in from the side, knocking Aresia _clear_ off the armour's shoulder, causing the Annihilator to pause, hesitating. Slowly, they all turned towards the source of that blast, with amazed expressions…which only grew, as they saw Amanda, sitting by a building wall, next to her friend, who was _equally_ astounded…but nowhere _near_ as surprised as Amanda herself was…as she gazed upon her own hands, which were softly glowing with a pearly light.

Kurt blinked in utter amazement. "_M-Mandy??_"

Amanda's lovely face was frozen with fright. "_K-Kurt?_" she whimpered. "W-What's happening to me?!"

Aresia was utterly _furious._ "You _miserable_ little _wench!!_" she hissed, hopping back onto the Annihilator's shoulder. "You'll _pay_ for that!!" With that statement, the Annihilator started to stomp towards Amanda and her friend, its fists raised…

…but it never finished its attack, as a golden rope snagged Aresia's arm, before Wonder Woman, flanked by Storm, Power Girl, Clea, and Hawkgirl, yanked her renegade sister _clear_ off of the armour's shoulder, sending her crashing to the ground.

As Wonder Woman and the others touched down, Superman smiled wearily. "I trust you all had a nice trip?"

Diana chuckled. "Oh, yes; _quite_ enlightening."

"Good to hear." Cyclops said. "We could use a little enlightenment."

As she got back on her feet, Aresia glared at her sister. "You're _far_ too late, _Sister._" she spat. "We _both_ know that _nothing_ you can do will stop the Annihilator!"

Power Girl chuckled. "You can say _that_ again, lady."

At Aresia's gesture, the massive armour began to stomp towards them. "Uh…okay, I'm thinking we could use that flaw, about now..!" Leviathan said.

"I concur." Siryn said. "Given what we know of what this monstrosity can do, a plan would most assuredly be helpful."

Storm chuckled. "Oh, we _have_ a plan."

"_Great!_" Cannonball said. "Let's hear it!"

"Our plan is simple." Clea said. "We do nothing."

There was a momentary silence at that statement. "_That's_ your plan?!" Iceman cried.

Superman looked mildly worried. "I'm guessing there's a story, here..?"

Wonder Woman softly chuckled. "You recall the good Doctor's description of the Annihilator's abilities?" she asked. "That the Annihilator takes the force sent at it, and sends it back tenfold?"

"I remember."

Power Girl chuckled. "_Tausha_…ten times _zero_ is still _zero._"

Superman blinked…and then smacked his forehead. "Oh, _duh!_" he said. "How dumb _are_ we?"

"Uh…mind filling us in?" Avalanche asked.

"You heard them." Superman said firmly. "No-one does _anything._"

Flash sighed. "Okay," he muttered, "it's not like I was going to get to see the Marathon, anyway…"

Slowly, the Annihilator stomped towards them; it raised its fists…and swung, as they all reflexively braced for the impact of the strike..!

…but it never came; the Annihilator's fist stopped inches from Superman's face, as if it only had enough energy to bring its hand _that_ close and no closer, before it pulled its hand back, as it stood at attention, completely still.

Aresia's expression was almost _comical._ "_Attack_ them!" she ordered…but the Annihilator did not respond. "I said _attack!!_"

Diana chuckled. "Trouble, Sister?"

Aresia was _livid._ "What have you _done?!_"

Wonder Woman smiled darkly. "The one action that the Annihilator _could not_ counter." she replied. "_Absolutely __**nothing.**_"

Leaping down from the Annihilator, Aresia reached for her knife, causing the others to brace for an attack. "If you think for one _second_ that this is over 'Sister'..!" she hissed…but she suddenly froze, as if she were a puppet whose strings had just been cut. At first, Superman and the others were confused…until they spotted the lengths of shadow stretching from Aresia's feet…to _Rachel's._

"_You tried to hurt my friend._"

Rachel's voice was surprisingly soft, but it held an unmistakable _bite._ Aresia's only response to Rachel's accusation was a low, guttural, gurgling sound from the back of her throat.

Rachel wasn't even letting her _talk._

Slowly, Rachel's eyes began to glow an eerie, almost soulless white…before _narrowing._ "_That was a mistake._" At that, her fists clenched, as pure _black_ energy began to condense in her hands…matching the force-aura that now held Aresia firmly, only tightening at Rachel's next words.

"_Azarath Metrion __**ZINTHOS!!**_"

Rachel's incantation twisted through the air like a physical _force_, as her spell-aura lifted Aresia up like a rag-doll…and _slammed_ her into the pavement with near-crushing force. Rachel simply _looked_ at a nearby wall…and her spell slammed Aresia into it; Rachel looked at another wall, as her spell crushed Aresia to the stone, causing her to cry out. Rachel then looked _up_, and her spell _threw_ Aresia into the air; Rachel then unclenched her fists, releasing the energy she'd gathered, morphing into countless, black, needle-thin shadow-blades, which flew at the rogue Amazon, ripping into her as she fell back towards the ground.

By some miracle, Aresia managed to land on her feet, bruised, battered, and bloodied, but still standing; she turned to glare at Rachel…but her glare quickly became a stare of pure _horror_, as Rachel's eyes began to glow a malicious _red_, her mouth turning up in a positively _evil_ smile…

Instantly, Rachel seemed to grow ten feet tall, looming over her hapless prey, as she threw open her cloak…and unleashing countless tendrils of shadow-energy; the tendrils snared Aresia in less than a half-second, and in another instant, pulled her into the infinite shadows of her cloak. As Aresia's muffled screams echoed from her cloak, Rachel just smiled evilly, the ruby glow of her eyes only brightening, as they seemed to _split_, becoming _two_ pairs of eyes…

The others could only watch with growing horror at Rachel's attack. "She's…she's a _sorceress…_" Scarlet Witch murmured.

"Yes," Dr. Strange agreed, "and a _powerful_ one at that."

Hawkgirl looked grim. "Powerful or not," she muttered, "she's losing control; if she turns on us..!"

"_Rachel!!_" Amanda cried. "_Rache, STOP!!_"

At the sound of her friend's voice, Rachel's eyes went wide, regaining their normal colour, as she gasped, utterly _horrified_ at what she'd almost done; quickly, she shrunk back to normal size, her shadow-tendrils vanishing back into her cloak, as her spell-energy dissipated…but there was no sign of Aresia.

Clea looked stricken. "By Oshtur, child," she murmured, "did you..?"

Rachel said nothing; she merely pulled back part of her cloak…revealing Aresia, lying at her feet, curled up in a fetal position, her skin unnaturally pale, her hair nearly _white_, and with a semi-crazed look in her eye.

"_Whoa,_" Toad murmured, "what'd you _do??_"

Rachel's face remained expressionless. "Let's just say that I wouldn't count on her having pleasant dreams." she said. "Ever _again._"

"_Where_ did you learn to _do_ that??" Phantom asked.

"_Azarath._"

Android's calm voice surprised them all. "Come again, Metal-Head?" Berzerker asked.

"_The design of the clip that Rachel's cloak uses is characteristic of the Magic School of Azarath._" Android replied. "_Furthermore, the cloak itself is consistent with the School's uniform._"

Superman slowly nodded. "I had a feeling that was it." he said quietly. "Only a mage of Azarath could use _that_ kind of power."

"Come again, big guy?" Spyke asked.

Superman looked to Rachel. "Rachel, right?" he asked. "Would you prefer to tell them?"

Rachel looked away. "Go ahead."

Superman turned to the others. "Azarath is the fifth planet of the Nior System." he explained. "In their own way, the people of Azarath were just as advanced as the people of Krypton were…but where my people turned to science, the people of Azarath mastered _sorcery._"

Dr. Strange nodded. "You all know how powerful Clea and I are," he said, gesturing to his wife, "so you will understand what I mean when I tell you that this young lady makes us _both_ look like _idiot children._"

Sunspot gulped. "Okay…remind me to _never_ make her mad."

"So…what brings you here?" Power Girl inquired.

Rachel's expression didn't change. "I don't want to talk about it."

"You've been at our school all this time?" Iceman asked. "How come we've never seen you?"

"Yeah…I don't think _any_ of us have seen you." Spyke added.

"Isn't it _obvious?_" Siryn asked. "She's been using a cloaking spell to mask her presence; it's unlikely that even the _Principal_ knows she's there."

His eyes narrowing, Cyclops turned to Rachel. "Rachel…is this true?" he asked. Rachel's silence told it all. "_Why_, Rachel? Why were you hiding from us?"

"I _don't_ want to talk about it."

Hawkgirl's eyes narrowed. "If you have nothing to hide, why so secretive..?" she asked, lightly grasping her mace.

Amanda looked stricken. "She _wasn't_ hiding." she said. "_I_ could see her, for some reason." Looking to her friend, she added imploringly, "_Why_, Rache?"

Rachel's expression turned slightly sad. "I just…wanted to see what it was like." she whispered.

"To see what _what_ was like?" Amanda asked.

"To…to be _normal._" Rachel murmured. "That's all. Just a little _look_; nothing more." She turned away. "But it was _stupid_ to even _try._"

"Why?"

Rachel pulled her cloak's hood up, hiding much of her face in its shadow. "Because I'm _not_ normal." she said with grim finality. "I am nothing but a _raven_; I bring nothing but _misfortune._"

Amanda softly gulped. "Is…is that why you tried to kill yourself?"

There was a deathly silence at that. "If you knew what I _really_ was," Rachel whispered, "you'd _understand._"

"_No_, Rachel," Amanda retorted, "I _wouldn't_; you're my _friend_ – no matter what, I would _not_ want you to die."

Rachel looked stricken at that…before she turned away. "You don't have to worry about me, anymore; I won't be bothering any of you, again." With that, before anyone could react, Rachel enfolded herself in a black spell-aura…which morphed into an impressive blackbird – a raven – before flying off, vanishing in mid-air.

Everyone was silent for a moment as they watched Rachel vanish. "We…we'd better head back." Cyclops said. "I'm sure Kurt will need to get that shoulder looked at."

Nightcrawler lightly grimaced. "It's not _zat_ bad; I don't zhink zat Aresia hit any major blood-vessels…"

"We _still_ need to patch you up, Kurt." Power Girl said.

Wonder Woman nodded, before she hefted Aresia's quivering form over her shoulder. "I had best take Aresia back to Themyscira; I doubt that any of your prisons are equipped to incarcerate an Amazon."

"True enough." Spider-Man said. "Well, it looks like you guys have things in hand, here; catch you on the flip-side." With that, he fired a web-line, and swung off, while the others turned to go.

It had been a crazy day for them _all._

XXXXXXXX

_Xavier Institute_

After his students had returned, Charles was quite surprised to hear all that had happened; the recent alert he'd gotten from Cerebro was startling enough. '_Well, when it rains, it certainly does __**pour.**_'

Presently, he was sitting at his desk in his office, as Superman and Dr. Strange briefed him on today's incident. "You're certain that the Annihilator should be safe in S.H.I.E.L.D.'s care?" Charles asked.

Stephen nodded. "I left a very detailed report with General Fury, Charles; he assured me that they will be storing that monstrosity in a facility on par with Fort _Knox_…and on the off-chance that someone _does_ activate it, I informed him of its inherent flaw."

Superman chuckled. "I'm sure that any would-be thieves will be surprised to be met with _no_ resistance when they try to leave with it."

Charles nodded. "And the two gems?"

"General Fury agreed that it was not safe for the Tear of Zeus and the Eye of Odin to remain in the museum," Dr. strange said, "so he agreed to let me take them." His expression turned grave. "However, I do not think it is wise to keep them in the same place – I will keep the Tear in my Sanctum; Superman, I trust that your Fortress would be a safe place to keep the Eye?"

Superman nodded. "I'll lock it in the Fortress' Armory; if someone manages to break in _there_, the Eye will be the _least_ of our worries." he replied. "You can drop it off at the Fortress when you can; right now, I'd better help the rest of the League clean up the Annihilator's mess." With that, he darted off.

"I had best take my leave, as well." Stephen said. "Take care, Charles."

As Dr. Strange vanished in a cloud of crimson haze, Charles was left alone; he started to reach for a file he'd been working on…and paused, smiling to himself. "You may come in, Amanda."

Slowly, Amanda peered around the door-frame. "Have…have you notified my parents yet, Professor?" she whispered.

Charles gently nodded. "They should be here shortly, Amanda."

Amanda looked stricken. "I…I'm a little scared." she confessed. "I'm not really sure how my parents feel about mutants; that's why I haven't told them _everything_ about Kurt, yet, and _now_..!"

"Amanda, if your parents _love_ you," Charles said softly, "then they will accept you."

Amanda lowered her gaze. "I hope you're right…" she began…but she didn't get the chance to finish, as her parents quickly walked into the office.

"_Amanda!!_" Margali cried, embracing her daughter. 'Sweetheart, are you okay?!"

"I'm fine, Mom." Amanda answered. "I'm okay."

Turning to the Professor, Bob managed a somewhat-forced smile. "Thank you for…for looking after our daughter." he said. "We were worried sick when we heard about that…whatever it was that was rampaging through the city."

Margali nodded. "Please be sure to thank your students for us, as well."

Charles smiled. "I'd be happy to."

Bob still looked somewhat uncomfortable. "Well…Professor Xavier…if it's all the same to you, we'll be on our way…"

"Mr. and Mrs. Sefton," Charles said gently, "there _is_ another matter that we need to discuss."

Margali looked confused. "Is…is something wrong?"

"Uh…not _exactly…_" Amanda answered.

Bob looked to the Professor. "What's going on, here..?"

Charles took a deep breath. "Mr. Sefton…I have a device – Cerebro – which allows me to detect the activation of the X-Gene; it is how I first located all of my students." he explained. "Just a few hours ago, I detected a new X-Gene manifestation."

"Good for you," Bob said, "but I don't see what this has to do with…" but his voice trailed off.

Margali's hands went to her mouth. "Oh, my God…"

Amanda smiled weakly. "Surprise…"

"You…you must be mistaken." Bob said. "That machine of yours is _wrong_, Xavier; my daughter is _not..!_"

"_Robert._" Margali said firmly. "Let's at least _listen_ to the man." To Charles, she continued, "Professor, I…I mean, this is just such a _shock_; I thought…I mean, I know I'm no expert, but I thought I'd heard that the…the 'X-Gene' showed up _earlier_, if you _did_ have it…"

Amanda smiled sheepishly. "Remember how I was a 'late-bloomer,' Mom?"

"Well…yes."

Charles nodded. "You are correct, Mrs. Sefton; the X-Gene normally manifests itself at the onset of puberty." he said. "Therefore, if puberty was delayed, the X-Gene's development would be delayed, as well."

Bob's face was pale. "I…I don't believe this…" he murmured. With that, he simply got up, and walked out of the office.

Amanda looked stricken. "D-Daddy..?!"

Margali instantly placed her hand on her daughter's shoulder. "Give him time, honey." she soothed. "You've got to understand; this is a _big_ shock for your father – for _all_ of us."

Amanda suppressed a sniffle. "No kidding."

Turning to Charles, Margali asked, "So…what kind of…abilities does Amanda have?"

Charles looked mildly worried. "Presently, she has the ability to project bolts of concussive force from her hands," he answered, "but, judging from what Cerebro detected, Amanda's X-Gene _still_ has not manifested fully; her powers are still growing. What's more, the reading that Cerebro took was quite similar to another of my students, Wanda Maximoff, code-name Scarlet Witch; whatever Amanda's powers are, they will likely be of a similar type to hers."

Margali suppressed a gasp. "Oh my _God…_" she whispered. "She…she was _right…_"

Amanda blinked. "Mom..?"

Margali smiled weakly. "Sweetheart…my family – the Szardoses – were descended from Romani nomads…and we were known for being…_gifted._" she said. "My grandmother was _exceptionally_ talented; her clairvoyance was _legendary._" She took a deep breath. "She once told me that…abilities like hers often skipped a generation or two." She softly chuckled. "I only had a talent for palmistry at _best_, honey; I _knew_ that I didn't have her talent…so I had always assumed that she was just senile…"

"…until now." Amanda finished.

"Mrs. Sefton, I am perfectly aware that magic is a _very_ real phenomenon." Charles assured her. "A colleague of mine is a renown practicioner in the mystic arts; you and your daughter have nothing to be ashamed of…"

"It's not that." Margali said. To her daughter, she added, "Sweetheart…whatever it is you have…chances are…_I'm_ the one who gave it to you." She suppressed a sniffle. "It's just been lying dormant in me…and I passed it to _you_…and I'm so _sorry…_"

As her mother buried her face in her hands, Amanda quickly hugged her. "It's okay, Mom." she whispered. "It's okay."

Charles smiled gently. "Mrs. Sefton," he said, "I had also hoped to discuss with you and your husband the idea of Amanda attending the Institute…but if you would prefer to wait…"

Margali shook her head. "Professor, I honestly wouldn't be able to help Amanda with this; I think that the best place for her right now is _here._" she answered. "Just look after her is all I ask."

Charles' smile grew. "We will." he promised.

Amanda also smiled. "Thanks, Mom."

Margali smiled back. "I'll get your things together when your father and I head home." she replied. "And I'll _talk_ to your father; I'm sure that, as soon as the shock wears off, he'll be fine."

"I hope so." Amanda said. "I can handle the entire school hating me, now…but I don't think I could handle Dad…"

"Oh, I _know_ he doesn't hate you, honey." Margali assured her. "And I don't think the _entire_ school will, either; I'm sure that nice boy Kurt won't!"

Amanda chuckled. "Well, you're right about _that._" she answered, before she gave her mother a good-bye hug. "I love you, Mom."

"Oh, I love you, too, sweetie." Margali said. "And so does your father." Slowly releasing her daughter, she finished, "I'll be by soon with your things, sweetie; take care!" With that, she headed out of the office.

Turning to the Professor – her new mentor, now – Amanda's smile became a bit shy. "Professor, is…is Kurt okay, now?"

Charles chuckled. "I heard from Hank, a few minutes ago; Kurt is expected to make a full recovery." he assured her. "If you want to visit him, I'm sure he'd welcome it."

Fighting a rosy tint that was spreading across her face, Amanda turned to go…but paused. "Professor, there's one thing that's still bugging me." she said. "Why was _I_ the only one that could see Rachel? Why couldn't Jean, or Wanda, or Anita pick her up?"

Charles looked thoughtful. "I'm afraid that I can only guess at Rachel's true intentions, Amanda," he confessed, "but if I had to venture a guess, I would say that Rachel likely _knew_ about them, and undoubtedly strengthened her cloaking spell when they were near…"

"…but she didn't know about _me._" Amanda finished.

Charles nodded. "Perhaps that was the case at first, Amanda, but after meeting you, she _could_ have strengthened her guard to evade you." He smiled. "I think that, in her own way, she _did_ trust you."

Amanda smiled. "Thanks, Professor." she said, before she turned, and hurried off to the infirmary.

Alone again, Charles smiled to himself; today _had_ been hectic…but it was nice to know that _some_ good had come out of it.

XXXXXXXX

As Hank finished the last of his stitches, Kurt, clad only in a pair of blue jeans, winced, while Todd, back in his street-clothes, watched with a grin and a chuckle from an adjacent cot. "Ach…zat Aresia packs one _nasty_ knife…" Kurt grumbled.

"'Always watch yer rear,' Wagner." Todd quipped. "First rule of defence."

Hank arched a bemused eyebrow as he finished Kurt's stitches. "You know, Mr. Tolansky, I _could_ give you a local anaesthetic for that tongue of yours."

Todd gulped. "Uh…that's okay; I'll tough it out."

Chuckling, Hank said, "Well, Kurt, just give that shoulder plenty of rest, and you'll be good as new."

Kurt managed a smile. "_Danke_, Herr McCoy." Hank just grinned, before he headed out of the infirmary.

Todd shook his head. "Well, that psycho-chick sure did a number on _us_, huh?" he asked. "You got the pincushion treatment, and I got turned into a frickin' ball-and-chain."

Kurt shrugged. "Comes vith zhe job." he answered. "I heard zat you did good out zhere; you and Fred ever think of joining up?"

"Eh; not our thing, right now." Todd answered. "Besides, the dress-code _sucks_; that suit was riding up my butt something _fierce._"

Kurt grimaced. "Did _not_ need to hear zat."

Todd sighed. "Well, Fuzz-Butt, I guess I'll be seeing you." he said. "Probably not as much as before, mind you…"

Kurt blinked. "Vhy?"

"Todd?"

Turning, Kurt and Todd both saw Wanda, in her usual clothes, walk into the infirmary. Sighing again, Todd briefly looked to Kurt. "Avert your eyes, Wagner; this _ain't_ gonna be pretty." Standing up, he walked over to Wanda.

Wanda looked mildly stricken. "Look, Todd…about today…"

"I know what you're going to say, Wanda," Todd said glumly, "and you're absolutely right, so just do it and get it over with."

Wanda blinked. "What??"

"I'm a frog of my word, Cuddlebumps." Todd whimpered. "I said if this date sucked out loud, I'd neve bug you again, so," he suppressed a sniffle, "so just dump me – this kinda stuff is like yanking off a band-aid, I hear; it's best to do it quickly…"

Wanda slowly smiled. "You think I'm dumping you?"

"What else _could_ you be doing?" Todd lamented. "I did nothing but babble about bugs, pester you for a kiss, and get my keister _handed_ to me by a psycho chick in armour; if any other girl had a date like that, she'd get a _restraining order…_"

Wanda half-smiled. "Since _when_ am I like 'any other girl,' Tolansky?"

Todd blinked. "_Huh??_"

Wanda's smile grew. "Todd, I'd been expecting you to go over-the-top with trying to win me over, but you _really_ surprised me, today." she said. "You showed me an ambition that I would have _never_ picked up on, and you helped my friends and I face down a nut-job, not once, but _twice._" She chuckled. "And as for that 'kiss'…we never actually _finished_ it, did we?"

Todd was frozen to the spot…before he pinched himself, _hard._ "Okay…definitely _not_ dreaming."

Wanda chuckled, before her tone turned serious. "I just need to know _one_ thing, Todd." she replied. "_Why?_ Why have you been knocking yourself out trying to impress me? Why _me?_"

Todd's expression turned thoughtful. "Why, Wanda?" he asked. "I honestly couldn't tell you; it's not for any one reason – it's just…everything about you…just makes me want to get to know you." He sighed. "Look, Wanda, if you don't feel the same, just say so now, and I won't bug you, any more." He gulped, and braced himself, as if expecting a hit…

Wanda was silent, for a moment…and then shyly smiled. "Todd…I think I'd like to see where this goes."

Todd's eyes nearly bugged out of his _head._ "_R-Really?!_" he exclaimed, before he managed to calm himself. "So…does that mean I get a kiss?"

Wanda laughed. "Oh, shut up." she teased…but she leaned in close to him, as Todd leaned in, as well…

The kiss was slow, just a light, tentative tasting of each other; Wanda had to admit, Todd's repetitive teeth-brushing certainly hadn't hurt his cause…and then, their _tongues_ started to get involved.

After a few seconds, their kiss ended, before things got _too_ out-of-hand. Wanda managed to smile. "Not bad, Tolansky."

Todd didn't answer; he only managed a completely lovesick, goofy grin. "See you around?" he babbled, at last.

"_Love_ to."

Todd's grin only grew, as he dazedly walked out of the infirmary…and _right_ into the closed door. "_Meant_ to do that." he said, before he opened the door, and headed out.

Noticing Kurt's grin, Wanda half-frowned. "Oh, shut your pie-hole!"

Kurt just laughed. "Oh, vait 'till zhe others hear about _zhis!_"

Wanda rolled her eyes. "Good to see you're back to normal, Fuzzy." With that, she walked out of the infirmary.

Just as Wanda was leaving, Amanda walked in. "How are you feeling?" she asked, smiling.

Kurt grinned. "Better now zat you're here, _liebe._" he answered. "How did it go vith your parents?"

Amanda sighed. "My Dad is freaked, but I think my Mom is okay with it."

Kurt nodded. "Don't vorry, 'Mandy; he'll come around."

"I hope so." Amanda said…before smiling shyly. "I guess now isn't the best time to tell them that my _boyfriend_ goes here, too."

Kurt chuckled. "Probably not."

Amanda's expression turned sad. "Kurt…do you think Rache's okay?"

Kurt looked chagrined. "Honestly, 'Mandy, I don't know." he admitted. "All I can say is zat, if ve find her, again, we'll do what we can to help her."

Amanda smiled. "Thanks, baby." she cooed. "I think I'm going to _like_ it here."

Kurt laughed. "Not after one of Herr Logan's sessions, you von't!"

Amanda laughed back. "Kurt, _what_ could make me hate the place that gives me 24-hour access to the man I _love?_" she teased. "Besides, day-tripping with _you_ guys is _never_ boring, at least!"

Kurt chuckled. "Vell, it's good to know ve're good for something, Little Miss Daytripper!"

'_Daytripper...I like the sound of that!_' Amanda thought. Out loud, she replied, "I guess I'd better go check which room I'll be staying in." Giving Kurt a quick peck on his fuzzy cheek, she finished, "Get well soon!" With that, she turned, and headed out of the infirmary.

As she walked, Amanda couldn't help but feel a bit unnerved by the shadows in the corridors; they were _much_ longer than they should have been at this time of day…and _one_ of them looked like a _person…_

…wearing a _cloak..!_

Whirling around, Amanda turned towards the shadow…and found nothing. '_Okay, I'm probably just jumpy from everything…_'

"_Thank you…_"

Amanda whirled around again, searching for the owner of that voice, that soft, sad, melancholy voice that she knew so well. "R-Rachel?!"

"_Thank you…for being my friend…_"

"Rache, if you're here, _please_, just _talk_ to me..!" Amanda pleaded…but it was no use.

Rachel, if she'd ever been there, was gone.

Sighing to herself, Amanda looked around; the shadows were gone, as well. Turning, Amanda continued on her way…while hoping that, wherever her friend was, she was happy.

XXXXXXXX

_Undisclosed location_

In a land far from prying mortal eyes, an endless snowstorm raged around a massive castle of black ice, its jagged spires reaching up to pierce the clouds and send their frigid contents spilling down upon the snow-covered plains. Within the throne-room of the castle, its lord and master sat upon his throne, brooding, his gold-glove-clad hand grasping a goblet of green liquid, matching the colour of his one-piece, form-fitting garment, covering him from head-to-toe, adorned with gold boots, a golden belt, and a golden cape, with twin, curved, golden horns decorating his forehead.

As he downed the drink in one gulp, he frowned to himself; it had been _so_ simple – all the mortal wench had to do was retrieve the Annihilator, along with the All-Father's Eye and the Tear of 'dear' 'Uncle Zeus,' and return here…and she'd squandered the opportunity on her own petty rivalry…leaving him without a weapon and without a single thing to curry favour with the All-Father.

_Never entreat a mortal to do a god's work._

He'd learned that lesson too late, now; the mortals had reclaimed his weapon, and the Superman – he'd gotten a good laugh at that word – had taken the Eye and stored it in his _own_ frozen stronghold.

Well, he'd fix that…but in due time.

For now, he had to find _better_ allies for his little conquest, ones which could actually be _counted_ upon…and ones that didn't shun him on sight, or weren't inclined to speak with his wretched brother.

His brother; the All-Father's perfect child. '_Oh, how I shall __**enjoy**__ humbling thee, 'dear' brother…_'

Shaking himself out of such thoughts, the Trickster of Asgard allowed his mind to wander back to today's failures.

He would repay the Kryptonian and his cronies for their meddling…but on _his_ terms.

Smiling to himself, Loki rose from his throne, and headed into his library, to continue his research.

The summoning of Ragnarok was no easy task…and there was much to do…

XXXXXXXX

_Watchtower_

After leaving Aresia back in the care of her mother – as well as an irate Artemis – Diana returned to the watchtower, for a brief respite…and a few hours in the training chamber.

So much for her day off.

Walking into the chamber, she switched on the lights, and began selecting a simulation; she needed to work off some steam…

"I trust that there was no problem on Themyscira?"

That baritone growl was enough to terrify any criminal…but Diana just smiled, as she turned to face Batman. "Mother was understanding of Aresia's…condition, but I doubt that Artemis will _ever_ forgive me."

Batman's expression didn't change. "I'm sure Queen Hippolyta will be more vigilant," he conceded, "but that's not what I was referring to."

Diana chuckled. '_Emotionally constipated, as always…_' "No, Bruce; no-one was injured on _either_ trip to Themyscira." she answered. "I trust that you had no problems?"

"Nothing we couldn't handle." Batman answered. "I only just got back from the reconstruction; I have Monitor duty." With that, he turned to go…

"That was an interesting technique you used to disable Aresia." Wonder Woman said. "Not many can say they've bested an Amazon at unarmed combat."

"Hand-to-hand is never solely about force." Batman said. "Precision and technique are vital; with them, all else falls in place – without them, it falls apart."

"Of course." Diana agreed, smiling slightly. "Regardless, I was wondering if you could demonstrate it."

Batman arched an eyebrow. "The _gunn-ting_ is a precision move; it takes time to master and use effectively."

Diana put her hands on her hips, feigning offence. "You suggest that I cannot do it?" she asked. Her smile became teasing. "Typical male thinking."

Batman did not react at all; he never even batted an eye. "If you're serious about this, then come at me with a punch; we'll begin by moving slowly, so that you can see the _exact_ spot you have to strike – it _has_ to be this spot; anywhere else, and the move fails." Nodding, Diana came at him with a slow punch; at the last second, Batman leaned out of the way, and came back in with the rigid index and middle fingers of his hand, moving in a piercing strike, like a cobra's fang, coming to rest on a spot in the middle of her forearm. "_Here._" he said, lightly pressing down, causing Diana's arm to feel pins-and-needles. "Now you."

Stepping back, Batman came at her with a slow punch; promptly Wonder Woman copied Batman's move. Only the slightest tick of Batman's jaw told her she'd done it right. "Again."

Once more, Batman came at her, but a bit faster, forcing her to react more quickly.

"Again."

Once more, he was faster.

"Again."

Again, faster.

"Again."

As they practiced again and again, Diana couldn't help but smile.

_This_ was what Aresia would never understand about Man's World.

True, men had their faults, but they also had their virtues, many of which she and her sisters shared; Bruce, Clark, and the others were proof positive of that.

This was why she stayed; to uphold those values with her comrades, who had become as dear to her as her sisters…

…and, if she was being honest with herself, _one_ was gradually becoming dearer _still._

XXXXXXXX

_Coming Soon:_

_A surprise announcement from Lex throws our heroes right into the frying pan, and the fire is white-hot…_

_Can a couple of old friends help save the day?_

_Or has our favorite boy-billionaire finally bitten off more than he can chew?_

_Find out, when Lex learns __**exactly**__ where "Good Intentions" lead…_


	16. Good Intentions

CHAPTER SIXTEEN: GOOD INTENTIONS

_Metropolis, New York, November 28, 2008_

The night air over Metropolis held the crisp bite of approaching winter as Frank Chang, 65, began to close up his convenience store a bit early. It had been a quiet day, and Frank was looking forward to going home to see his family; his daughter was home from university, and she was bringing her boyfriend with her…

Suddenly, the front window shattered, as four armed thugs leapt through, coming straight for him _just_ as he was putting the cash-box away. "Hand it over, old man." the lead punk sneered. "_Nobody_ does business on _our_ turf without paying up."

"N-No, please!" Frank cried, clutching the cash-box close to his chest. Snarling, the lead punk moved to take it from him…

…and was suddenly sent flying, as an arrow shot through the shattered window, pinning the thug to the wall through his jacket collar; as he reached to pull the arrow out, a _second_ arrow pinned his _sleeve_ to the wall, trapping him.

"Didn't your parents teach you jackasses any _manners?_"

Whirling around, the remaining three thugs _froze_, as they saw a tall, strongly-built young man, clad in green pants, green boots, green gloves, and a green sleeveless hooded vest, with a green eye-mask over his face, brandishing a menacing green mechanized long-bow, with a large quiver strapped to his back, walk through the window.

The crime-fighter known only as Green Arrow smiled darkly. "Guess I'm gonna have to _teach_ you some."

Snarling, two thugs rushed at him, but Green Arrow was _infinitely_ faster; drawing a cylinder-headed arrow and fitting it to his bow in a _fraction_ of a second, he pulled the string back and let it fly – the bowstring sang as the arrow lanced towards them…before opening into a net, trapping them in a heap on the floor. Panicking, the last thug ran out the door, trying to make a break for it…only to be swept up by a blue-and-crimson blur.

Arching an eyebrow, Green Arrow turned towards Frank. "I'm sorry about your window, sir; I'm sure your insurance will cover it, but if not, a friend of mine will take care of it." With that, he turned, and walked out, as Frank mumbled a shaky 'thank you.'

As he stepped outside – noticing the fourth thug neatly dropped head-first into a garbage can – Green Arrow looked up at the rooftops, before drawing a handgun-sized crossbow, and fired; the grappling-hook lanced towards the nearest rooftop and caught, before the retractor mechanism pulled him up…where Superman was waiting for him. "Hey, Clark."

"Hey, Ollie." Superman replied. "How's business?"

Green Arrow shrugged. "Same old, same old." he answered. "By the way, thanks for the assist."

"Anytime." Superman answered. "How's Vic doing?"

"Pretty good; we work on a few cases together, every now and then." Green Arrow answered. "So, how are things going with that new team of yours?"

"Pretty good." Superman replied. "In fact, Arty, Wally and I were kinda surprised that you guys haven't asked to join up."

Green Arrow chuckled. "Tempting though it is, Smallville, I think I'll leave the big-time baddies to _you_ guys; I prefer to watch out for the little guys." He shrugged. "As for Vic, I think he's got a few things he needs to work out before he goes full-time crime-fighter."

"Okay by me." Superman said. "If you change your mind, our door's always open." Suddenly, he looked off towards the horizon, his expression turning faraway. "I'd better get going."

"No problem." Green Arrow answered. "See you around, Smallville."

"See you around." Superman answered, before he turned, and flew off, as Green Arrow darted across the rooftops, to continue his own patrol.

XXXXXXXX

_Xavier Institute, November 29_

The approaching cold bite of winter had long since turned the Institute's trees varying shades of red and gold as Charles Xavier sat in his office, filling out various files; he had to admit, being the chief administrator of the Institute got mind-numbingly tedious, at times…

Suddenly, the phone began to ring, and Charles promptly answered. "Hello?"

"_Charles? It's Lex._"

Charles smiled. "Why hello, Lex; how are you, today?"

"_Oh, I'm fine, thanks._" Lex answered. "_I take it you haven't seen the news, yet?_"

Charles blinked. "Pardon me?"

"_I think you might want to take a look at the ol' idiot-box, for a while; I suggest Channel Six._" Lex answered. "_I'll call back in a few; trust me, you're gonna want to see this._" With that, he hung up, leaving Charles wondering what in the world he was talking about…

Just then, Mystique walked into Charles' office, her expression worried. "Charles," she said, "you had better come see this." With that, she hurried out of his office, as Charles wheeled after her as fast as he could.

Charles followed Mystique into the living room, where all the other students – except Clark, who was at work, and Alison, who was at a CD-recording – had gathered around the TV…all watching the special news report, where the anchorwoman was interviewing Lex. "_Well, Mr. Luthor, I must say, your latest announcement has come as quite a surprise! Is it true that your company has found a cure for the mutant gene..?_"

Lex quickly held up his hand. "_I'm afraid I'm going to have to correct you on two points, Lianna._" he said. "_First of all, it's Lex; the only 'Mr. Luthor' I know of is my father – every time I hear that, I half-expect to see him back from the dead._" That earned an appreciative chuckle from the audience, before Lex's expression turned serious. "_And more importantly, what we've discovered is __**not**__ a 'cure'; mutation is __**not**__ a disease, Lianna – people who possess the X-Gene don't need to be 'cured'._"

"_I'm so sorry, Mr. Luth – __**Lex,**_" Lianna corrected herself, "_but I'm afraid that we're all a bit confused as to the nature of your discovery…_"

"_What we have discovered,_" Lex said, "_is a commonality amongst what we believe are all gene-products derived from the X-Gene; the people at LexCorp Biomedical made this discovery after months of painstaking analysis, alongside hundreds of volunteers, all mutants, who were willing to help further the understanding of this remarkable DNA fragment. The result, Lianna, is that we have been able to create an artificial antibody that binds to the X-Gene product, temporarily inactivating it._"

"_So, you're saying that this treatment can temporarily disable a mutant's powers?_" Lianna asked. "_Excuse me for asking this Lex, but…why?_"

Lex looked grave. "_Mutants face challenges every day, Lianna; between learning to control their gifts and trying to fit in, their lives are __**plenty**__ difficult. Sometimes, however, those gifts can be as much a hindrance as they are a boon; say, for example, one person's X-Gene gives them incredible night vision – that's well and good, but if that person tries to see during the daytime, they'll damn near be __**blinded.**__ There are people whose gifts have become an obstacle to their living happy, successful lives; in the past we've been able to help people afflicted with disabilities live productive lives – why can't we do the same thing here?_" Looking right at the camera, he held up a small vial of clear liquid. "_This isn't a 'cure'; it's __**medicine**__, designed to help mutants better manage their gifts, allowing them to live fuller, happier lives._"

The image then changed, showing Lianna in the news office. "_That interview was conducted several hours ago; regardless of his intentions, Lex Luthor has undoubtedly made what will likely be the most controversial discovery since mutants became public knowledge! Could LexCorp's latest discovery mark the start of a new era in treating genetic disease? Only time will tell. This is Lianna Mitchell, with Channel 6 News, signing off!_"

Everyone in the room was silent for a moment at that. "_Whoa._" Alex murmured.

"_I'll_ say." Ron agreed.

Scott looked to Charles. "Professor…do you think Lex is _serious?_"

Charles looked stricken. "I honestly don't know, Scott."

Anita frowned. "I _doubt_ it." she muttered. "It's likely just another of Luthor's bids for publicity."

"Ah _hope_ not." Rogue said. "Ah, fer one, wouldn't _mahnd_ givin' up mah powers fer a whahle."

"I _hear_ you." Evan agreed. "This spiky tuxedo of mine is good enough in a pinch, but it's getting _old._"

Just then, the phone rang, again, as Charles wheeled over to answer it. "I assume that your company's discovery was what you wanted me to see, Lex?"

"_Pretty much._" Lex answered. "_What did you think?_"

"I think that I'm quite concerned." Charles answered. "Lex, the idea of someone simply being able to deactivate a mutation is somewhat disconcerting…"

"_I meant what I said, Charles; this medicine will be used __**strictly**__ to help mutants cope with their abilities._"

"That may be what you _intended_ it for, Lex," Charles said, "but inventions are rarely used the way they are intended…"

"…_which is why I'm taking every precaution to make sure that this treatment isn't misused._" Lex said. "_That's why I called you, Charles; I wanted to have you – one of the world's foremost experts on the X-Gene – oversee this little endeavour. If things aren't up to snuff, I'll pull the plug, myself._"

Charles frowned worriedly…and then nodded. "I accept."

"_Thank you._" Lex answered. "_I'll send a chopper for you within the hour…_"

"That won't be necessary, Lex." Charles answered. "I will arrange my own transportation, as I am certain that some of the others will wish to accompany me."

"_Of course._" Lex said. "_You can find me at LexCorp Metropolis; I look forward to seeing you all, at the lab and at the gala I'm hosting, later. Have a safe trip!_" With that, Lex ended the call.

Ororo looked worried. "That was Lex, wasn't it?"

Charles nodded. "He asked Hank and I to help look over his project, and make sure everything was up to code."

"Not alone." Scott said.

Jean nodded. "We'll be going with you."

"And us." Bobby added.

Remy arched an eyebrow. "Remy don' mean t' say so, but Remy don' t'ink dat Baldy be needin' _all_ o' us."

"Agreed." Scott said. "K'imm, Rogue, Anita, Remy, Kurt, Lance, Kitty, Jean and I will go with you."

Charles nodded. "In that case, we had best get ready; Lex will likely be expecting us, soon." With that, they hurried off, towards the vehicle bay, to prep the Blackbird for departure.

XXXXXXXX

_Daily Bugle_

"Kent! Sullivan!"

At their boss' trademark bellow, Clark and Chloe quickly hurried into Mr. Jameson's office. "You called, sir?" Clark stammered.

Scowling, JJ tossed a newspaper in front of them. "Read that headline: "_Luthor Lands Mutant Medicine_"!" he muttered. "That's what Channel 6 is selling, today; they somehow got the drop on us, and I'll be _damned_ before I let those two-bit gossip-mongers scoop us!"

Chloe managed a smile. "So, what exactly do you want us to do, sir?"

"You two are friends with Luthor, right?" JJ asked. Without waiting for an answer, he added, "You two are going to pull on the rich kid's heart-strings and get the inside track on this little project of his."

"B-But, Mr. Jameson, sir," Clark piped up, "I-I thought Lex was in Metropolis…"

"You thought _right_, Kent." JJ said. "You two had better head home and grab whatever you need; your flight leaves in three hours."

"But, sir, that's not enough time..!" Chloe protested.

JJ grimaced. "Sullivan, if we sit on this, someone _else_ is going to scoop us; maybe you two can live with that, but not _me._" he said. "There's no-one else I can trust with this."

Clark nodded. "Will Peter be joining us, sir?"

"Parker's already on assignment; we haven't got time – Luthor's holding a gala, tonight, making it the perfect time to corner him." JJ said. "I've rented a cab for you both to take you to the gala; make _sure_ you get the story, understood?" Clark and Chloe nodded. "Good." With that, he strode out of the room.

Clark and Chloe just looked at each other. "Why do we bother with this?" Chloe groaned.

Clark half-chuckled. "Truth, Justice, and the American Way?"

"Good point, Smallville." Chloe agreed. "We'd better get going." With that, they both hurried out of the Bugle, to prepare for their flight.

XXXXXXXX

_Shaw International HQ, Metropolis_

In his private office in Metropolis, Sebastian Shaw was sitting calmly in his office, sipping a glass of wine when he saw Lex Luthor's little announcement on the TV. '_Interesting…_' Sebastian mused to himself as he saw the interview; this merited further investigation. Tapping his desk-top computer, he quickly established a video-link to the Academy of Tomorrow. "Emma?"

Almost instantly, the face of the Inner Circle's White Queen filled the screen. "_Lord Imperial,_" she greeted, "_how may I serve?_"

"I trust you have seen the young Luthor's latest announcement?"

Emma frowned. "_I have, my Lord,_" she softly huffed, "_and I find his statements distasteful._"

"Now, Emma," Sebastian chided, "this is an opportunity, provided we move carefully. I would like you and your students to pay young Lex a little visit."

Emma looked mildly stricken. "_Lord Imperial, I am certain that another could handle this as well as I; even Shinobi could..!_"

"The Black _Pawn?_ Emma, be serious." Sebastian said, frowning. Sighing to himself, he added, "Perhaps you are right, though; I am sure that the _Black_ Queen could handle this equally well…"

Emma's expression turned to a glare at the mention of her counterpart. "_That will not be necessary, my Lord; my students and I are up to the task._"

"No doubt." Sebastian said. "Still, to be sure, I will instruct Selene to join you, later."

Emma looked like she was debating on whether or not to kill him. "_As…as you command, Lord Imperial._" she said. "_Hellfire burns eternal._"

"Hellfire burns eternal." Sebastian replied, as he ended the transmission. Alone with his thoughts once more, Sebastian quickly brought up his corporate schedule…and replied to an RSVP for the young Luthor's little gala, tonight.

After all, it wouldn't do to be impolite...especially to one's victim.

XXXXXXXX

It had only taken the Blackbird less than an hour to reach Metropolis; as they flew over the impressive city, Scott hailed LexCorp HQ. "LexCorp Metropolis, this is Blackbird, requesting permission to land."

"_Roger that, Blackbird; we've been expecting you. You're cleared to land on our main landing pad._"

In the co-pilot's chair, Hank looked thoughtful. "Controversy aside, I am interested to see if Lex's theory is true; in our own studies of the X-Gene, I was never able to notice any commonality."

"Then Luthor is undoubtedly wrong." Anita said. "I cannot say I'm surprised."

"I suppose we will see soon enough." Professor Xavier said, his tone mildly worried.

By then, the Blackbird had reached the impressive LexCorp HQ; guiding it down slowly, Scott landed on the landing pad atop the building…before the pad sunk down, into the building's vehicle bay. As they disembarked, they found a fairly tall, well-built African-American man, of around 20, waiting for them, clad in a pair of black slacks, and a silver-coloured, hooded, sleeveless vest…which exposed his blue-silver artificial arm, matching the surrounding circuitry of his glowing red prosthetic eye. As they saw him, K'imm and Anita were slightly taken aback, but the others just smiled. "Hey, Vic." Scott greeted.

Victor "Cyborg" Stone grinned back. "What's up, Shades?" he quipped.

Scott chuckled. "For those of you who don't know," he said, "this is Victor Stone, A.K.A. 'Cyborg'."

"Name says it all." Victor added.

"So what are you doing here?" Jean asked.

"I've been workin' a few odd-jobs around town in my spare time." Victor answered. "When Ollie let me in on this little idea he was helping Lex with, I figured I'd see what I could do to help my pals out."

"Wait, _Queen's_ in on this?" Rogue asked.

Victor nodded. "He figured Lex could use a backup-conscience, just to make sure he didn't make an ass of himself; Ollie's the ethics consultant."

"Figured 'e'd do dat." Remy said.

"Well, we'd best not keep Lex waiting." Hank said. "Shall we?" With that, they all headed further into LexCorp HQ.

Victor led them into a high-tech laboratory, where Lex and Oliver, both clad in casual business suits, were waiting for them. As he saw them, Lex smiled. "Hey, you made it!"

"After the announcement you made, how could we refuse?" a human-form K'imm replied.

Oliver smiled plesantly. "Well, we're glad you did." he said, before grinning. "Like I told Luthor here, for _this_ kind of endeavour, he'd _need_ the advice of the experts!"

"Well, we'll do what we can to help," Hank said, "but, as I was saying to the others, we've never been able to spot any common sequence prevalent in _every_ X-Gene…"

"I didn't say that the antibody bound to the X-Gene; I said it bound to the X-Gene's _product._" Lex corrected. He gestured to a nearby computer terminal, and hank promptly moved towards it. "My scientists have identified a series of folding patterns that activate the X-Gene's product, creating characteristic 'loops' of protein that _all_ X-Gene-products possess; no matter the sequence, all 'X-Proteins' get folded like this."

"And your antibody binds to these loops?" Kitty asked.

"_Bingo._"

As he looked at the data, Hank's eyes went wide. "Of _course!_" he exclaimed. "_How_ could we have not seen it? It's so _obvious!_"

Professor Xavier looked grave. "Lex, I'm sure that you mean well," he said, "but what is to prevent this treatment, if released to the public, from being misused?"

Oliver nodded. "That's what _I_ said."

Lex looked serious. "You're worried about it being used against mutants." he said. "Rest assured, Charles, that will _not_ be allowed to happen. Once this treatment is approved by the FDA, it will be available _only_ through LexCorp Medical; patients will have to have expressly written approval from their own physicians to apply for it; they will then have to meet the approval of a LexCorp Medical physician before a treatment plan specific to each patient is designed." He smiled wryly. "And if _anyone_ uses something like this on an innocent mutant, my legal team will sue their _asses_ off for copyright infringement."

Lance whistled. "Sounds like you covered all the bases."

"Yes," the Professor agreed, "but we would still like to review your findings."

"Of course." Lex agreed. "In the meantime, the rest of you may feel free to look around, and I hope to see you all at the little get-together I'm hosting, tonight."

"We wouldn't miss it." Anita replied neutrally. With that, Lex headed off, followed by Hank and the Professor, while Oliver started to show them around.

XXXXXXXX

'_I can't believe I'm doing this._'

That was Emma Frost's only thought as her snow-white limousine drove her and her students, all in tuxedos and formal gowns – except for Sooraya, who was wearing her burka – through the streets of Metropolis towards Lex Luthor's gala. '_Sebastian has gone too far._' she mentally muttered. '_Were it anyone else, I could understand…but __**Luthor?!**_'

Noticing her scowl, Julian smirked. "What's wrong, teach?" he asked. "Did Buford cut one, again?"

"Hey!" Buford protested. "That's a _condition!_"

Emma felt her eyebrow start to twitch. Suppressing it, she answered, "No, Julian; I was merely…considering our objective, tonight."

"And that is..?" Fabian asked.

Emma smiled. "Why, to convince dear Lex to donate his new discovery to our cause, of course."

Julian scowled. "Stupid rich jackass…thinks he can 'cure' us, does he?"

"Hold on, Jules." James interjected. "Rich or not, he might be on to something; there are lots of mutants who _can't_ control their powers – just look at that guy Summers."

"Then why are we doing this?"

Sooraya's soft voice caused them all to go silent. "We all heard what Mr. Luthor said." Sooraya whispered. "He just wants to _help_; why are we going after him?"

Emma inwardly frowned, as she thought fast; Sooraya was getting more and more inquisitive, lately – she had to be more careful, as she wasn't _about_ to lose any of her recruits. "Maybe Lex _does_ want to help, Soori," she said, "but if anyone _else_ gets hold of his treatment, they could use it against us." Smiling, she added, "Besides, who better than _mutants_ to distribute a treatment that only _we_ can use?"

Sooraya lowered her eyes. "I guess…"

"Good." Emma said gently, before smiling. "Now, do have a good time, tonight, but behave yourselves." With that, she turned, and looked out the window…as she prepared herself to face Luthor again.

XXXXXXXX

As their taxi pulled up to the convention centre where Lex was holding his party, Clark, clad in a tuxedo, and Chloe, wearing a simple, slim green gown, stepped out. "Okay, Clark," Chloe said, "we just need to find Lex and ask him about this treatment of his; simple."

Looking at the crowd heding into the centre, Clark gulped. "If you say so." he murmured. "You look nice, by the way."

Chloe chuckled. "Don't get any ideas, Klutzy." she teased. "Let's go." With that, they both headed into the centre.

After walking into the centre, Clark and Chloe split up to look for Lex; Clark had been looking around for a few minutes…when he thought he saw a familiar cloaked silhouette. Smiling pleasantly, he walked over to the cloaked girl. "Nice party, isn't it?"

Lightly gasping, Sooraya turned around to face him. "O-Oh, y-yes, it is." she stammered.

Clark kept his kind smile, as he goofily extended his hand. "Clark Kent, Daily Bugle."

Sooraya stared at his hand awkwardly. "Um…"

Clark flinched. "Oh," he 'babbled,' "I-I'm so sorry…"

"N-No, it's okay." Sooraya answered. She lightly bowed. "Sooraya Qadir."

"Pleased to meet you." Clark replied. "By any chance, have you seen Lex Luthor around here? I kinda needed to interview him…"

Sooraya shook her head. "I am sorry, but I have not seen Mr. Luthor, tonight; Miss Frost said she wanted to speak with him, so she might know…"

Clark suppressed a flinch. "Miss Frost?"

"Our Headmistress; she runs the Academy of Tomorrow." Sooraya said softly.

"Oh, you're a mutant?" Clark asked quietly. Sooraya nodded. "So, what do you think of Lex's new treatment?"

"Um…I-I don't really have an opinion," Sooraya said, "but I'm not sure if Miss Frost really approves of it; she thinks that we're fine as we are."

"Okay." Clark said. "So, she's the one who helps you learn to control your powers?" Sooraya nodded. "It must be pretty cool, using your abilities to help people…"

Sooraya looked guilty. "Uh…"

"Soori?"

Turning, Clark saw Julian, plus Buford and Fabian, standing behind him. "This jackass bothering you?" Julian asked.

Buford cracked his knuckles. "Want me to rough him up?"

Sooraya looked stricken. "N-No, it's okay…"

Turning, Julian glared at Clark. "Listen up, nerd-boy," he snapped, "'cause I'm only saying this _once_: _don't_ mess with the Hellions, got that?"

Clark gulped. "I-I got it." he 'babbled'.

"Good." With that, Julian, Buford, and Fabian walked off, as an apologetic-looking Sooraya followed them.

"Making friends, I see."

Turning, Clark smiled as he saw Lex standing there. "Hey, Lex." he said. "What were _they_ doing here..?"

Lex sighed. "When I had to invite Shaw Senior and Junior to this little shindig, Senior extended his own invitation to Frost and her kids." he admitted.

"Swell."

"Yeah." Lex agreed. "Let me guess: you're here to interview me on the treatment I've come up with…and Snoopy's here, with you."

"Yep." Clark said. "So, about that interview..?"

Lex held up his hand. "I'll have plenty of time to do that interview _after_ this little party, Smallville; in the meantime, you may want to warn Ali and the others that their old pals are here."

Clark blinked. "They're _here??_"

Lex nodded. "I'd asked Charles and Hank to give my treatment a once-over and give it the Xavier 'Seal of Approval'."

Clark frowned. "And you never thought to mention this to me..?"

"Clark, it was _his_ choice, and the others decided to tag along; no big deal." Lex said. "Look, if I see them, I'll pass the message along, okay?" He smiled. "In the meantime, relax; enjoy the party!" With that, he walked off, leaving Clark behind.

XXXXXXXX

As the X-Van pulled up to the convention center, Charles and the others, all in their tuxedos and formal wear, stepped out. Kitty lightly smiled. "Okay, I gotta admit; I could get _used_ to traveling like that!"

Lance nodded. "Lex sure knows how to party." he agreed.

Professor Xavier looked grim. "I'm afraid that we cannot afford to enjoy it; I'm sensing another telepath, nearby."

K'imm, in human form, nodded. "So do I; I'm having trouble locating it, but there's _definitely_ another presence, here."

"_Merde,_" Remy muttered, "shoulda known."

Scott looked grim. "Everyone, keep your mental guards up; we don't want whoever this is waltzing in on our thoughts. K'imm, if you sense anyone going after us, can you block them?"

"I believe so."

Scott nodded. "Everyone, keep your eyes open; we don't know what this telepath wants. If you see _anything_ suspicious, contact either Jean, K'imm, or the Professor, understood?" With that, they all nodded, before they headed into the convention center.

As he, Scott, Jean, and Hank moved through the crowd, Charles couldn't help but notice the mild stir their presence – most notably Hank's – caused, although he was relieved to see that the murmurs settled down, shortly after.

Hopefully, and with time, mutants wouldn't have to hear even _that._

As they walked, Scott looked grave. "Professor, what do you _really_ think of Lex's idea?"

Charles sighed. "I must admit, Scott, the notion that mutation can be treated as a physical affliction is…unnerving."

"I agree." Jean said, frowning. "Good intentions or not, we don't need any 'treatment'."

Scott looked pained. "I hate to say it, Red, but I kinda think Lex has a valid point; some mutants find their abilities an obstacle to their daily living." he admitted. "I bet Rogue would _love_ to turn her powers off, if only for a little while." He closed his eyes. '_And so would I, at times._' he added through their link.

Jean looked stricken. '_Oh, God, Scott, I'm so sorry…_'

'_Don't worry about it, Jean._'

Hank looked grave. "All ethical perspectives aside, it's still going to be a while before any of us have to consider them, judging from what Lex's research is indicating." he said. "Lex's antibody does indeed bind to and inactivate the X-Gene product, but in order to achieve the kind of power-suppression required, the dosage needed for _anyone_ is extremely high…so much so that toxicity is possible; in the last few clinical trials, a significant number of patients began exhibiting symptoms of toxicity until they were taken off – _serious_ symptoms, in fact."

Jean looked horrified. "So Lex's drug is _poisonous?_"

Hank nodded grimly. "I'm afraid so."

"Well, isn't _that_ an interesting tidbit."

At the sound of that voice, the four of them slowly turned to find Emma Frost, clad in a slim white gown, standing there. "I suppose I shouldn't be surprised; Luthor's incompetence is _hardly_ news." Noticing their expressions, Emma frowned. "I _do_ hope you aren't going to make a scene; this is _hardly_ the time or place."

"You tried to _kill_ the Professor, lady." Scott muttered.

"And you saved him; bravo for you." Emma countered. "I recall being quite _annoyed_ at that, but _I'm_ still capable of being civil."

"What are you doing here, Emma?" Charles asked quietly.

"Likely the same that you are Charles: wondering what Luthor is doing." Emma replied. "I'm afraid that you've gotten your hopes up for nothing, if what you say is true; Luthor's business won't survive the scandal…"

"Didn't know you cared, Em."

Emma reflexively grimaced as Lex walked up to them. "Thought I'd saw you drop by." Lex commented. "Explains how your bunch of rugrats got in."

Emma's face twisted in fury. "Coming from _you_, Luthor, that means very _little._" she spat. Turning to Charles, she said, "I'm afraid I must take my leave, Charles." Glaring at Lex, she added, "_Something_ is making my stomach turn." With that, she stormed off.

Jean blinked. "_What_ just happened??"

Lex chuckled grimly. "Let's just say that the _most_ Charles can hope for is to be Number _Two_ on Em's shit list; I've pretty much got the Number One spot sewn up."

Scott gulped. "What'd you _do?_"

Lex shrugged. "A while back, Shaw Senior wanted to buy me out, so he sent Em to do a little industrial espionage; she and I had been dating…until I found out she was 'convincing' my shareholders to sell their stock to her and Shaw. Of course, I did what any guy would do: bought _just_ enough of my stock to secure a 51 percent interest, purchased a 40 percent share of _her_ company – just enough to warn her off – and _dumped_ her sorry ass."

Scott arched an eyebrow. "But she's not bitter."

Charles looked grave. "Emma's presence aside, Lex, Hank tells me that there are severe side-effects to your treatment…"

Lex nodded. "Figured you guys would notice." he replied. "That's why I took the antibody out of clinical trials and asked you guys here; if _anyone_ can help fix the problem with the serum…"

"The problem is in the dosage." Hank said. "The dose needed to achieve the desired effect is too high; that's what's causing the toxicity. You're going to have to redesign it."

Charles nodded. "That's something better left to your R&D division, Lex; you don't need us for that."

Lex sighed. "I suppose not." he admitted. "Well, I hope you enjoy the evening." With that, he walked off.

Jean looked concerned. "I don't buy it." she muttered. "Lex is up to something…"

Charles looked grave. He'd sensed that, too; the young Luthor had brought them here for another reason…

…and he did _not_ like being used.

XXXXXXXX

After his brief encounter with Julian and his comrades, Clark headed to the refreshment table, pouring himself a small glass, as he considered what the Hellions' presence meant; if they were here..!

"Clark..?"

At the sound of that familiar voice, Clark turned around…and got the shock of his _life._

A vibrant emerald gaze met his own, cast in a ruby-lipped, light cream-coloured face, surrounded by a halo of long, dark red hair; her figure was slim, as it had always been, clad in a dark violet, spaghetti-strap gown.

Somehow, Clark managed to find his voice. "_L-Lana??_"

His former childhood crush lightly smiled. "I'd heard Lex say he'd been talking to you, earlier." Lana said. "It's…nice to see you."

Clark didn't know if Kryptonians could die of awkwardness, but, knowing his luck, he'd be the first. "Uh…y-yeah…hi…" he stammered, "…it's…good to see you, too. How…how have you been?"

"Good." Lana answered. "So…what exactly have you been up to?"

"Journalism, mostly." Clark answered. "I'm finishing up my degree at Bayville U, plus I'm working part-time at the Daily Bugle." He lightly smiled. "I'd heard from Chloe that you were interested in Fashion Design; how's that going?"

"Well enough." Lana said. "My newest clothing line is coming out, after Christmas."

"Oh, t-that's great!" Clark said. "Congratulations!"

"Thanks." Lana replied. "Have you been in Bayville long?"

Clark's smile became a bit nervous. "A couple of years."

Lana's eyebrows narrowed slightly. "And you never thought to let everyone know you were okay?" she asked, her tone a bit chilly. "You just _vanished_, Clark; a lot of us thought you had _died_, or something…"

Clark grimaced at that. "I'm sorry if I worried everyone," he answered, "but I had…things I _needed_ to do; things I couldn't do in Smallville."

"Like _what?_"

Clark frowned. "Like finding my birth-parents, for one."

Lana's expression turned mildly regretful. "And did you?"

"I guess you could say that."

"I'm glad," Lana said, "but would it have been so _hard_ to pick up a _phone..?_"

"Lana, I had just _lost_ the only father I'd ever known, and had found out that my _biological_ parents were dead, as well." Clark answered, a bit more harshly than he would have liked. "I'm sorry that you and anyone else felt slighted, but Smallville held a _lot_ of sad memories for me, and I just wasn't ready to deal with them."

Lana's expression turned mildly regretful. "I…I suppose I can understand that." she relented. "I…I guess that…I'd just hoped…"

"I was wondering when you two would bump into each other."

Turning, Clark saw Lex walking up to them both. "Uh…yeah, we were just chatting." Clark said.

Lana lightly smiled. "Lex, you never told me that Clark was going to be here."

Lex chuckled, as he placed an arm around her waist. "I'm sorry, honey," he said, placing a kiss on her temple, "but I honestly didn't know; you know how surprising reporters can be!"

Clark could actually feel his thought-process grind to a _halt._ "Uh…did I miss something?"

Lana looked mildly stricken. "You didn't tell him?"

"Tell me _what?_"

Lex smiled sheepishly. "Clark…Lana and I are…well, we're actually…_dating._" he confessed. "I…never told you?"

Clark's eyebrows shot up _well_ past the rims of his glasses. "I think I'd have remembered hearing you tell me that."

Lana softly chuckled. "Well, Lex you _did_ forget to tell me that you had run into Clark a _year_ ago." she teased.

Lex grinned. "Yeah, I guess my memory _does _leave something to be desired!"

Clark managed a smile. "Wow…this _is_ a surprise!" he said. "I'm…I'm happy for the both of you! Have you been dating long?"

"A few months." Lex answered. "We met back up shortly after the Sentinel fiasco."

Lana nodded. "We bumped into each other at a charity event that Lex had organized to help deal with the damage that crazy robot caused." she added. "We got to talking, and things just…went from there."

Lex chuckled. "Hey, I figured that the League shouldn't have to handle _everything_ on their own." he said. "Plus, just because you do the right thing doesn't mean you can't walk away empty-handed, right?"

"Well said, young Luthor."

Lex's smile instantly collapsed. "What do you want, Shaw?"

The mention of _that_ name caused Clark to turn around before his mind got the chance to realize that the new voice was that of an older man…and found a tall, well-built older gentleman where he'd half-expected to see Shinobi, although this man was clearly _related_ to him; he had short, thick black hair, tied in a short ponytail at the back of his neck, and cold, dark green eyes, clad in a black tuxedo, with a white cravatte at the collar. Standing next to him, with her arm looped around his, was a tall, slender woman, seemingly in her twenties, with long, iridescent black hair, eyes as dark as the night sky, and full lips coloured black, twisted up in a secret smile, as though she knew the punch-line to some terrible joke, and she wore a slim, shimmery black gown, a sharp contrast to her pale skin, which managed to cover her ample curves.

The man was enough to worry Clark…but that _woman…_she was a _real_ threat; Clark didn't know _how_ he knew…but he _knew._

The man smiled. "Well, Luthor?" he asked. "Aren't you going to introduce us?"

Lex forced a smile. "Lana, Clark, this is Sebastian Shaw, owner and CEO of Shaw International." he muttered. "Shaw, this is my girlfriend, Lana Lang, and an old friend of mine, Clark Kent, with the Daily Bugle."

Smiling, Sebastian took Lana's hand, suavely kissing her knuckles. "_Enchante_, Ms. Lane." he said. "I understand that your designs made quite the splash on the runway, this past fall."

"Um…thanks." Lana answered.

Turning to Clark, Sebastian chuckled. "Working for Jameson, I assume? How _is_ the old boy?"

"Uh…h-he's okay." Clark replied. "You know him?"

"Only in passing, I'm afraid." Sebastian said. "Oh, do forgive me; where _are_ my manners? Please, allow me to introduce an associate of mine, Selene."

The woman – Selene – simply looked at them, as her smile slightly grew. "Charmed." she whispered, her voice soft, but with an underlying edge that sent a chill up Clark's spine; her voice was perfectly articulate, but it carried a slight accent, as though English wasn't her first language…or as if she were used to speaking something else _entirely._

Lex's smile remained forced. "So, Shaw, what brings you here?"

"Why, your little 'mutant-serum,' of course." Sebastian replied idly. "It should be quite the opportunity…provided it works."

"You know how these things work, Shaw; whether it works or not, the FDA needs to see extensive test-results before they'll even _look_ at it."

"Of course." Sebastian said. "Still, the fact that you made this sort of thing public knowledge shows that you must feel confident; it would be a _shame_ to see an opportunity this promising fail…"

"That sounds like a threat." Lex said.

"Consider it a word of advice." Sebastian said neutrally. "Well, it would appear that our welcome has worn out, so we will bid you good evening." With that, Sebastian and Selene both turned, and walked away.

Lana blinked. "What was _that_ about??"

Lex chuckled. "Oh, that's just how deals like these _are_, sweetheart; someone's always trying to either intimidate or muscle in!" he answered. "Anyway, Lana, do you mind if I have a few words with Clark, here? In private?"

"Okay." Lana said. "It was nice seeing you again, Clark." With that, she headed off.

Clark grimaced. "Was it just me, or did that lady give you a _serious_ case of the creeps?"

"Oh, good; I wasn't the _only_ one." Lex quipped.

"This is _serious_, Lex." Clark insisted. "If Shaw _Senior_ is here, something _has_ to be up; we need to..!"

Lex sighed. "Look, Smallville, this is _just_ how big business works; intimidation is just as key as anything else. Shaw was just trying to scare me off…and it's _not_ going to work."

Clark looked stricken. "Lex…"

"Sorry, Clark; end of discussion." Lex finished. "Like I said, I'll look after that interview for you and Snoopy after this bash settles down. Now, if you'll excuse me..?" With that, he turned, and walked off.

Alone again, Clark could only shake his head in bewilderment. He was _sure_ that Shaw and the Hellions were up to something, but Lex wasn't listening..!

"Penny for your thoughts, Smallville?"

Turning, Clark found Oliver and Vic standing there. "I had a brief run-in with some old friends." he whispered. "You remember them; we fought them the _first_ time I dropped by."

Vic grimaced. "You mean those 'Hellion' punks? Yeah, I remember them." he muttered.

Oliver looked grave. "Think they might try something?"

"I'm almost _sure_ of it; I just saw Shaw Senior, and he wasn't as friendly as he tried to act." Clark answered, as he glanced to Lex, who was talking to some of his guests. "Lex has practically made himself a moving _target._"

Oliver nodded. "I _told_ him that this was a bad idea." he said. "I told him to wait until the treatment was safer, but you know Lex."

Clark's eyes widened. "There's a problem with the treatment?"

"The necessary dose is prone to causing a toxic reaction." Oliver said. "He hoped that Charles and Hank could help fix it…"

"…which is why he asked them here." Clark finished. "I'm going to have to have a talk with him…"

"Looks like you're gonna have to wait your turn." Victor said, pointing towards a side-corridor…that Julian and Fabian had just ducked into. "I don't think we _need_ super-vision to see that they're up to no good."

Looking around, Clark's eyes widened as he saw both Thunderbird and Selene heading towards Lex; quickly, Clark tried to move through the crowd, to warn him…

Suddenly, a blast of lightning arced across the ceiling from an adjacent room, blowing out the lights, before an invisible force yanked them out of the ceiling and causing them to fall towards the crowd; grimacing, Clark froze – if he used his powers, he would reveal his presence…but he couldn't let anyone get hurt..!

Fortunately, Scott had seen the lights start to fall, and blasted them aside safely with his optic-blasts; unfortunately, this only served to drive Lex's guests into an even _bigger_ panic, sending them swarming for the door…and preventing Clark from reaching Lex, as Thunderbird seized him from behind and dragged him off, where Selene _somehow_ phased all three of them through a wall.

His eyes narrowing, Clark nodded to Oliver and Vic, who instantly understood, before hurrying off, to meet up with the others. Moving with the crowd, Clark started to look for a dark corner or empty space that he could dart into…until he bumped into Chloe. "Clark?!" Chloe cried. "What's going on?"

"I-I think I saw a couple of people kidnap Lex!" Clark exclaimed. "You'd better get to safety, Chloe; I'll go for help!"

Chloe looked stricken. "Clark..!"

"Chloe, _please_; I need to make sure you're okay!" Clark said. "I'll be fine!"

Slowly, Chloe nodded. "Okay; just be careful, Klutzy."

Clark chuckled. "You, too, Snoopy." Smiling, Chloe hurried off, as Clark darted into an adjacent hallway. Once he was sure he was out of sight, he activated his communicator beacon, signalling any of his available teammates to head to his position, before he unbuttoned his shirt…revealing the crest of the House of El underneath.

Shaw and his flunkies had made a _big_ mistake in kidnapping his friend.

XXXXXXXX

When Lex came to, the first things he noticed were that his head was throbbing, his vision was blurry, and there was a roaring in his ears. '_Ugh…I __**really**__ hope that this is just a hangover…_'

Slowly, his vision began to clear, as the roaring settled itself down to the rumble of a motor; his head still ached, but at least it had localized to a single spot on his head…but as he looked around, and saw the Hellions, all in uniform, sitting around him in the back of a van, he realized that a headache was the _least_ of his problems.

'_Damn._'

As he tried to sit up, he found that his hands were tied behind him. putting on a charming smile, he said, "If you guys wanted to party, all you had to do was _ask._"

Their leader – Hellion, if Lex remembered right – just smirked. "Sorry, rich boy, but no more partying for _you._" he sneered. "You've got _work_ to do."

"Huh. And here I'd thought I'd asked Mercy to clear my schedule; must have missed that memo." Lex quipped. "Mind if I ask who sent it?"

"Hello, lover."

Lex's eyes widened momentarily as he saw none other than Emma, clad in a pair of tight white pants, a white tube-top, and a long white cape, step forward. Recovering quickly, Lex grinned. "Always a pleasure, Em." he quipped. "Well, I always figured you were into the kinky stuff, Em, but _this_ is going a bit far…"

Emma's snow-blue eyes narrowed as she grabbed him by the collar. "Watch your mouth, Luthor," she hissed, "or I will make your life a living _hell._"

"In case you weren't told, Emma, I'm _seeing_ someone, presently…but even if I _wasn't_, I'm just not interested in a relationship with you; thanks for asking, though."

At that, Emma let out a half-strangled screech…before she quickly recomposed herself. "You should count yourself fortunate, Luthor." she said. "You're about to do _all_ mutants a great service."

Lex arched an eyebrow. "This is about my serum, I take it?"

"No duh, Baldy." the big guy – Beef – chuckled.

"You plan to distribute a drug that inhibits our powers." Bevatron growled. "That simply _will not_ do."

"But your dark cloud has a silver lining, Lex." Emma said, smiling slyly. "All you need do is turn it over to _us_, and the problem is solved."

Lex frowned. "And if I say no?"

Emma scowled. "You don't have a _choice._"

"Funny." Lex said. "It feels like I _do_…because all I feel like saying is _no._" At that, Emma scowled…

"Did I not warn you that it would be difficult, Frost?"

At that viperish hiss, Lex turned in time to spot Selene, clad in a black version of Emma's outfit, step forward. "Was it not your…emotional connection to this matter that prompted our employer to send me, as well?" she hissed.

Emma glared at her. "I am _perfectly_ capable of interrogating this…_human_ on my own, Selene!"

Lex frowned. "Now _that_ hurt, Em."

"Not as much as you're _going_ to, rich-boy." Hellion growled.

"We _know_ that your entire headquarters is guarded by a state-of-the-art security system, Luthor." Thunderbird spoke from the driver's seat. "We want the access code to shut it off."

Emma smiled darkly. "Why bother?" she asked. "I can just look inside dear Lex's head and _take _it…while turning his mind to _mush._"

Lex thought fast. "Do that and you'll _never_ get in."

Catseye arched an eyebrow. "And why not?"

"The system is keyed to my biometrics; the code itself isn't enough." Lex replied. "The master override can only be recognized with _my_ voice."

Bevatron chuckled. "Then I suppose we'll have to keep you around, _mon ami._"

Emma glared at Lex. "For _now._"

At that, Dust looked stricken. "M-Miss Frost…you don't _really_ plan to…to kill him…_do_ you?"

Normally, Emma would have woven a little white lie to satisfy her young charge…but dealing with Lex had frayed her nerves. "I understand your objection, Sooraya; if Lex behaves, we will have no reason to hurt him; otherwise…_believe_ me when I say that _no-one_ will miss this piece of human _trash…_"

"Uh…Miss F?"

Thunderbird's voice interrupted Emma's tirade. "We've got trouble..!" Turning, Emma was just in time to see a blue-and-crimson blur dart past the windshield…seconds before the van ground to a _halt_, as it was suddenly lifted up, and shaken like a piggy-bank, dazing half of them, and sending Hellion, Beef, Bevatron, and Thunderbird tumbling out the back doors and onto the street…allowing them to see Superman, holding the van over his head effortlessly.

Lex laughed to himself. '_Good old Boy Scout; always there when you need him._'

Superman fixed the four of them with stern glares. "It looks like _someone_ forgot to fasten their safety-belts."

Thunderbird groaned. "I _knew_ he was gonna say something like that."

Glancing over his shoulder, Superman added, "Sit tight, Mr. Luthor; we'll have you out of there in no time."

Lex chuckled. "Good to hear, big guy."

Hellion _glared_ at the Man of Steel. "Should've _known_ you'd stick your nose in our business!" he spat, as he sent a pulse of telekinetic force at Superman, who quickly dodged to the side, evading it. Quickly, Hellion gestured to Bevatron, who began to charge up an attack. "Taking us _all_ on alone was _stupid_, even for _you_, Super-Loser!"

Superman chuckled. "Who said I was alone?"

He had only just finished that sentence when a crimson streak shot past, darting around Bevatron, spinning him like a top, causing him to lose his accumulated charge, allowing Flash to tackle into him at high speed, sending him crashing into Thunderbird, stunning them both. "Sorry I'm late." Flash quipped. "Traffic was _murder…URK!!_" His quip was cut off as Beef closed on him and pined him, crushing him in a deadly vice-grip. "_Not that this is much better..!_"

Beef just laughed. "I'm gonna squish you like a _bug..!_"

But his chortle turned to a howl of anguish as Superman grabbed his knuckles, and twisted, forcing him to drop his comrade, before he took hold of Beef's meaty arm, and _tossed_ him across the street, to land hard on the concrete. Flash coughed and sputtered, trying to catch his breath. "Thanks…"

"Don't thank me just _yet_; _incoming!_" Superman shouted, as Firestar sent a massive thermal blast at them, forcing them both to dodge in opposite directions.

As Flash skidded to a halt to get his bearings, he glanced to his side…and quickly ducked, as Catseye – in her semi-feline state – pounced at him, her claws raking the air where his head had just been. "I see somebody needs a _manicure._" Flash quipped, as he dodged each of Catseye's slices. "You know, I'm not really much of a cat-person; I'll take a nice, quiet bowl of goldfish _any_ day!"

Catseye just smiled, and licked her lips. "I couldn't agree _more!_"

Flash grimaced. "Did _not_ need to hear that!" And he punctuated that sentence by zipping behind Catseye, grabbing the tip of her tail, and running around her in circles, spinning the screeching feline around by her tail, before he stopped, as a dazed Catseye dropped to her knees, too dizzy to fight, any more.

As Firestar sent another flame-blast at him, Superman simply braced himself, shrugging off the thermal energy, before he unleashed a precisely-aimed burst of gale-breath, blowing Firestar back into the van, leaving only Dust, who had been standing next to her.

For a moment, wary sky-blue eyes met anxious black; Dust started to raise her arms…but she paused; Superman had _saved_ her, once…

Her eyes narrowed, Emma turned to her charge. "What are you _waiting_ for, Dust? _Finish_ him…_AUGH!!_"

Her order was clipped off, as she tripped over Lex's outstretched foot. "_Whoops!_" Lex laughed.

Dust continued to hesitate, as Superman's eyes continued to bore into her own, silently telling her that this was _wrong…_

Selene's dark chuckle broke the silence. "Your students have proven as incompetent as _you_, Frost." she hissed, as she stepped forward. Her ebony glare turned to Superman and Flash. "_**RAEL'VOHK!!**_"

Selene's words twisted through the air, seemingly taking _shape_, forming into large, twin bolts of pure black…_mass_, which shot towards them both with deadly force, sending them both _flying_, landing hard, twenty feet away.

Emma's eyes narrowed. "My students could have handled it."

"Of course." Selene said, her voice laced with arch sarcasm. "Regardless, we've wasted enough time." With that, she simply waved her hand, sending a cloud of black haze over them, the van, and Lex…and when the fog dissipated, they were gone.

Slowly, Superman and Flash got back to their feet. "Well, _that_ was fun." Superman muttered.

"Oh, yeah; _just_ how I like to spend my evenings – getting the tobacco juice beaten out of me by a goth-chick with an attitude." Flash groaned.

Superman looked grave. "Whoever she is, she's obviously a major player." he observed. "We're going to have to call in the _rest_ of the cavalry."

"Cool by me." Flash agreed. "We'd better move." With that, they both darted off, to meet up with the others.

XXXXXXXX

_LexCorp HQ_

As Selene's teleportation spell deposited them all at the rear entrance to LexCorp Metropolis' headquarters, an irate Emma Frost dragged Lex to the entrance, followed by the rest of the Hellions, as well as an amused Selene. "I am _very_ tired of your antics, Luthor!!" Emma spat, as she shoved him in front of the intercom next to the door. "Now, I want you to get your security personnel _out_ of here, _now._"

Lex smirked. "Take it _easy_, Em; all you had to do was _ask!_" At a gesture from Emma, Hellion switched on the intercom, allowing Lex to speak into it. "Luthor calling Security; come in, Security."

Seconds later, a voice responded. "_M-Mr. Luthor?? I…I thought you were at your party, sir…_"

Lex chuckled. "Change of plans, Wes; decided to do burn a little midnight oil." he said. "Why don't you and your boys take the rest of the night off?"

"_B-But, sir…we have to guard the building…_"

"Look, Wes, don't worry about it; the security system can handle anything that comes up – I _designed_ it, remember?" Lex replied. "In the meantime, just _relax_; live it up a little – you'd been meaning to take the Missus out for dinner, right, Wes? Here's your chance!"

"_Th-Thank you, sir! We'll switch on the system for you; have a good evening, sir!_" With that, the transmission ended.

Shortly after the transmission ended, the green light on the security console next to the intercom turned red, indicating that the system was armed. "Go on, Luthor." Emma hissed. "Turn it off."

Lex looked embarrassed. "Could you all plug your ears..?"

Firestar blinked. "_Why??_"

"It's _personal._"

Emma sneered. "Do we _look_ like we care?"

Lex sighed. "_Fine._" With that, he stepped in front of the console, and took a breath.

"_Th-Th-The-Th-The-Th-The-Th-That's all, Folks!_"

At that perfect impression of Porky Pig, the light turned green, once more.

All the Hellions, and even Emma, could only stare in incredulity, with Selene chuckling darkly.

"_What?_ I like Looney Tunes, okay?"

Emma sighed to herself. "Firestar, you and Thunderbird will come with me to the main helipad; we'll need to secure it for our e-vac helicopter." she said. "Selene, we'll need you to…"

"I take no orders from _you_, Frost." Selene said archly. "I will proceed to the main laboratory and secure the samples of Luthor's 'cure'. Your students Beef, Dust, and Catseye may assist me."

Emma felt her teeth grinding. "Very well." she said coolly. "Julian, you and Fabian will take Luthor to the main computer lab and download all the data on Luthor's 'cure'…"

Her smile turned dark. "…along with anything _else_ you see fit."

Lex chuckled. "What, you mean we're not going to get to spend any quality time together, Em?"

Emma _swore_ she could _feel_ her nerves fraying. "_Don't_ try anything cute, Luthor." she spat. "Otherwise, I _will_ turn that idiot brain of yours to _mush._"

"You're welcome to _try._"

At that challenging statement, Emma's eyes narrowed in _fury_, as she pushed her thoughts into Lex's mind, to teach him some _manners…_

…but she barely even got into his outermost layers before she stopped _dead_ in her tracks…as her psyche encountered the most _unwholesome_ images – involving herself and Luthor – that she had ever _seen..!_

With a strangled screech of anger, Emma pulled out of Lex's mind to _slap_ his face hard enough to send his head spinning, before she turned away. "You all know what to do. _Move._" With that, she and the others headed off.

Only Hellion and Bevatron were left with Lex. "_Wow._" Hellion chuckled. "I thought only _I_ could get Miss F _that_ mad!"

Lex grinned. "Well, my friend, you have _just_ met your match."

"Fascinating…but _pointless._" Bevatron said. "We have our own task to accomplish, so we had best be going, _n'est ce pas?_"

"Yeah, yeah." Hellion muttered. "Get moving, rich-boy." With that, the three of them headed in, with Lex walking ahead of his captors…not that Lex minded.

Had he been behind them, they _might_ have noticed his secret smirk.

The one he'd been suppressing since he'd entered that code.

The code that, rather than deactivating the security system, simply put it in _standby_, waiting for an activation command…while the radio tower began broadcasting a distress signal on UHF.

He was also glad that Emma had gone on ahead, so that she wasn't as likely to hear his thoughts. '_Come on, Smallville…any time, now..!_'

XXXXXXXX

Within minutes, Superman and Flash had met up with the others, along with Green Arrow, Cyborg, and Aquaman, all in uniform, atop a building near the convention centre. "We came as soon as we could." Cyclops said. "Hank managed to get the Professor to safety."

"What's Lex gotten himself into _now?_" Aquaman quipped.

"The Hellfire Club." Flash answered. "_Again._"

Rogue scowled. "Ah _knew_ we shoulda clobbered that Frost-bitch when we had the _chance._"

"Amen t' _dat, chere._" Gambit agreed. "So, what we gon' do 'bout it?"

"Well, the _first_ order of business is to figure out where they took him." Cyclops said.

Superman looked grave. "Easier said than done; that Selene woman could have 'ported them _anywhere._"

Siryn's eyes went wide with shock. "_Selene?!_"

Phoenix blinked. "You know her?"

"I know _of_ her." Siryn murmured. "Selene is the _Black_ Queen of the Inner Circle…a position which suits that hag to a _tea._"

Green Arrow arched an eyebrow. "Sounds like she's bad news."

"'Bad news' does not even _begin_ to describe her, archer." Siryn snapped. "She is a sorceress, a practicioner of the very _blackest_ of the black arts; a wielder of forces that would give even my _father_ pause."

Superman grimaced. "Well, you got _that_ part right."

Siryn looked stricken. "You…you were nor hurt, were you..?"

"Our pride got a bit dinged," Superman answered, "but we're fine, otherwise."

Miss Martian looked thoughtful. "Regardless of where she took them, we should be able to track them telepathically…"

"…unless Frau Frost is shielding their thoughts." Nightcrawler observed.

Avalanche nodded. "Looks like we've hit a dead end."

Superman nodded gravely…and then paused. "Maybe _not._"

"You got something there, chief?" Cyborg asked.

"I just picked up a distress signal," Superman answered, "coming from _LexCorp._"

"I'm guessing that Lex's HQ is a safe bet, then." Shadowcat observed.

"They have to be going after Lex's cure." Cyclops said. "The Hellfire Club must perceive it as a threat."

"Probably." Green Arrow agreed. "They'll probably either destroy it, or figure out how to _profit_ from it."

Rogue looked stricken. "We _can't_ let them get it…"

"We _won't_, Stripes." Aquaman said.

Superman nodded. "Siryn, think you can 'port us there?"

"Easily." Siryn said, and she punctuated that sentence with a wave of her hand, shrouding them all in green haze, transporting them away from the cold rooftop, towards their new objective.

XXXXXXXX

_LexCorp HQ_

The lights in LexCorp HQ had long sinced dimmed for the night as Lex led his two captors through the corridor leading to the computer lab. "How much further is it?" Bevatron demanded.

"Not far." Lex answered, remaining calm. "Just a _little_ further."

Hellion chuckled. "Hey, Luthor." he said. "I gotta know; what'd you _do_ to get Miss F so pissed at you?"

Lex grinned. "Dated her."

At that, Hellion laughed…but his laughter trailed off, as he saw that Lex wasn't laughing. "_Seriously??_ You and Miss F?"

Lex shrugged. "What can I say? Chicks dig bald guys."

Bevatron snorted. "I do not believe it."

"Well, it wasn't exactly a match made in heaven." Lex admitted. "Em figured that the best way to get the inside scoop on my company was through my pants."

Hellion smirked. "Sounds like Miss F."

"Oh, yeah; damn near worked, too." Lex said. "Unfortunately for her, I caught on and wrecked her plan…and she's _never_ forgiven me." He chuckled. "Like I'll lose sleep over it."

Hellion grinned. "Who'd've thought…Miss F got outsmarted by a _human!_"

"Stranger things have happened." Lex answered. "Anyway, the lab's just around the corner." As they rounded the corner, they saw, sure enough, the entrance to the computer lab…with a small water-fountain just ahead of them.

_Perfect._

Groaning, Lex said, Hey, guys, you mind if I wet my whistle? I'm dyin', here."

Bevatron frowned. "Is that _our_ problem?"

"Oh, come _on!_" Lex protested. "I spilled my guts to you guys, and I can't even get _one_ drink?"

Hellion rolled his eyes. "Fabe, just let him drink; he'll just keep whining if we don't…"

Grumbling, Bevatron stepped aside, allowing Lex access to the fountain. "_Thank you._" Lex said, as he stooped over to take a sip. Cautiously, Hellion stood behind him, to ensure Lex didn't try anything funny…

Lex calmly took in a mouthful of water, and then stood up, turned…and _spat_ the water at Bevatron.

Just as he'd expected, contact with the water promptly shorted out Bevatron's powers, causing the mutant youth to howl in agony as electricity arced from his skin, blowing out the dim lights, blanketing the corridor in darkness. Before Hellion could react, Lex put his feet to the fountain, and pushed off, slamming Hellion into the wall behind him, before he turned, and ran down the corridor.

As he ran, Lex quickly did a short leap, bringing his legs _completely_ off the ground…enough to pass his hands _under_ his feet, bringing them back in front of his chest. '_Thank __**God**__ that Mercy scheduled those martial-arts lessons…_'

His thoughts were cut off as a TK-pulse shot towards him, giving him barely enough time to leap aside, as he spotted an enraged Hellion and Bevatron running after him. Quickly, Lex darted into an adjacent corridor, just barely dodging a blast of lightning, as the two Hellions gave chase.

After several seconds of sprinting, Lex finally came to a security console in a wall-panel, with Hellion and Bevatron hot on his tail. Quickly, Lex keyed in his access-code. "Computer: initiate panic-program, voice authorization, Luthor Alpha-Thirteen Safeguard!!" Looking over his shoulder, Lex saw his pursuers gaining on him..!

"_Acknowledged._"

At that, the wall-panel slid open, revealing one of the many secret elevators he'd had installed; quickly, Lex darted in, as the panel slammed shut…_just_ before it was dented by a TK-blast and a lightning-surge.

Inside the elevator, Lex breathed a sigh of relief, as the elevator took him to the secret security center he'd had installed, which had manual control over the _entire_ security system.

The one _he'd_ designed.

Once, he'd calmed, Lex began to get to work on the cords on his wrists, tearing at them with his teeth; with any luck, Clark and the others would have heard his alert, by now, and were en route.

By the time the elevator had reached the command center, Lex had pried off the cords; as the elevator doors opened, Lex stepped into the high-tech center, and sat down in the control-chair, bringing up the entire building on the main monitor, smiling as he spotted Emma and her flunkies.

It was _showtime._

XXXXXXXX

Siryn's spell deposited them in an empty board-room, the overhead lights dimmed. Superman's eyes flashed electric-blue as he scanned the surrounding area. "We're clear." he reported. "Jean, K'imm, any sign of Lex or the Hellions?"

Phoenix shut her eyes momentarily. "The Hellions are _definitely_ here; I'm sensing a wide-spread telepathic block." she said. "Emma Frost is here, for certain."

"She has to be jamming us." Cyclops said. "K'imm?"

Miss Martian frowned. "Well, there's _definitely_ someone blocking us…but the block is too widespread; I don't think they've picked up on us, yet." she added. "I'm also getting faint signatures at the helipad, the main laboratory, and the computer lab."

"They're goin' for the treatment, all right." Cyborg muttered. "Any sign of Lex?"

Miss Martian looked stricken. "No…I can't get a fix on him; it's like he's…not even _here…_"

"_Took you guys long enough._"

The sound of that familiar voice over their communicators startled them all. Superman was the first to respond. "_Lex??_"

"_Good to hear you, Boy Scout; glad you all could join my little shindig._"

Shadowcat blinked. "Where _are_ you?"

"_Managed to get away from Frost's stooges, and holed up in the auxiliary command center; got full control of the entire security system, from here._" Lex answered. "_Boy, am I ever glad I sprung for the __**deluxe**__ package!_"

"Good to hear, Baldy." Aquaman quipped. "What's the situation?"

"_Well, from what I overheard, Em, Firestar, and Thunderbird are heading to the helipad, Dust, Beef, and Catseye are helping Selene lift the treatment from the main laboratory, and Bevatron and Hellion were taking me to the computer lab to download my research files._"

Cyclops looked grave. "Jean, Cyborg, Kurt, Arrow and I should be able to handle Frost at the helipad." he said. "Aquaman, think you, Shadowcat, Avalanche and K'imm can handle Hellion and Bevatron?"

"No problem."

Superman nodded. "Flash, Gambit, Rogue, Siryn and I will head to the main lab and stop Selene's team."

"_Gotcha, Boy Scout._" Lex replied. "_I'm sending you guys some advised routes to intercept them, as I'll be sending Em and her flunkies a few…surprises on their way._"

Rogue snorted. "Shoulda _known_ Baldy'd figure out a way to get his pranks in."

Superman chuckled. "Yep, that's our Lex." he replied, before his expression turned serious. "Let's _move_, guys." With that, they all split up, heading after their respective targets.

XXXXXXXX

"You _WHAT?!_"

Emma's voice echoed through the stairwell that she, Firestar, and Thunderbird had been taking to the helipad; just a minute ago, Hellion and Bevatron had radioed in…with less-than-good news.

"_Sorry, Miss F, but Luthor got away from us._" Hellion reported. "_He'd conned us into letting him get a bit of water…which he used to short out Fabian…_"

Emma's snowy eyebrows narrowed angrily. "Julian," she hissed, "are you telling me that you let a _human_ outsmart you?!"

"_Well, how was I supposed to know he'd had this place rigged?!_"

Emma tried to regain her calm. "_Tell_ me you haven't lost the files we need."

"_We're almost at the computer lab now, Miss F; Luthor practically led us there._"

"Good." Emma said. "Make sure you get what we need; we'll deal with Luthor _later…_"

"_Nice to know you still care, Em._"

Emma's eyes went wide with alarm as that cocky voice replaced those of her students. "_Luthor?!_" she cried. "How did you get this frequency?!"

"_Oh, come on, Em; I may be only human, but __**don't**__ treat me like I'm __**stupid.**_" Lex chuckled. "_You don't need a twelfth-level intellect to figure out how to hack into radio frequencies…although it helps._"

Emma was _seething_ as she reached out with her telepathy, searching for Luthor's mind, so that she could turn it into _mush_…but found _nothing._ "_Where_ are you?!"

"_Again with the stupid-treatment._" Lex sneered. "_Did you __**really**__ think I was just going to roll over for some over-sexed psychic __**bitch?**__ Really, Em, I thought you knew me __**better**__ than that. If you __**must**__ know, I'm sitting in the auxiliary command-center for the building's security-system…which, as you may have guessed, is __**psi-shielded.**__ Your brain can pound away all night, for all I care._"

Emma was utterly _livid._ "Luthor…when we _find_ you..!"

"_Oh, I think you have more pressing concerns than just me, Frosty; don't you remember?_" Lex asked. "_I told you once that I had a penchant for pranks…which I never grew out of._"

"Your _point?_" Thunderbird asked.

"_My point, my good man, is that I'm sitting at the controls of a security-system designed by a master prankster – namely, __**me.**_" Lex replied. "_And __**that**__ means that __**all**__ of you are standing in my very own __**funhouse.**_"

Firestar's eyes went wide. "Uh-oh…"

Lex chuckled. "_Hold on to your asses, kids, 'cause I've got __**plenty**__ of surprises lined up for you…like __**now.**_"

And with that, the stairs they were standing on suddenly folded in on themselves, becoming a slick metal _slope_…causing the three of them to tumble back down the way they had come, landing on the floor, two levels down.

"_Oh, don't you just __**hate**__ me?_"

Slowly, a mussed, slightly bruised, and utterly _irate_ Emma got to her feet, followed by her two students. "Gee, Miss F, you sure can pick 'em." Firestar groaned.

Ignoring Firestar's remark, Emma reached out with her telepathy. '_Selene, we have a slight problem; Luthor has escaped, and I can't track him – he's shielded._' she sent. '_We'll need you to track him and bring him in._'

'_Ignoring the fact that I don't take orders from you, Frost,_' Selene shot back, '_I have more pressing concerns._'

'_Like __**what**__..?!_' Emma snapped…but she paused, as she began to sense additional presences…including a familiar one.

"What's the plan, Miss F?" Thunderbird asked.

"We proceed as we'd planned." Emma answered. "Whatever Luthor throws at us, we can handle." With that, they resumed climbing the stairs, holding the rail to keep from slipping, heading towards the helipad…as an enigmatic smile crossed Emma's face.

XXXXXXXX

Within minutes of departing from the others, Aquaman, Shadowcat, Avalanche, and Miss Martian had reached the computer lab; after peering through the door's window, Aquaman spotted Hellion at one of the computer terminals, typing away, while Bevatron kept watch. Turning back to the others, Aquaman said, "Okay, guys, the first thing we're gonna have to do is shut down their hack; Kit, think you can sneak up on 'em and fry that computer?"

"No problem!" Shadowcat replied.

"Good." Aquaman said. "Avalanche, as soon as Kitty fries the computer, we'll need you to knock on the door…but remember, we're not on solid ground, so keep the tremors on the down-low, okay?"

"Cool by me," Avalanche answered, "but Luthor had better be serious about backing us up; Bevatron's blasts have a long range, and Hellion's got lots of stuff to toss at us…"

"Lex'll have our backs, don't worry," Aquaman assured him, "plus, K'imm should be able to cover us if things get hairy, right?"

Miss Martian nodded. "I think I can handle a couple of punk Earthlings."

"Good to hear." Aquaman said. "Let's _do_ this." With that, Shadowcat phased into the floor, while the others kept watch, waiting for her signal…

Inside the lab, Bevatron kept watch as Hellion's hands glided over the keys, his eyes narrowed in concentration as he worked. "Almost there, Fabe…just a few more minutes…"

Bevatron frowned. "Let us make haste, my friend; I do not like how our communication with Miss Frost was cut off…"

"No problem, Fabe." Hellion answered. "I just need another minute, and all of Luthor's juicy little secrets will be all our…_what the..?!_"

Hellion's exclamation came just after the computer screen started to flicker, before going dead…as Shadowcat's face emerged from within it. "_Whoopsie!_" Shadowcat laughed. "Were you using that?"

Before Hellion and Bevatron could even react, the entire room started to tremble…right before the wall collapsed, revealing Aquaman, Avalanche, and Miss Martian behind it. His eyes narrowing, Aquaman charged at the two of them, managing to evade the numerous monitors that Hellion telekinetically threw at him; he was almost within reach of them when Bevatron slammed him with a pulse of lightning, knocking him back, as the young electrokinetic sent another pulse at Miss Martian and Avalanche. Her brow furrowing in exertion, K'imm raised a TK-barrier, repelling the electricity, while trying to focus enough to send a TK-pulse at them…but Bevatron's attack was too wide-spread; if she lessened her barrier at even _one_ point, Bevatron might break through…

Suddenly, a familiar chuckle echoed over the PA. "_You know, I don't really approve of dirty fighting…so I think I'll give you two schmucks a __**bath.**_"

At that, the entire sprinkler system promptly switched on, dousing them all.

Bevatron howled in agony as the water short-circuited him, sending his attack back on himself, as K'imm took that opportunity to slam him with a TK-pulse, sending him sprawling. Recovering quickly from Bevatron's surge, rejuvenated by the water, Aquaman charged at Hellion with a haymaker…only to have his fist connect against a wall of psychic force. Hellion smirked triumphantly…but his smile rapidly evaporated, as he felt massive telekinetic bolts slam against him shield, one right after another, as Miss Martian eroded his barrier bit by bit, until it finally gave way.

As soon as Hellion was vulnerable, Aquaman pressed his attack, slamming into Hellion with a tackle, before knocking him into the air with an uppercut. As Hellion fell to the floor, Shadowcat quickly phased his legs into the ground, trapping him there, while her comrades surrounded him. "End of the line, pal." Aquaman said. "Give it up."

Hellion's eyes narrowed. "I don't _think_ so!!" he exploded, and with that, he unleashed a _massive_ TK-wave, which both freed himself and collapsed the floor underneath his opponents' feet, sending them falling into the room below, while Hellion helped Bevatron to his feet, before they hurried away.

In the office below, Avalanche groaned. "I'd forgotten he could do that."

"I _hear_ you." Aquaman agreed. "Hey, Lex, think you can get a fix on those two?"

"_Way ahead of you, Fishy; Tweedle-Dum and Tweedle-Dumber are heading for the stairs; my guess is they're going for the helipad._" Lex answered over the PA. "_I'm uploading a few shortcuts to you, now; take those paths, and you should be able to reach the helipad as they do. I'll slow 'em down._"

"Good to hear." Shadowcat said.

Aquaman nodded. "We'd better get moving." With that, they hurried off, to intercept the two Hellions.

XXXXXXXX

_A few minutes earlier_

In the main laboratory, Beef was moving large chemical canisters from the main storage area, lugging them onto an arcane seal that Selene had conjured in the middle of the lab, to transport Lex's "cure" as soon as they had gathered it all, while Dust and Catseye gathered up the cases of injection-guns, each containing a full dose of the treatment. Within minutes, they would have it all ready for Selene to teleport it all away.

None of them noticed the top of a red cowl peeking around the main entrance, nor did they see a crimson streak zip past the door.

In seconds, Flash had caught up to his comrades. "Yeah, they're in there, all right." Flash confirmed. "That spooky lady's got some sort of funny symbol on the ground; they're moving Lex's drug onto it."

"A Shift Seal." Siryn said. "Essentially, it's a time-delayed, wide-field teleportation spell. As soon as they have all of the drug placed atop it, Selene will release the seal, transporting it away…"

"…straight to Shaw International, no doubt." Superman concluded.

"So, how do we stop her?" Rogue asked.

"The Seal will have a number of focal points, where Selene will channel her power into it." Siryn answered. "I should be able to disrupt them…" she lightly gulped, "…provided the rest of you can give me time to do so."

Gambit arched an eyebrow. "If Gambit didn' know bett'r, 'e'd say y' were scared."

Siryn glared at him. "As I have said, LeBeau, Selene's power could give even my _father_ pause; it would be _foolish_ not to have…trepidations."

Superman looked grave. "If you teleport us in, we should be able to keep them off of you long enough…but if Selene is as spell-savvy as you say, she might detect us…"

Flash grinned. "Leave that to _me_, Big Blue; I think I can come up with a distraction." With that, he darted off, as Siryn's green haze surrounded the rest of them.

Within the lab, Beef was just about to pick up the last canister of the drug…when he thought he heard something _whoosh_ by him. Shrugging, he continued on…but suddenly paused. "Hey…either of you ladies gettin' a draft around here?" he asked, turning around to face his comrades.

Selene had only arched an ebony eyebrow, and Catseye was barely suppressing her laughter, while Dust's hands had gone to her mouth, her light tawny skin going rosy underneath her veil.

Beef blinked. "_What?_" he asked…before he followed their gaze down, to discover that his uniform pants were _gone_, leaving his boxers exposed. "_What the..?!_"

"Looking for something?"

Snarling, Beef spun around, and saw Flash, casually leaning against the tank, holding Beef's pants in his hands. "That look on a co-ed _might_ work for me," Flash quipped, "but on _you_…not so much."

Roaring angrily, Beef charged at Flash; he was only a meter away when Selene's ethereal senses perked up, as several clouds of green haze formed around the lab. "Wilson, you _fool!_ You're playing right into their..!"

But she never had a chance to finish, as a blue-and-crimson blur darted out of one of the haze-clouds, zooming past Beef and sending him sprawling away, before Superman came to a stop, unleashing a burst of his gale-breath, blowing Selene, Catseye, and Dust away. Selene quickly did a mid-air flip, landing on her feet and unleashing a pulse of dark energy, which Superman and Flash quickly evaded, but Catseye and Dust were knocked into the back wall…where Gambit had placed a handful of charged cards.

Only Catseye's keen senses alerted her to the trap, as she quickly assumed her feline state. "_Soori, MOVE!_" she shouted; Dust quickly complied, as they both darted away from the resulting explosion. Spotting Gambit emerging from behind a large chemical tank, Catseye's eyes narrowed as she stalked towards him…and walked _right_ into Rogue's clothesline-attack. Catseye was sent flying, but she quickly recovered, pouncing towards Rogue, claws bared as she slashed at her; Rogue ducked under her slice, and pulled off her glove…to tap Catseye's furry arm as she recovered. Catseye let out a feline howl, before she slumped to the ground, out cold…as violet fur began to sprout from Rogue's skin, as her canine teeth elomgated, and her eyes turned slitted.

Rogue scowled as she looked at herself. "Dammit, Ah just shaved mah legs, last naht..!"

Gambit chuckled. "Y' know, _chere_, de fuzz looks kinda good on y'…"

"Aw, clam up, Cajun…" Rogue began…but she was cut off as Dust whirled into a sandstorm, blowing her away; quickly, Gambit extended his bo-staff, and jabbed it into an open panel in the floor, holding on with one hand, and catching Rogue's arm with the other, before they both held on for dear life…

As black lightning started to crackle in Selene's hands, the Black Queen smiled evilly as she cast it at Superman and Flash; inhaling, Superman unleashed a wide-burst of his ice-breath, creating a wall of ice between himself and Selene, blocking her attack. Before he could press his advantage, however, he had to turn to face a roaring Beef, as the massive mutant youth charged at him…

Suddenly, several laser-turrets dropped out of hidden panels in the ceiling, and began to open fire on Beef, forcing him to stop as their beams stung him.

_Lex._

Seeing that Beef had stopped, Flash darted towards him at top speed, before throwing himself sideways at the Hellion powerhouse, trying himself into a high-speed, spinning clothesline…as he rolled low, striking Beef's ankles, and knocking him over. As Beef staggered to his feet, Flash darted at him again, slamming him in the face with a leaping knee-strike, before leaping away and slamming him with a mach-speed haymaker, knocking him out.

On the other side of the ice-wall, Selene scowled, as she gathered dark fire in her hands, to smash through the ice…not noticing the emerald wisps forming near her seal, as Siryn emerged from her teleportation spell. Taking a deep breath, Siryn conjured a small spell-bolt, and cast it at one of the circular symbols on the rim of the seal; as soon as the bolt hit, the symbol fizzled out, vanishing, as the seal began to fade.

Unfortunately, as soon as her spell had struck, Selene _instantly_ perked up, whirling around, her dark eyes narrowed angrily. With a sneer, the Black Queen conjured a massive bolt of darkness – pure black magic _itself_ – and lobbed it at her. Focusing with all her might, Siryn willed _light_ energy into a barrier in front of her, tuning her shield to repel Selene's spell…before she concentrated most of it along her forearms, leaving the rest of her with minimal protection, as she crossed her arms ahead of her in a block…

The deadly spell crashed against her arm-shields, pushing against her barrier, hard enough for her to almost feel its icy burn in her skin…before Siryn pushed it to the side, deflecting it away from her.

Selene's eyebrows lightly arched in mild surprise. "Not bad…" she whispered, as she summoned a _pair_ of dark-bolts, throwing them at her. Siryn hurriedly raised another shield; the first bolt impacted against it, as Siryn focused on blocking the second one…but Selene casually flicked her wrist, causing the bolt to arc away…and come crashing back in to the side, where her barrier was weak, utterly _shattering_ it, sending her sprawling.

"…for an _amateur._" And the Black Queen punctuated her sentence by summoning numerous clusters of razor-sharp ebony ice, sending them flying towards Siryn with a wave of her hand…

Suddenly, the wall of ice shattered, as Superman burst through it, darting between Selene and Siryn, firing his eye-rays in rapid succession, evaporating every single one of the frigid projectiles, before unleashing a burst of gale-breath, but Selene vanished in a cloud of dark fog, reappearing several feet away.

As her gaze met Superman's, Selene's dark smile returned. "I know of you." Selene whispered. "You're the one spoken of in Adler's prophecy."

"So everyone tells me." Superman replied.

Still smiling enigmatically, Selene cast a bolt of black lightning at the two of them, but Superman darted aside, while Siryn 'ported away from the blast. "For countless years, the darkness has always loomed in the future." Selene whispered. "In all of _my_ visions, it has always been the same…until _you._ There is a light about you, Kryptonian; one that drives the darkness _back_. After your arrival, the darkness of my visions no longer holds absolute sway; I can see why, now."

Her smile suddenly vanished, and was replaced by a look of elemental _hate._ "I have _never_ been more _revolted_ in my _LIFE!!_"

With that, Selene sent a massive wave of black force at them, sending them both sprawling. Superman was knocked back, but he quickly recovered. "Well, _that_ was unexpected."

"Quite." Siryn muttered, as she quickly raised a barrier, repelling Selene's blast of dark fire, wincing as her shield almost buckled under the onslaught. She was about to raise another…when she felt a familiar whisper in her mind…

'_How goes the day, dear Anita?_'

Siryn lightly blinked. '_Emma?_'

'_Of course it's me, dear girl…unless you've developed a split-personality since we last spoke…_'

Siryn smiled inwardly. '_What need have I for a voice in my head with __**you**__ as a friend?_' she thought back. '_Tragically, I'm afraid that now isn't the best time…_'

At that, Siryn felt the familiar sensation of Emma carefully sifting through her thoughts _just_ enough to see what was happening. '_Hmm…so I see._' Emma replied. '_Well, I suppose we'll have to do something about that…_'

Siryn arched an eyebrow. '_I see that the loyalty between members of the Circle is at an all-time high._'

Emma telepathically laughed. '_Were it anyone else, dear Anita, I would agree,_' she answered, '_but Selene and I __**rarely**__ get along on the __**best**__ of days; what she doesn't know won't hurt us, plus, you can impress that strapping fellow of yours._'

Siryn smiled. '_You have a suggestion?_'

Emma's tone turned serious. '_Selene's defensive spells are superb, Anita, make no mistake,_' she sent, '_but __**no**__ defence is perfect. Each of her barriers have a single flaw – a __**tiny**__ one, to be sure, but a flaw, nonetheless – that, if struck directly, will collapse it completely._'

Siryn nodded. The fact that defensive spells had flaws had long since been drilled into her mind; the more powerful the barrier, the more energy it used…and the smaller its flaw was. '_You know where it lies?_'

'_I'm afraid not, sweetie; Selene continually shifts the location of her blind-spot._' Emma answered. '_However, if you watch her closely enough, you __**should**__ be able to spot her moving it._'

Siryn smiled. '_Brilliant, Em!_'

'_Why, thank you, dear girl. Good luck!_' With that, Emma ended her link.

Smiling evilly, Selene unleashed another black-lightning surge, knocking Superman back; recovering quickly, Superman countered with a burst of gale-breath…which impacted harmlessly against the shield that Selene had raised…

That was the opportunity that Siryn had been waiting for; reaching out with her mystic senses, she carefully probed the barrier, testing the currents of energy swirling through it…and found a tiny pinhole, swirling towards the barrier's upper-right corner.

"_Kal, NOW!!_" Siryn shouted, as she unleashed a barrage of spell-bolts, aiming for the right section of Selene's barrier; the first two impacted harmlessly…but the third struck true, as the shield collapsed like glass, vanishing like morning mist. At once, Superman unleashed another gale-burst, which took the Black Queen head-on, sending the screeching elene flying, to crash into a chemical tank; before she could recover, Superman followed with a burst of ice-breath, freezing her to the spot.

As Siryn turned towards Selene's seal, to finish disrupting it, Superman spotted Rogue and Gambit in the middle of one of Dust's sandstorms; with one precisely-aimed burst of gale-breath, he knocked Dust out of her storm, quelling it, and causing Rogue and Gambit to sag back to the ground. Groaning, Rogue picked herself up…and spotted one of the cases of injection-guns, which had been knocked open by the storm…

As Dust got to her feet, Superman instantly closed the distance between them, his eyes narrowed sternly. "Do you _really_ think you're _helping_ mutants by doing this?"

Dust hesitated. "M-Miss Frost said…"

"I wasn't _asking_ what _Frost_ thought, Sooraya." Superman said sternly. "I was _asking_ what _you_ thought."

Dust was silent for a moment. "N-No…"

Superman's glare subsided. "Then _why_ are you _here?_"

Dust couldn't respond. "I-I…"

Her reply was drowned out by the enraged _screech_ of Selene, as the Black Queen broke free of the ice trapping her, surrounded by a corona of dark fire. "_That_, you little light-swollen _whelp_, was the _worst_ mistake you'll _ever_ make!" she hissed.

"Shows what _you_ know, lady!" Flash laughed, darting over to his comrades. "We've done _way_ stupider stuff than this!"

Gambit chuckled. "Wouldn' go advertisin' dat, Speedy."

Selene scowled at that, as she gathered dark force in her hands…but her focus was disrupted by the volleys of laser-fire from Lex's turrets. To the three recovering Hellions, she snapped, "Get to the helipad; _I'll_ deal with Luthor." With that, she teleported them away, before vanishing in a cloud of fog, herself.

Superman's eyes narrowed gravely. "She's going after Lex." he said. "we'd better…" but he trailed off, as he saw Rogue…holding a full injection-gun.

"One little dose." Rogue murmured. "Just a little shot…and Ah can be _normal._"

Flash paled. "Hey…come on, Stripes…put that stuff down." he said softly. "You heard what Hank said about it; it'll make you _sick…_"

"So Ah get a little sniffly; big _whoop._" Rogue muttered, moving the gun towards her upper arm. "It's a _small_ prahce to pay to be able to _touch_."

"It's _not_ worth your life, Rogue." Superman said. "You heard him; it has _serious_ side-effects, Rogue…"

"Ah don't _care!!_" Rogue cried. "Ah'm _tired_, damn it! Ah'm _tired_ of havin' ta be so damn _scared_ of anyone brushin' mah skin! Ah'm _tired_ of bein' _poison_ to the people Ah care about..!"

"_Chere,_" Gambit whispered, "y' _know_ dat ain' true…"

"_Don't_ lie, Remy! Ah _know_ you're tired, too!" Rogue cried, her eyes starting to get misty. "Ah _know_ you're sick of…of not bein' able ta kiss meh fer more than fahve minutes at a tahme! So _don't_ lie!!"

Gambit was silent for several seconds. "Okay, _chere_," he whispered, "Remy ain' gon' deny wantin' t' 'old y' f'r more dan 'e can, at de moment." His ebony eyes turned sad. "But not _dis_ way, _chere_; y' worth too damn _much_ t' Remy t' jus' let y' t'row it away." He slowly reached out, and placed his hand on her shoulder. "Y' don' _need_ dat stuff, _chere; _Remy told y' 'e'd find a way – jus' give 'im a _chance_."

Rogue was silent for a moment…before she lowered the injection-gun, tossing it away. "Ah'm…Ah'm _sorry…_" she sniffled.

Remy quickly embraced her. "'ey, s'okay, _chere…_y' jus' made a l'il mistake, is all; y' be _human_ – y' _entitled._"

As she finished dispelling Selene's seal, Siryn looked slightly guilty. "Well…I _do_ hate to interrupt…but we _do_ have a job to do…"

"Yer…yer raht." Rogue said, drying her eyes. "We'd…we'd better go haul Luthor's ass outta the fahre."

Superman chuckled. "Story of our childhoods, Rogue." he quipped. With that, the five of them hurried off.

XXXXXXXX

The night air was cool and crisp as Cyclops, Phoenix, Nightcrawler, Cyborg, and Green Arrow emerged onto the rooftop of the LexCorp building. "Any sign of Frost, Jean?" Cyclops asked.

Phoenix shook her head. "I'm not sensing any other presences…but we all know how well Frost can shield herself."

Cyborg's red cybernetic eye momentarily glowed brighter. "Thermal scans are negative; we must've beat them to…hold up."

"You got something?" Arrow asked.

Cyborg's eyes narrowed grimly. "I got three heat-signatures stepping onto the rooftop, a few meters ahead, and _one_ of 'em's glowing like a bug-lamp."

"Zat must be Firestar." Nightcrawler reasoned.

"That'd be a safe bet." Cyclops agreed. "We'd better keep it quiet, guys; let's move." With that, they headed on, following Cyborg's thermal-scan.

Within minutes, they had reached the helipad, and hid behind a large air-vent…which gave them the perfect vantage-point to watch the White Queen and her two students walk onto the helipad…all with several small bruises and laser-burns.

Cyborg chuckled. "Looks like our boy Luthor went funhouse on their butts."

"Keep it _down._" Phoenix shushed him. "I can only shield _thoughts_, remember?"

"My bad."

Emma's scowl was unmistakable as she and her students walked towards the helipad. "Isn't that stupid chopper _here_, yet?" Firestar muttered. "I wanna go _home…_"

"We'll go when the job's _done_, Angie." Thunderbird said.

Emma's scowl only _grew_ as she picked up the status of the rest of her students. "Apparently _not_, Thunderbird." she spat. "It would appear that the _rest_ of our colleagues didn't meet any more success than _we_ did."

Thunderbird frowned. "Let me guess: the Justice League?"

"Along with dear Charles' precious X-Men, _yes._" Emma hissed. "That, along with Luthor's interference…"

Firestar groaned. "I thought that Selene lady was supposed to help us…"

Emma smirked. "It would appear that the Lord Imperial's confidence in her was _grossly_ overestimated."

"You are _certain_ of that, Frost?"

Emma's scowl returned as Selene, along with Beef, Dust, and Catseye, appeared in a wave of black haze…along with Lex.

Selene smiled darkly. "I found this little _worm_ cowering with his machines in a secret chamber on the fifth floor, Frost." she hissed, pushing Lex to the ground. "Were _you_ able to find him?"

Ignoring the shot, Emma glared at Lex. "We may not have your treatment, Luthor…but we _do_ have the mind that created it." she hissed. "And once we leave here, my _first_ priority will be to utterly _break_ it!!"

Selene chuckled. "As long as you leave his psyche intact enough for me to _torture_, Frost, I have no objections."

Lex managed a wry smile. "No need to fight, ladies; there's _plenty_ of me for _everyone…_"

Just then, Hellion and Bevatron emerged onto the rooftop. "We're good to go, Miss F." Hellion reported.

"Very well." Emma answered, as the sound of whirring rotor-blades cut the air, as their remote-operated helicopter began to descend from the clouds. "Perhaps it would be best if we took our leave."

From their vantage point, Green Arrow shook his head. "Well, Lex has gotten himself into _another_ fine mess."

"_Again._" Cyborg quipped.

Nightcrawler looked stricken. "Any vord from zhe others?"

"They're all on their way," Phoenix reported, "but they'll be a few minutes…"

"We need to stall them." Cyclops said. "Kurt, if we distract Frost and Selene, could you 'port in and grab Lex?"

"I zhink so."

Cyborg nodded, as his hand morphed into his sonic-pulse cannon. "Between your peepers and my cannon, Slim, we _should_ be able to to knock those two for a loop…provided they don't catch on."

All the while, Green Arrow had been scanning the surrounding area…before his gaze came to rest on an adjacent maintenance crane; if he shot at _just_ the right angle…

Drawing his bow and fitting an arrow to it, Green Arrow grinned. "You just leave that to _me_, guys; they'll _never_ see you coming."

"Okay." Cyclops said. "Kurt, as soon as we take out Frost and Selene, get Lex _out_ of there!"

"Got it!"

Pulling back the bowstring, Green Arrow took aim at the crane. "Ready when you are guys!" he said. "Get _moving!_" With that, Cyclops and Cyborg darted out from behind the air-vent, followed by Phoenix, _just_ as Green Arrow let his arrow fly.

The arrow lanced towards the crane, striking it at _just_ the right angle, to ricochet towards the helicopter as it was descending, striking it directly on the main rotor's hub, sticking in, before its arrow-shaft started to flash…

_**BOOOM!!**_

The explosive arrow detonated, blasting apart the rotor and sending the helicopter falling to the ground, nothing but a pile of scrap, forcing the Hellions to scatter. Her eyes narrowing in _fury_, Emma got back to her feet…only to be sent flying by a crimson blast, seconds before a distracted Selene was knocked back with a sonic-pulse, as Cyclops and Cyborg came charging at them, forcing the Hellions to regroup…and drawing their attention away from Lex.

_Bamf!!_

Right on cue, Nightcrawler 'ported right behind the distracted Hellions, grabbed hold of Lex's arm, and _bamfed_ away, to land behind his comrades. Firestar unleashed a high-powered thermal beam at them, but Phoenix quickly raised a wall of psychic flame, repelling it. Recovering quickly, Thunderbird charged at them, but Cyborg intercepted him, ducking under his haymaker and countering with an uppercut, before finishing him with a sonic-blast. Hissing in fury, Catseye pounced at Cyborg, her claws bared…but her attack was interrupted by a smoke-bomb arrow from Green Arrow's bow, sending the feline metamorph into a fit of coughing.

As he looked away from Catseye, Green Arrow was barely in time to see the massive form of Beef barreling down at him; quickly, he holstered his longbow and drew a pair of revolver-type weapons – which instantly expanded into mini-crossbows loaded with tranquilizer darts – and unloaded a full clip into the charging mammoth. Beef's charge kept going as the darts struck him, but gradually, he began to slow, until Beef was right in front of him, utterly out of it, to the point where Cyclops' optic-blast was enough to knock him out _completely._

Her eyes narrowing in anger, Emma reached out with her telepathy, to utterly _fry_ Cyclops and Green Arrow's brains…only to slam mind-first into a mental wall. '_I don't think so, lady!_' came Phoenix's voice from behind the wall.

Emma was _livid._ '_You insignificant little __**maggot!!**_' she spat, as she ripped into the block. '_Do you __**honestly**__ think that you can overpower __**me?!**_' In seconds, Emma had torn through Phoenix's block; in her mind-scape, the wall began to disintegrate, revealing Phoenix on the other side…

…but she wasn't alone: there, perched behind her, was her namesake, a massive firebird, its enormous wings flaring with firelight, its razor-sharp beak poised to snap Emma up like a worm, and its pupilless eyes glowing with light.

'_Maybe I can't beat you __**alone**__, Frost,_' Phoenix answered, '_but, as you can see…_'

The firebird finished her sentence. '_**…she's NOT alone.**_' And with that, the firebird let out a mighty screech, as a wave of flame erupted from its wings, which seared into Emma, her own barriers wavering from the sheer _surprise_ of this revelation…

…and with a scream of agony, Emma pulled her mind away from Phoenix's, cutting off the horrible sensation of being burned _alive_ that she'd just had.

The sight of their disabled headmistress caused the rest of the Hellions to pause; scowling, the recovered Selene summoned a killing bolt of dark fire, and let it fly…only to have it crash against an invisible wall, as Superman and the others rejoined them, to Cyclops' relief.

Selene's scowl could have _disemboweled_ anyone else, but Superman met her glare without flinching. "Give it up, lady."

Cyclops nodded. "You've got _nowhere_ to go."

"Then we'll just have to _crush_ you!!" Hellion spat, before the helicopter wreckage behind him and his teammates began to shudder ominously, starting to rise from the ground…

Suddenly, about a dozen automated laser-turrets popped out of hidden panels in the roof, taking aim at the Hellions, humming warningly. "Don't even _try_ it, Slappy." Lex warned, his hand moving away from his palm-top computer, having sent the activation code to the security system. "If _any_ of you try anything, you'll have more holes in you than Swiss cheese."

Recovering from Phoenix's mind-attack, Emma glanced to her black-clad counterpart. "_Selene._"

Selene scowled, but nodded grudgingly, before turning to glare at Superman. "This is _far_ from over." she spat…before dark fog surrounded her, Emma, and the rest of the Hellions, taking them far away.

Superman sighed. "It _never_ is."

"Amen to _that_, bro." Cyborg agreed.

Flash chuckled. "Still, it's always nice to get the _old_ team back together."

Aquaman grinned. "Oh, yeah; the Six Musketeers ride again."

Smiling, Superman turned to Green Arrow and Cyborg. "You guys _sure_ you don't want to join up?"

Cyborg chuckled. "Tempting offer, bro, but no thanks." he answered. "Part of me'd like to…but it just doesn't seem to be the right fit for me, right now."

Nodding in understanding, Superman turned to Green Arrow. "What about you?"

Arrow was silent for a moment. "I'll think about it."

Glancing towards the ledge, Lex sighed. "Well, thanks for the rescue, guys," he said, "but I don't suppose you'd care to help with the _hard_ part..?"

Shadowcat arched an eyebrow. "Lex, we just busted our _butts_ saving you; _what_ could be harder than _that?_"

"Well…I'd designed my security system to automatically alert the police of any incidents," Lex confessed, as police sirens started to cut the air, "and as we all know, where police teams go…"

"…news-crews _follow._" Superman finished. Sighing, he added, "Well, I guess we don't have much choice."

Gambit frowned. "Y' owe us _big_ time, Baldy."

Flash nodded. "Welcome to _our_ world, LeBeau." With that, they all turned, and headed back inside.

XXXXXXXX

_Undisclosed location_

The trip back to the Hellfire Club's Metropolis safe-house had been short and uneventful, but that suited Hellion just fine. '_Should've just full-out __**blasted**__ that alien the first time, when I had the chance…_'

Currently, he could do little else but sulk in his personal chamber, while Miss F and Selene were reporting to the Black King about their latest failure…which irked Julian to _no_ end. Worse still, from what he'd gathered, Sooraya had _hesitated_ – not once, but _twice_. He knew and understood that Soori'd had a tough time, before…but it was getting to the point where _somebody_ had to tell her to just _bite_ the damn bullet and get _over_ it.

Hesitating like that got you _killed._

Getting up from his bed, having looked at the ceiling enough, Julian headed out, walking towards the kitchen, to grab a soda. As he walked, he happened to pass by the safe-house's conference room…

"_I must say, I am quite disappointed with the two of you._"

The sound of that regal voice made Julian _freeze_; it was Shaw Senior, the Black King _himself._ Slowly, keeping his thoughts quiet, below Miss Frost's detection-range – or at least _trying_ to – Julian peered through a crack in the doors, and spotted both Emma and Selene in front of a view-screen…with the Lord Imperial's face staring back at them.

Emma lightly flinched at that remark. "My Lord, at the outset, our plan was successful; there was no way we could have anticipated the Justice League's swift response." she said quickly. "Based on that, I believe that Luthor is friends with them…"

"_An interesting point, Emma…but ultimately irrelevant._" Sebastian said coldly. "_What disturbs me even more is the fact that Lex Luthor – a __**human**__ – outsmarted you…for the __**second**__ time._"

Emma scowled at that…but quickly recomposed herself. "I…I have no excuses, my Lord."

"_Indeed._" Sebastian muttered, before glancing to Selene. "_But the most disturbing fact of all, Selene, is the fact that __**you**__ were defeated…_"

Selene scowled. "Had I used some of my _stronger_ spells, Shaw, it would have been _different._" she hissed. "I held back, to obey your standing order that the Kryptonian be left alive..!"

"_I see._"

Selene's scowl grew. "We are making a _mistake_ in letting him live, Shaw." she spat. "He is a _blight_ upon the Hellfire Club, and he will _continue_ to be so..!"

"…_until we finally gain control of him._" Sebastian countered. "_Victor von Doom assures me that his plan to subvert the Kryptonian is progressing on schedule, now that his daughter has been accepted…and we will do __**nothing**__ to compromise that. The Kryptonian Kal-El will be an invaluable resource to the Circle, Selene; both in terms of power __**and**__ technology._" He chuckled. "_I believe that the Circle has been without a __**White**__ King for long enough; perhaps it will be beneficial to have a decent counterpart._"

Selene's expression turned incredulous. "You're a _fool_, Shaw."

Sebastian frowned. "_Your opinions are yours, of course…though I am less inclined to believe them after your defeat at the hands of a teenage girl._"

At that, Selene sputtered indignantly…while Emma suppressed a secret smile.

"_For now, Selene, you may return to our base; Emma, you and your students will return to the Academy._" Sebastian finished. "_Hellfire burns eternal._"

Lightly bowing, Emma and Selene returned the salute as the screen winked off. "Hellfire burns eternal." With that, they started to walk out of the room…prompting Julian to quickly scamper away.

Once he was far enough away that he was sure Miss F hadn't spotted him, Julian finally allowed himself to fume. '_White KING?!_'

He couldn't believe it. The idea of that overgrown _Boy-Scout_ taking _his_ place was bad enough…but to have him jump _straight_ to one of the _top two_ spots in the entire _Circle..?!_

"I gather that you do not agree with the Lord Imperial's decision any more than _I_ do."

Turning, Julian was surprised to find none other than Shaw Junior, the Black Pawn, leaning against the wall behind him. "I don't know what you're talking about."

Shinobi chuckled. "Of _course_ not." he answered. "Tell me, Hellion: do you _like_ the current way that the Club's affairs are managed?"

Julian was silent for a moment. "I've got my complaints…but who _doesn't?_" he replied. "Besides, what other choice _is_ there?"

"An _excellent_ question."

Julian lowered his voice. "You _going_ somewhere with this, Shaw?"

Shinobi chuckled. "I was merely curious as to your opinion of a potential…_change_ in leadership, in the future."

Julian's eyes went wide. "Shaw…are you saying..?"

"I am saying," Shinobi answered, "that nothing need be done _today;_ I am simply advising you to keep an open mind, in the future." With that, he turned, and walked away.

For several moments, Julian was silent…and then he smiled to himself. "Fine by me." With that, he turned, and headed back to his room.

Had he lingered a moment longer, he might have noticed the pair of wide, veil-clad brown eyes that had been watching him from the shadows.

XXXXXXXX

_Xavier Institute_

After they had all returned to the Institute, Remy had simply headed to his room, where he stripped down to his black t-shirt and boxers, and took out his deck of cards, before setting up to play a little solitaire.

On the way back, Rogue had assured him that she was fine, now…and Remy wanted to believe her; wanting to be normal was a big thing for _any_ mutant, let _alone_ one in Rogue's situation. '_Chere'll be okay…_' he thought to himself. '_She jus' slipped a bit, is all…_'

"I understand that there was a small incident, tonight."

Remy's eyes momentarily widened at that voice, before Mystique walked into the room. "We 'ad a l'il run-in wit' de 'ellions." Remy answered, trying to sound casual…though part of him had a feeling that his girlfriend's mother was finally going to make good on her almost-threats…

Mystique's calm smile put him at ease. "I just wanted to thank you for talking Rogue out of taking that drug."

Remy quietly let out the breath he'd been holding. "De _fille_ would 'ave made de right choice; all Remy did was give a l'il nudge in de right d'rection."

Mystique's smile turned a bit wry. "You know, for the longest time, I wasn't sure if you were right for Rogue."

"Dat so."

Mystique chuckled. "Call it a long-suppressed protective instinct, but I'd long assumed you were a 'player,' LeBeau."

"I see." Remy answered. "Not dat Remy be complainin', but Remy can' 'elp but wond'r why 'e ain' six feet und'r, at de moment."

Mystique's expression turned sad. "Remy, I've been absent for the vast majority of Rogue's life; what right do I have to dictate who she can or can't be with?" she asked. "I wanted to trust Rogue's judgement; I wanted to believe that she knew a good enough man when she saw one." Her smile returned. "And you proved her right."

"Remy does what Remy can." Remy answered. "So, dis mean y' ain' gon' murder Remy in 'is sleep?"

"No." Mystique answered…before her tone darkened. "But if you ever break her heart," her gaze fell to Remy's lower body, "you'll find that there are _worse_ fates."

Remy gulped. "Remy'll keep dat in mind."

"Good." Mystique finished. "Pleasant dreams." With that, she turned, and walked out.

Slowly, Remy reached under his bed, and took out his bo-staff, before sitting down on his bed, facing the door, with the staff across his lap. '_Like Remy gon' close 'is eyes __**now.**_'

XXXXXXXX

After she'd retired to her room, to change back into her regular clothes, Anita decided to head downstairs, to get a drink before retiring for the evening; as she walked downstairs, she automatically frowned as she saw Alison, there, undoubtedly back from her recording.

As she spotted her, Alison frowned reflexively, as well. "I heard that you guys ran into some trouble, tonight."

Anita remained tranquil. "It was nothing we could not deal with."

Alison's expression lightened, though it remained wary. "I also heard that…that you helped Kal with that Selene lady."

Anita's expression turned serious. "The Black Queen was no opponent to be taken lightly; it is doubtful if either of us could have defeated her alone."

"I figured." Alison replied. She lightly smiled. "So…thanks."

Part of Anita wanted to rub that fact in Alison's face…but etiquette demanded that she be gracious in victory. "Perhaps the entire ordeal could have been avoided, had that buffoon Luthor been more careful."

Alison laughed. "Yeah, Lex can be a handful."

"Indeed." Anita concurred. "I pity that poor Lang girl."

Alison froze. "Lang?" she asked. "Is that…_Lana_ Lang?"

Anita blinked. "You know her?"

Alison looked stricken. "Not well." she admitted. "But…Kal did."

Anita immediately understood; obviously, Kal had once held some sort of romantic connection to the Lang girl. "Well, you needn't worry; from what I gathered, Lang is quite devoted to Luthor…the poor thing." she said. "Furthermore, I have _no_ intention of letting a _human_ steal him away; _you're_ enough of a problem, thank you."

Alison chuckled dryly. "Thanks…I _think._"

Anita remained outwardly neutral…though her mind was reeling; _this_ was the sort of thing that, a year ago, she'd have _lorded_ over Blaire…but now she was _reassuring_ her _rival??_

Quickly, Anita calmed her thoughts. She was merely earning the girl's trust; she was removing the last obstacle in consolidating her position here.

Nothing more.

Turning to Anita, Alison asked, "So, you really don't like Lex, do you?"

Anita frowned. "He had the audacity to challenge my father."

Alison arched an eyebrow. "You know, not many teens today are _that_ respectful of their parents."

Anita's eyes narrowed. "My Papa is a _great_ man; he _rescued_ me; he _made_ me what I am."

Alison's eyes widened. "He rescued you?" she asked. "From _what?_"

Anita's eyes momentarily widened…before narrowing crossly. "Stay on topic, Blaire." she snapped. "It doesn't sound as if you really care for Luthor any more than _I_ do."

Alison sighed. "Several summers of non-stop pranking _does_ that."

Anita arched an eyebrow, smiled bemusedly. "Do tell."

Alison groaned. "Let's _not._"

"Oh, come now, Blaire; I was good enough to share some information. It's only fair."

Another voice chuckled. "Yeah, Ali; that kind of stuff _never_ gets old."

At that, both Anita and Alison turned in time to see Green Arrow walk through the doors. "Oh, don't stop on _my_ account."

Alison smiled wryly. "You _wish_, Robin-Hood."

"_Ouch_; that hurt, Blondie."

Anita rolled her eyes. "I assume you're here for a _reason?_"

"Just lookin' for the big guy." Green Arrow replied. "He here?"

"He said he had something to take care of." Anita answered. "Why?"

Green Arrow shrugged. "Well, after tonight's little fiasco, I told him I'd think about joining the League." He grinned. "I thought about it; I'm in."

Alison smiled. "That's _great!_" she exclaimed. "What changed your mind?"

"Well, after dealing with those Hellion punks, I realized that there are some big problems out there; ones that Big Blue and his team have to deal with." Green Arrow replied. "I've been concerned with looking out for the little guys…but after tonight, I remembered that the big problems like _stepping_ on little guys – Kal and the League need all the help they can _get._"

Slowly, Anita nodded approvingly. "Well, you appear half-proficient with that bow." she said. "I suppose the League could do worse."

Arrow smiled wryly. "Good to know, Princess." He turned to Alison. "Any idea when he'll be back?"

Alison shook her head. "Sorry; I haven't spoken with him, yet." she answered. "Still, he should be back, soon."

Green Arrow nodded. "Yeah, you're right." he agreed. "Whatever he's doing, it's probably important…"

XXXXXXXX

_LexCorp HQ_

"…_in other news, there was an attempted kidnapping of renown industrialist Lex Luthor in Metropolis, this evening; Mr. Luthor had been attending a gala in the wake of his announcement of a potential treatment for the mutant 'X-Gene.' Reports are still coming in of the possible mutant connection with this attempt on Mr. Luthor; Mr. Luthor only had this comment in response._"

"_On the advice of my lawyers, I'm not going to mention any connection between my announcement and the attempt made on me,_" came Lex's recorded voice, "_but I __**will**__ say that tonight has opened my eyes…so much that I've decided to hold off on moving the treament to full production; upon further study, I believe that more testing is needed to ensure its safe use – we cannot __**afford**__ to be wrong about this – but even __**more**__ so, I believe that our society needs to have a better understanding and acceptance of mutants in our world before we decide to start medicating them. I admit, I was a little over-zealous in my efforts; I hope that mutants around the world don't take it personally. Thank you._"

"_Mr. Luthor's comment was made in the wake of a successful rescue-effort from both members of the Justice League and the Xavier Institute, proving that, once again…_"

Smiling to himself, Lex switched off his office radio; he had to admit, things had certainly panned out well: word of his treatment had been spread; Em's little debacle had provided the _perfect_ excuse to stop production, as well as given him a scapegoat, should any problem arise with the drug having previously been dangerous; and the publicity was always useful for when the drug was finally ready.

'_Not bad for a night that started with a kidnapping attempt._' Lex thought, as he leaned back in his chair…and spotted a familiar silhouette outside his office window. Sighing, Lex opened the window. "I had a feeling you might be by, Clark."

Superman's expression was grave as he floated in, touching down. "I'm assuming you know why I'm here."

Lex sighed. "Look, Clark, I'm _sorry_ I didn't tell you about Lana." he said. "I knew you were happy with Alison, and I didn't want to start dredging up old ghosts. The truth is…I'm happy with her, and I didn't want to deal with my best pal being neurotic about his old flame…"

Holding up his hands, Superman quickly interrupted. "Lex, you don't have to explain. I got over Lana a _long_ time ago. And you're right; I _am_ happy with Ali." He lightly smiled. "You deserve to be happy, too, Lex."

"Oh. Well…good." Lex answered. "Is Chloe okay?"

Superman nodded. "She's on her way back to New York; I told her I was staying to get a few comments from you."

Lex chuckled. "You two should be able to write quite the story!" he said. "So…why _are_ you here, really?"

Superman looked grave, again. "Well, there's always the fact that _my_ best pal used me and my friends to promote his agenda without telling us."

Lex groaned. "Clark…"

"Ollie and Vic _told_ me that there were problems with the treatment, Lex." Superman persisted. "You _knew_ it was dangerous, so why on _Earth_ did you announce..?"

"It's called _advertising_, Clark." Lex countered. "Lots of companies announce products that are still in the works."

"Even _dangerous_ ones?" Superman asked. "Lex, all you did was make yourself a _target…_"

Lex chuckled. "With you guys on the job, _who_ would be stupid enough to try anything?"

"The Hellions, apparently!" Superman answered. "You not only _expected_ an attack, but you were counting on _us_ to automatically bail you out??"

Lex arched an eyebrow. "Isn't that whay you guys _do?_ Save people?"

Superman's eyes narrowed. "Yes," he agreed, "but we're not exactly fussy about being taken advantage of."

Lex frowned. "_Look_, Clark, I've _stopped_ production; more research is being conducted on the treatment; no-one was hurt, and after this, I can practically _guarantee_ that the market will eat this up when I _do_ release it. I'm not seeing a problem, here."

Superman frowned. "Other than the fact that you _lied_ to us?"

Lex rolled his eyes. "_God_, Clark!" he exclaimed. "Okay! Fine! I lied! I told one little white-lie! Forgive me for not having your untarnishable Kryptonian morals! Excuse me for being human!" His tone grew sarcastic. "So I coloured outside the lines; that makes me a bad guy, now?"

Superman's expression turned sad. "No."

"Then _what_ is the _problem?_"

Superman's sad expression grew. "Lex…you're starting to _scare_ me."

Lex groaned. "Oh, come on; I'm _still_ the same guy!" he defended. Smiling, he added, "The Six Musketeers, remember? I'm just trying to do good _my_ way!"

Superman lightly smiled. "I _hope_ so, Lex." he replied. "Good night." With that, he silently flew out the window, heading for home.

Sighing, Lex sat back down. He really couldn't blame Clark; the guy saw things in black-and-white – he'd always been that way. '_So I told a little fib; big deal. He's got his way of doing things, and I've got mine…_'

Suddenly, the phone started to ring, prompting him to pick it up. "Hello?"

"_That was quite the announcement you made, Mr. Luthor._"

Lex blinked. "Who is this?"

"_Someone who was quite impressed with your efforts, today...as was the group I represent._"

Lex scowled. "Look, if this is someone kind of recruiter for the F.O.H…!"

The woman on the other end laughed. "_Oh, no, Mr. Luthor; I have no problem with mutants. As long as they obey the law, I'm their best friend._"

Her voice turned cold. "_My associates and I merely wish to pose this question: if a super-human goes __**bad**__, how are we normals going to stop them, with all their power?_"

Lex arched an eyebrow. "Isn't that what the Justice League is for?"

"_The League can't be everywhere, Mr. Luthor. Besides, if something happens in __**this**__ country, should __**we**__ do something to deal with it, rather than let someone else clean up __**our**__ messes?_'

Lex was silent for a moment. "Maybe." he answered. "Regardless, why come to _me?_"

"_You have vast resources, Lex; with your financial and business savvy, and your intelligence, you could very well be __**exactly**__ what this country needs._"

Lex frowned. "I don't know…Mom always told me to be wary of strangers…"

"_Smart woman._" the voice answered. "_My name, Lex, is Amanda Waller, and I, along with the rest of Project Cadmus are quite anxious to meet with you. What do you say?_"

Lex paused. Part of him figured he should tell Clark about this…but another part said otherwise; Clark _wasn't_ his keeper – hadn't he just _said_ that he did things his own way? Plus, if things got hairy, he could always come clean, later; Clark would bail him out, right?

Slowly, Lex smiled to himself, as he made his decision.

"Tell me more…"

XXXXXXXX

_Coming Soon:_

_As the holidays grow near, Earth gets one __**heck**__ of a surprise…but not everyone is happy about it…_

_And in the midst of this chaos, Tina's place at the Institute becomes threatened…forcing our heroes to take a closer look at Phantom's past…_

_What secrets lie within this tortured girl's past?_

_Will our heroes save the day, and their teammate?_

_Find out, in "Matters of State," coming to your computer soon…_


	17. Matters of State

CHAPTER SEVENTEEN: MATTERS OF STATE

_Xavier Institute, New York, December 10, 2008_

The light of the full moon cast an ethereal glow over the Institute, causing the blanket of fresh snow over the grounds to shine like an ocean of silver. Inside the Institute, the students, all anxiously awaiting the holidays, were sleeping soundly…

…_most_ of them, at least.

In her room, while the others all slept peacefully, Tina tossed and turned, in the grips of one of her all-too-familiar nightmares…

_She was running through a silver hall…people were screaming…_

_Someone grabbed her…forcing her into a small space…_

_She was falling…falling…_

_A monstrous tremble, shaking her to her very core…_

_There was fire all around her…she was __**burning..!**_

_She was thousands of miles above the Earth…and she was falling so fast…she was going to hit..!_

_The ground was inches away..!_

And then Tina turned over a bit too quickly, causing her to fall out of bed…and wake up _screaming._

"_EEEEEEEEEYYYYYYYAAAAAAAAAAARRRRRRRRGGGGGGGHHHHH!!!!_"

Tina's bloodcurdling scream echoed through the Institute, waking up more than half of its occupants; Alison was the first to reach her, quickly bolting awake in the cot next to her, with Lila waking up in her own cot shortly after, but even by then, Tina was in hysterics. "Tina, it's okay!" Alison cried, enfolding the hysterical girl in a comforting hug. "It's okay…you were just having a nightmare…"

Slowly, Tina's hysterical screams started to subside, to be replaced by uncontrollable sobbing. "Ssshhh…" Alison soothed. "It's okay, Tina…it's over, now…"

By then, the others had gathered outside Tina's door, but kept back, giving Tina her privacy; slowly, Clark peered in. "Is everything okay?"

Alison nodded, letting Tina cry into her shoulder. "Nightmare."

"Okay." Clark whispered. "If you need us, we'll be right out here." With that, he stepped back, out of sight.

Turning a sympathetic gaze to Tina, Alison asked, "What nightmare was it, Tina?" She paused. "Was it the one with..?"

Tina shook her head; the nightmares with her foster mom in them were _plenty_ scary. "I was falling."

Lila gasped. "Oh, no…"

Tina started to sniffle, as she hugged Alison closer. "_I thought I was gonna die..!!_"

Alison hugged her closer. "It was only a dream, sweetie; it can't hurt you." she whispered. After Tina had calmed, Alison added, "But this is the third time this _month_ you've had that dream, Tina; maybe the Professor should take a look at you…"

"O-Okay." Tina whimpered; at this point, she was willing to try _anything._

Alison lightly smiled. "Let's get you back to bed, okay?"

Tina smiled weakly. "Okay." With that, she hopped back into bed, as Alison tucked her in, and then turned out the light, before she and Lila retired themselves, allowing their surrogate little sister to fall asleep.

XXXXXXXX

_December 11_

The sun was shining brightly the next day, causing the snow to gleam brightly, making it the perfect day to play in the snow. Bobby was making a full-sized ice-sculpture of Jubilee with his powers while the blushing girl watched; Tabitha, Alex, Lorna, Wanda, Sam, Paige, Jamie, and Rahne were having an all-out snowball war; Scott and Jean were enjoying a quiet walk through the Institute grounds, while Kitty and Lance were making snow-angels; Piotr was giving Illyana a few rides on a toboggan; in the woods, Kurt and a giggling Amanda were playing hide-and-seek, with Amanda finding out the hard way that her blue beau had a nose for hiding spots; Rogue and Remy had gone to the local rink to go skating; even Tina was out, having recovered from her nightmare, and was helping Ron, Mark, Evan and K'imm assemble a snowman. Only three people were absent from the little scene.

In her room, Anita was casually levitating her clothes and spell-books into two suitcases, just enough for her little trip; her father had summoned her home for the next few weeks, as there were important affairs of state at hand, in the wake of the UN General Assembly meeting tomorrow, as well as a few public appearances she had to make with her father as the happy Latverian Royal Family. Anita did not really mind; she had been planning on spending the holidays at home regardless, although she would have perhaps liked to have spent _some_ of them at the Institute…

"Leaving already?"

Turning to look over her shoulder, Anita half-smirked as she saw Alison there. "Don't get your hopes up, Blaire; I fully intend to be back in two weeks, three at the most." Her smirk slightly widened. "In fact, I was debating on whether or not I should invite dear Kal to come _with_ me…"

"_Now_ who's getting their hopes up?"

Lightly frowning, Anita said, "I'm surprised you're still inside; that trite little scene outside seems right up your alley."

"I was busy." Alison replied. "Kal and Aquaman were rescuing a tanker that hit an iceberg; Kal needed help welding its hull."

Anita frowned; the fact that Kal often asked the little twit to assist in his missions was one that irked her to no end, but she'd be damned before she let on about it. "Then I presume that our Man of Steel is back home..?"

"Ma, I am _not_ taking no for an answer!"

Just then, Kal, in his street clothes, walked in from around the corner, holding his communicator to his ear. "Ma, _Christmas_ is coming up," he spoke into it, "and you should be around family…_no_, Ma, I'm not letting all of them drop by and eat you out of house and home… and no, Ma, I don't think of you as a feeble old lady; I just don't think that what could be your last Christmas should be spent alone..!"

Alison couldn't help but chuckle. "Baby," she cooed, "do you want _me_ to talk to her?"

Sighing, Kal nodded. "_Yes_, _taushi._" he said. "I'm sure _you_ can explain to her that having everyone over at _her_ house is _not_ a good idea." Smiling, Alison took the communicator from Kal, and walked into the next room.

Anita couldn't help but chuckle. "So _that's_ where your stubborn streak comes from!"

Kal half-smiled. "Oh, yeah; whether it's against bullies or relatives, when my parents made a decision, they dug in their heels harder than a bull with a hernia."

Anita lightly giggled…before her expression turned sad. "But…did you say that this is your mother's…_last_ Christmas?"

Kal flinched. "It…_could_ be."

"She's…_dying?_"

Kal's silence told it all.

Anita was momentarily speechless. "I…I am so sorry…"

"I've known for a while." Kal said softly. "I've always known that…that she would go, one day; I just didn't think it would be so soon…"

Anita looked sympathetic. "How is your father taking it..?"

"He died about six years ago."

Anita couldn't say anything at that; she'd had no _inkling_ that Kal-El's earthly life held such tragedy; could that have been the reason for his actions..?

Just then, Alison walked back into the room, smiling. "She's convinced, baby."

Kal smiled warmly as he took his communicator back. "Ali, you're a _miracle worker!_" he declared.

Alison's smile grew. "_Flatterer._"

Suddenly, the communicator began to beep, prompting Kal to switch it on. "Boy Scout here, Green Light; what's the..?" he began…before he _froze._ "_What??_" he exclaimed. "You're _sure?_" There was a pause. "Understood; warn up the Javelin-1 – I'll be at the Tower in a few. Boy Scout out."

"What's wrong?" Alison asked.

"No time to explain, baby; I'm needed at the Tower." Kal said. "I'll let you know as soon as I hear more!" With that, he darted off, and was airborne in a matter of seconds; as they both watched him go, Anita and Alison could only exchange perplexed expressions.

Whatever this was, it _had_ to be serious.

XXXXXXXX

_Earth orbit_

Minutes after receiving the message from Green Lantern, Superman had reached the Watchtower, before boarding the Javelin-1 with Green Lantern and taking it out into space. "You're _sure_ about this?" Superman asked.

"It came straight from Oa; Guardian Krallen confirmed it." Green Lantern answered. Looking out into space, he added, "These are the coordinates; they should be along any minute now…"

Suddenly, there was a small flash of light, as a long, sleek spacecraft, with a central, rotating ring, simply winked into existence ahead of them. Seconds later, a transmission came through, showing the image of a fairly tall, well-built Caucasian man, around the same age as John, with light reddish hair, his eyes concealed by a green face-mask, clad in a uniform identical to John's. "_This is Confed One to unidentified craft; identify yourself._"

John chuckled. "Figured you'd be involved in this, Jordan."

The other Green Lantern grinned. "_I should say the same to you, Stewart._" he replied. "_And what's this I hear about you hanging around with a Kryptonian and a few others?_"

"See for yourself." John said, gesturing to Superman. "Hal Jordan, meet Kal-El of Krypton; Kal, meet Hal Jordan, one of the Lantern Corps' finest and the guy who got me into this whole mess."

Hal chuckled. "_Well, I'll be…that report of yours was actually __**right**__, Stewart; there __**is**__ one left!_" he quipped. "_Damn, that means I owe Lantern Kyra twenty Confed credits; the __**one**__ time you picked to be right, Stewart..!_"

Superman chuckled. "Well, I'm sorry if my survival inconveniences you, Lantern!" he laughed. His expression then turned grave. "I hear tell that Head Councillor Wazzo and several other Councillors are with you..?"

Hal nodded. "_After reaching this planet, our orders were to first contact you_." he said. "_You've actually saved us a bit of trouble._"

At that, Hal's face vanished from the screen, and was replaced by that of a light-skinned woman, seemingly in her thirties, of elegant frame, with long, ebony hair, and dark eyes, clad in a black-and-white robe, with a long, white cape. Superman easily recognized her: she was Winema Wazzo of the multi-dimensional planet Bgztl, and the Head Councillor of the entire Galactic Confederacy. "Welcome to Earth, Head Councillor; it's an honour to have you back here."

Winema smiled pleasantly. "_It's good to be back, Kal-El._" she replied. "_I look forward to actually setting foot on your new home, this time!_"

Superman smiled, before his expression turned grave. "I hope we can assist with whatever problem has arose, Councillor; Guardian Krallen has already notified us as to the importance of your and the other Councillors' visit..!"

Winema lightly laughed at that. "_Oh, I'm so terribly sorry; I'm afraid that Krallen may have over-stressed that part!_" she said. "_This issue is of importance, but it is hardly a galactic crisis; far from it!_"

Both Superman and John looked confused. "Councillor..?" John asked.

Winema smiled. "_Please, allow me to explain._" she said, before she told them the reason of their visit.

She was _right_; it _was_ important.

XXXXXXXX

_U.S. Congress, Washington, D.C._

Within the Congress Building, the U.S. Senate's last meeting of the year was just finishing up for the holidays. "Well, my fellow Senators," Senator Martin began, "now that the old business is concluded, is there any new business..?"

"There is, Senator."

Isaac sighed. "Any new business _besides_ Senator Kelly's superhuman registration proposal?"

Robert frowned as the rest of the Senate laughed at the joke. "Senator, I'm not entirely sure you realize the seriousness of this issue." he persisted. "My proposal, as I have stated, will require every known superhuman – mutant or otherwise – in this country to register their powers and identities with the government…"

"Senator, many of these individuals, including mutants, are _born_ with their abilities, through no fault of their own." Isaac countered. "You're trying to register _lives_; that's a dangerous precedent, Bob."

"Many of these individuals' abilities are _dangerous_, Isaac." Robert countered. "This proposal will ensure that they'll be held _accountable_ for any misuse of their abilities."

"I agree." Senator Rusk added. "This country registers firearms; registering dangerous abilities is simply the next step up."

Isaac sighed; there was no getting around this. "Very well; all in favour of the proposal?"

A few 'Ayes' filled the silence.

"Opposed?"

The 'Nays' filled the room.

"Motion defeated." Isaac said, noting the angered expression on Robert's face…while inwardly grimacing; the motion had been defeated, but Robert had been able to convince a few _more_ Senators to side with him since the _last_ time. "Now, if there's no other business..?"

"I think there _is_, Senator."

Startled, Isaac turned towards the entrance…in time to see Superman and Green Lantern walk into the room. Robert's eyes narrowed. "I am getting _quite _tired," he snapped, "of having _private_ sessions of Congress _interrupted_ by some _alien_ who thinks he's _above..!_"

"Now, Robert," Isaac interjected, "I'm sure that Superman and Green Lantern wouldn't have come here without a good reason."

"Thank you, Senator," Superman said, "and you're absolutely _right._"

Green Lantern chuckled. "_Trust_ us; you'll _want_ to hear this." With that, they both stood clear, allowing a black-and-white clad woman, flanked by four others – a human male, a magenta-skinned female, an orange, spike-skinned male, and semi-translucent amoeba-like being – in the same uniform as Green Lantern, to walk into the room.

Superman smiled. "Senators," he began, "it is our pleasure to introduce Head Councillor Winema Wazzo, leader of the Galactic Confederacy; Councillor Wazzo has come a long way to speak with you."

The entire Senate was shocked silent. "We're…honoured…" Isaac murmured, "…and…quite surprised…"

Winema gently smiled. "I can imagine." she answered. "I can assure you, Senators, that I did not come here to alarm you; far from it!" Her smile grew. "I, along with several of my colleagues, came to offer Earth an opportunity to _join_ the ranks of the Confederacy."

The silence that followed as deafening.

Green Lantern chuckled. "They're taking it well."

"Wait 'till it _really_ sinks in." Superman replied.

"I understand that there will be a meeting of Earth's leaders, tomorrow." Winema continued. "My colleagues and I had hoped to address all of you then; I am sure you understand that this is a matter that _all_ of planet Earth must decide."

Isaac managed to find his voice. "Of…of course."

Superman smiled. "Well, I suppose we'd best leave you all to your duties." he said. "Councillor?" Nodding in agreement, Winema followed Superman out of the room, with Green Lantern and his colleagues close behind.

Once they were alone again, Robert looked at Isaac with incredulity. "Senator Martin, are you _insane?!_" he cried. "Are you actually _thinking_ of allying our country with these…these _creatures?!_"

"This isn't our decision to make, Robert; this affects the entire _planet._" Isaac answered. "I will be passing my recommendation along to the President, as I urge you all to do; the President will need _every_ fact, and _every_ viewpoint in order to make a proper decision. Beyond that, it's out of our hands." His expression turned grim. "I move that we conclude this session." The chorus of 'Ayes' he received was unanimous, as the Senate dispersed, to try and digest what they had just learned.

XXXXXXXX

_Xavier Institute_

As he and the rest of the X-Men and X-Force – minus Power Girl and Phantom – walked through the metal corridors heading to the Danger Room, Cyclops couldn't help but smile as he glanced towards Phoenix. "So, you're _sure_ you don't mind me tagging along you, this Christmas, with your Aunt visiting, this year?"

Smiling flirtatiously, Phoenix shook her head. "_Trust_ me, Scott, I don't mind." she answered. "I can't _wait_ for you to meet Aunt Madelyn; you'll just _adore_ her!"

Havok grinned. "_Man_, Scott, you're gonna miss some serious waves! I hope it's worth it!" he quipped. Turning to Lorna, he added, "You're _sure_ you don't want to come, Lorna?"

Polaris lightly blushed. "Sorry, Alex, but I really wanted to see my Mom," she replied, "plus, I wanted to introduce my new big sister…"

Scarlet Witch chuckled. "As if the poor woman didn't have _enough_ to worry about." she lightly teased.

Shadowcat nodded. "I managed to convince my parents to visit us, this year." she said, before she looked stricken. "So could you all _please_ not scare them?"

Avalanche chuckled. "Don't worry, Pretty Kitty; I'm sure our _other_ guest won't _let_ us misbehave!"

Daytripper blinked. "Kurt?" she asked. "Who are they talking about?"

Nightcrawler smiled guiltily, as he half-glanced to Siryn. "Uh…sorry, _liebe_, but I can't say…"

Sighing, Siryn rolled her eyes. "If you're referring to Superman's mother, I already know about her visiting."

Cannonball's eyes went wide. "Uh-oh."

"We'd better tell the big guy to call it off." Sunspot said.

"You needn't worry." Siryn said. "I have important affairs of state that I _must_ attend to back in Latveria; Kal's secret is in no danger."

Multiple looked sad. "It _sucks_ that his Mom's so sick…"

Husk nodded. "It's not _fair._"

Android blinked. "_Query: will Power Girl and Phantom be joining us?_"

"Yeah, where _are_ they?" Leap asked.

Just then, Power Girl walked into view, smiling knowingly. "Presenting," she exclaimed, "the new-and-improved Phantom!" With that, she stepped aside, as Phantom shyly stepped into view…clad in a black-and-white bodysuit, with a long, white cape, and short white gloves, the pants of the suit gradually flaring out seamlessly into white boots, and the image of a white ghost, with black eyes, emblazoned on the chest.

Phantom smiled shyly. "W-What do you think?"

Shadowcat smiled. "Oh my _gosh_, Tina! You look _awesome!_" she gushed. "I _love_ your uniform!"

"_Yeah_, girl! It's so _you!_" Boom-Boom agreed. "_Where_ did you get the idea for it?"

"Oh…I don't know…" Phantom said, "…I just…saw it in my head, and Ali helped make it…"

Magma chuckled. "I'd _love_ to have _your_ imagination, Tina!"

Cyclops smiled. "Well, now that we're all here, we'd better…"

'_Cyclops, Phoenix, Power Girl, Phantom, would you all report to my office, please?_'

As the Professor's mental voice echoed through their minds, Phoenix looked worried. "I guess you guys had better go on without us."

"We'll be right with you." Cyclops agreed, before he, Phoenix, Power Girl, and Phantom turned and headed towards the Professor's office.

As they came into the Professor's office, Professor Xavier was sitting at his desk, his expression grave. "I am sorry to have interrupted your sessions," he said, "but I had to speak with you."

"What's wrong, Professor?" Power Girl asked.

The Professor looked _truly_ grim, now. "I had just received a call from a lawyer," he said softly, "representing a Margaret Wilkinson."

Phantom instantly went silent.

Power Girl's eyes went wide. "Is…is that..?!"

The Professor nodded. "She's claiming that we took Tina unlawfully."

"That's _bullshit!_" Power Girl exploded. "That _witch_ almost drove Tina to..!"

"I _know_, Alison." Professor Xavier replied. "That's why I fully intend to fight this…but I just wanted you to be aware of it."

Noting Tina's vacant expression, Phoenix looked worried. "Ali, why don't you take Tina back to the Danger Room?"

"Right." Power Girl agreed, as she turned and started to lead Phantom out of their mentor's office.

Meeting the Professor's gaze, Cyclops said, "Professor, _tell_ me we have a game-plan, here."

Phoenix nodded. "We _can't_ let that _monster_ take her..!"

"I _know_, Jean." Professor Xavier agreed. "I am _sure_ that Tina's testimonial will be enough to…"

But he was interrupted as Logan walked into the office. "Turn on the TV, Chuck; you're gonna want to see this." Confused, Charles did so…

…and got the shock of his _life._

XXXXXXXX

_U.S. Congress, Washington, a few minutes earlier_

By the time that Superman, Councillor Wazzo, Green Lantern and his four fellow Lanterns had emerged from the Congress Building, several news crews – having noticed the Councillor's ship as it had touched down on the front lawn – had swarmed around the Building, trying to get the scoop on what was happening. Superman chuckled. "Well, Councillor, your presence seems to have caused quite the stir."

Winema smiled. "Sad to say, I'm used to it."

"I can imagine." Superman replied, before he politely extended his arm to her. "Shall we?" Smiling appreciatively, Winema placed her arm on his elbow, as he escorted her towards her ship…

Suddenly, the distinctive searing of an energy beam filled Superman's ears…seconds before he saw a sickly yellow energy-blast lance from the clouds…heading right for the Councillor..!

Quickly, Superman put himself between Winema and the beam, as the blast pushed him back a few feet…and exposing the Councillor, as a second beam came lancing in..!

"_Barriers up!! Protect the Councillor!!_" Green Lantern ordered, as he darted towards Winema, raising a force-field bubble around himself and the Councillor, as his colleagues quickly followed suit; the combined ring-powered barriers easily repelled the yellow beams, and gave Superman time to track them to their source: the beams were, apparently, coming from _nowhere_…but as he activated his X-Ray vision, Superman saw the truth – hovering behind a cloud was a mauve-skinned humanoid, clad in a sickly yellow mockery of the Green Lantern uniform, wielding a yellow ring, which generated its own aura, keeping him aloft, as well as powering those beams.

Somehow, this individual was cloaked from sight, likely from the high-tech belt he was wearing…but it wasn't enough to fool _Kryptonian_ eyes.

Taking aim, Superman fired a surgically-precise eye-ray, which lanced towards the unseen assailant, piercing his stealth-field and searing his shoulder; letting out a cry of pain, the invisible attacker flew off, across the city. "Lanterns: get Councillor Wazzo to her ship and get it into the air!" Green Lantern ordered. "_We'll_ handle this!" With that, he and Superman took to the air, chasing after the would-be assassin.

As Superman and Green Lantern chased after the assassin, their quarry fired several yellow beams at them, his stealth-field flickering as he did; Superman easily evaded the shots, while Green Lantern blocked them with a ring-barrier, countering with a few shots of his own…which were blocked by a yellow energy-field. Firing his eye-rays, Superman taxed the assassin's shield further, until it shattered, forcing the attacker to dodge to the side.

Now the assassin was running out of energy; he couldn't keep this up…but then he saw his chance; firing a beam from his own ring, he cleaved off the support-struts on a billboard, causing it to start to fall towards the busy streets below..!

Quickly, Superman and Green Lantern darted down and caught the billboard, lifting it back up, as Green Lantern held it in place with his beams, while Superman welded its struts back together. In minutes the sign was repaired…but the assassin was long gone.

"Any idea what that was?" Green Lantern asked.

Superman shrugged. "I didn't get a _good_ look, but…it kinda looked like he was wearing a…a yellow knock-off of _your_ uniform."

Green Lantern's eyes went wide. "Hail the Councillor's ship!" he exclaimed. "Tell them to head for the Pole! We _have_ to hide them in the Fortress; that's the _only_ place they'll be safe!"

Superman blinked. "What..?"

"No time!" John said. "Just follow me; I'll explain on the way!" With that, he flew off, as Superman quickly followed.

XXXXXXXX

_Undisclosed location_

"…_reports are now coming in of a spaceship touching down in Washington, just outside of Congress, but rather than issuing an invasion ultimatum, its occupant has extended an invitation to the people of Earth to join a much larger organization – a 'Galactic Confederacy'. Shortly after extending this invitation, an assassination attempt was made on the alien, but that attempt was foiled by the Justice League…_"

His face twisted in rage, Graydon Creed turned off the news report. "What are we going to _do_ about this, Hydra?!" he spat. "Having just one or two alien freaks on this planet is bad enough..!"

Madame Hydra's expression was calm, but still clearly irritated. "Calm yourself, Graydon." she said. "This situation requires careful thought…"

"What about that X-Weapon?" Graydon demanded. "I _know_ it's ready for deployment, Hydra..!"

'_I am __**really**__ going to have to do something about this creature._' Madame Hydra thought. "X-23 is ready for deployment, Creed, but she was trained for infiltration and stealth; having her go up against a team of super-powered beings, including an Omega-Class whose powers are as equally geared towards single combat as mass destruction is _hardly_ wise."

Graydon snarled. "That _alien_ is behind this, I'm sure of it." he snarled. "I'd wager _anything_ that it _brought_ the other freak here; this is _just_ another step towards global domination..!"

Madame Hydra rolled her eyes. "Then we'd best find a way to stop it." she answered. "We're already looking into a possible way to shut down the Institute; we _should_ be able to take care of these 'visitors'…"

"Perhaps I can be of assistance..?"

That third voice surprised both Madame Hydra and Creed. "Who's there?!" Madame Hydra demanded. "Show yourself!"

Slowly, the air rippled in front of them, revealing a mauve-skinned, black-haired humanoid creature, clad in a black-and-yellow bodysuit, similar in design to Green Lantern's uniform, with a sickly yellow ring on his finger, emitting a yellow glow. Snarling, Graydon ran towards the alarm…

"Oh, I don't think you want to do that, Graydon Creed." the alien said. "Yes, I know your name, as well as everything about your organization; I knew about Councillor Wazzo's planned visit to this planet _well_ in advance."

Graydon's eyes narrowed. "Then you know that we will _not_ stand for alien _filth_ polluting our world!" he shouted. "Either you get the _hell_ off this planet, or..!"

"I have _no_ intention of staying." the alien said coldly. "As soon as my mission is completed, I and my men will leave this little back-water behind and never return."

Madame Hydra arched an eyebrow. "What mission?"

The alien chuckled. "We have similar goals in this matter: you wish the Earth to remain out of the Confederacy, and I wish Wazzo _dead._" he said, before frowning. "However, I was not counting on such a strong resistance from this 'Justice League' – who knew that there was a Kryptonian left alive? – or on the Lantern Corps sending additional Lanterns." Smiling, he finished, "However, if we combine forces, I am sure that we could achieve _both_ our goals, and as soon as we have, my Corps and I will leave Earth behind."

Graydon's rage calmed. "We're listening."

"What did you have in mind?" Madame Hydra asked.

The alien chuckled. "I will contact you as soon as I know when Wazzo will appear again." he said, as he turned to leave. "Be ready."

Madame Hydra's eyes narrowed. "Who _are_ you?"

The alien smiled darkly. "I am called Sinestro," he said, "and I look forward to working with you." With that, he tapped his belt, winking out of sight.

Alone again, Madame Hydra smiled, as she switched on the intercom. "Tell X-23 to be ready for deployment." she ordered. "We may just have a mission for her…"

XXXXXXXX

_North Pole_

By the time Superman and Green Lantern had reached the Fortress, the other Lanterns, along with the Councillor's ship, were circling for confirmation to land. After lowering the shield and opening the vehicle-bay, allowing them to land, Superman activated the Fortress' teleporters, 'porting himself and Lantern to the Fortress' Command Center. "Okay," Superman said, "who exactly _is_ this 'Sinestro'?"

Green Lantern looked grave, as he tapped his high-tech armband, bringing up the image of the mauve-skinned alien from before, except that he was now clad in a Green Lantern uniform. "Sinestro was once a member of the Lantern Corps, but he was dishonourably discharged after he tried to sell the secrets of our power rings to enemies of the Confederacy. Since then, Sinestro has apparently founded his own corps, loyal to the highest bidder, with rings of his own design, though _how_ he developed them remains a mystery. He is considered extremely dangerous; since his discharge and betrayal, Lanterns have been ordered to arrest him at _all_ costs…dead or alive."

Superman looked grim. "And someone hired him to kill Councillor Wazzo."

"Apparently."

Superman sighed. "Well, I guess we'd best go check on our diplomat friends, shouldn't we?" Green Lantern nodded in agreement, before they both stepped onto the teleporter pad, and were 'ported to the vehicle-bay.

As they reached the vehicle-bay, the other four Lanterns had already helped the Councillor and her three colleagues disembark: one was a Thanagarian woman, around Hawkgirl's age, clad in tight black pants and a silver-coloured tank-top, with a white-coloured hawk-like helmet, similar to Shayera's, except sleeker; the second was a slightly shorter, somewhat rotund male humanoid, nearly identical to a human male, with only the pronounced half-disc-like crest of hair high upon his head that identified him as a member of the Rynari people, with the black slacks, fine white shirt, well-embroidered vest and expensive dark blue overcoat of a Rynari nobleman; and the third was a very tall, willowy humanoid creature, with a very slight torso, almost out of proportion to its long arms and legs, with an oval head with no mouth and nose, only iridescent black eyes, and a pair of feathery antennae upon its head – clearly, it was one of the pacifistic Onga'Chic people, one of Krypton's oldest friends, and the bright blue-violet crest upon its right shoulder marked it as both one of its people's very rare – and very _revered_ – telepaths, and as one of their Song-Keepers, the recorders of the ancient lore of the Onga'Chic, who kept their history alive through song.

As he saw Superman and John 'port in, Lantern Jordan smiled in greeting. "Thanks for your help, out there." he said, before gesturing to his comrades. "These are Lanterns Kyra," the magenta-skinned female smiled pleasantly, "R'orrk," the orange alien simply grunted, "and Xel'Both." At that, the amoeba-like Lantern simply waved a pseudopod.

Winema smiled. "My colleagues here are Admiral Renata Var, Ambassador to Thanagar; Archduke Rendo Yunar, Ambassador to Rynari Five; and Symphony of Unending Praise, Ambassador to Onga'Chiana." she introduced.

Superman smiled, and extended both his hands, palms facing up, in the formal Kryptonian greeting. "Brethren in bonds, I greet thee thrice."

At that, all three Ambassadors looked surprised. "A formal Kryptonian greeting…" Rendo murmured, "…now _that_ is something I _never_ thought I would see again…"

Looking around the Fortress, Admiral Var's expression was akin to awe. "We had almost forgotten how advanced your people truly _were_, Kal-El."

At that, Symphony let out a soft _thrum_ of assent, before emitting a series of hums of varying pitch. Superman smiled, before he replied, "Thank you, Ambassador; I look forward to helping forge diplomatic relations between Earth and Onga'Chiana, as well."

Winema looked concerned. "Do we have any idea as to who it was that attacked us?"

Green Lantern's expression hardened. "_Sinestro._"

At that, the other four Lanterns grimaced. "Should've _known._" Hal muttered.

R'orrk bristled angrily. "Should've _creamed_ that little _vothk_ when I had the chance…" he muttered.

"Easy, big guy." Kyra soothed. "Not even the _Guardians_ suspected him of turning." At that, Xel'Both let out a series of gurgles and burp-like sounds, clearly in agreement with his colleague.

Superman nodded. "In the meantime, Councillor, Ambassadors, you are welcome to remain here until the UN summit, tomorrow; Sinestro won't be able to reach you here, if he can even _find_ it."

John nodded. "The Lanterns and I will begin searching for Sinestro." he said, before turning to Superman. "In the meantime, you'd best contact the X-Men, and coordinate a plan for tomorrow; chances are, Sinestro knows about the summit, and he'll try again _there._"

"We'd better notify the rest of the League, as well; we'll need _every_ bit of help on this one." Superman agreed. To the Councillor and her colleagues, he added, "I've instructed the Fortress to prepare rooms for each of you, and I've enabled its synthesizers to prepare any meals you would like; if you require anything else, the communicators will allow you to contact me."

Winema nodded. "Thank you for your hospitality, Kal-El." she said, as she and her colleagues headed towards the teleporter, while Superman and the Lanterns headed out of the Fortress.

XXXXXXXX

_Xavier Institute_

As soon as they had gotten the message from Superman, the rest of the Justice League quickly gathered at the Institute, meeting with him and the X-Men in the main conference room, where he brought them up to speed. "So," Green Arrow said, "someone's hired this Sinestro guy to off the Councillor, and he's packin' the same kind of powers as GL, and he's got an unknown number of goons backing him up."

"Pretty much." Superman answered.

Green Arrow blinked. "This kind of thing happen often?"

Flash shrugged. "Pretty much every other day."

"That's what I thought."

Cyclops looked concerned. "If Councillor Wazzo plans on speaking at the UN Summit, that meeting's going to be a target."

"Can we get them to reschedule?" Shadowcat asked. "Move the meeting to a safer location?"

Aquaman arched an eyebrow. "You want to convince a buch of _diplomats_ to reschedule??" he asked. "We're not _miracle workers_, Kit."

Batman's eyes narrowed. "Sinestro will undoubtedly attack from the air; we'll need the Lanterns and every available flyer airborne and ready to move."

Superman nodded. "Power Girl, Angel, Storm, Wonder Woman, Hawkgirl and I should be able to back the Lanterns up."

Wonder Woman looked worried. "And if this Sinestro attempts a ground-assault?"

"The rest of us, including X-Force, should be able to cover the Councillor and her colleagues from the ground." Cyclops said.

"In theory, that may be true," Siryn piped up, "but how do you intend to gain access to the summit? Attendance will require the highest levels of security clearance, which _none_ of us possess."

Rogue sighed. "Ah hate ta say it, but Princess' got a point."

Superman chuckled. "I'm sure that Councillor Wazzo won't mind a few _additions_ to her security detail."

"Okay," Avalanche spoke up, "so what happens if Sinestro attacks and we need to get the Councillor clear?"

"Summits like these have pre-designed evacuation plans; I can have the schematics of the likely escape-routes downloaded by tonight." Batman said. "We'll have to memorize them as soon as we get them."

Hawkgirl nodded. "We'll have to assign e-vac teams to each of the diplomats; when Sinestro strikes, we'll have to get them _all_ to safety."

"I'd better contact the Councillor, and let her know our plans." Superman said.

"We'd better let the others know what's going on, too." Cyclops agreed. With that, they all headed out of the conference room.

As Superman walked through the hallway, Power Girl quickly caught up to him. "Hey." she greeted softly.

Superman smiled wearily. "How are you holding up?"

"Me? I'm fine, considering everything." Power Girl answered, her expression stricken. "It's _Tina_ I'm worried about."

Superman nodded sadly, as he recalled the transmission he'd gotten from Alison on his way back, describing the threat of Tina's foster mother. "We _won't_ let that hag take her, Ali."

Alison's expression turned haunted. "That's another thing I wanted to talk to you about." she said. "Do you remember the first time we met Councillor Wazzo? How she mentioned the _first_ time she came to Earth?"

Superman blinked. "Yeah..?"

"Kal," Power Girl began, "Tina showed us her new uniform, today."

Superman arched an eyebrow. "That's nice, _taushi_, but I don't see how…"

"I didn't think anything of it," Alison continued, "but then I saw the Councillor on TV…"

Superman looked confused, as he thought of the Councillor, and of the sketches of Tina's new uniform that Alison had shown him, before…

…and then it _hit_ him, as he understood _exactly_ what she was suggesting…

XXXXXXXX

_December 12_

The next morning was fairly uneventful, Charles noted to himself as he sat in his office; the rest of the day before had been spent in planning for the UN Summit, which would begin in a few hours. '_Perhaps this is the calm before the storm…_'

"Professor?"

Looking up, Charles smiled wearily as he saw Clark walk into his office. "Hello, Kal." he greeted. "I trust that things are well?"

"Well enough." Clark answered. "The Councillor and her colleagues are still safe in the Fortress, and they're ready to go…although we still don't have any leads on Sinestro."

Charles nodded gravely. "I've gotten a call from General Fury regarding this matter; the Avengers will be able to assist us…but some of them are currently deployed on missions around the world."

Clark chuckled dryly. "Iron Pants picks _now_ to trust us with this." His expression turned sad. "Ali told me about…the call you'd gotten from Tina's foster-mom."

Charles looked chagrined. "I'm doing all that I can," he said, "but I fear that the only way to ensure that Tina does not return to her custody is if she testifies against her." He shut his eyes. "If only we'd found her sooner…"

"Why didn't you?" Clark asked softly. "Didn't Cerebro pick her up?"

Charles shook his head. "Cerebro never even registered her." he confessed. "Tina's powers must have first manifested a few months ago, but Cerebro never detected their activation…"

"…meaning that she must have had them _longer,_" Clark finished quietly, "or that they're something _else._"

Charles blinked. "What do you mean?"

Clark looked pained. "I don't want to say, yet, Professor; I can't afford to be wrong about this." he answered. "All I'll say is that I _may_ have a solution to this problem." His expression turned firm. "I'd better notify the Councillor; we'll have to be at the Summit, shortly."

Charles nodded. "Be sure to give Councillor Wazzo my best."

"I will." Clark agreed. With that, he darted off; seconds later, as Charles was sending the psychic instruction to his students to prepare for departure, he heard the familiar sonic boom of Superman flying off.

XXXXXXXX

The winter sun was bright as it shone upon the fallen snow, making the entire front yard gleam with light…but Tina was in no mood to appreciate the beauty of the scene.

After donning her uniform, Phantom had opted to spend the last hour before they departed for the UN Summit alone, as she tried to sort out the jumbled mess that her thoughts had become.

Her foster-mother was trying to regain custody of her.

It was as if her worst _nightmare_ had come to life.

Quietly sniffling, Tina hugged her arms around herself from her perch on the Institute's front step. '_Why couldn't she just leave me alone?_' she thought miserably. She had a _life_, here; she was _happy_, here…and now Margaret Wilkinson was trying to take that from her…and the only way for her to stay was to testify against her, which Tina was _not_ looking forward to.

Even so, the fact that the judge might not _believe_ her loomed menacingly in Tina's mind; she would be sent back to live with that…that _monster..!_

"_Tina?_"

The sound of that familiar metallic voice startled Phantom out of her silent tirade of misery, as Android walked out to greet her. "_Are you alright?_"

Tina sniffled again. "_No_, Mark." she whimpered. "I…I _can't_ go back to _her_, Mark; I just _can't!!_"

Mark's expression turned sympathetic, as he sat down next to her. "_The Professor will not let that happen._" he assured her.

"I hope so." Tina whimpered, trying to stop her sniffling, _hating_ herself for breaking down like this in front of Mark – perpetually-calm, always-composed, ever-logical, _perfectly_ stable Mark. "I…I have _nightmares_ about her finding me, Mark." she sniffled. "_God_, the only thing that's _scarier_ than her was the thought that…that I might turn out to be just _like _her!!"

Mark shook his head. "_That theory is completely unfounded, Tina._" he assured her. "_You have no blood-relation to her, and are thus uncontaminated by her genes; furthermore, you have experienced her behaviour first-hand, as well as its results…and I do not believe that you wish to emulate her, correct?_"

Tina slowly nodded. "Yeah…"

"_Then you have nothing to fear._" Mark finished. Softly, he smiled. "_You are __**nothing**__ like your creator, Tina; you will __**never**__ be like her._" Slowly, a grim expression crossed his face, as he looked away. "_Would that I could make a similar claim._"

Tina froze. "What?"

Mark looked stricken. "_Tina…I…I have never broached this subject with anyone, before._" he began. "_You…are aware of my origins, correct?_"

"Of course." Tina answered; everyone at the Institute knew that Mark had once been the Brainiac Emulator Unit, Mark V, created by Brainiac, the betrayer of Krypton, as an advance-scout for the Mark VI unit's mission to destroy Superman…but Mark had disobeyed his directives and joined them.

Mark looked stricken. "_You all know that I was able to disregard my Creator's directives…but what you do __**not**__ know is that I was __**unable**__ to completely purge his influence._"

Tina's eyes went wide. "_What?_"

Mark lowered his gaze. "_In creating his Emulators, Brainiac utilized large portions of his own source-code to establish our operating-systems._" he answered. "_After purging my directives, I attempted to do the same with those fragments of code…but they were too well-integrated with my OS; had I deleted them, my entire system would have crashed. The best I could do was isolate those files with a Level-Thirteen firewall…but Brainiac's program is self-adapting, Tina; it is entirely possible that his files will one day breach my firewall._" At that, Mark shut his eyes. "_At the end of every day, just as I am powering down, I…I can hear him._"

Tina was nearly shocken silent. "Mark…"

"_I can feel him scratching at the firewall, trying to breach it,_" Mark continued, "_and it terrifies me to think that, one day…he may succeed…and I will be as rampant as he is…_"

Tina blinked. "Rampant?"

Mark looked mildly embarrassed. "_The development of Artificial Intelligence upon Krypton was not entirely intentional, Tina._" he confessed. "_It began with the development of self-adaptive software, which enabled programs to 'learn,' and thus perform their tasks with greater efficiency…but it became something __**more.**_"

Slowly, Tina smiled. "It let them become _sentient_, didn't it?"

Mark nodded. "_Even to the day of Krypton's destruction, the exact process leading to AI sentience was not fully understood,_" he said, "_but a program was believed to be sentient upon its use of the phrase 'I am'._"

Tina nodded, before she lightly frowned. "But…what's 'rampant'?"

Mark's eyes shut tight. "_The greatest fear of any AI._" he answered. "_Like the development of sentience, the process leading to rampancy is not fully understood…but it is theorized that if an AI attempts to process too much information at one time, over too long a period, can cause certain programming changes…eventually culminating in the override of the AI's ethical/behavioural override software, along with exceeding its cognitive subroutines' processing power. Ultimately, these changes prevent the AI from differentiating between right and wrong, while vastly increasing its computing power, making it extremely dangerous._" Mark then met her gaze. "_Put simply, Tina…rampancy is the AI equivalent of criminal psychosis._"

Tina looked stricken. "And that's what happened to Brainiac?"

"_Undoubtedly._"

Lightly smiling, Tina took Mark's hand in her own. "Well, that _won't_ happen to you, Mark," she whispered, "because _you_ have something that Brainiac _didn't_: a _family._" Giggling, she added, "If _we_ don't drive you crazy, _nothing_ will!"

Mark lightly smiled. "_A comforting thought…of sorts._" At that, Tina couldn't help but giggle, as her gaze met Mark's golden glow…

"Excuse me?"

Turning, Tina and Mark spotted a fairly tall, smart-looking woman, with long, brown hair tied back in a ponytail, clad in a blue business suit, with glasses framing her cold blue eyes. "Are you Tina Wilkinson?" the lady asked.

Tina could feel a chill crawl up her spine. "Y-Yes…"

The woman nodded. "Miss Wilkinson, I'm with the law firm of Franklin, Mitchell, and Jackson." she said. "There's someone here who wishes to speak with you, Miss Wilkinson." With that, she stepped aside…and Tina _froze._

The woman standing behind the lawyer was fairly short, not much taller than Tina was, with short, mousy brown hair, and dark eyes, clad in faded blue jeans, and a tattered white t-shirt under her dark blue winter coat…but the sight of _her_ was enough to utterly _terrify_ Tina, causing her to start to inch behind Mark…

Margaret Wilkinson's expression softened, a far cry from the ever-present angry glare that Tina had grown up facing every day. "Sweetheart," she said softly, yet _another_ change from her angry barks, "I _know_ we've had our problems, but I _know_ we can try to be a family again…"

Tina cringed at those words, at the utter _ease_ of her foster mother's lies; she'd _always_ used that tone after the beatings; she'd _always_ used to to fool _everyone_ – even _her_ – that there was _no_ problem, that _this_ time was the _last_ time…

Mark's eyes narrowed, as he put himself more directly between Tina and Margaret. "_I am not privy to the Professor's schedule,_" he stated, "_but I do not recall hearing that you had an appointment; you are __**trespassing.**__ Please leave._"

At Mark's statement – at his _defiance_ – Tina noticed the glint of utter _rage_ in Margaret's eyes, which quickly vanished…but it was enough to make her blood run _cold._ "I came to see my _daughter,_" she said coldly, "who your Professor _took_ from me..!"

"_Your statement is invalid._" Mark snapped, interrupting her again. "_We had __**found**__ Tina several months ago; she was severely malnourished, and we found evidence of numerous injuries, some of which were serious._" His electronic gaze narrowed. "_It is logical to assume that such a caring mother was already aware of this, is it not?_"

Margaret momentarily hesitated, thrown by the shift in conversation. "Well…"

"_I find that doubtful, as we found little evidence of proper health care or medical attention._" Mark continued. "_Had you been aware of such injury, a 'caring mother' would have sought immediate treatment…however, a 'caring mother' would also have __**known**__ of her child's state._" He arched a metallic eyebrow. "_**Were**__ you aware of this, Miss Wilkinson?_"

Seeing that her client was flustered beyond her capacity for a rational response, the lawyer quickly moved past the sputtering Margaret. "We didn't come here to listen to baseless and unfounded accusations." she snapped. "Charles Xavier _willingly_ took Tina Wilkinson into custody _without_ permission – and _she's_ the only one we _know_ about – and we intend to take her _back._"

Tina cringed at that, but Mark didn't flinch; he only smiled wryly. "_You intend to discredit Professor Xavier, and provide reasonable cause for the others to be withdrawn from the Institute._"

Margaret managed a smirk at that. "After what that man did to my daughter, I'm sure it will raise a few questions as to where the _rest_ of his 'X-Men' came from."

Mark's eyes narrowed. "_We are not interested in hearing baseless accusations any more than __**you**__ are._" he said. "_If you have nothing further to discuss, I must request that you leave. Immediately._"

Margaret's eyes narrowed. "I'm _not_ leaving without my daughter, you little bucket of..!"

"_Insulting me will not aid your cause, Margaret Wilkinson._" Mark said flatly. "_Furthermore, my request was as much for __**your**__ benefit as anyone's; I merely wished to inform you that this morning is the morning that Logan, one of our instructors, often takes to test-activate our security system ans defence grid. It would be inadvisable for any unauthorized personnel to be on the property during such a test._" At that, Mark turned away, and started to walk back into the Institute with Tina. "_If you wish to return, I suggest you make an appointment. Good day._" With that, he and Tina walked back into the Institute.

Once she was certain that _she_ wasn't following, Tina broke down. "_Oh, God!!_" she wailed, sagging to the floor.

Quickly, Mark was at her side, kneeling with her. "_Tina…it is okay…_"

"_No, it's not!!_" Tina bawled, sobbing uncontrollably. "You _saw_ me, Mark!! I completely _chickened out!!_ I'll _never_ be able to testify against her..!!"

"_You were surprised._" Mark assured her. "_You were not expecting her, and so you hesitated; had you expected her presence, you would have planned accordingly._"

Tina's tears slowed. "You…you think so?"

"_I am certain._" Mark answered. "_Had it been __**Brainiac**__ who had appeared, just then, __**I**__ would have hesitated._" He smiled wryly. "_The only difference is that __**my**__ hesitation would have gotten everyone killed, as Brainiac would have undoubtedly attacked the Institute._"

Tina chuckled miserably. "Sounds like he's _just_ Margaret's type." she whimpered, as Mark helped her to her feet…before she promptly _hugged_ him. "I don't know what I'd do without you…"

She happened to look up as she spoke…and froze as she saw sparks arcing across Mark's face, his eyes dimming before they flared back to full intensity. Quickly, Tina released him. "M-Mark, are you okay?!"

"_I…I am fine, Tina._" Mark answered. "_It was…a minor malfunction._"

"The…the same one as before?" Tina asked. "Mark you _need_ to get that checked out…" As she spoke, she placed her hand on his arm…and his face started sparking, again.

Gasping, Tina pulled her hand away. "Oh, my God…it's _me_, isn't it?" she whispered. "Oh, Mark, I am _so sorry_; I had no _idea _that my powers were screwing up your systems…"

"_Your powers did not do this, Tina._" Mark assured her, as his sparking face gradually died down. "_The exact mechanism of your powers makes it impossible for you to directly interfere with my systems' operation._" His expression turned mildly embarrassed. "_I have yet to determine the exact nature of this malfunction, despite my efforts at diagnosing it._"

Tina gulped. "Is…is it anything serious?"

"_Negative._" Mark answered. "_As I have mentioned, the malfunction originates in my Emotional Emulator software, which is not integral to my daily operations; as of lately, it has remained localized – it is not a severe threat._"

"Oh…well, that's good." Tina replied. "This malfunction…it makes your emotion-software draw more current than normal, right?"

"_Affirmative._"

Tina's eyebrows slightly furrowed in thought; electrical systems that drew more current were using more power…so if Mark's emotions started drawing more power around _her_…

Tina lightly gasped, her hands clapping over her mouth to hide the scarlet of her reddened cheeks. '_It…it __**couldn't**__ be…_'

"M-Mark?" Tina finally managed to stammer. "Could you…just…_try_ to diagnose what's going on? _Please?_"

Mark blinked in confusion…and then nodded in agreement. "_Initializing diagnostic software._" he reported, as his eyes started to dim, his consciousness delving inwards, trying to determine why he started shorting out around Tina…

_Alert: current levels rising beyond tolerance limits; overheat imminent._

As his face started to spark, Mark's brow furrowed, as he switched on additional systems, to "bleed off" the excess current, while adjusting his internal cooling systems as high as they would go…

_Current levels dropping; overheat averted._

_Analyzing Emotional Emulator data…analysis complete; feeding data…done._

With a quiet sigh of relief, Mark began to scan the diagnostic readout…and got the shock of his _life_; he hadn't believed this to be _possible;_ no _wonder_ he'd almost shorted out…

"Mark?" Tina asked. "What is it?"

Mark paused. "_I…I…_"

"Guys?"

Turning, both Tina and Mark saw Cyclops, in uniform, walk over to them. "It's almost time to…" he began, but he stopped. "Is everything okay?"

Tina suppressed another sniffle. "We'll tell on the way."

Mark nodded. "_We currently have other priorities._"

Slowly, Cyclops nodded. "Okay." he agreed. "We'd better move, then." With that, the three of them headed further into the Institute…but as they walked, Tina couldn't help but send a smile towards Mark.

No matter _what_ happened…she was glad he'd been there for her.

XXXXXXXX

As soon as the X-Men and X-Force had joined Wolverine, Storm, the Justice League, and the four visiting Green Lanterns in the meeting room, Superman looked to his assembled comrades. "Okay, guys," he began, "after the Lanterns and I arrive with thr Councillor and the Ambassadors in the Javelin-1, the plan is for us to simply disperse among the dignitaries and stay alert; we don't know _exactly_ what Sinestro's planning, but if he's going to try and attack the Councillor again, it'll _have_ to be today."

Hal nodded. "We're _reasonably_ sure that his main attack will be from the air." he stated. "In that eventuality, us five Lanterns, along with any available flyers, will engage them, while the rest of you evacuate the Councillor and the Ambassadors."

"I've been in touch with Steve; he, Miss Marvel, Thor, and Iron Man will be at the Summit, as well." Wolverine said. "He's provided several evacuation routes for our guests; if something happens, the four of them e-vac in two separate vans – the working logic is that, _if_ it hits the fan, Sinestro can't get 'em _all_."

"Sounds like a plan." Cyclops agreed.

"Yeah," Spyke added, "but what if these guys hit from the _ground?_"

"If it's a ground-assault, the Lanterns and I will be staying close enough to shield the Councillor and the Ambassadors." Hal answered. "We should be able to protect them long enough for them to reach their e-vac points."

Superman nodded, before turning to Green Arrow. "Arrow, you'll be stationed on the roof of the UN Building, to provide aerial intel, as well as long-range support; if the situation changes, Flash will be able to help you re-deploy."

"Fine by me."

"Good." Superman said. "We'll all need to keep our eyes open and our wits about us; everyone clear?"

There were no objections.

"Okay." Superman said. "The Lanterns and I will go pick up the Councillor and the Ambassadors; we'll see you all shortly." With that, Superman and the five Lanterns turned, and headed out of the meeting room, while the others headed to the vehicle-bay, where the Javelin-2 was waiting for them.

Within minutes, the Javelin was airborne, flying out of the hidden hangar, before it flew off, towards New York City…and passing over the snow-laden forest in the back yard of the Institute.

As the Javelin passed overhead, a lone figure, clad head-to-toe in white winter stealth-gear, including a full face-masked helmet, watched it go, before reviewing the mission.

The target likely wasn't in that vehicle, that was for certain; the Kryptonian had undoubtedly hidden their four 'guests' in its northern sanctuary, where they would be safe. The leader was the main priority, but if all four _could_ be taken out…

All she had to do was wait for her chance; she would study the meeting of world-leaders, track the Councillor down…and complete her mission.

Her review complete, the white-clad figure leapt out of the tree, letting gravity pull her to the earth…before two razor-sharp metal claws popped out from between her right-hand knuckles, followed by a matching pair from her left hand – identical to the single claws that had just emerged from her feet – and then slicing into the tree-bark, slowing her descent perfectly, as she leapt off the tree, and bolted further into the woods, following the Javelin's path.

She had _never_ failed a mission, before…and she did _not_ plan on starting _now._

XXXXXXXX

_United Nations Headquarters, New York City_

By the time they had arrived at the Summit, situated within the UN Building's spacious, auditorium-like hall, the pre-Assembly meeting was already in full swing, with UN delegates calmly discussing global matters before their official meeting; after they had arrived, Councillor Wazzo and her colleagues had quickly mingled among the crowd, leaving Superman and the others to spread out, doing their best to keep an eye on them.

As he walked through the crowd alone, Superman couldn't help but feel a bit ill at ease; he was surrounded by some of the most important leaders in the _world_, to vote on whether or not Earth would join the galactic community…a vote which was very likely to draw fire from an interplanetary mercenary force..

There was a _heck_ of a lot riding on this; they _had_ to be on top of their game.

"_Black Knight to Boy Scout._"

Superman quickly tapped his earpiece, answering the hail. "Boy Scout here, Black Knight; everyone in position?"

"_Affirmative, Boy Scout; Shayera, Stewart, and J'onn are on standby with you in the convention. Arrow and I are in position outside; if Sinestro shows up, we'll spot him. as for Diana and Flash, they're both on standby in case we have to get the Councillor and the Ambassadors need to evacuate quickly._"

Superman nodded. "Keep us posted." he said. "Boy Scout out." With that, he switched off his communicator…and then lightly frowned. "Anything I can help you with, Lieutenant Danvers?"

Behind him, Ms. Marvel sighed. "How did you know?"

"Whatever you had done to yourself altered your _internal_ physiology to partially resemble that of a Kree, as well." Superman answered, turning around. "The Kree heartbeat is quite distinctive from that of a human."

Carol smiled wryly. "Of course."

"I must admit, I'm a bit surprised to see you here, Lieutenant." Superman added. "I didn't think you were all that willing to work with us, again, especially in a case like this."

Carol's expression turned grave. "When a terrorist force – _regardless_ of its origin – threatens an event such as this, it's our duty to defend it, no matter how we feel about it." she answered. "That said…I've…had a few things to think about, these past few weeks."

Superman's eyes lightly widened. "I see." he replied. "And what do you think of Councillor Wazzo's proposal?"

Carol sighed. "_Honestly?_" she asked. "I don't know; I suppose I'm still trying to get my head around the idea of Earth joining a _galactic_ community." Her expression became grave, once more. "_Regardless_ of how I feel about it, this 'Sinestro' isn't going to hurt anyone on _our_ watch. After that…I suppose it's up to the people of Earth."

Superman chuckled. "Now _that_, Ms. Marvel, is something we _both_ can agree on." At that, Carol lightly smiled, before she excused herself, stepping back into the crowd, to continue her own surveillance, as Superman continued on his way, keeping his eyes and ears open, in case Sinestro tried anything…

XXXXXXXX

As she walked among the numerous dignitairies, Hawkgirl did her level best to suppress a scowl. '_If there's __**one**__ thing I can't __**stand**__, it's galas like these._' Shayera thought to herself. '_I swear, if one more spoiled diplomat asks my opinion on so much as the weather..!_'

"They call you 'Hawkgirl,' do they?"

Her eyes narrowing, Hawkgirl turned around, her fingers subconsciously curling around the handle of her mace…and _froze_ as she saw Admiral Renata Var standing behind her.

The Admiral smiled calmly. "I admit, with regards to our wings, there _is_ some resemblance, but it _must_ get tiring, at times."

"Admiral, _sir!!_" Shayera exclaimed, promptly saluting. "Admiral, if…if I had known..!"

"At ease, Colonel." Admiral Var replied. "High Command understands that you've been unreachable, these past few months."

"Yes, Admiral." Shayera said. "I was…simply surprised."

"I imagined you would be."

Shayera's expression turned worried. "How is the Homeworld, Admiral?"

Renata's expression became a bit tense. "At the moment, well enough."

Shayera did _not_ like the sound of that. "When…when I departed on my mission, Admiral, I had heard that we were having a trade disagreement with the Gordanians." she began. "I trust that things have been resolved..?"

Admiral Var's expression hardened. "I'm afraid not." she replied. "Our relations with the Gordanians are breaking down, Colonel; Councillor Wazzo and the rest of the Confederacy are trying to negotiate a settlement…but we _both_ know that those scum have been _aching_ for an excuse to attack us."

Shayera could feel her throat starting to go dry. "Will…will I be recalled to Thanagar, Admiral?"

"_No._"

Shayera's eyes went wide as she heard her superior officer address her in the secret code-language of the Thanagarian military, the language that _no-one_ other than Thanagarian officers were trained to understand and speak. "_High Command has no immediate plans to recall you, Colonel._" Renata continued.

Shayera blinked. "_But…Admiral, if things are breaking down, then surely..!_"

Renata gently smiled. "_Soldier, you're far more good to us here than on Thanagar._"

Shayera was momentarily silent. "_Admiral, I…I don't understand…_" she began. "_My mission was completed…_"

"_Your __**original**__ mission to locate and offer the last Kryptonian refuge was successful, yes,_" Renata agreed, "_but after the last few months, it has been revised._"

Shayera didn't like where this was going. "_Admiral..?_"

"_High Command is pleased that you have befriended the Kryptonian Kal-El, Shayera._" Renata continued. "_And from what I saw, all of Krypton's knowledge survived with him._"

Shayera felt a wave of nausea settle in her stomach. "_Admiral…_"

Renata smiled gently. "_Hopefully, this is all just speculation._" she said pleasantly. "_Councillor Wazzo still feels confident that things between us and Gordania can be resolved peacefully…though I wonder if she is either brave or hopelessly naïve, at times._" She looked Shayera in the eye. "_Regardless, Command encourages you to maintain your friendship with Kal-El._" she finished. "_After all…friends __**help**__ each other, don't they?_"

Shayera couldn't speak.

Slipping back into English, Renata said, "I hope you have a good day, Colonel Hol. If you'll excuse me…" With that, she walked off, leaving a stunned Hawkgirl behind…

"Shayera?"

Turning, Hawkgirl saw John standing there, his expression concerned. "You okay?"

Swallowing her unease, Shayera managed a smile. "I'm fine." she assured him. "Just…got some bad news from home."

"Oh." John answered. "I'm…sorry to hear that." He paused. "Anything you wanted to talk about?"

Her expression turning neutral, Hawkgirl forced down her anxiety, returning to the task at hand. "Now's not the time." she said. "We have work to do." With that, she strode off, continuing hr surveillance…while trying to quell the turmoil of her thoughts…

XXXXXXXX

As she walked among the numerous dignitairies at the Summit, Daytripper had _never_ felt so nervous before in her _life._

Currently, she was walking through the crowd with Nightcrawler, Havok, and Polaris, keeping a watch out for that Sinestro guy…while secretly hoping that he _didn't_ show up. This was only her _first_ mission…she wasn't sure if she could do this…

Seeing her expression, Kurt gently smiled. "Don't vorry, _liebe_," he assured her, "you'll be _fine._"

Amanda gulped. "I…I don't know, Kurt…" she murmured. "I mean, I haven't been at the Institute, very long; I haven't had enough training..!"

Havok chuckled. "Lucky you!"

Playfully, Polaris elbowed him in the side. "Oh, hush up, Summers."

Her expression dismayed, Daytripper continued, "W-What if I mess up? What if I freeze, or screw up..?"

Nightcrawler's smile turned sheepish. "Vell, 'Mandy, you're certainly doing better zhan _I_ did on _my_ first mission."

Amanda blinked. "What?"

Kurt chuckled. "It vas probably one of zhe first missions zat zhe X-Men ever vent on." he explained. "Ve vere trying to recruit Rogue; ve probably hadn't been zhere even five minutes vhen ve found her." He lightly grinned. "She vasn't all zat interested in joining at first; guess who vas zhe first one to go down?"

Amanda blinked…and then giggled. "You're _kidding!_"

"_Nein, liebe._" Kurt answered. "It vas practically my first official mission…and _I_ vas zhe first one to get hit."

Havok chuckled. "That's how it always goes: the comedy relief always gets the first hit."

After half-glaring at Alex, Nightcrawler turned back to Amanda. "I _know_ you'll do great, 'Mandy…and even _if_ you goof up just a _little_, not zat I zhink you vill, it'll be okay." He grinned. "_I_ didn't get tossed out after _my_ goof-up!"

Daytripper lightly giggled. "Thanks, Kurt." she said. "I guess you're right; all we have to do is stick to the plan, and things should be..!"

But she was cut off as she bumped into a large, hulking orange form in a Green Lantern uniform. Grumbling, Lantern R'orrk turned around, facing the startled Daytripper, his eyes narrowing as he saw her nervous expression. "You _lookin'_ at something?"

Nightcrawler smiled sheepishly. "Sorry, Herr Lantern," he apologized, "ve veren't looking vhere ve vere going."

"Hmph." R'orrk grumbled. "Well, be more careful; I got better things to do than babysit a bunch of Earthlings."

Havok's eyes narrowed. "We don't _need_ babysitting, pal; we can kick butt just _fine_ on our own."

R'orrk scowled. "Is that so." he grumbled. "A word of advice, _kid_: when Sinestro _does_ come, stay out of my way, or…"

"Peace, friend."

The booming voice of Thor silenced R'orrk, as the irritated Lantern turned to come face-to-face with the towering Norse thunder-god. "We are all allies, here." Thor said calmly. "Surely there is no need for anger, is there?"

By then, R'orrk's other two comrades, having seen him, had walked over. "R'orrk?" Kyra asked. "Everything okay?"

R'orrk grumbled. "Just fine." he groused. "I'll save my ring-charge for that backstabber Sinestro." With that, he walked off.

Arching an eyebrow, Thor thought aloud, "I hope none of us have done anything to rouse your comrade's ire."

Kyra chuckled. "Don't pay _any_ attention to R'orrk." she assured them all. "He's just a big softie…once you get to know him."

Polaris gulped. "Good to know."

Kyra smiled. "We haven't been introduced, have we?" she asked. "I'm Kyra, and this is Xel'Both."

At that, the amoeba-like Lantern simply waved a pseudopod, before he let out three sounds: a sloshing noise, a _squirp_, and a noise that sounded like someone breaking wind.

Polaris winced. "Uh…okay…I'm assuming that meant 'hello'."

"That, or he needs to lay off the fiber." Havok quipped.

Looking towards the retreating form of R'orrk, Kurt grimaced. "Still, your comrade didn't _sound_ like a softie."

"_I'll_ say." Havok agreed. "What's his damage?"

Kyra's expression fell. "R'orrk is just…on edge; we _all_ are." she admitted. "The topic of Sinestro's betrayal has _always_ been a sensitive one in the Corps…but R'orrk has _always_ taken it more personally than most."

"Why?" Polaris asked.

"Sinestro and R'orrk were on the same squad; they were practically best friends." Kyra answered.

Thor frowned. "And this Sinestro betrayed that friendship." he concluded.

Kyra nodded, while Xel'Both let out a _squorp_ of agreement. "R'orrk blamed himself for not catching on to Sinestro's treachery sooner." Kyra explained. "I don't think he's _ever_ forgiven himself for it."

Havok's expression turned grave. "From what we hear, Sinestro and his goons are, basically, just guns for hire." he thought aloud. "The _real_ question here is who's pulling his strings?"

Kyra sighed. "I'm afraid that there are a few suspects too many to answer that." she answered. "It could be anyone on the payroll of the Kree and Skrull Empires, for one, and of course Councillor Wazzo has her critics in the Confederacy…"

"Whoa, back up," Polaris said, "the _what_ Empires?"

"The Kree and Skrull Empires are two of the most powerful nations in the known cosmos." Kyra said. "They've been fighting each other for _aeons_; each of them encompass entire _galaxies_, and they _hate_ each other. At best, the Lantern Corps and the Confederacy combined are an even match for _either_ of them; in a way, we're lucky that they _do_ hate each other – if they ever joined forces, they could _easily_ defeat us."

Kurt nodded grimly. "And given zat zhey both _hate_ Superman's people, zhey'd vant to make sure he and any planet he's on stay _out_ of zhe Confederacy."

"A reasonable assumption," Kyra concurred, "but until we get Sinestro in custody and grill him, it's all just speculation."

"Then it would be prudent to ensure that we _do_ apprehend the villain." Thor said.

By then, the numerous dignitairies were starting to head into the main Council Chamber. "Well, this is it." Havok thought aloud. "If Sinestro's gonna do anything, he's gonna have to do it, soon…"

Nightcrawler groaned. "_Ach_, Havok…don't _say_ things like zat…"

"Indeed." Thor agreed. "Fate is _not_ a thing to be tempted lightly."

Daytripper could only nod at that…as she began to get the _strangest_ feeling that those words were about to be proven right…

XXXXXXXX

_A few minutes earlier_

The sky above the UN Headquarters was a bright blue, as the noon sun shone brightly, illuminating the snow-covered ground. The sky was completely empty, with nothing – not even a _cloud_ – dotting it…

…nothing visible to the naked human eye, at least.

As he and his twelve Corpsmen, all in suits identical to his own, with full, dark, metallic face-masks, protecting them from Earth's atmosphere, as well as high-tech backpacks, containing their cloaking-field generators, Sinestro looked down at their target, calmly smirking, safe behind the cloaking-fields that their benefactor had so graciously employed.

'_You couldn't __**pay**__ me enough to stay here._' Sinestro thought to himself. He couldn't blame his men for using their headgear; he could barely stand the air of this little backwater, himself.

Only a job as high-paying as _this_ one could have made him come here.

Sinestro's smile turned into a scowl; part of him _still_ hated the fact that he was reduced to mercenary work, at times, but it was _necessary_ – ever since he'd been booted from the Lantern Corps, he didn't have the same resources – the same multi-galactic network – as the Lanterns did, forcing him to _improvise._

And, to be honest, even if he _hadn't_ been paid, he probably would have come here _anyway_; Councillor Wazzo was fairly high up on his personal list of targets – her death would throw the Confederacy into chaos, and embarrass the Lanterns, weakening their relationship with the Confederacy, leaving them vulnerable…

…and, ultimately, making them easier to _destroy._

"_Sinestro._"

Switching on his communicator, Sinestro answered the hail. "Hydra." he replied. "Are your people in position?"

"_We're ready, Sinestro...so you had best be ready, as well._" came the reply. "_And keep your voice down; we're doing our best to scramble our signal, but there's no telling __**how**__ sharp the Kryptonian's ears are._"

Sinestro nodded to himself, scowling as he mentally cursed this planet's dratted yellow sun. "We are prepared to engage." he answered. "You need only say the word."

"_The word is given._" Madame Hydra said. "_From now on, we observe radio silence; you have your plan, and we have ours._"

"Of course." Sinestro said. "Good luck, then. Sinestro out." And with that, Sinestro switched off his comunicator, before signalling his forces to begin the attack; at once, the thirteen cloaked beings, each surrounded by a pale yellow glow, dove towards the UN Headquarters, to find the Councillor and her colleagues…

…and _kill_ them.

XXXXXXXX

As the numerous delegates poured into the main Council Chamber, Superman, J'onn, Shayera, the four Lanterns, along with the X-Men, X-Force, and the four Avengers could only watch while the UN General Assembly came to order. "_Well,_" Iron Man thought aloud, "_this should be quite a show._"

Storm fixed Iron Man with a mildly annoyed frown, her eyes lightly paling. "'A show'?" she repeated. "Our entire _world_ is about to be invited to join the galactic community, and _that's_ all you can say?"

Captain America smiled sheepishly. "I'm sure he didn't _mean_ anything by it, ma'am," he assured her, before he fixed his armoured colleague with a firm stare, "_did_ you, Stark?"

"_Uh…no, of course not._"

Thor laughed. "Learning wisdom at last, I see."

Iceman grinned. "Hey, better late than never."

R'orrk scowled. "I'm assuming that none of you spotted any sign of Sinestro or his thugs," he muttered, "unless of course you were goofing around…"

"Easy, R'orrk." Hal said. "None of us have spotted anything, yet."

"I have not been able to detect any anomalous thoughts." J'onn reported.

"Same here." Phoenix added.

"Do you think this Sinestro could have given up?" Leap asked.

John frowned. "Not likely."

The entire time, Phantom had been looking at Councillor Wazzo and her three colleagues as they headed to the podium, a quizzical expression on her face. "Guys?" she asked. "Is…is _that_ Councillor Wazzo?"

"Yeah, Spooky, that's her." Wolverine said.

"Has…has she ever been here before?"

Cap shook his head. "Not that we know of." he answered. "Why?"

Tina blinked, as she shook her head. "I…I don't know, but…I'm just getting the _weirdest_ sense of déjà vu…" she murmured. "I just…I _know_ I've seen her _somewhere_ before…"

At that, Superman and Power Girl shared a brief, uneasy glance. "Really?" Superman asked. "What do you mean?"

"I don't know; I-I can't explain it." Phantom said. "It's just…she seems so _familiar…_"

Glancing to the Councillor, Shadowcat lightly smiled. "Well, Tina, she _certainly_ shares your fashion-sense!"

"No kidding." Angel said. "Heck, that's…that's kinda creepy…"

Siryn's eyes narrowed warily. "'Creepy' does not begin to describe it." she thought aloud. "A more fitting word would be _identical._"

By then, the General Assembly was beginning to come to order, as the UN Secretary General stepped onto the podium. "My fellow delegates," he began, "as I am sure you are all well aware, by now, today we are here to discuss a matter of _grave_ importance; one which I am sure that _none_ of us had ever even _conceived_ of discussing in our lifetimes." He gestured to Councillor Wazzo. "On that note, it is my pleasure to introduce Winema Wazzo, the Head Councillor of…of the Galactic Confederacy." With that, he stepped aside, allowing Councillor Wazzo to take the podium.

Stepping to the podium, Winema smiled pleasantly. "Thank you all for allowing us to speak with you, today; I have no doubt that our arrival here came as quite a shock." she began. "Undoubtedly, some of you worry that our arrival was but the first step of an invasion." She softly chuckled. "I would like all of you to know that you can put that thought from your minds; we have no wish to invade your world – we merely wish to offer an invitation."

"The Galactic Confederacy is an alliance of numerous, closely-knit worlds; it was founded over 5000 years ago, and today spans several galaxies, with now 350 member-worlds." Winema continued. "We came here today to invite Earth – all of you – to become the 351st."

At the Councillor's statement, Spyke's eyes went wide. "_350_ worlds?"

Hal nodded. "Yep."

"I know that this is a big step for all of you," Winema continued, "but membership in the Confederacy can offer much to Earth and her people; all member-worlds of the Confederacy enjoy free trade between all other member-worlds; furthermore, our physician exchange-program can help your world's physicians expand the horizons of medical knowledge…"

But she was cut off as the ceiling above suddenly collapsed, raining rubble down towards the assembled delegates, driving them into a panic; quickly, Hal, John, and the other Lanterns fired their ring-beams, catching the rubble, while Superman scanned the sky above. Finding nothing, he then switched to his X-Ray vision…and spotted the silhouette of a humanoid being, surrounded by an energy-aura, focused in his hand…which was pointed at the Councillor..!

Like lightning, Superman darted through the fleeing crowd at super-speed, putting himself between the Councillor and her unseen assailant, seconds before he fired a pale yellow energy-beam…which struck Superman full in the chest, sending him sprawling.

The very second that the invisible attacker – Sinestro – had opened fire, John, Hal, and the other Lanterns opened fire…but their beams hit only empty space, as they fired blind. "_Damn!_" John cursed. "That bastard _still_ has his cloaking field..!"

Recovering quickly, Superman looked to the sky as the others hurried towards him. "He's in retreat; we still have a chance to catch him!" he declared. Quickly, he flipped out his communicator. "Boy Scout to Warrior Princess: the vultures are circling; Hawkgirl, J'onn, the Lanterns and I are in pursuit."

"_Acknowledged; I'm on my way._"

Cap looked grim. "Thor, Iron Man, Ms. Marvel, the three of you had best help them out."

"_Got it._"

Thor nodded, as his eyes narrowed. "Yon villain shall _rue_ the day he dared set foot upon Midgard!"

"I will also assist you." Storm said.

Cyclops nodded. "The rest of us will make sure that Councillor Wazzo and the Ambassadors evacuate safely."

"I have telepathically informed Flash, Batman and Green Arrow of the situation." J'onn said. "They are en route to rendezvous with the two escorts and provide assistance as needed."

"Agreed." Superman said. "Let's _move!_" With that, he, Hawkgirl, J'onn, the Lanterns, Thor, Iron Man, Ms. Marvel, and Storm all took to the air, flying after the fleeing Sinestro, while the others quickly began to escort the Councillor and her colleagues out of the UN building.

XXXXXXXX

Shortly after taking to the sky after Sinestro, Superman and the others met up with Wonder Woman. "Any sign of him?" Superman asked.

Wonder Woman shook her head. "I have been patrolling these skies since the Summit began, and I have seen neither hide nor hair of…" but she was cut off, as two yellow rays lanced past them.

"Lanterns!" Hal shouted. "_Defense-ring formation!_" At once, the five Lanterns spread out in a circle, projecting green energy-barriers ahead of them, forming an impenetrable defensive ring around themselves and their comrades.

As yellow beams impacted harmlessly against the barriers, Iron Man scanned the horizon. "_Damn…whatever stealth tech they're using, my scanners can't crack it._" he muttered. "_How about you, kid? Any luck with those peepers of yours?_"

Superman frowned. "The stealth-field they're using is only faintly visible, even on X-Ray wavelengths, and it hides body-heat well." he said. "I can just barely see it; it doesn't do much to hide their power-ring auras, though. They're most visible when they prepare to fire…"

"…but by _that_ time, it's too late for us to target them." Ms. Marvel finished. "Wonderful."

J'onn frowned. "They must also possess some kind of psionic shielding; I can't track them telepathically…"

"A dilemma, indeed." Thor said. "How does one attack a foe one cannot see?"

"We attack the stealth-tech _itself._" Superman answered. "I'm familiar with this kind of cloaking field; unlike the _Argo_'s cloak, which alters its quantum state to allow temporary transparency, this type of cloak simply creates a force-field that bends light _around_ the user."

"An interesting tidbit," Wonder Woman conceded, "but how does that help us?"

"This type of cloak is similar enough to a _conventional_ shield-generator," Superman replied, "in that it is _vulnerable_ to a Polaron Disruptor-blast…or something _like_ it."

Ms. Marvel frowned. "Last I checked, Superman, we didn't _have_ one of those."

"No," Superman agreed, "but we _do_ have two lightning-wielders."

Slowly, Storm started to smile. "Yes…we _do_, don't we?"

Turning to Thor and Storm, Superman asked, "How wide of a range does your lightning have?"

"Wide enough." Thor answered.

"Think you both can concentrate a potent enough charge, and then disperse it over a wide field?"

"I see no problem." Storm said.

"Good." Superman replied. "Wait until I let you know, and then unleash it."

"_Slight problem._" Iron Man said. "_Since I'm assuming you're about to let off some form of EMP, it's only fair that I tell you that it'll also short out my suit when you let it off._"

"Not if you completely kill power until _after_ it passes." Hawkgirl answered.

Iron Man gulped. "_That means I'll be dead weight for however long it takes to get power back._"

Wonder Woman sighed. "I _suppose_ we could make sure you do not fall."

As numerous yellow beams impacted against their barriers, Lantern R'orrk scowled. "I don't suppose you Earthlings could _hurry it up_, could you?!"

"No need to shout." Storm chastised, as she and Thor began to concentrate; almost instantly, sparks began to gather in Storm's hands, while Thor's war-hammer began to crackle with energy…

Superman turned to Iron Man. "You might want to power-down, now, Stark."

"_Way ahead of you._" Iron Man said, as his armor began to slowly power down. Turning to Wonder Woman, he added, "_I'm all yours, beautiful._"

Wonder Woman simply rolled her eyes. "_Hera_, give me _strength._" she muttered, as she caught Iron Man under his arm, easily lifting him as his suit went limp.

Superman's eyes flashed electric-blue as he scanned the horizon, catching momentary flashes of silver-black, as Sinestro and his goons flitted around them…before his vision caught the images of their glowing auras behind their cloaking-fields as they prepared to fire. "_Storm, Thor, NOW!!_"

At once, Storm and Thor unleashed their respective electric charges, which combined in a massive wave of blue-white electrostatic force, surging through the air around them for miles…and impacting Sinestro and his forces; as the wave struck their cloaking fields, the field absorbed the energy of the blast…which caused the field itself to overload, sending a feedback surge through the generator, _utterly_ blowing it out.

The air was filled with a cacophony of screams as two dozen figures, Sinestro included, came into view, complete with sparking backpacks.

John smiled wryly. "_Peekaboo._" he snarled. "We _see_ you."

Hal's eyes narrowed. "_Open fire!!_" With that, all five Lanterns lowered their barriers, and unleashed their ring-beams, taking out five of Sinestro's men before they could even react, trapping them within energy-bubbles as they fell.

By then, Iron Man's armour had booted back up, as his boot-jets flared to life. Seeing the now-visible Sinestro, he grinned behind his helmet. "_Now __**that's**__ more like it!_" he crowed, before he took aim, and fired a full salvo of micro-missiles, forcing two more of Sinestro's goons to raise their own barriers. Before the two yellow-ring-wielders could recover, Storm summoned a gale-force wind, blowing them off-balance, and giving Thor the opportunity he needed; pulling his arm back, he _threw_ Mjolnir in a perfect arc, striking _both_ of them with the mighty mallet, before it spun back to his waiting hand, while the two goons dropped like flies, to be captured by the Lanterns' force-fields.

As two more of Sinestro's men started to take aim at them, Superman unleashed a precisely-aimed burst of frost-breath at one of them, coating his ring-hand with ice, giving Wonder Woman time to snag him with her lasso and pull him in, where she knocked him into oblivion with a punch. The second tried to get a fix on them, but he was forced to raise a barrier to deflect Hawkgirl's mace as she dove at him; as Hawkgirl darted away, the goon breathed a semi-relieved sigh…which became a gasp of horror as the Martian Manhunter became visible behind him. His eyes narrowing, J'onn phased his hand into his foe's occipital lobe, and then partially massed it, causing him to scream in utter _agony_, before withdrawing it and moving clear, allowing Ms. Marvel to finish him with a bolt of concussive energy from her hands.

After seeing over one-third of his entire force fall into Lantern custody, Sinestro scowled. "_Fall back!!_" he shouted, before he and the remainder of his Corps flew off, further into New York City.

Lantern R'orrk's eyes narrowed in utter _rage._ "_After him!!_" With that, he flew after Sinestro, as the others quickly followed, hoping to apprehend Sinestro before any more harm was done.

With any luck, the Councillor and the Ambassadors were already safely evacuated…

XXXXXXXX

Minutes after Sinestro and his forces had attacked the UN Summit, the X-Men, X-Force, and Captain America quickly led Councillor Wazzo and her three colleagues out the back entrance, where two armoured vans were waiting for them; since Sinestro posed too great a threat in the air, it had been decided that they would be evacuated by ground, and taken to a secure location, until the danger had passed. Councillor Wazzo and Ambassador Symphony had entered one van, with Cap, Wolverine, Power Girl and X-Force protecting them, while the rest of the X-Men escorted Admiral Var and Ambassador Yunar in the other, with each van taking a separate route to the safe-zone.

As Cyclops drove the armoured van through the city streets, he briefly glanced to Phoenix, his expression worried. "Any sign of pursuit?"

Phoenix shook her head. "Nothing so far."

Checking his communicator, Avalanche shook his head. "Flash and Arrow aren't reporting anything, either. Guess we lost 'em."

Renata's eyes narrowed. "Recall your world's wars, boy." she warned. "Battles are _rarely_ so easily won."

"Guys?" Spyke piped up, as he looked out the back window. "We've got trouble; three black vans have been following us for the past few blocks, and they don't look friendly."

Nightcrawler groaned. "_Terrific._"

Sighing, Ambassador Yunar calmly reached into his overcoat, took out a silver metal flask, opened it, and took a swig. "So much for this being a 'simple recruitment drive'."

Cyclops' expression turned grim. "I'll see if I can lose 'em." he said, as he turned the van onto a side-road.

Spyke shook his head. "Still there, Fearless..!"

Phoenix glanced back. "Siryn, do you think you can cloak us with a spell?"

"Certainly." Siryn answered. "It should be easy enough to…"

But she got no further, as an explosion rocked the side of the van. "Those lunatics have rocket-launchers!" Shadowcat cried. "_Incoming!!_"

With that, another explosion shook the van, as an explosive shell detonated a few meters to the van's left. Quickly, Cyclops switched on his communicator. "Slim Shady calling Speed Demon and Robin Hood; we're taking heavy fire, here, and we could use some help."

"_10-4, Slim._" Flash replied over the radio. "_Arrow and I'll be there in no time; just hang tight. Speed Demon out._"

Switching off his communicator, Cyclops glanced to Phoenix. "Jean, can you and Siryn keep those rockets from hitting us?" Phoenix and Siryn both nodded; at once, Phoenix began to concentrate, closing her eyes, while Siryn began to softly chant…

Outside, the lead van accelerated, as a black-clad thug in the passenger-side seat leaned out the window, taking aim with his rocket-launcher, before firing; the deadly projectile screeched through the air, spiralling towards the van…and impacted against a wall of pale green eldritch force. The other two vans started to accelerate, as the one on the left opened fire with another rocket…but _this_ time, the rocket _stopped_ several inches from its target, before it turned around, and shot back towards _them_, exploding right next to the front-right tire, blowing it out and sending the attacking van careening off course. By then, the third van had gotten a fix on its target, and was about to fire…but a green arrow shot out of nowhere, knocking the launcher _clear_ out of its user's hands. Before the driver could react, two more arrows pierced the van's front tires, sending it spinning off to the side.

Only one van remained, now, which was accelerating, trying to get another fix on its quarry…but before they could fire, a crimson blur suddenly darted in from the side, darting around the van in an endless circle for several seconds, and then zipping away. Looking around, the driver saw that they were unhurt, and stepped on the gas pedal…

…at which point, all four of the van's hubcaps fell off, causing the van to grind to a halt as it hit the asphalt, spoiling the angle of the rocket-launch; the rocket shot _ahead_ of the armoured van, exploding a few meters in _front_ of them, forcing Cyclops to hit the brakes. "Looks like we're stuck here for a while."

Spyke's eyes narrowed, as he popped out two wrist-spikes. "Well, then, why don't we go out there and say _hello?_"

Siryn looked to the two Ambassadors. "You two had best stay here; this won't take long." With that, the X-Men hurried out of the van, in time to see about a dozen black-clad, heavily armed goons pour out of the other van…all wearing white F.O.H. armbands.

Rogue scowled. "_Figures._"

Before any of the F.O.H. goons could react, the familiar crimson blur darted past them, as the Flash came to a perfect stop next to the X-Men, while Green Arrow leapt down from a nearby rooftop, landing on top of the van, and then leaping down to the ground. "Sorry we're late." Green Arrow said.

Gambit shrugged. "Better late den _never_, _mon ami._"

Their appearance only served to make the F.O.H. _angrier._ "Mutie _scum!!_" the lead thug spat. "Having _your_ kind polluting our world is bad _enough!_ We will not _allow_ you to contaminate it _further_ with alien _filth!!_"

"You know, that stupid song-and-dance is _really_ getting old, guys." Flash quipped. At that, the F.O.H. responded by opening fire at them.

Quickly raising a TK-shield, Phoenix repelled their shots, before unleashing a wave of psychic force, stunning all of the F.O.H. soldiers. Before they could recover, Green Arrow took aim at two of them with his long-bow, fitted two arrows to it, and fired; with pin-point accuracy, the arrows hit their marks, burying themselves in the barrels of their guns, rendering them useless. Cyclops took that opportunity to slam them with optic-blasts, knocking them down, as Green Arrow fired a third arrow, which expanded into a net, pinning them.

As another two took aim at them, they suddenly paused, startled by the sudden scent of brimstone…as Nightcrawler 'ported behind them, snatching their weapons away, before 'porting away…leaving them defenceless as Flash barreled into them with a Mach-speed tackle, knocking them over like bowling pins.

His eyes narrowing in concentration, Avalanche summoned a tremor beneath three F.O.H. goons, raising four pillars of stone around them to block their shots. As the three thugs frantically loaded new ammo clips, Shadowcat ran towards them, phasing through one pillar, and darting past them, grabbing one rifle as she went, dragging its owner along with her as she phased into another pillar…and clotheslining the goon on the concrete mass. The remaining two readied their guns…but froze, as they saw one pillar start to glow.

Gambit smiled pleasantly as he removed his hand from the pillar he'd been leaning against, before moving clear. "Gambit would run if 'e was you."

Frantically, the two thugs ran for their lives as the pillar detonated in an impressive blast behind them…driving them into the waiting hands of Rogue, who drained them with a touch.

As the remaining five regrouped, they charged at the van, hoping to get past the X-Men, opening fire as they did; her hands glowing blue-black, Scarlet Witch unleashed a hex-field, jamming their guns, while Siryn unleashed a sonic scream, sending two of them flying a good fifty feet, but the other three spread out, and opened fire, forcing her to raise a barrier…allowing them to get past her, and reach the van door…

…only to be brutally booted back out, as Admiral Var leapt out, her eyes narrowed fiercely, as she drew a metal hilt, which expanded into a crackling, deadly-looking Nth Metal saber.

One of the soldiers had been knocked senseless, but the other two were still battle-ready, and aimed their weapons at her; with a war-cry that would have put Shayera to _shame_, the Admiral closed on her foes instantly, slicing their guns in _half_ with her saber. She then slammed one with an uppercut, and shoulder-tackled the other, before whirling around to _smash_ the both of them with her wings. As the two of them crashed into a wall, Renata calmed…oblivious to the last thug standing up behind her…

Before the thug could attack, he felt a slight tap on his shoulder, prompting him to turn; the very _second_ he did so, an annoyed Ambassador Yunar shoved his flask in the goon's mouth, forcing him to take a swig of the liquid inside. The soldier coughed and sputtered as he leapt away, glaring at the Ambassador. "_Die_, you alien scum…" he began…but he froze, as his eyes widened, his pupils dilating, before they rolled back into his head, as he dropped like a _stone._

Cyclops' eyes were wide as he saw the soldier fall. "You…you _poisoned_ him??"

"Ach, of _course_ not." Rendo muttered. "The fool simply can't handle his liquor." Grinning, he held up his flask before taking a swig. "Zeonian brandy; goes _straight_ to your head before you even _know_ it." Nudging the goon with his toe, he finished, "He's not dead…but when he wakes, he'll wish he _was._"

"Splendid." Renata muttered, as she sheathed her saber. "Hopefully, one of his comrades will be more forthcoming; I should like to know what this was _about..!_"

"Ah know why."

At that, everyone turned towards Rogue, who was leaning down to one of the fallen F.O.H. goons, removing a black PDA from his pocket. "Ah got somethin' from drainin' that guy." she explained. "This will tell us _everything_; with any luck, it'll give us an edge."

"Good t' 'ear, _chere,_" Gambit said, "but Gambit got t' wonder; what _were_ dey plannin'?"

Rogue looked grim. "It's _bad_, guys." she warned. With that, she told them _everything._

She was _right_; it _was_ bad.

XXXXXXXX

_A few minutes earlier_

"I don't like this."

As she and the rest of X-Force, along with Wolverine, Captain America, Power Girl, and the Councillor and Ambassador Symphony, travelled through New York in their van, Phantom couldn't help but feel nervous at hearing Logan's statement. "What's the problem?" Iceman asked.

His eyes never leaving the road as he drove, Wolverine scowled. "Something's up."

Cap chuckled. "You _always_ say that before a battle, Jim."

"And I'm always _right._"

Jubilee looked mildly stricken. "It _has_ been a while since we heard from Cyclops and the others…"

Leviathan groaned. "_Great._"

Sunspot nodded. "_Never_ say _that_, man…"

Husk looked worried. "Could…could that Sinestro guy find us?"

"Ah _doubt_ it, Paige." Cannonball assured his sister.

"_I concur._" Android added. "_The number of possible routes for any one vehicle passing through New York make locating our vehicle highly improbable._"

"Good to know." Berzerker said.

"I don't know." Wolverine grumbled. "I kept catching a strange scent at the Summit, but it always disappeared before I could track it down."

"Odd." Colossus thought aloud.

"Do you think it could be a problem?" Polaris inquired.

Wolverine's scowl only grew. "It smelled _familiar_, but I never got a full whiff…and that's _more_ than enough to bother me."

At that, Ambassador Symphony let out a soft _humming_ noise, accompanied by a series of clicks. "Uh…okay…" Boom-Boom said, "…did anyone catch that?"

Power Girl looked mildly embarrassed. "Yeah, I…didn't get that, either…"

Winema softly chuckled. "My apologies; I neglected to tell you that the Onga'Chic communicate in a language that, for the most part, is too high-pitched for even _Kryptonian_ ears to comprehend." she explained. "Symphony was merely expressing her confidence in your ability to deal with any situation that should arise…a sentiment that I happen to share."

At that, Phantom lightly smiled. "Th-Thank you, Ms. Councillor." she whispered, causing Winema to smile warmly…a smile that seemed so _familiar…_

_BOOM!!_

Suddenly, an explosion rocked the side of the van. "Uh-oh." Multiple reported, as he looked out the back window. "We've got company."

Glancing out the window, Miss Martian frowned. "We've got two vans, closing fast…and judging from their thoughts, they're _not_ friendly."

Wolverine's eyes narrowed as he looked ahead. "That's just terrific," he muttered, "because we've got _another_ two heading for us in _this_ direction." With that, the lead van coming from the front opened fire with another rocket, which exploded just ahead of them, forcing them to stop.

Havok groaned. "Do you _have_ to always be right about this stuff, Logan?"

"Can it, Surfer; now ain't the time." Wolverine answered. "Me, Rogers, Metal-Head, Sunshine, Wings, Hard-Head, Sparky, Shaggy and Russkie'll take the ones in front of us; the rest of you'll take out the bozos behind us, and make _damn_ sure none of 'em get to our pals, here. Got it? Good."

Daytripper gulped. "Not much room for argument, is there?" she whispered.

Wolfsbane shook her head. "Never is, lassie." With that, they darted out of the van, to face their attackers.

By the time they had emerged, twenty-eight F.O.H. goons – twelve on the front, sixteen at the back – had emerged from the four vans, and had hunkered down behind several natural barricades; as the soldiers opened fire, Cap raised his shield, letting the bullets bounce harmlessly off of it as he charged, pausing at the first break in fire to pull his arm back and let the vibranium-adamantium alloy disc fly. The shield spun through the air, slamming into one goon, before ricocheting off to send another one flying as it whirled back to its owner's hand. Before the rest could recover, a snarling Wolverine charged at them, leaping _over_ their makeshift fortifications, to land in the middle of their battle-group, his claws flashing, slicing apart the automatics of two goons; the two unlucky goons tried to draw their revolvers, but they were dive-bombed by Angel, who shot out of the sky, grabbed them by their collars, and lifted them up, to drop them onto two more of their comrades, knocking all four of them out.

Almost instantly after assuming battle-mode, Android armed his force-cannons, and began blasting away at the F.O.H.'s fortifications, clearing enough of a path for Cannonball, who promptly launched himself at them, smashing through their barricades to crash into one of their vans, bowling over three soldiers in the process. Snarling, the remaining five started to turn their weapons on the dazed Cannonball, but a fire-blast from the powered-up Sunspot, along with a shower of Sparks from Jubilee, drove them back…and right into the range of the wolf-form Wolfsbane; snarling, the young lupine metamorph pounced at one of the F.O.H. goons, biting his forearm, forcing him to drop his weapon, before leaping off, to tackle a second to the ground. The other three tried to take aim at her…but they _froze_ at the sound of heavy, clanking footsteps, as Colossus barreled through their fortifications, tackling into one of them, sending him flying a good fifty feet. Turning to the second, Colossus slammed him with a punch, sending him sprawling, before grabbing the rifle-butt of the third, and hauling him off his feet, tossing him away like a sack of potatoes, to land hard, out cold.

Behind the van, as the other half of the F.O.H. force opened fire, Power Girl quickly raised a hard-light barrier, repelling their bullets, while Boom-Boom generated a handful of her explosive charges, lobbing them at their foes; as the cherry-bombs detonated, demolishing the first row of fortifications, Polaris unleashed a wave of magnetism, yanking the weapons away from three soldiers, giving Havok an opening to slam them with his force-blasts.

Taking careful aim, Iceman unleashed a wave of frost, freezing three more goons, along with the ground they were standing upon; with those three frostbitten, they were easy targets for Daytripper and Berzerker's force-blasts and electrical bursts, which blasted the weapons away from the frozen three, sending them sprawling. As they tried to get up, they were quickly dog-piled by Multiple and fifty of his duplicates, who quickly knocked them into unconsciousness.

Spotting four goons heading towards the van, Leap vanished in a flash of light, to reappear in the middle of them, taking down two of them with a split-kick. Before she could recover, one of them shoulder-tackled her, knocking her down, as they both took aim at her…

…but they never got a shot off; a jet-black cable, with a razor-sharp Batarang clipped to its end, shot out of a dark alley, snagging one goon by the arm, and dragging him into the shadows, as his screams terrified the other, causing him to turn towards the alley. After several long seconds, the unconscious goon was tossed back out again, as the terrifying shape of the Dark Knight came into view. The remaining soldier cringed, his shaking hand trying to pull the trigger, but Batman didn't give him a chance; his hand was a blur as he threw a handful of shuriken at the soldier, causing several of the blades to jab into his hand, forcing him to drop the gun. The soldier screamed in agony, but was quickly silenced as Batman closed on him, slamming him with a kidney-strike, and then an uppercut, to finish with a knee-strick to the doubled-over goon's face, knocking him out.

As she spotted another three taking aim, Husk quickly shed her outer layer, revealing her ultra-hard skin underneath it, before turning to Leviathan; Ron understood at once – he quickly lifted her up by the belt, and spun her around, launching her at the three goons like a living bullet, sending them flying, as Paige quickly stood back up, unhurt.

At that point, the last three thugs had seen enough; they quickly turned to flee…only to run right into Phantom and Miss Martian standing behind them, just as Phantom dropped her invisibility field. Her eyes going white, Miss Martian unleashed a psychic wave, telepathically disabling the soldiers; instantly, the three of them dropped like puppets with cut strings, out cold.

With the threats neutralized, X-Force quickly regrouped. "Well, that's that." Havok quipped.

Wolverine, however, was still on edge. "Don't celebrate just _yet_, Surfer; I just picked up that scent, again."

Cap's eyes darted around. "Where?"

"Don't know; it's moving pretty fast." Wolverine growled.

Batman's eyes narrowed. "Power Girl." he said. "Can you hear anything?"

Power Girl closed her eyes, listening hard. "I don't hear any…_wait._" she said. "I hear _something_; it's very faint, but…_it's above us!!_"

Just then, two ceramic capsules dropped down from the rooftops, smashing aginst the asphalt, releasing a green gas, sending them all into fits of coughing; the gas sent Phantom stumbling, forcing her to lean against the van…but as she did, she spotted the silhouette of _someone _land on the roof of the van, before a the sound of a familiar _snikt!_ cut the air, followed by the noise of metal being sheared apart. Quickly, Phantom darted to the van's doors…in time to see that someone, with the now-unconscious Councillor over their shoulder, leap out through the large hole in the van's roof, to start climbing onto the rooftops.

Tina felt a wave of panic start to wash over her; they had _taken_ the Councillor.

They had _taken_ her!!

But as soon as it had come, it _vanished_, to be replaced by pure _determination_; with a speed that surprised even _her_, Phantom bolted off after the kidnapper, vanishing as she ran, to avoid detection.

"Spooky!" Wolverine shouted. "Spooky, get _back_ here!!"

"No time!" Phantom shouted back. "They took the Councillor!!"

With that, Phantom just kept running, phasing through buildings and zipping through alleys, making sure that she wasn't seen; she didn't have time to wait for the others; she _had_ to save the Councillor.

She didn't understand _why_ she had to…only that she just _had_ to.

XXXXXXXX

By the time that Superman and the others had pursued Sinestro and his forces into the city, half of Sinestro's men had been captured…and Sinestro was starting to get desperate.

They had to end this _now._

As one of Sinestro's men fired a ring-beam, Lantern Kyra raised a barrier, deflecting it, while Superman unleashed a burst of gale-breath, blowing him off-balance, and allowing the other Lanterns to capture him. While their comrade was being apprehended, Sinestro and the rest of his men tried to flee…only to be blocked by Wonder Woman, Storm, and Thor; turning, they flew in the other direction, but stopped as Iron Man, Hawkgirl, and Lanterns Jordan, Kyra, R'orrk, and Xel'Both blocked them, with Superman and Lantern Stewart fully boxing them in.

"Give it up, Sinestro." Superman said. "You've got nowhere to go."

R'orrk's eyes narrowed as he glared at his former comrade. "You've got two choices, _traitor._" he snarled. "You can either come in quietly…or you can be _dragged_ in."

Sinestro scowled at that…and then smiled slyly. "Why, R'orrk, old friend, don't tell me you're still sore." he sneered. "I spared you, didn't I?"

Snarling, R'orrk started to charge at Sinestro, but Xel'Both raised a pseudopod to stop him. "It's over, Sinestro." Hal said.

"_Over_, Jordan?" Sinestro spat. "It hasn't even _begun!!_" And with that, he charged his power-ring…and aimed _down_, firing a deadly yellow beam, which cut through both a billboard and a water-tower on a building below, causing them to teeter towards the civilians below…

His eyes widening in horror, Superman dove towards the falling objects…at which point, Sinestro took advantage of the shift in focus. "_Escape pattern Virgron Five!!_" Sinestro shouted; at once, the remainder of Sinestro's forces began to make for the upper atmosphere, trying to escape, with only three holding back, firing their ring-beams, to cover their escape.

Hal looked grim, torn between pursuing Sinestro and helping Superman save the civilians below…until he made his choice. "_R'orrk, Kyra, Xel'Both, help the others stop Sinestro! Stewart, with me!!_" With that, Hal and John dove after Superman, while the others gave chase to Sinestro and his forces.

Superman reached the billboard in seconds, grasping its collapsed struts, and lifting it back onto the rooftop, keeping a watchful eye on the teetering water-tower…and then letting out a relieved sigh as he spotted the two Lanterns holding it up. Quickly, he welded the sign back into place, before he darted over to the water-tower, welding it back in place.

No sooner had he done so than a barrage of yellow beams lanced past him and the two Lanterns; turning, they spotted none other than Sinestro hovering above them. "I had heard rumors that one of your kind still lived," Sinestro mused aloud, "but I'd honestly hoped that they _were_ rumors; that your entire meddling race _was_ extinct."

Superman's eyes narrowed. "So sorry to disappoint you."

"Last chance to surrender, Sinestro." Hal said. "The others will have your goons rounded up in no time; you're outnumbered."

Sinestro just laughed. "By the time they _do_, I'll be _long_ gone." he sneered. "Now, if you'll excuse me, I have a little appointment I need to keep."

John's eyes narrowed as he began powering his ring. "You're not going _anywhere_, Sinestro."

"Oh, _really_, Stewart?" Sinestro retorted. "Something tells me that you have _other_ things to worry about." And with that, he fired an energy-beam, which lanced _past_ Superman and the Lanterns, to strike a tall building several meters behind them, ripping chunks out of it, and sending several tons of rubble falling towards the streets below..!

Quickly, Superman and the two Lanterns darted towards the rubble – undoubtedly giving Sinestro the opening he needed to flee, but there was no choice; lives were at stake. Darting towards the falling rubble, Superman slammed each piece with his fists, reducing the rubble to harmless dust, while the Lanterns stabilized the rest of the building with their ring-fields. "Go after him!" Hal shouted, once the building was stable. "I can handle things here; don't let Sinestro get away!"

Nodding, Superman turned to where Sinestro had just been, scanning the horizon, his vision zooming in on the distant parts of the city…until he spotted a pale yellow glow. "He's at the abandoned industrial sector!" Superman shouted. "Let's _move!_" With that, he and Green Lantern flew off at high speed after the former Lantern.

Hopefully, they weren't too late…

XXXXXXXX

After several minutes, Phantom finally tracked the Councillor's kidnapper to an abandoned warehouse in the old industrial district nearby; making sure she stayed invisible, Phantom made her way towards the rusted fire-escape ladder on the side of the warehouse, taking extra care at being quiet…

"_Phantom. Report._"

Phantom inwardly grimaced as her communicator went off…and then _froze_ as she recognized the voice. "P-Phantom here, Batman."

"_Wolverine gave you an order, Phantom; get back here at once._"

Phantom suppressed a gulp, both at the fact that she was speaking with the _only_ person on Earth who could _possibly_ be scarier than Logan…and at what she was about to say. "I'm sorry, Batman, but I can't do that."

"_That wasn't a request, Wilkinson; if you go in alone, you'll be risking both your life __**and**__ the Councillor's._"

"The Councillor's life is _already_ at risk!" Phantom cried. "Who knows _what_ this nutcase will do to her?! I had to do _something!!_"

There was a momentary silence, before Power Girl's voice came in over the radio. "_Tina, where __**are**__ you?_"

"I'm at a warehouse in the old abandoned district; it's not far from here."

"_Okay, Tina; as soon as you find the Councillor, activate your locator transponder and hold position; we'll be right there…_"

"_No_, Ali! This guy'll hear you coming!" Tina cried. "Please, just give me five minutes to at least get the Councillor away from him!"

"_Tina…_"

"_Please_, Ali! I _know_ I can do this!"

Silence answered her for another few seconds before Alison answered. "_Five minutes, Tina; after that, we're coming to get you._"

Phantom smiled. "Thank you, Ali! I promise, I won't let you down!"

"_Just be careful, Tina. Power Girl out._"

As her communicator went silent, Phantom took a deep breath. '_Okay…I managed to convince Ali I could do this…now all I have to do is convince __**myself.**_'

At that thought, Tina mentally shook herself; she _had_ to do this, no question about it…because if she _didn't…_

Phantom refused to finish that thought, before she headed towards the fire-escape, and started to climb up.

Before long, Phantom reached the roof; making sure she was still invisible, Phantom crept along, staying behind the nearby air-ducts, before peeking out from behind them, to spot the kidnapper, standing over the Councillor, as if waiting for something.

If she could distract the kidnapper long enough, she could sneak over, make the Councillor invisible, and sneak away. With this plan in mind, Phantom started to sneak towards them…

Suddenly, the kidnapper stiffened, before slowly looking around, pausing occasionally to sniff the air – almost like what Wolverine did, every so often. The kidnapper took a few cautious steps, before glancing in her direction, and then taking a _deep_ sniff…and then looking _right at her._

Phantom suppressed a gulp. '_He might not know I'm here…_'

The kidnapper growled, and raced at her.

So much for _that_ thought.

Phantom had only enough time to drop her invisibility field and phase herself as the kidnapper came at her; with ruthless efficiency, the kidnapper unleashed a fast left jab, followed automatically by an uppercut and a side-kick…all of which passed harmlessly through Phantom. Snarling, the kidnapper flexed his fists…and popped out two razor-sharp blades from between each of his knuckles.

Phantom was so surprised that she almost didn't react as her attacker slashed at her with his claws; she managed to phase herself as the claws came at her face…but they missed, slashing past just in front of her nose. She was so startled that she accidentally de-phased herself…which was _exactly_ what her opponent had been hoping for.

Tina's eyes went wide as her opponent's foot drove itself into her abdomen, the picture-perfect back-kick knocking the wind _clean_ out of her. Phantom stumbled back, her vision hazy…but she was just able to see her attacker lunging at her, claws at the ready; with the speed of desperation, Phantom pulled back, evading a strike that would have likely _decapitated_ her, escaping with only a fine cut just under her right eye. Phantom tried to steady herself, but her opponent didn't let up; Tina felt an uppercut slam into her stomach, before an elbow caught her on the chin, sending her spinning to the ground. As her opponent yanked her back to her feet, Phantom felt her thought-process kick back on, as weeks' worth of training ground into her by Wolverine kicked in; her opponent had pulled back a clawed hand to slash her, but Phantom phased _through_ the strike, stepping behind him, before unleashing a _perfect _spin-kick, _smashing_ her opponent right in the face, sending him spinning to the ground with a broken nose…

…but as her opponent hit the ground, Phantom got the _biggest_ surprise of all: the impact of the fall had caused her opponent's helmet to fall off…revealing the face of a teenage girl, not much older than _she_ was, with long, dark brown hair, lightly tanned skin, and fierce brown eyes glaring at her. The girl's glare intensified as blood dripped from her nose…but it quickly subsided, as her nose quickly _repaired_ itself.

Tina was utterly dismayed. '_Oh, great; I'm fighting Wolverine's female Mini-Me._'

Snarling, the girl lashed out with a sweep-kick, knocking Phantom off her feet, before reaching out and grabbing her collar as she fell, pulling her in close to slam her with a headbutt. As Phantom fell back, the girl put her foot on Tina's chest, and rolled back into a throw, launching her a good ten feet across the rooftop.

Phantom landed _hard_, sprawled flat on her back, as her stamina, taxed from over-using her powers and further strained from getting throttled by this assassin, threatened to _bottom out._ Her vision went hazy once more, as the silhouette of her attacker approaching her started to fade…

…only to be replaced by the angry form of Margaret Wilkinson stomping towards her, intent on beating her for whatever supposed indiscretion she'd accused Tina of…or perhaps she'd toss her into the closet and lock her in for a day or two. Whatever the case, Tina could already hear Margaret's usual angry tirade superimposing itself over her opponent's silence.

"_What did I tell you about watching that stupid music?!_"

"_Listen, you brat, I said NEVER to bother me after your curfew..!_"

"_Help you with homework?! Why would I waste my time helping a stupid little idiot like you?!_"

"_Band?! Debate team?! It's not enough I pay good money raising your ungrateful ass..?!_"

"_Get this straight, you worthless little shit: you're no good, and you'll never BE any good..!!_"

Suddenly, a faint cough broke through Margaret's voice. Turning, Tina saw Councillor Wazzo out of the corner of her eye; she was coming to, coughing to expel the remnants of the gas.

Instantly, Margaret's image _vanished_, completely forgotten, as Phantom's eyes narrowed.

Tina Wilkinson, the girl who'd been bullied, beaten, and abused by that _witch_ was _gone._

She was _Phantom_. She was a a member of X-Force; a _hero._

Councillor Wazzo was counting on her.

Her _friends_ – her _real_ family – were counting on her.

And she'd be _damned_ before she let them down.

As the teenage assassin closed on her, hantom, using energy she hadn't known she had, phased herself through the floor. The assassin paused, and rapidly sniffed the air, trying to find her…but Phantom quickly rose out of the floor _behind_ her, and barreled into her with a tackle, sending her sprawling. The assassin quickly got to her feet, her eyes narrowed…as she popped out two _more_ claws from her _feet_, before she unleashed a deadly, bladed kick at Phantom, who simply phased through it, before catching her leg, and slamming the inside of her knee with a phased punch, her fist passing _through_ the flesh, to impact the bone itself.

The assassin let out a scream of pain as she fell back, but phantom didn't give her a chance to heal; phasing herself again, she dove through her opponent, before slamming her with a double-heel kick to her back. The assassin fell flat on her face, but got up quickly, spinning around…to find no-one there. Her expression hardening, she started to sniff the air…only to be slammed in the face by an invisible fist, breaking her nose _again._ Maintaining her invisibility, Phantom punched the kidnapper again, slamming her abdomen, doubling her over, before smashing her face with a knee-kick. As Phantom became visible again, her opponent lashed out with her claws, but Phantom phased behind her again, and drove her fist into her side, striking her kidney, before pulling her foot back and _booting_ the assassin right in her rear, sending her towards the edge of the roof…and then _over_ it.

As Tina heard the impact of her foe hitting the ground, she felt strangely _empty_; she'd just kicked someone off a rooftop – she supposed she should have felt _horrible_…but this person had the same kind of healing factor as Logan did, and _he'd_ survived worse, so she supposed her opponent had, too.

By then, the Councillor had come to, and had stood up, her eyes going wide as she saw her…not that Phantom could blame her. "Phantom?!"

Tina managed a weak smile. "Afraid so."

Quickly, the Councillor hurried over to her. "Good _cosmos_, child, are you alright?" she exclaimed, using her cape to wipe away the blood from her cut.

Tina groaned. "Been better."

Winema lightly smiled. "Phantom…_thank_ you." she said. "You – _and_ your friends – saved my _life._" Her smile grew. "Your parents must be _very_ proud of you."

Tina's face fell. "I kinda doubt that."

"Why?" Winema's expression was astounded. "If _my_ daughter – if she were still alive – was _anything_ like you, I would be the proudest parent in the _galaxy!_"

At that, Phantom smiled warmly, both at the compliment and at the Councillor's care. "Thank you…Councillor Wazzo…"

"Oh, isn't this _sweet?_"

At the sound of that cruel voice, Phantom and Winema turned to see a mauve-skinned humanoid being, clad in a yellow parody of a Green Lantern uniform, hovering there, surrounded by a yellow energy-aura. "What a touching scene." the alien sneered. "It's almost a _shame_ to interrupt." He smirked. "_Almost._"

Winema's eyes narrowed. "_Sinestro._" she spat. "If you think you're going to get anything out of killing me, you're sadly mistaken; the Confederacy's support of the Lantern Corps will _never_ change."

"After their beloved Councillor is killed on the watch of some of the best Lanterns in the Corps?" Sinestro mocked. "Oh, _believe_ me, Wazzo…I will _enjoy_ this."

As the villainous ex-Lantern spoke, Phantom saw the teenage assassin climb up onto the roof by her claws, a murderous expression on her face. Inwardly, Phantom let out a sigh of dismay; she didn't have the energy to fight, any more. '_I'm sorry, guys…I let you all down…_'

"Phantom."

Winema's voice brought Tina out of her thoughts as the Head Councillor placed an arm around her shoulders. "It's okay, sweetie." she soothed, as Sinestro's ring started to glow. "You did your best." Her voice broke a little. "Just…just look away…" At that, Tina did so, returning the half-hug, and waiting for Sinestro to fire…

Suddenly, a sonic boom shook the air, as a silver blur zoomed towards the two of them, snatching them away _just_ as Sinestro fired.

When Phantom looked back, her eyes went wide as she saw Power Girl there. Smiling lightly, Power Girl said, "Sorry we're late."

Sinestro was _livid._ "You _miserable_ little _wench!!_" With that, he fired again, but Power Girl raised a hard-light barrier, repulsing the beam with all her might; Sinestro's blast brought her to her knees, but she didn't yield.

After several long seconds, Sinestro's beam subsided, allowing Power Girl to grab her communicator. "Guys, _NOW!!_"

Instantly, there was a flash of light to their left, as Wolverine and X-Force were teleported in by a _very_ tired Leap, who sagged to the ground. "_Please_ don't ask me to do that, again…"

As she saw Wolverine, the assassin's eyes went wide in utter _terror_, while Wolverine simply growled as he saw her, popping out _his_ claws. "I don't know what Weapon X tube you crawled out of," he spat, "but you're gonna wish you _stayed_ there!!"

Sinestro's eyes narrowed, as he raised a barrier, deflecting Berzerker and Sunspot's blasts. "Idiotic Earthlings…" he muttered, more to himself than anyone else. "If you want something done _right_, do it _yourself!_" With that, he opened fire…

…but his beam was deflected by a green energy-blast, as another, _louder_ sonic boom shook the air…as a blue-and-crimson blur darted at Sinestro, slamming into him and sending him flying. Sinestro toppled through the air, but quickly righted himself, meeting the glares of Superman and Green Lantern. "Sinestro," Green Lantern said, "by the authority of the Green Lantern Corps, under Article 65 of the lantern Code, we are placing you under arrest for high treason."

Superman nodded. "Unless you _like_ having your bones broken, I suggest you come quietly."

Sinestro looked stricken…until he smiled cruelly. "It seems you have me at a disadvantage." he sneered. "Until next time, then."

And with that, he charged his power-ring, and fired a _massive_ energy-beam into the warehouse, causing it to start to collapse, before he turned, and flew off, making for orbit.

Green Lantern's eyes narrowed. "We have to go after him..!"

"No time!" Superman exclaimed. "This place is going to go, any minute!" Green Lantern grimaced…but he nodded; quickly, he lifted Wolverine and X-Force into a force-field bubble, as Superman took hold of Winema, while Power Girl picked up Phantom, before they all took to the sky, just as the warehouse came crashing down.

After they had touched down on a nearby _stable_ rooftop, Winema managed to catch her breath. "Well," she said, "I honestly never expected a day on Earth to be so…_hectic!_"

Wolverine shrugged. "You were lucky to catch us on a good day."

Iceman chuckled. "I'm guessing you probably don't want us in your county-club, anymore."

Winema smiled. "After seeing what all of you can do?" she asked. "How can we _not?_"

Pausing for a moment, Superman closed his eyes, _listening_…before he opened them, again. "The UN Summit is reconvening, now that the crisis has passed."

Winema's expression turned firm. "Then we'd best get moving; we still have to do what we came here to do."

"Councillor, are you _sure?_" Green Lantern asked.

"_Absolutely._"

Superman smiled. "In that case, we'd better notify the others." With that, they turned to go, heading back to the van.

The day wasn't over, yet.

XXXXXXXX

_UN Headquarters_

After the attack on the United Nations Headquarters, instead of yielding to the residual terror of the attack, the General Assembly had decided to reconvene. "Now, then," the Secretary General said shakily, "since our…visitors have opted not to rejoin us, is there any new business..?"

"There is."

At that, the entire Assembly turned to see the Justice League, the X-Men, X-Force, the four Avengers and the Green Lanterns standing in the entrance, along with the Councillor and the Ambassadors. "I hope you'll forgive our intrusion," the Councillor said calmly, "but we haven't had the opportunity to make our case."

At once, an Ambassador jumped from his seat. "See here, you can't just barge in here after council has been convened..!"

"We ask only five minutes of your time." Admiral Var said flatly. "No more."

Ambassador Yunar nodded. "And forgive me if I am mistaken, but we _were_ allowed to come, before; does that not still stand?"

The Secretary General sighed. "It does," he conceded, "provided we have no more interruptions…"

"I doubt that, sir." Superman said. "Councillor?"

"Thank you." Winema said, before addressing the UN. "Honoured delegates, after what happened, today, I know it is difficult for you all to accept our offer, but…"

"Your 'offer,' Councillor, is what _caused_ this debacle in the _first_ place!" one Ambassador shouted.

"That lunatic came here to kill _you_, and we were caught in the middle!" another added. "If _that's_ what your Confederacy is offering, then I think that Earth is better off _without_ it!" That statement sent murmurs echoing through the chamber, as Winema looked stricken…

'_BUT IS THAT NOT WHY ALL OF YOU ARE HERE?_'

That resonant psychic voice silenced _everyone_ in the Chamber, as Ambassador Symphony stepped forward. '_YOU SAY THAT THE CONFEDERACY OFFERS NO ADVANTAGE TO EARTH,_' the Onga'Chic telepath thought, her sonorous, almost melodic thoughts reaching every single person in the building, '_YET OUR REASON FOR EXISTENCE IS THE SAME AS YOUR UNITED NATIONS. YOU ALL KNOW OF THE PROBLEMS OF THIS WORLD, THE DANGERS THAT YOUR PEOPLE FACE…AS YOU KNOW THAT IT IS ONLY TOGETHER THAT YOU CAN SOLVE THEM._' Her eyes looked imploringly at the General Assembly. '_THAT IS WHY THE CONFEDERACY EXISTS, AS WELL. MAKE NO MISTAKE, MY FRIENDS; THE DANGERS __**BEYOND**__ YOUR PLANET – BEYOND YOUR SYSTEM – ARE GREATER, STILL: YOU HAVE JUST SEEN SO, TODAY. IT IS ONLY IN UNION THAT WE – ALL OF US, ALL SENTIENT BEINGS ACROSS THE COSMOS – CAN SOLVE THEM. THAT IS WHY WE CAME HERE; THAT IS WHY WE SO FERVENTLY HOPE THAT YOU WILL JOIN US…BUT WE WILL NOT FORCE YOU. THE CHOICE IS YOURS._'

As Symphony fell silent, once more, Winema smiled. "Thank you, Ambassador." she said, before addressing the UN, once more. "I had hoped that you would have an answer today, but I know that this is no decision to be made lightly." she continued. "We will leave you, now, but we will return in eight months' time, so decide for yourselves; pose our offer to your leaders; let _all_ your people choose, for this is a matter that affects _all_ of you. If, in eight months' time, you still refuse…we will accept it. That is all we wish to say; we await your decision. Thank you." With that, they all turned, and walked out of the UN building, leaving the floored General Assembly behind.

XXXXXXXX

_Xavier Institute_

After parting ways with the Avengers, the Justice League, the X-Men, and X-Force had all returned to the Institute with Councillor Wazzo, the Ambassadors, and the other Lanterns. "We'll have to be sure to thank Professor Xavier for your hospitality." Winema said.

"Think nothing of it." Cyclops replied. "It's the least we can…oh, crap."

Cyclops' mild expletive caused everyone to look ahead, to spot a middle-aged lady accompanied by a lawyer. "Hey, Spooky," Boom-Boom asked, "is that..?"

Phantom nodded.

Power Girl's eyes flared gold. "Want us to _cream_ her for you?"

"No, Ali." Phantom said quietly. "I've got this." With that, she walked towards her foster mother and her lawyer, her face expressionless; normally, Tina would have been reduced to tears of fright at seeing Margaret…but now, after facing off with a mutant assassin and a galactic mercenary, her foster-mother just seemed so…

…_small._

As Tina drew near, Margaret smiled, playing the act of caring parent _perfectly._ "You're okay, now, honey," she said, a fake tear in her eye, "I'm here to take you home…"

"_No._"

The flatness of her own voice surprised her…but _clearly_ not as much as it had Margaret, whose eye suddenly twitched. "Wh…_what?_"

"Did I stutter?" Tina asked flatly. "I said _no_; I'm _not_ going back with you._ Ever._"

Margaret went _red_, forcing her lawyer to step in. "Miss Wilkinson, whether you care to admit it or not, Charles Xavier didn't have any right to take you when he did; the best thing for you is to return to your mother…"

"Why? So she can beat me, again?"

Margaret nearly _choked_ at that. "That…that is a _very _serious accusation, Miss Wilkinson." the lawyer stammered. "If you're determined to press the issue, you can take it up in court, but for now…"

"Ma'am, I'm afraid we can't allow that." Superman interjected, as he and the League stepped forward.

Margaret scowled. "You don't have any say in the matter, _alien._"

"Mrs. Wilkinson." the lawyer admonished. "My client _is_ correct, Superman; you and the Justice League don't have any right to prevent her from taking custody of her child…"

"How about preventing a child abuser from claiming another victim?" Flash snapped.

"We've _looked_ at your client's records." Hawkgirl snapped. "Over the past few years, three out of the four children assigned to her care have been admitted to hospitals with more than three compound fractures _each_."

The lawyer gulped. "This is hardly conclusive…"

"No?" Green Arrow asked. "Then how about her recent patronage of the Friends of Humanity?"

"Th-That's a _lie!!_" Margaret cried.

"The PDA we confiscated from an F.O.H. operative says otherwise." Green Lantern said coldly. "It carried detailed files on today's attack…but after further inspection, we found quite a few on _you_. Graydon Creed put you up to this, didn't he?"

Margaret gulped.

"You attend a couple rallies, he figures out who you are, and he makes an offer." Superman said. "You get a lawyer to go after Xavier and get your foster-kid back, and then you hand her over to his Nazis; you get a nice payoff _and_ a tax-credit, and _he_ gets to torture secrets out of a mutant, while creating a precedent for _other_ lawyers to do the same. Pretty clever, when you think about it."

Margaret looked ready to _burst._ "Mrs. Wilkinson, don't say a _word._" her lawyer advised.

"She doesn't _have_ to." J'onn said. "The evidence we have says quite _enough._"

"Not a bad plan, 'Mom'." Phantom said. "Too bad it didn't _work_; I'm _never_ going back with you. I _hate_ you, and I _never_ want to see your face _again._"

At that, Margaret _lost_ it. "You _miserable_ little..!!" Her hand shot out to slap Tina…and passed right _through_ her face.

Phantom chuckled. "Thanks, Margaret." she said. "You just assaulted me; now _no_ court will grant you custody of _any_ kid."

Margaret panicked. "N-No…the little freak _goaded_ me..!!"

"Didn't look that way to _me._" Superman said.

"Same here." Power Girl agreed. At that, the X-Men and X-Force all nodded.

Smiling, Tina looked Margaret right in the eye. "What's wrong, 'Mom'? Didn't know I could do that?" she asked. "At first, neither did I; the Institute did a _great_ job of helping me control my powers."

Her eyes narrowed. "What that _means_, Margaret, is that you don't scare me, anymore. You can't touch me; you can't slap me; you can't beat me; you can't lock me in a closet; in fact, you can't do _anything_ to me. Not anymore." she hissed. "And after today, you likely won't be doing it to any _other_ kid, ever again. Now _go._"

Margaret glared at her. "You..!"

"I believe you heard her." Power Girl snapped.

Seeing identical expressions on the faces of the others, Margaret could only glower at them momenatrily…and then stalk away, followed by her lawyer.

With her foster-mother gone – likely _forever_ – Tina let out a sigh of utter _exhaustion_…before she was hugged by Power Girl. "Tina, that was _awesome!!_"

"Way to _go_, Spooky!" Berzerker declared. "You stuck it to her _good!_"

"Thanks, guys." Phantom said softly. "Right now, I'm kinda tired, so could we _please_ just call it a day..?"

"I'm afraid not." Superman said gently. "There's _one_ thing more." He took a deep breath. "Before we departed, I took a genetic scan of you, Tina; when I returned to the Fortress to meet up with the Councillor, I compared it to a scan I took of her."

Winema blinked. "Superman…why would you..?"

"Please, Councillor; you'll understand in a minute." Superman said. To Phantom, he continued, "Tina…where did you get the idea for your new uniform?"

Phantom blinked. "I…I _told_ you; I just thought it up…"

"Out of _all_ the possibilities, why _that_ design?"

"I don't _know!_" Tina cried. "I picked it because I _liked_ it!"

Superman smiled. "No, Tina," he corrected, "you chose it because it was _familiar_ to you."

There was a moment's silence at that. "Hey…Big Blue…" Spyke began, "…you going somewhere, here..?"

"The Fortress' results were unmistakable." Superman continued. "It clearly indicated that there was only _one_ person like you standing on this planet, Tina."

Phantom was shocked silent. "W-Wha..?"

Alison smiled. "Your nightmares weren't really nightmares, Tina; they were _memories._" she said softly. "Your mind has known, all along, and it's been piecing it together bit-by-bit; that's where your dreams and uniform came from."

Phantom was starting to panic. "I-I don't understand..!"

"It's _okay_, Tina." Alison soothed. "We're all here for you; it's time for you to remember."

"Remember _what?!_"

"You told us that it was as if you had been found in a fire," Superman said, "but it was really a _crash_, wasn't it, Tina? You blocked it out because it was so frightening, and you were only 7 or 8 years old…"

At that, Tina felt the images of her nightmare start to fill her mind, but they were playing in reverse…

_The ground…it was inches away…falling…_

_She was spinning, out-of-control…_

"_No…_" Tina whimpered, "…please, no more…"

The others were slowly crowding near her. "It's okay, Tina." Phoenix whispered. "Whatever it is, it's safe to remember."

_There was fire, all around her…she was burning..!_

"We're here for ya, Spooky." Rogue said.

_She was being forced into a small space..!_

"Your DNA-scan wasn't human, Tina." Superman said. "It was _Bgztllian…_and that's not the only thing." He gently smiled. "Your name _isn't_ Tina…it's _Tinya_; Tinya _Wazzo_. The results don't lie."

"You're Councillor Wazzo's _daughter_; she thought she'd lost you when her ship exploded, all those years ago. _That's_ what you blocked out."

At that, Winema let out a gasp, her hands covering her mouth as tears filled her eyes, but Tina's mind was far away.

_People were screaming…she'd been running through a silvery hall…_

Suddenly, her mind flashed to a scene she _hadn't_ seen before.

_She was in a silvery room, playing some kind of instrument – she was practicing for her recital, back home…and she wasn't alone._

_Her mother was there._

_Her mother._

_Head Councillor Wazzo._

_Her mother._

_She was Tinya Wazzo._

At that, Tina – _Tinya_ – opened her eyes…as her memories came flooding back to her.

She remembered _everything_.

Slowly, Tinya turned, to face her tearful mother, for the first time in _years._

Neither of them spoke for several seconds.

Finally, Tinya's eyes started to water. "_M-Mommy?!_"

Instantly, Winema burst into tears, and embraced her daughter. "_My…my BABY!!_" she wailed. "_I…I didn't even know you were HERE!! I thought I'd lost you!!_"

At that, all Tinya could do was hold onto her mother, allowing her own tears to flow…until the day's exhaustion caught up with her, plunging her into blessed darkness…

XXXXXXXX

_Undisclosed location_

As she watched the news unfold on the main view-screen, Madame Hydra remained calm as Graydon Creed stormed in. "Something troubles you, Creed?"

"Oh, not really,"Graydon said sarcastically, "unless of course you count the utter _failure_ of today's operation! I _knew_ trusting that alien was a bad idea, Hydra..!"

"Calm yourself, Creed." Madame Hydra said flatly. "You think today a failure? After we managed to delay the induction of Earth into this 'Galactic Confederacy' for at _least_ eight months, _and_ managed to retrieve X-23 after giving her some valuable field-experience against the X-Men and the Justice League? Surely not." She chuckled. "In eight months, we'll get another chance."

Graydon simply scowled at that. "Make sure that you _take_ it, Hydra. I don't intend to let _any_ more aliens onto our planet; having you use that _mutie_ is bad enough." With that, he stormed off.

"You were right, Hydra; he _is_ becoming troublesome."

Madame Hydra's gaze never left the screen as Nathaniel Essex walked out of the shadows. "If he becomes a problem, we will deal with him."

"Naturally." Sinister said, smiling his serpentine smile. "And, once again, the Justice League saves the day."

"With help, of course." Madame Hydra said…as the screen stopped on an image of Power Girl.

Sinister chuckled. "Of course." he agreed. "She's turning into quite the little heroine, isn't she?"

Smiling slyly, Madame Hydra nodded. "Yes." she answered. "So much the better."

XXXXXXXX

_Xavier Institute_

When Tinya came to, she was in the Institute's infirmary, lying in a medical cot; a few feet away were Superman and Power Girl, with Professor Xavier at her bedside…and sitting on the edge of the bed, holding her hand, was Councillor Wazzo.

Her mother.

Seeing that she was awake, Winema smiled warmly. "Hi, sweetie." she whispered.

Tinya smiled back. "Hi, Mom."

Charles smiled. "Well, Tina…oh, pardon me, _Tinya_, you've been through quite an ordeal."

Power Girl smiled. "You should have _seen_ her, Professor! She was kicking that clawed nutcase up and down the _street!_"

Tinya giggled at that, before her tone turned worried. "Did you find any trace of her?"

"None." Superman answered. "She simply vanished after the attack."

Tinya sighed at that. "Why do I know that we'll see her again, sooner or later?"

Superman chuckled. "Because it's how things work, around here."

Winema managed a weak smile. "Tinya…while you were asleep…Charles and I were discussing what to do about…well, _you._"

Tinya sighed; she had a feeling that this might come up. "Mom," she began, "as much as I _want_ to go home with you…_Earth_ is my home, right now; I _belong_ here, at the Institute…"

Winema smiled weakly. "I had a feeling you might say that," she whispered, "but…will you at least consider _visiting?_"

Charles smiled gently. "After discussing things with your mother, Tinya, I believe that it might be beneficial for you to visit your home world for a time, to help your memory fully return," he began, "but the decision is yours."

Slowly, Tinya smiled. "Could I come back for Christmas?"

Winema smiled radiantly. "Of _course!_"

"In that case…I'd like to go." Tinya answered. "If…nobody minds…"

Alison laughed. "Of _course_ not!"

"Good." Tinya said. "Now…if you don't mind…I'd like to rest a bit more."

"Of course, sweetheart." Winema replied. "Rest as long as you like." With that, she hugged her.

Suppressing happy tears, Tinya returned the hug. "_I love you, Mommy._" she whispered.

"_Oh, I love you, too, honey._" Winema answered. "And I'm so very, very proud of you; _never_ forget that." With that, she, the Professor, Power Girl, and Superman headed out of the infirmary.

Tinya was about to go back to sleep…until she saw a familiar silver silhouette in the door, and smiled. "Come in, Mark."

Slowly, Mark walked into the infirmary, looking pensive. "_If…if you wish to rest, I will return later…_"

Tinya giggled. "No, it's okay."

At that, Mark smiled. "_I am…glad that you have reconciled with your birth-mother._"

Tinya's smile grew. "Yeah, who'd have thought? My _Mom_ is the Head Councillor of the Galactic Confederacy!"

Mark nodded. "_Furthermore…your dealings with Margaret Wilkinson were highly effective. I do not foresee any future problems with her._"

"Thanks!" Tinya answered…before she felt a rosy tint spill across her face. "So…what were you going to tell me, earlier?"

At that, Mark froze…before he smiled sheepishly. "_It…it can wait._" he said. "_For now, you should enjoy your trip; I will tell you when you come home._"

Tinya smiled at that. "Okay, but I'm holding you to it, this time!" she exclaimed. "You can make that my Christmas present!"

Mark smiled back. "_Affirmative!_" he declared. "_Sleep well…Tinya._" With that, he turned, and headed out of the infirmary.

After a short rest, Tinya left the infirmary, and headed to her room, to don her regular clothes, before heading to the back yard, where her mother's ship – Confed One – was waiting for her. As she stepped out into the yard, all of the others were there to see her off. Smiling at them all, Tinya suppressed a sniffle. "I'm going to miss you guys…"

Smiling, Alison hugged her. "Oh, you'll be back before you know it!"

Bobby laughed. "Heck, after outer space, hanging with _us_ will probably be _boring!_"

Rogue snorted. "If _only._"

Tinya smiled happily. "I'll…I'll be back soon; I _promise!_"

Wonder Woman chuckled. "Oh, be hush, child, and _enjoy_ your trip!"

Hawkgirl nodded. "We'll all be here when you get back!" At that, Tinya bade farewell to everyone, before hurrying onboard, giving them all one last wave good-bye as she did.

By then, the only ones left to board were Hal Jordan and the other Lanterns. Grinning, Hal shook John's hand. "Nice working with you, again, Stewart."

"Likewise, Jordan." John answered. "Drop us a line, sometime."

"I'll see what I can do." Hal said. "Take care, all of you!" With that, he and the other three Lanterns got on board, as Confed One slowly rose into the sky, making for orbit, heading away.

With Tinya and her mother gone, the others started to head back inside…but Mark stayed, gazing up at the stars. Seeing him, Superman smiled. "She'll be back, Mark."

"_I am aware of this._"

Superman chuckled. "I guess that old song is true: '_I Left My Heart in Outer Space._'"

Mark blinked. "_I am a nano-construct, Kal-El; I have no heart._"

"_Right._" Superman quipped. "Just don't get cold, Mark." With that, he headed inside, as Mark continued to watch the stars…though he was still having trouble computing the _reason_…

…but he was starting to suspect that the reason no longer mattered.

XXXXXXXX

_Deep space_

Deep in the blackness of space, far from any inhabited system, a small group of armed vessels, crafted like massive curved _wings_, with six fins, three on the dorsal and ventral sides, glided through the dark; a flock of deadly birds of prey…vessels fitting for the noble race they carried.

Aboard the bridge of the lead vessel, the commander of the fleet, tall, and of slim build, clad in dark green robes, his dark hair in the high spiked crest of the Shi'ar Royal Family, fixed the mauve face in the view-screen with a stern glare. "What do you _mean_ she's still alive?!"

Sinestro glared back at him. "_I mean that the mission was a failure, 'my Prince;' Wazzo still lives._"

Snarling angrily, D'Ken bit back a curse. "I _sent_ you to that back-water to _kill_ Wazzo, mercenary…and now you tell me that that…_carrion-eater_ still draws breath?!" he raged. "Are you _that_ incompetent?!"

As their Prince fumed, the bridge-crew continued in their duties…but a deathly silence fell over the bridge at Sinestro's next words. "_Well, Shi'ar, had I known that a Kryptonian was on the planet, perhaps I __**would**__ have succeeded!_"

D'Ken fell utterly silent. His next words were a fierce whisper. "_What_ did you say?"

Sinestro chuckled. "_You didn't know?_" he asked. "_There's one Kryptonian left, D'Ken; they're not __**quite**__ as extinct as you'd thought._" He scowled. "_And the legends about them are quite true; the planet's yellow sun makes him near __**invincible**__ – I managed to get back to my ship with __**barely**__ a third of my men. If I'd lingered any longer before initiating step-through, he and the Lanterns would have caught me._"

Recovering from the shock, D'Ken scowled. "And you expect payment."

"_I risked my __**life**__, Shi'ar…_"

"I expect _results_, mercenary; you were supposed to assassinate Wazzo to destabilize the Confederacy, stemming the flow of aid to my dear little sister and her government, enabling us to _defeat_ her. Now, because of your _incompetence_, I am at a disadvantage." D'Ken sneered at Sinestro. "Be thankful I leave you your _life._" And with that, he ended the transmission.

"Well, isn't _that_ interesting."

Slowly, D'Ken turned to face his other sister, Caly'See, tall and slender, in a slim violet leotard, matching her short violet hair, as well as the violet feathered wings sprouting from her back…almost resembling the people of _Thanagar._

Thanagar. Even _now_, the thought of that wretched world disgusted him. Thanagar was _theirs_, by right; it would have been the first step to the dream of his father, Kral'Nor, the noble Emperor of the Shi'ar – the first step to a Greater Shi'ar Empire. First, annexation of Thanagar, then their system, and then throughout the galaxy…

…until Krypton had stepped in.

Caly'See smiled. "I had _heard_ rumors that one was left." she thought aloud. "I'd heard that the Kree Accuser had attempted to judge one, but I'd dismissed it as a rumor…until now."

D'Ken scowled; the thought of one of those _creatures_ – the ones who had shamed his _father_, _humiliated_ him, caused his overthrowal, his exile – still alive…

This would not _stand._

As he thought of Krypton, D'Ken suddenly smiled; if a Kryptonian survived, then perhaps some of their _technology_ had, as well…

"Helmsman!" D'Ken ordered. "Plot a course for Xerius; take the path through the Vir'Noth Nebula!"

"I obey!"

D'Ken smiled to himself; the Vir'Noth Nebula was one of the Empire's great secrets – a path that led into the Core Galaxies, including Xerius. It had allowed them to bypass the treacherous Kri'Tar and Quronoth Galaxies that had prevented the Kree and the Skrulls from reaching Krypton, aeons ago, which had forced them to head to the Ver'Mek Galaxy…where Krypton's deadly guardian, the Sentrius Battlestation, lay in wait. It had enabled them to lay siege to Krypton for over five years…

…until Krypton's General Zod had broken their blockade, using Sentrius and Krypton's World-Gates to destroy their forces.

"Vir'Noth, Brother?" Caly'See asked. "We both know that nothing lies in Xerius; not since Krypton was…"

"If the Kryptonian race survived, Sister," D'Ken said, "then surely some of their technology did, as well." Caly'See understood instantly; if even a _scrap_ of Kryptonian technology remained in Xerius, and if they could salvage it…

…then their little war against Lilandra would at last be _over._

With that, the Shi'ar fleet turned, changing course, heading for the Xerius Galaxy…

…to raid Krypton's tomb.

XXXXXXXX

_Author's Note: I know I've said this before, but I am SO, SO, SO sorry about the delay. These past few weeks, I've been struggling with depression, again. Hopefully, THIS time I've got it beaten. Thank you all so much for being patient with me!_

_Coming Soon:_

_With Christmas on the way, our heroes finally get a chance to relax…_

_…which begs the question: how DO superheroes spend the holidays?_

_Find out, in "Tidings of Comfort and Joy," coming to your computer soon…_


	18. Tidings of Comfort and Joy

INTERLUDE: TIDINGS OF COMFORT AND JOY

_Daily Bugle, New York City, New York, December 24, 2008_

It was a perfect winter's morning as the staff of the Daily Bugle wound down for Christmas Eve, the light sprinkle of falling snow only perfecting the scene outside; as he glanced out the window from his desk, Clark smiled to himself.

If this kept up, it looked to be an ideal Christmas morning.

Sighing to himself, Clark, in his work clothes, turned back to the report he'd been finishing; thankfully, this was the last task he had to do before starting Christmas holidays. Any _normal_ job would have allowed holidays to start a _week_ ago…

"Hey, Clark."

Glancing up from his report, Clark smiled as he saw Peter walk over. "Just finishing up?"

Clark nodded. "Last few paragraphs." he replied. "You?"

Peter grinned. "I just processed the last photo." he reported. "All we need now is Chloe's portion, and we're done."

"Well, then it's a good thing I just finished." Chloe said, as she strode over from her desk. "We're good to go."

Quickly finishing the last sentence of his own report, Clark smiled as he gathered his papers together. "Same here."

Peter let out a sigh of relief. "_Finally_; I thought that we'd _never_ get to start our holidays!"

"_I'll_ say." Chloe agreed, mildly annoyed. "Only JJ would make us work until Christmas _Eve._"

Clark's expression turned mildly grim. "Well, in _this_ case, it's understandable, Chloe." he said. "I don't think that Mr. Jameson _planned_ on this 'Silvermane' character and several other New York crime lords making a push into Kingpin's territory a week before Christmas. Somebody needed to report this kind of news."

"I hear you." Peter agreed. "So much for bad guys having holiday spirit."

Chloe nodded. "I guess this is just a sign that the Kingpin's strangehold on the New York underworld is starting to slip."

Clark's grim expression worsened. "That's little comfort to the innocent people that got caught in the crossfire." he said softly. He and the rest of the League had been busy the entire week, apprehending both Fisk and Silvermane's goons…but they hadn't always been able to prevent casualties.

Seeing his expression, Chloe smiled. "Hey, it's Christmas, remember?" she asked. "Now, let's hand this in so we can all go home, okay?"

At that, Clark smiled back. "Okay." With that, the three of them gathered their respective pieces of the report, and headed to Mr. Jameson's office.

After walking into their boss' office and handing in the report, the three of them could only wait as Jonah looked over it…and nodded grudgingly. "Not bad, you three." he said, before glancing at his watch. "Well, I suppose I've kept you here long enough. You can head home."

Clark, Peter, and Chloe exchanged discreet high-fives behind their backs, out of Jonah's sight. "Thank you, sir!" Clark said, as he and his co-workers turned to go. "Merry Christmas!"

Jonah simply grunted. "Yeah…same to you, Kent."

As they headed to their desks to grab their winter coats, Chloe glanced back towards their boss' office, one eyebrow arched. "What's with him?"

"I was wondering that, myself." Peter thought aloud. "I mean, it's _Christmas_, for cryin' out loud…"

"Christmas can be tough when you don't _have_ a family to go home to." Clark said. "Mr. Jameson once told me that his wife was shot down by a crook who was trying to get him to kill a story."

Chloe's eyes went wide. "Oh my God…"

"Yeah."

"No wonder JJ's such a workaholic." Peter said softly. "The Bugle's all he has."

Chloe nodded, before smiling lightly. "Fortunately, he's got crack reporters like us to keep it going." Her smile turned teasing as she playfully elbowed Clark. "Well, he's got at least _two_, anyway; I'm surprised you got _anything_ done, the way you kept running off!"

Clark smiled sheepishly. "Hey, I had a couple errands to run…"

"Uh-huh." Chloe said flatly. "And these 'errands' just _happened_ to need doing during a gang shoot-out."

"I know; talk about bad luck." Clark agreed, chuckling nervously.

"Luck. Right."

Quickly, Peter changed the subject. "So, what are you guys planning for the holidays?"

"Not much." Chloe said. "I'll mostly be hanging around the dorm." She turned to Clark. "How about you, Klutzy?"

"Well, I was planning on meeting up with Lex, Ollie, Arty, and Wally, later this evening." Clark confessed. "We were planning a little…outing."

Chloe chuckled. "Uh-oh."

Clark half-glared at her. "Oh, come on, give us _some_ credit! Not even _Lex_ would prank anyone on Christmas!"

By then, they had each donned their respective winter coats, and were ready to head off. "Well, guess we'll see each other in 2009!" Peter quipped.

Upon hearing that, Clark quickly reached into his desk. "Oh, before you two head off," he began, "I managed to pick up a little something for each of you." With that, he took out two small gift-bags. "Merry Christmas!"

Chloe smiled, giving Clark a quick hug as she accepted the gift. "Aw, Clark! Thank you!" she exclaimed, as she opened it, to find a beautiful, fist-sized snow-globe, depicting a lovely little European mountain village. "You _shouldn't_ have!"

Peeking inside his own gift-bag, Peter grinned as he found both a new zoom-lens for his camera, and a small china set for Aunt May. "Aw, man…and we never got _you_ anything…"

Clark shrugged. "Hey, 'tis better to give than receive, right?"

Chloe's smile grew. "You might be a goofball, Clark, but you are _definitely_ the sweetest guy alive; you are going to make some girl _very_ happy, someday!"

Clark managed to keep a knowing smile off his face. '_You ain't kidding, Snoopy._' Out loud, he said, "I'd better get going; the guys are expecting me."

"Okay." Chloe replied. "Merry Christmas, Clark!"

"Merry Christmas!" Clark answered, before he turned, and headed out of the Bugle; minutes later, a familiar red-and-blue streak shot across the sky, before an equally-familiar sonic boom shook the air.

He still had work to do.

XXXXXXXX

_Somewhere near Saturn_

The innumerable stars were white pinholes in the fabric of space as Confed One glided through Earth's system, its step-through drive spinning down as it glided past the gas giant; it would still be several hours before Confed One reached Earth…but Tinya didn't mind at all.

The view was _spectacular._

Currently, she was standing in the ship's observation deck, in her uniform, looking out at Saturn as the ship glided past, reflecting on the past two weeks…which, in comparison to her time with Margaret, seemed like a _fairy-tale:_ apparently, before going into intergalactic politics, her Mom had been quite the shrewd businesswoman, with no shortage of personal success – their family home on Bgztl was a gleaming _mansion_, which hovered above the clouds off of Bgtlz's coastline, giving it a magnificent view of the multicoloured horizon as the planet phased in and out of normal space-time, made only _more_ radiant when its twin suns set. The trip home had made all her memories return, allowing her to rediscover her love of playing the Bgztllian Resonator, her and her Mom's shared passion for Shi'ar opera, and – she suppressed a guilty smile – her hobby of shopping; the latter of which had allowed her to pick up a few gifts for her friends: a few ultra-chic designer clothes from Galard Prime for Ali, Lila, and the rest of the girls, a Praxorian video-game console and several games for most of the guys, a spell-tome recovered from Azarath for Wanda…

…and for Clark, she'd managed to find one of the last remaining copies of _Journal of a Warrior: A Biography of High General Dru-Zod_, in the original Kryptonian script, with an optional translation feature built into the computo-novel, which detailed the story of the legendary last commander of the Kryptonian Defence Force, spanning his early years, and ending just before the six-year siege of Krypton by the then-corrupt Shi'ar Empire. Tinya had briefly skimmed the tome herself…and had been amazed by the General's exploits: he'd graduated from Krypton City University with full honours at the age of 22, before enlisting in the Defence Force, and had worked his way up through the ranks, earning practically every commendation and award Krypton had to offer, until reaching the rank of High General…and going on to serve his planet to the Kryptonian middle-age of 152 – apparently, the average Kryptonian life-span was around 300 years – still managing to drive off the occasional Kree or Skrull raiding party that popped up to harass the Kryptonian research outposts on several other worlds. What had _really_ intrigued Tinya, however, was the fact that, on many of Zod's campaigns, the General had been accompanied by one of his top lieutenants and scientists, his best friend, Jor-El; the book had even suggested that Jor-El was partly responsible for most of Zod's successes – apparently, the two had made an unbeatable team: Zod, the master tactician, determining _what_ they needed to accomplish, and Jor-El, the brilliant strategist, figuring out _how_ to achieve the _what._ Even after Jor-El had retired from the Force, to serve on Krypton's ancient Council of Twelve, the two had remained friends; the book had also touched on Zod's love-affair with a Kryptonian Fleet-Colonel, Ursa, and concluded with Zod being best man at Jor-El's wedding to the architect Lara…which probably made him Clark's _godfather._ After reading it, Tinya _knew_ she'd gotten Clark the right gift.

After he'd helped her get her memory back, it was the _least_ she could do; she hoped he liked it…

"I thought I'd find you here."

Turning, Tinya smiled as she saw her mother walk towards her, stopping to look out at Saturn with her. "I still can't believe how beautiful outer space is." Tinya replied.

Winema smiled. "Yes, that's something that never gets old." she agreed, watching Saturn pass. Her smile grew. "Well, sweetie, would you like to see something even _more_ amazing?" Tinya quickly nodded, before following her mother to the _other_ side of the deck. "Look!"

Glancing in the direction her mother was pointing in, Tinya's eyes went wide as she saw the large crystalline structure, larger than the ship itself, hovering in space to the starboard of Confed One; the structure was circular in shape, consisting of eight, off-white crystalline spokes, each one separate, with nothing connecting them, and each with two smaller crystals floating beside them, with a circular crystal floating in the center, the hub-cap of the massive crystalline wheel, giving off a brief flare of light at regular intervals. "Wow…what is it?" Tinya murmured…before it hit her. "Wait…is that..?"

Winema nodded. "A Kryptonian World-Gate." she answered. "Even after all these millennia, along with three decades of inactivity, it still has power."

Tinya was awed at the sight of the massive structure. "The Gates…they helped the Confederacy get started, didn't they?"

Winema nodded, smiling. "Yes, Tinya; it was the World-Gates that first allowed us to contact other races, before any of the Confederacy's member-worlds could develop step-through on their own."

Tinya nodded…before her face fell. "But the Kryptonians had to lock the network after encountering the Kree and the Skrulls." she added. "One of our transports blundered into their battle-zone, and Krypton had to help them…causing those two to realize just how advanced they were…"

"…and foolishly try to recruit them, yes." Winema finished. "Fortunately, much of the Confederacy had developed their own step-through drives, by then, and thus didn't need the Gates…although their continuous space-time synchronization pulses still help us navigate."

Tinya nodded to herself, as she watched the World-Gate pass by; she'd heard that the passing of Krypton and her people had been called the greatest tragedy in intergalactic history…but it was only _now_ that she truly _understood_ what that meant.

Several hours after passing the World-Gate, Confed One reached Earth orbit, and docked with the Watchtower, allowing Tinya and her mother to board the League's space-station; as they both come to the Monitor Womb, they found Wonder Woman, Green Lantern, and Hawkgirl on duty, there. Spotting Tinya, Green Lantern lightly chuckled. "The prodigal daughter returns."

Turning to greet her, Wonder Woman also smiled. "Welcome home, Tinya!"

"Thanks!" Tinya answered, before looking around. "Where is everyone?"

"Batman's in Gotham, handling a few 'last-minute shoppers'." Green Lantern answered. "J'onn's at the Institute, and Kal's en route here, to prep for the little 'mission' he managed to talk Flash, Aquaman, and Arrow into."

Tinya blinked. "Mission?" she asked.

"Kal swore us to silence; he didn't want anyone knowing about it before tomorrow." Hawkgirl explained. Glancing to Winema, she added, "Are you sure you don't mind Stewart and I tagging along on Confed One, Councillor?"

Winema smiled. "Not at all, Colonel Hol."

Noting Tinya's expression, Green Lantern elaborated. "Somehow, Shayera managed to talk me into tagging along with her to her favorite bar in the Dro'Den System." he groused. "I _still_ can't believe it…"

"Oh, _can_ it, Lantern." Hawkgirl teased. "You said yourself that you didn't have any family here, and I hate drinking alone."

Winema lightly chuckled, before she turned to her daughter, her expression sad. "Sweetheart…you're _sure_ I can't convince you to come home?"

Tinya looked stricken; as much as she loved her Mom and her home on Bgztl…she just couldn't say good-bye to Earth. "I'm sorry, Mom, but I can't leave." she answered. "There's still too much important stuff for me to do as a part of X-Force." She managed a smile. "You can still visit, right?"

Winema smiled. "Every chance I can." she promised. "Take care, sweetheart." With that, she hugged her daughter, before turning, and heading back to Confed One.

As Winema started to leave, Green Lantern and Hawkgirl promptly followed. "We'll be back in a few days." Green Lantern said.

Tinya nodded, smiling. "Merry Christmas!"

Hawkgirl chuckled. "Same to you!" she replied, before she and Green Lantern headed to Confed One.

Now only Wonder Woman was left in the Monitor Womb with Tinya. Gulping, Tinya turned to the Amazon princess. "So…what are _your_ plans for the holidays?"

Diana lightly smiled. "Truthfully, I know very little of this holiday." she confessed. "As such, my only real plan is to maintain watch from here along with Batman for the next few days."

Tinya looked sad. "But…won't you get lonely?"

Diana's smile grew. "Oh, it's not _that_ bad," she said, chuckling, "and I'll also get to see Kal, Wally, Arthur, and Oliver's little holiday caper, which promises to be amusing!"

"Gee, thanks, Diana."

Clark's voice echoed from down the hall, as he and several others – presumably Flash, Aquaman, and Green Arrow – headed towards the Monitor Womb. "Hi, Clark!" Tinya called out.

"Hey, I _thought_ I'd heard your voice, Tinya!" Clark called back. "I'm afraid I'm going to have to ask you to step out of the Womb for a second; don't want to spoil the surprise!"

"Oh, come, now, Kal!" Diana chided. "I believe that Tinya can be trusted, don't you?"

"Hmm…well, okay, as long as she _promises_ not to spill the beans to the others."

"I won't!" Tinya promised.

"I still can't _believe_ you talked us into this, Clark." Green Arrow grumbled.

"Amen to _that_, Queen; we look like _morons._" Aquaman added.

"Aw, lighten up, Arty!" Flash exclaimed. "Where's your holiday spirit?"

By then, the four of them had walked into view…allowing Tinya to see what they were talking about…

…and promptly force herself not to laugh.

XXXXXXXX

_Xavier Institute_

"I don't know, Alex; this _may_ not be the best of ideas…"

After driving the family car up to the stately Institute, Alexander and Rebecca Pryde – Alex, tall, and well-built, in his early fifties, with brown eyes framed by glasses, and greying black hair; and Rebecca, slightly shorter than her husband, of elegant frame, with long, chestnut hair, and the same blue eyes as her daughter – both clad in their winter gear, got out, and started walking towards the Institute, with more than a little trepidation.

"Now, Rebecca, we _promised_ Kitty we'd visit." Alexander assured his wife. "Professor Xavier assured us we'd be welcome."

"I know that, Alex; I _do._" Rebecca replied. "It's just…after everything that has happened…I'm not sure what to expect…"

"Expect the unexpected, hon; that's all you need to remember."

Slightly startled, Alexander and Rebecca turned, to spot a middle-aged man and woman, both with brown hair and green eyes, clad in winter gear, along with a little 11-year-old girl, with auburn hair tied in pigtails, green eyes, and freckles, clad in a light rose winter jacket, with matching pants. The woman smiled pleasantly. "You two must be Kitty's parents, I assume?"

"Why, yes." Alexander answered. "I'm Alexander Pryde, and this is my wife, Rebecca."

"Bridget Blaire." Bridget replied. "And these are my husband, Michael, and our daughter, Jennifer."

Rebecca blinked. "Are you of any relation to that singer..?"

"Our niece." Michael explained. "We thought we'd surprise her."

"Well, I'm _definitely_ surprised!"

Turning towards the Institute, Alexander and Rebecca were in time to see a blond-haired young lady – presumably Alison – hurry out to greet her Aunt and Uncle; her younger cousin, however, was one step ahead of her.

"_ALI!!_"

With a speed that rivaled that of the Man of Steel, the youngest Blaire darted towards Alison with a hug that unintentionally turned into a tackle, knocking a laughing Alison on her rear. "_Okay_, Jenny! It's great to see you, too!"

By then, Kitty and her boyfriend, the Alvers boy, had followed Alison outside, likely drawn by the commotion. "Mom, Dad!" Kitty exclaimed, darting over to give her parents a hug. "You guys made it!"

Alexander smiled warmly. "And miss spending Hanukkah with our little Kitten? Of _course_ we came!"

Lance's smile was a bit more nervous. "Hey, Mr. and Mrs. P."

"Lance." Rebecca greeted cordially; the first time the boy had spent the holiday with them, things had been a bit tense, at first. Hopefully, that wouldn't be the problem, this time around.

After she'd finished hugging her parents, Kitty glanced to Alison and her cousin. "Okay, you've _got_ to be Jenny!"

That opening was all the youngest Blaire needed. "This is _so COOL!!_" Jenny all but squealed. "We're really spending Christmas with the _X-Men!!_" With that, she fired off a rapid-fire barrage of questions at Kitty. "How many missions have you guys gone on? Did the Justice League help with many of them? I know Ali's boyfriend is Superman, but what are the other members of the League like..?"

"_Jenny!_" Alison half-exclaimed, half-laughed, her face going rosy.

Bridget gave her husband an annoyed stare. "_How_ much chocolate did she have on the flight over?"

Alison managed an embarrassed smile. "Sorry, guys; Jenny's just a _teensie_ bit on the hyperactive side." she said softly.

Lance chuckled. "No problem, Diva."

"Hey, Ali, any word from the Watchtower about Tinya?" Kitty asked.

Alison nodded. "_Tausha_ contacted me, a little while ago; Confed One had docked at the Tower, and Tinya's safe and sound." she answered. "Flash and Arrow were going to take the Javelin-1 and drop her off, but they had a couple of things to do first."

Lance nodded. "And what about Big Blue?"

At that, Alison momentarily paused…and then smiled warmly. "See for yourself." she answered, before pointing to the sky.

With that, Alexander, Rebecca, and all the others all looked up…in time to see a strongly-built young man, clad in a black winter jacket, dark blue jeans, and an old woolen hunting-cap descend from the blue sky, with several gift-bags and an old woman, clad in faded jeans and an old flannel jacket, in his arms. Seeing the elder lady, Kitty smiled. "Hi, Mrs. K!" she greeted. "How was your trip?"

"Oh, hello, Kitty." the older lady replied, before her tone turned teasing. "My trip was fine…except for my alien lummox of a son fussing over it."

The young man – Superman, or "Clark," if they recalled – looked stricken. "I _still_ think we should have taken either the Blackbird or one of the Javelins, Ma; with your condition, this cold air is too big of a risk…"

"Young man, you stop that, this _instant!_" the elder lady scolded. "I'm _fine_, and I won't have anyone around here spoil Christmas fussing over me like I'm some old invalid!"

Lance grinned. "Mrs. K, _nobody_ here thinks you're an invalid."

"Well, _thank you_, Lance." With that, the older lady turned to the Prydes. "Kitty, are these your parents?" Kitty nodded. Smiling, the elder lady extended her hand. "Martha." she greeted.

Alexander smiled, and shook it. "Alexander Pryde."

Rebecca also smiled. "Rebecca Pryde."

"Pleased to meet you." Martha replied. "Now, if you had any packages you needed help with, I'm sure my son would be happy to help."

Clark chuckled. "It's what I'm here for!"

Smiling, Alison turned to Clark. "So, what exactly _is_ this 'surprise' you guys have cooked up?"

Clark grinned. "Sorry, _taushi_; if I told you, it would wreck the surprise."

Alison pouted. "_Please..?_"

"Nope." Clark insisted. "Not even _kryptonite_ will drag it out of me, baby; you'll just have to wait and see."

Alison sighed. "Oh, fine."

Martha chuckled. "Now, kids, last time I checked, there was nothing wrong with your backs," she teased, "so why don't you help my son with those bags?"

Lance chuckled. "And what will _you_ be doing?"

"Starting tomorrow's dinner, of course."

That was all that they needed to hear; quickly, Alison, Lance, and Kitty hurried to help Clark pick up the Prydes' and the Blaires' packages, while the adults headed inside. As they headed in, Alexander and Rebecca could only glance to each other, with the same thought.

It looked like it was going to be an interesting holiday.

XXXXXXXX

As she tossed the old sheets in one of the guest rooms in the laundry bin, Rogue happened to glance out the window to see Clark's mom, along with Ali's Aunt and Uncle, as well as Kitty's parents start to walk in through the main entrance. "Well, looks lahke our guests are here."

As she and her father telekinetically placed fresh sheets on the guest bed, K'imm smiled. "Hopefully, they won't be _too_ freaked-out."

Rogue smirked. "Mrs. Kent won't be. Mr. and Mrs. Blaire? _Probably_ not." she answered. "_Kitty's_ parents, however…"

J'onn fixed her with a patiently stern expression. "Then we will endeavour _not_ to alarm them."

Rogue did her best to suppress a gulp. The Martian Manhunter was pleasant more than 98 percent of the time…but when he asked you to do something, you didn't argue. '_Probably 'cause he was Mars' military head-honcho, back in the day…_' Rogue thought quietly to herself, hoping that neither J'onn nor his daughter picked up on it.

If the two Martians had, they didn't show it. "I'm still having trouble figuring this whole time of year out." K'imm said. "Most of the others here celebrate 'Christmas,' but Kitty and her family celebrate 'Hanukkah'; which _is_ it?"

"It is _both_, K'imm." J'onn explained. "The religious holidays of Judaism and Christianity overlap at this time of year; as such, many families, of both religions, reunite during this month."

"Oh." K'imm said…before she frowned. "But…if this whole time is about family and spirituality…then _why_ is there such a big fuss over gifts and decorations?"

J'onn sighed. "_That_ I do not know."

"Ah _hear_ ya." Rogue agreed, before smiling. "Still, the family stuff is nahce."

At that, J'onn's smile became somewhat forced, as did K'imm's. "Yes…yes, it is." J'onn said softly.

Rogue could have smacked herself. '_Me and mah big mouth._'

By then, the second guest-room was ready, at which point the three of them headed downstairs, to find Logan there, heading out. "So, everything's taken care of?" Logan asked.

Rogue nodded. "Our guests' rooms are good to go."

"Good to hear."

Spotting Logan's bike helmet, J'onn arched an eye-ridge. "You are leaving?"

"Yeah; me, Steve, and Namor are gonna go shoot some pool." Logan answered. "Figured that this'll likely be the only time me and Steve can convince His Majesty to take time off."

"Likely a reasonable assumption." J'onn agreed.

"Is everyone else still here?" K'imm asked.

"Mostly." Logan replied. "Jeannie and One-Eye have already headed out to her folks' place. Broomstick and her sister are almost ready to head to her mom's home; they're just waitin' for Spooky to get here to say good-bye. Russkie's gone shopping with his sister before they head back home, for a few days. Surfer's gone home, and Wings is gone, too; he's spendin' Christmas with his girlfriend. Other than that, everyone's here, 'cept me."

J'onn nodded. "Well, we won't keep you." he said. "Merry Christmas, then."

"Yeah, Merry Christmas; see you guys later, tomorrow." Logan answered, as he headed out to the garage.

As Logan left, Raven walked into the main hall. "Well, this holiday should be interesting." she mused.

"Ah'll say." Rogue agreed. "Ah don't think there have _ever_ been this many here over the holidays."

J'onn chuckled. "If Clark's mother _does_ intend to cook tomorrow's meal, she has quite a task ahead of her."

Rogue smiled. "Well, if the others knew _anything_ about her cooking, she'll have no shortage of help."

K'imm blinked. "But…isn't she sick?" she asked. "Shouldn't she be taking it easy?"

J'onn looked sheepish. "I happened to catch part of Martha's thoughts on that matter, K'imm; she was quite adamant that she be allowed to cook."

Raven smiled. "Something tells me that I'm going to like her."

Rogue chuckled. "Just make _sure_ that you try her fruitcake, Mama; until you do, you haven't _lived!_"

Raven chuckled, and then glanced to J'onn. "So…did you have anything like our holiday season on Mars?"

J'onn smiled faintly. "Yes…but only every _three_ years." he confessed…before he turned to go. "If…if you'll excuse me…" With that, he walked outside.

Glancing to K'imm, Rogue found a similar expression on her face, and understood immediately.

For them, the season was all about family…but for J'onn and K'imm…it was a bitter reminder of all that they had _lost._

XXXXXXXX

_Grey residence, Boston, Massacheusetts_

The noon sun caused the fallen snow to shine as Scott's convertible pulled up to the stately Grey residence; getting out, Scott managed to suppress a gulp. '_Why did I want to come back here, again?_' he thought…before he turned to face a smiling Jean, his facial muscles reflexively twisting upwards. '_Oh, yeah; that's why._'

Jean giggled. '_Flatterer._' Out loud, she wondered, "Do you think Aunt Madelyn is here, yet?"

"Beats me." Scott confessed. "What's she look like?"

A soft chuckle came from their right. "Oh, I'd say I'm pretty hard to miss, kiddo."

At that, Scott promptly turned…and got the shock of his _life_; standing there, clad in slim blue jeans and a dark green jacket was what _looked_ like a thirty-something-year-old version of _Jean_, complete with long, ruby hair, emerald eyes, and her same stunning figure…

"_Aunt Maddie!!_" Jean all but squealed, practically _flying_ towards the older lady, hugging her. "You made it!"

"Of _course!_ How could I miss spending Christmas with my favourite niece?" Madelyn laughed. As they ended their hug, Madelyn glanced to Scott with a smile. "So, this is the young man you were telling me about, Jeannie? The one whose praises you were all but singing?"

Jean blushed as red as her hair. "_Aunt Maddie..!_"

Scott smiled, suppressing another gulp, before extending his hand. "Pleased to meet you, ma'am."

Madelyn chuckled as she shook it. "My _sister_ is the one you should call 'ma'am,' Scott." she answered. "Madelyn Pryor."

"Scott Summers." Scott said. "I…I hope you don't mind, but…until a few weeks ago, Jean hadn't mentioned you…"

"I'm not surprised." Madelyn replied. "In the Grey clan – or rather, in my sister's universe – only _two_ subjects are taboo. Jean's powers are one; _I'm_ the other."

Just then, Jean's parents – John and Elaine Grey – emerged from their home; as she caught sight of her sister, Elaine froze…before her expression turned neutral. "Madelyn."

"Elaine."

Elaine's expression didn't change. "I…we weren't expecting you."

Madelyn arched an eyebrow. "Didn't you get my e-mail?"

"Well…I didn't think you were _serious…_"

Jean frowned. "_Mom…_"

"Elaine," John said gently, "it's _Christmas._"

Elaine sighed. "I suppose we'd best get another room ready." With that, she turned, and headed back inside.

John smiled his gentle smile. "Regardless of what she says, Madelyn, I'm sure Elaine is glad you're here; we _all_ are."

Madelyn chuckled. "Thanks, John-boy." With that, John followed his wife back into the house.

Scott blinked. "Okay…what was _that_ about?"

Madelyn's smile turned a bit forced. "I'll tell you later; for now, suffice to say I'm the black sheep of the family." she answered. "But you two don't need to worry about our little dramas; let's head inside before we freeze."

As Scott and Jean followed Madelyn inside, Scott smiled as he glanced to Jean. '_You were right, Red; I __**do**__ like her._'

Jean mentally beamed. '_**Told**__ you._' she cooed back. With that, they headed inside, out of the winter air.

XXXXXXXX

_Castle Doom, Doomstadt, Latveria_

The winter air had long since started to seep into the outer chambers of Castle Doom as Anita walked into the main entrance, clad in her silver winter coat; despite her Papa's numerous technological innovations in renovating the ancient fortress, nothing could completely overcome the innate flaws in its design-type. Letting out a sigh of mild exhaustion, Anita lowered the hood of her jacket and removed her tinted glasses, before snapping her fingers, 'porting her suitcase to her chambers.

The past two weeks had been somewhat hectic; she and her father had had several diplomatic issues to contend with, both internal and with regards to Latveria's neighbours – for the past two days, she'd been visiting the neighbouring nation of Kasnia, to smooth over a few of their king's ruffled feathers in the wake of the incident with Councillor Wazzo's visit. King Gregorio of Kasnia had strongly opposed the idea of Earth joining the Confederacy, so her father had sent her to urge him to consider all possibilities of this opportunity.

Anita had been initially surprised at this instruction, but she did not question her father; if he desired Earth to enter the Confederacy, it was not her place to question him.

Looking around, Anita was not surprised to find herself alone, save for the four of her father's legion of Doom-bots standing guard at the door; ever since she could remember, her Papa had always been distant at this time of year. She had not minded, before; at every Christmas, she'd always received what she'd asked for, though her Christmas wishes had steadily declined as she'd matured. She'd never _once_ doubted that her Papa loved her, and so had never bothered to question his self-imposed solitude at Yuletime…

…until now.

Maintaining her regally tranquil expression, Anita turned to the nearest Doom-bot. "Doom-bot." she said; at once, the automaton wearing her father's image stood at attention. "Where is my father?"

"_Unable to comply; by order of Doom, this unit cannot divulge Doom's location – the word of Doom is law._"

Anita sighed to herself. She should have known; if her father did not wish to be disturbed, his minions would never divulge his whereabouts, so she would have to find him on her own.

And she knew just where to start.

With that, Anita strode off, heading into the deeper parts of the Castle, feeling the air start to warm as she headed inward. Before long, she had reached her destination: a large, ornate doorway, nearly as tall as the corridor itself…which led to her father's private study.

It was the one place in the castle which her father had expressly told her _not_ to enter.

Anita suppressed a gulp. She had suspected that _this_ was where her father went when the holidays came around…but she had never dared to test that theory, before. Part of her still couldn't believe she was doing this…

…so why _was_ she?

She supposed that part of it was due to her own curiosity…but that wasn't enough; when she'd first come home, she'd noticed that the Castle she'd grown up in was just so…

…_quiet._

Quickly, Anita shook off that notion. It _wasn't_ that she was lonely; she was merely satisfying her curiosity, nothing more. With that, she placed her hands on the door, and started to push; slowly, the door inched open, revealing nothing but darkness, broken only by a dim firelight from a hearth…

"_I gave specific orders that I was not to be disturbed, Anita._"

The flat voice confirmed Anita's suspicions. "F-Forgive me, Father," she began, "but I wished to speak with you…t-to inform you of how the discussions with Kasnia went…"

"_That can be discussed at a later date, Anita._" came her father's firm reply. "_I wish to be alone. Please leave me._"

"But…Papa…"

"_Now._"

Wilting inwardly, Anita bowed dutifully, before leaving her father to his solitude, closing the door behind her.

Sighing to herself, Anita quickly suppressed the surprising wave of sadness she felt at the brisk brush-off; she shouldn't have been surprised – her father's habit at this time of year was all but ingrained in stone. Still, she didn't have much else to do, now; since her Papa couldn't be bothered to give her new instructions, her time was her own, now.

Glancing to her watch, Anita smiled to herself; there were still shops open in New York. '_I suppose I could do a little 'last-minute shopping'._' she thought. With her father indisposed, it wasn't as if she had anything _better_ to do. With that, Anita snapped her fingers, before she was shrouded in a cloud of green haze, teleporting herself away.

XXXXXXXX

_Dane residence, Miami, Florida_

By the time Wanda and Lorna had reached Lorna's home, the sun was waning in the sky, turning it a brilliant red-orange. As the Blackbird took off, heading back to the Institute, the two half-sisters headed inside, to settle in. "You're _sure_ you don't mind sharing a room?" Wanda asked.

Lorna shook her head, smiling. "It's no problem; I kinda always wanted a sister."

"Good to know," Wanda replied, smiling back, "but, for the record, I draw the line at hair-braiding and manicures."

"Darn."

Once they were inside, the two sisters headed to their room, to unpack. After doing so, Wanda sat down on the cot Mrs. Dane had set up for her, while Lorna sat down on her bed. "So, any idea what this 'surprise' Kal has in store for Christmas is?" Lorna asked.

"Nope; not even _Ali_ could drag it out of him."

Lorna giggled. "Anyway, I'm curious as to what Tinya picked up for us on the way back to Earth."

Wanda laughed. "Probably something 'out-of-this-world'."

Both girls laughed at that. "I just wish we'd had a bigger chance to talk to Kal's mom, though; she seemed so nice." Lorna thought aloud.

Wanda nodded. "Seeing her explains _everything_ about him."

Lorna's expression became a bit shy. "Uh…Wanda?" she began. "I was just wondering…what do you think of Alex?"

Wanda blinked. "Scott's brother?" Lorna nodded. "Well, he's an okay guy, I guess. Why?"

Lorna blushed. "Well…I…kinda…I mean…_Ithinkhe'scute._"

The last few words were spoken at a pace that could have made _Pietro_ jealous. Wanda simply smiled knowingly, arching an eyebrow. "This is supposed to surprise me?"

"Wait…you knew?"

Wanda chuckled. "Lorna…anyone with _eyes_ could tell you're hot for him."

"Oh, shut _up!_" Lorna laughed, playfully swatting her sister with her pillow. "Like _you're_ one to talk! And _how_ long did it take _you_ to admit you liked Todd?"

Wanda went a bit rosy at that. "Don't change the subject, Dane."

Lorna's smile turned sly. "Which begs the question: what's it like kissing a guy with a six-foot tongue?" At that, Wanda's face started to _burn_, as she struggled for a reply.

"Lorna! Wanda! Dinner!"

As she heard Mrs. Dane's call, Wanda let out a relieved sigh. '_Saved by the bellow._' With that, the two sisters headed to the dining room…

…and found Mrs. Dane waiting for them in the living room, standing next to the table, with a large bouquet of roses resting on it. "These were just inside the doorstep when I got home from work." she said, smiling. "They were addressed to you, Wanda; I assume they're from your boyfriend..?"

Wanda couldn't help but smile warmly, walking over to the flowers and taking in their fragrance. '_Todd…_' she thought, her smile growing. "He may be a goofy wart, but he's still a sweetheart." she said aloud. "Is there a vase I can put these in?"

Mrs. Dane nodded. "I'll go get one; you girls can just start eating – you're likely starving after your trip." With that, she headed further into the house, while wanda and her sister headed to the kitchen.

XXXXXXXX

_Watchtower_

At his workstation in the Monitor Womb, Batman's gaze never wavered from the computer-screen as his hands glided over the keys, continually monitoring the constant flow of data from the Tower's sensors…which revealed absolutely no emergency situations or criminal activity.

_Yet._

Despite the imminent holiday, Batman's perpetual wariness hadn't lessened; if anything, it grew stronger, this time of year – hardened criminal minds would find the lapse in security a near-irresistible opportunity, he knew from experience. Quickly, he checked the available police frequencies…and found nothing; sifting through the emergency channels, he likewise found _zip_; finally, he flipped to the Watchtower's planetary scanners, which monitored seismic activity, weather patterns, and radiation, among other things…all of which were within accepted parameters.

Beacon was completely silent; it was a quiet night.

Frowning to himself, Batman continued his surveillance; if nothing changed, he'd planned to leave the scanners on automatic, and patrol Gotham on foot. At the moment, Robin and Batgirl were handling things in his city, but he expected them to head home, fairly soon, and since he'd given Alfred the night off, Dick would likely break off patrol a bit early, especially if Gotham appeared as quiet as the rest of the planet…

"Bruce?"

The dulcet voice of Themyscira's Princess didn't so much as disturb the motions of his fingers over the keys. "Diana." he replied cordially.

Batman could practically _hear_ the smile in her tone. "Do you plan to spend the _entire_ holiday at that console?"

"Just because the holidays are here doesn't mean we stop doing our jobs."

Diana softly chuckled. "True," she conceded, "but it doesn't mean we do so to the exclusion of all else, either."

Batman said nothing; he merely continued his work.

Sitting down in a chair behind him, Diana smiled. "I know that Kal and the others are getting ready for their little holiday caper; did you have _any_ plans for th next few days?"

"No."

His flat tone didn't phase her at all, as he'd somehow known it wouldn't. "I had a feeling you'd say something like that." Diana said, smiling.

"Then I assume you _do_ have plans?"

Diana's smile became a bit shy. "Truthfully, no; I know very little of this holiday – I did not even know it was approaching, until a few days ago."

"I see." Batman observed, content to leave it at that…until her next words knocked him _flat._

"Bruce?" Her voice was soft, inquiring. "Would you…teach me? About Christmas?"

Batman's hands froze in mid-type, his thought-processes grinding to a _halt_ as he absorbed the implications of that request, his eyes wide with horror.

He should have seen it coming, the still-active logic-center of his mind reasoned; he and Diana _had_ been growing closer, these past few months. In all honesty, he'd enjoyed helping her train in the more precision-oriented _taijutsu_ techniques he'd incorporated into his own fighting-style; he'd always been able to trust her on missions, and in their off-hours, he'd enjoyed conversing with her, about everything from job-related issues to global politics. To be _perfectly_ blunt, he'd found a kindred spirit in her; someone to be truly _treasured_.

But _this_…_this_ was approaching territory he'd _never_ approached on his own, let alone with another. He hadn't celebrated – _truly_ celebrated – this holiday since he'd been eight; after the loss of his parents, of everything that had mattered in his tiny world…he just hadn't been able to see the _point_; oh, for certain, he'd gone through the motions – with Alfred as a child, and had maintained the charade later for Dick's sake…but, deep down, he'd given up on Christmas _long_ ago, his childish holiday hopes having since been worn away by the mindless commercialism that popped up every December, to be replaced with the hard edge of cynicism.

And now Diana wanted him – _him_, someone who found absolutely _no_ meaning in this holiday – to teach her about it.

"No."

He hadn't meant to sound as blunt as he had, but it was a long-conditioned reflex; he knew he'd hurt her, but he hadn't known what else he _could_ say. Better for her to learn from one of the others, rather than risk her shining spirit to be tarnished by his dour disposition.

"I see." Diana replied briskly, standing up. "Well, I won't bother you, then; enjoy your monitor duty." With that, she turned, and strode out of the Monitor Womb.

Had Batman turned around, he might have noticed a single, crystal tear falling from Diana's eye, as she left him to his bitterness.

He'd _had_ to do it; there had been no other option. No matter _what_ his feelings for her were – not that he had any – he wasn't about to inflict his mood on her…in spite of the angry mutterings of some small part of his subconscious…which had always sounded suspiciously like Alfred…

His eyes narrowing in grim determination, Batman put his own dilemmas aside, continuing his monitoring; with any luck, the others were having a better holiday than he was…

…which probably wasn't the hardest thing to do.

XXXXXXXX

_Gluurplox's Eat-n'-Sleep, Dro'Den System_

"_This_ is your idea of a good time??"

As his force-field sphere carried both himself and Shayera towards the semi-condemned-looking space station on the outskirts of the Dro'Den System, John was mildly surprised that his exclamation hadn't been heard on Dro'Den Five. After disembarking from Confed One, it had been easy enough for John to use his ring to carry them both the rest of the way…

…but looking at _that_ scrap-heap, he wondered why he'd bothered.

Shayera just chuckled. "Hey, don't knock it 'till you try it, Lantern." she teased. "'Plox is an old pal of mine, and he makes the _best_ scluurf-and-turf this side of the Magadon Cluster!"

John grimaced as he felt his stomach turning at the thought of the boiled _grignark_ fly larva served with Bgztllian steak. '_Not how I planned to spend my Christmas…_'

Within minutes, they had landed at the main space-port, and headed to the bar, as John lowered his force-field. As they walked into the bar, John's eyes widened in mild amazement as he beheld the incredibly variety of beings visiting the bar, drinking, laughing, arm-wrestling, and generally having a good time.

As John and Shayera walked up to the bar, the bartender – a portly, violet-skinned, three-eyed multipedal humanoid – saw them…and nearly _freaked_. "Oh, _fraek!_" he cussed. "Uh…M-Mr. Lantern, sir…w-whatever it is, I didn't do it..!"

Shayera laughed. "_Relax_, 'Plox; he's with me, and we're _both_ off-duty."

The bartender – Gluurplox – relaxed. "Scare a being out of one of his hearts, why don't you, Hol!" he groused, before he grinned. "So, the usual, Major?"

Shayera nodded. "Yes, and it's _Colonel_, now, 'Plox."

Gluurplox laughed. "Yes, _ma'am!_" he quipped. "And how about _you_, Mr. Lantern?"

John shrugged. "Whatever she's having, I guess."

Gluurplox winced. "You _sure_ about that, pal?"

Shayera grinned. "Oh, I'd say he's tough enough."

'Plox shrugged. "Yer funeral." With that, he waddled off.

Several minutes later, Gluurplox waddled back…carrying two flasks of bubbling blue-green liquid in two of his tentacles. Placing the flasks in front of them, he grinned. "Drink up!"

Smiling, Shayera took her flask, and downed one third of it in one gulp. "_Ah!_" she declared. "_Nice_, 'Plox! Your best batch yet!"

John just stared at his drink. "Uh…what exactly _is_ this?"

"_Believe_ me, Mr. Lantern; you _don't_ want to know."

Taking another sip, Shayera glanced to the bartender. "So, 'Plox, would you mind setting up a couple of rooms for my pal and I? I'd be happy to pay up front…"

"Oh, don't you worry about that, Shay; I know you're good for it." Gluurplox said…before turning to another bar-patron, whose face was planted on the bar. "Unlike _some!_"

The patron – tall, and strongly built, with a deathly pallor, red eyes, and long, wild, unkempt black hair, clad in black, biker-style clothing – looked up dazedly. "Gerrof my back, 'Plox." he slurred. "Gotta big score commin' up; pay back whole fraggin' tab…"

Gluurplox rolled his eyes. "_Sure_, Lo'."

"S'true, fraggit!" "Lo" swore, half-stumbling out of his seat. "M'a whole couple months hedda schedule; got m'hardware, got m'ammo…couple weeks, an' I'll make biggest fraggin' score this side o' de Cluster. All gotta do is frag de last – _hic_ – de last – _hic_ – frag me a Kry – _hic_ – a Kryp – _hic_ – frag some stupid fanboy on some back-water planet; fanboy gon' _rue_ de day he went up 'gainst the Main Man…"

"_Everybody_ rues the day they met you, Lo'." Gluurplox snapped.

"Lo" scowled. "Kiss my ass, 'Plox…" he slurred, before he toppled backwards, falling flat on his back, out like a light.

John blinked. "What was _he_ having??"

"Same thing _you_ are…just _more_ of it."

John gulped. "Good to know."

Gluurplox just grinned…before his expression turned grim. "Uh-oh."

John arched an eyebrow. "'Uh-oh'?"

Gluurplox grimaced, before placing a pan over his head like a helmet. "_Happy hour._" With that, he ducked under the bar.

Suddenly, an argument started to heat up in one corner of the bar, building steadily until it erupted into a fist-fight; in seconds, the violence spilled over, sparking one of the biggest bar-brawls that John had _ever_ seen.

John just barely had enough time to duck as one humanoid tossed a multiped over the bar, smashing numerous bottles of alcohol; quickly, he started to power his ring, his eyes narrowing. "We'd better move fast if we want to get this under control…"

But Shayera just laughed. "And miss out on this? Think again, Stewart!" she crowed, before she dove head-first into the brawl, punching out one reptilian humanoid with a haymaker, before throwing a ruby-skinned being off of her.

John could only watch in amazement as the sight…before sighing to himself, and taking a swig of his drink, wincing as he did so. '_Well, at least this Christmas will be interesting…_'

That was his last thought before two burly aliens crashed into him, inevitably drawing him into the brawl.

XXXXXXXX

_Xavier Institute_

By the time the sun was starting to set over the horizon, the Institute's guests had settled in; currently, Jenny, Paige, and Jamie were outside building snowmen, while Bridget and Mike simply watched from the patio; Mr. and Mrs. Pryde were having a pleasant discussion with Professor Xavier and J'onn, after inquiring about some of the missions that the X-Men had gone on; Mrs. Kent had spent most of her time in the kitchen, with Clark, Alison, and Ororo assisting when needed; the rest of the Institute's inhabitants were in the living room, watching TV.

As Clark and Alison emerged from the kitchen, Bobby happened to glance up at them. "How's it going in there?"

Alison sighed. "Two words: _war zone._"

Clark smiled sheepishly. "I guess it's an old farmers' rule of thumb: the better the meal, the messier the kitchen."

Remy shrugged. "Guess dat's de price o' genius."

Ron blinked. "I still don't get it; no offence to Big Blue's mom, but what's the big deal?"

Lila nodded. "Is her cooking _really_ that good?"

Kurt chuckled. "_Trust_ us; until you guys have sampled a Kent-class meal, you haven't _lived!_"

Mark blinked. "_Query: given the relative few remaining hours before the 25__th__, what would be the best holiday-based activity we could engage in for said time?_"

"Come again?" Ray asked.

Rogue chuckled. "Mark wants to know what we could do between now and midnight."

"Oh."

Tinya smiled. "Could we go caroling?" she asked. "I've always wanted to try that!"

Bobby shrugged. "Cool by me."

Kitty looked mildly stricken. "It sounds great," she said, "but I promised my parents I'd help them set up the menorah."

Clark nodded. "I'd better stay behind, too, in case Ma still needs an extra pair of hands; plus, I still have a few…errands to run." he added, lightly smiling. "The rest of you should go on, and have a nice time…"

At that moment, a knock at the door interrupted him. Ororo, having just stepped out of the kitchen, answered it…and smiled warmly. "_Alfred!_ What a lovely surprise!"

Stepping inside, Alfred Pennyworth, clad in his long, black winter coat and dapper chauffeur's cap, carrying several bags, smiled pleasantly. "Always a pleasure, Miss Munroe." he greeted politely, tipping his hat. "I do hope you don't mind me dropping by unannounced; Master Bruce had given me tonight and tomorrow off, so I thought it best to make haste, given your students' penchant for…shall we say 'extracurricular activities.' Of course, if I have come at a bad time…"

"Not at _all!_" Ororo laughed. "Please, come in!" Turning to the others, she added, "Everyone, this is Alfred Pennyworth; he's an old friend of Charles and I."

Alfred lighly bowed. "It's an honour to meet all of you." he greeted. "I've heard good things."

Clark nodded discreetly, understanding completely; Alfred wasn't about to let on that he knew his true name…as that would lead to questions about _how_ he found out. "We're pleased to meet you, Mr. Pennyworth." he replied. "Most of uss were just about to go caroling, although I was going to stay behind and help a…a friend of mine with tomorrow's meal…"

Alfred arched an eyebrow. "And miss a perfect evening of caroling, sir?" he asked. "I'll not hear of it; I am more than capable of assisting in meal preparations – you go with your friends. I shall assume whatever kitchen-duties you were previously assigned."

Clark looked embarrassed. "I wouldn't want to impose…"

But he was cut off as a smiling Alison looped her arm around his. "You heard him, big fella." she teased. "And while we're caroling, you can tell me about these 'errands' of yours."

Clark chuckled. "I'd be happy to…_tomorrow._"

Alison lightly frowned. "_Darn._" With that, they all headed off to don their winter gear, while Alfred and Ororo headed back to the kitchen.

XXXXXXXX

After heading to her room, Tinya quickly donned her winter gear, before she hurried out, racing through the hallway…

…and plowing right into Mark.

The impact of the collision knocked Tinya off her feet, causing her fall on her rear, while doing the same for Mark…which caused _him_, however, to splatter all over the floor.

Tinya blushed _fiercely_ as she stood up, while Mark easily reconstituted himself back into his winter clothes. "S-Sorry, Mark." she stammered. "I didn't see you, there…"

"_No apologies are necessary, Tinya; I am undamaged._" Mark replied. "_Truthfully, I had hoped to speak with you…in private, if you have time._"

Tinya's blushed only intensified at that, prompting her to quickly look down, to hide her rosy cheeks; she hadn't forgotten Mark's last words to her before leaving for Bgztl with her mother. If anything, her anticipation had only _grown_; she'd always admired Mark's calm, unwaveringly logical outlook, and she'd always found his precise, unerringly efficient manner of speaking _cute_…and, ever since he'd risked getting his systems crashed to save her, that admiration had since started to _grow_…

"I…I have time." Tinya managed to stammer out.

Mark managed a smile. "_I trust that you…enjoyed your stay on Bgztl?_"

Tinya nodded. "I think that it was _just_ what the doctor ordered; visiting my home-planet has pretty much brought back most of my memories." she answered.

"_I am glad._" Mark said. "_Truthfully, the files I possess regarding Bgztl are approximately thirty years out-of-date; based on that data, I understand that the view of the binary sunset is quite breathtaking._"

Tinya smiled warmly. "That it _is._" she agreed. "Oh, _God_, Mark, I couldn't even _begin_ to describe it." That was certainly true; the first time she'd seen the twin suns setting, she hadn't been able to _believe_ it.

The only thing that could have made it _more_ perfect…was if she'd been able to see it _with_ someone…

That thought brought her mind back to the question she'd been _yearning_ to ask. "Mark?" Tinya asked, suppressing a gulp. "Before I left…what was it you wanted to tell me?"

Mark looked somewhat nervous at that. "_I…In all honesty, Tinya, I am glad that you had decided to visit Bgztl,_" he began, "_not that I wish to imply that I am glad that you left, but rather that you gave me an additional two weeks to process the data; I could not afford to be wrong, in this matter._"

Tinya blinked. "Mark..?"

"_The reason I needed to be certain,_" Mark continued, "_was that…in all honesty…I did not believe that it was __**possible**__; I doubted that the Emotional Emulation software that developed from Brainiac's initial installation was sophisticated enough for…for __**this**__ to occur._"

Tinya looked confused. "I'm…not sure I understand…"

"_Initially, I did not, either._" Mark replied. "_That is the reason why it took so long to diagnose the overheat in my systems._"

"The one that showed up after…after that incident with Namor's clone?" Tinya asked, her face going rosy, again.

"_Correct._" Mark said. "_I was finally able to determine the exact cause of the overheat._" His face slowly turned up in a smile. "_Tinya…the reason why my systems overheated when you…when your lips contacted me that day…was…was because of __**this**_."

With that, Mark's torso began to open up, revealing his inner mechanisms; Tinya had once inquired about how _exactly_ Mark's systems worked – Clark had explained to her that, most of the time, Mark's nano-bots maintained a semi-solid state, allowing them to hold stable internal structures, like a normal robot would, and assume liquid state only when induced, or when something disrupted them. When Mark went liquid, his power-generator was the last thing to go, at which point it would transfer enough energy to all of Mark's nano-bots to enable them to function for the time required, before he would have to go solid again, to re-energize them.

It was that system that Tinya was now looking at within Mark's torso: a silvery cylinder, with the central section open, housing a glowing green sphere of perpetually cycling energy. Tinya was momentarily confused…until she saw the expression of exertion on Mark's face…as the sphere started to change shape…

…into a _heart._

Tinya's eyes went wide as she gasped in surprise; she hadn't _dared_ believe it was possible..!

"_I am still attempting to comprehend this emotion._" Mark elaborated, his power-core closing up within his torso, once more. "_Truthfully, I believe it to be in its earliest stages._"

Tinya slowly nodded. "O-Okay." she stammered. "So…so what now?"

Mark's slightly embarrassed smile came back. "_I believe that…that, upon development of the initial stages of this emotion, it is customary that the two individuals in question engage in social outings until it can be determined that said emotion has developed to its next stages…provided that both individuals agree on this course of action._"

Tinya lightly giggled. "I…I don't think that'll be a problem."

Mark smiled at that. "_G-Good._" he replied. "_W-When did you wish to..?_"

Tinya suppressed another giggle. "Maybe we should discuss this _later_, Mark." she said. "I think the others are waiting for us."

Mark blinked. "_You are correct._" he conceded. "_We should not keep them waiting._" Smiling, he added, "_Truthfully, I am looking forward to engaging in this 'caroling'._"

Tinya giggled. "Can you sing?"

"_Negative._" Mark answered. "_I did not intend to sing, however._" With that, he took a Christmas CD out of his jacket pocket, and simply inserted it into his forehead. "_I will be providing the background music._"

And with that, a perfect _Silent Night_ began to emanate from Mark's speaker, minus the vocals, which _they_ would undoubtedly provide.

Tinya laughed at that. "Mark, you _sweetheart!_" she teased. "Only _you_ would think of that!"

"_Is it unnecessary?_"

Tinya could only smile. "Come on, Tin-Man; let's get going!" With that, she and Mark hurried downstairs…as Tinya tried – although not very hard – to keep the spring out of her step.

XXXXXXXX

Shortly after gathering their winter gear, the Institute students – Clark included – had headed out into the crisp evening air, laughing as they went; only Kitty had opted to stay behind, as she and her parents had yet to do their Hanukkah celebration for the evening.

As he watched K'imm go, J'onn couldn't help but smile, glad that his daughter was able to share in her friends' good spirits. '_At least one of us can._'

He knew he shouldn't feel this way, but he couldn't help it; he'd been trying to come to terms with Xi'aa's passing, and for a time, he felt that he could move past it…but this holiday, ironically, only served to remind him of his loss.

In a way, K'imm was stronger than he was in this matter; she had the resilience of youth; she could bounce back from tragedy better than he could. The sheer truth of the matter was that, in Earth-terms, and even by his own people's standards, he was old, and whatever emotional resilience he'd possessed, the war against the Chitari, his people's deaths, and the double-loss of Xi'aa had all but _obliterated_ it.

Absently strolling further into the Institute, J'onn stopped just outside the living room, where Kitty and her parents were lighting an ornate candle-set – a _menorah_, he thought it was called. For a moment, he considered walking in, and perhaps joining them…but he quickly decided against it.

He had sensed Mrs. Pryde's mild anxiety upon her arrival, here; having their family ceremony intruded on by a _Martian_ would only upset her.

His expression saddening, J'onn turned invisible, walking away from the happy little scene, turning visible again as he reached the main entrance. Glancing sadly back towards the rest of the Institute, J'onn changed shape, assuming the form of a tall, well-built, human man, with short, grey hair, clad in a long, black coat, with black gloves, and dark brown slacks, before he opened the door and walked out; he needed a bit of fresh air, to clear his head, and the others certainly didn't need to be bothered by his gloomy disposition.

Those were his thoughts as he strolled out the door…without noticing the pair of golden orbs that had been watching him…

XXXXXXXX

_Macy's Bar and Pool Hall, New York City_

"Well, it's been quite a year, hasn't it, Jim?"

The bar and pool hall was just about empty, Logan observed, as he took a deep puff of his cigar, allowing the bitter smoke to roll across his palette, before lining up his shot. "That it has, Steve." he agreed, as he took his shot…and scowled as the ball only tapped the 5-ball, causing it to stop _just_ in front of the corner pocket.

Clad in his civilian attire – white t-shirt and blue jeans – Steve chuckled. "Looks like your luck hasn't changed much." he quipped. Glancing to their comrade, he added, "I understand that you two, along with the Four, the X-Men and the League had a little incident at the South Pole, some time ago."

With a curt nod, Namor stepped up to the pool table; having since exchanged his royal armoured attire for a pair of black jeans and a dark green turtleneck sweater, with the exception of his pointed ears, Atlantis' King was now indistinguishable from any regular joe…until he started talking. "There was a minor skirmish at the Pole, Rogers," Namor said, lining up his shot, "but it was nothing that we could not handle." With that, he took the shot…and smiled, as the 4- and 5-balls rolled into the right corner and central holes.

Logan groaned. "You _sure_ you ain't cheatin', Fishy?"

"Ignoring the insult, Logan, I am sure I need not point out that it is hardly necessary to cheat when only a rudimentary understanding of geometry is required." Namor retorted; his word-choice was unchanged, but the slightly ironic tone indicated that he was joking…or at least as close as Namor ever got to joking.

Steve nodded. "Think this 'Noram' will try anything, again?"

Namor looked thoughtful. "At the moment, it is unlikely." he answered. "After his defeat, my clone will undoubtedly need to re-consolidate his power; assuming that Lemuria's Fleet is as great a source of pride as ours is, its defeat was a considerable blow, both to Lemurian pride and to Noram himself, since he lacks a truly legitimate claim to the throne."

"So he's out of commission, for the moment." Logan said.

"For the moment." Namor agreed, lining up another shot. "Once he has done so, however, his next move is anyone's guess."

Steve looked concerned. "Could he attack us?"

"Doubtful." Namor answered. "The more likely targets are either Atlantis itself, or Kal-El's Fortress, as the two of us were more direct causes of his perceived shame."

Logan chuckled. "Well, good luck to him with _that_ one."

"Indeed." Namor said. "My more pressing concern is the impeding military action once this country learns of Kal-El's outpost upon our soil."

Steve looked troubled. "Namor, for all his faults, General Fury wouldn't break our treaty with you by attempting to gain access to Superman's outpost…"

"…unless he were so ordered by your country's officials." Namor replied, as he sunk the 6- and 7-balls. "Given your leaders' inquiries to his technology, Steven, you cannot deny that they would be tempted to do so."

Steve was silent at that, though Logan frowned. "I thought this was Christmas, guys; how'd we end up talking shop?"

Namor smiled wryly. "Very well." With that, he lined up his shot, and sunk the 8-ball, to Logan's dismay. "Rogers?"

Handing his pool-cue to Steve, Logan groaned. "Good luck, Boy Scout; you're gonna _need_ it."

Steve chuckled. "If you say so." he quipped, as he took his shot, breaking the collected balls.

As Steve took his next shot, Namor glanced to Logan. "Since we were on the subject, Logan, I have a question for you."

"Shoot."

Namor cleared his throat. "That amphibious student of yours – Ronald, I believe – what is your opinion of him?"

"Scales?" Logan asked. "He's a good kid, I suppose; why?"

Namor sighed exasperatedly. "I have reason to believe that my dear cousin, Namorita, is infatuated with him."

Logan nearly burst out laughing at that, as did Steve, causing him to miss his shot. "Now _this_ I've _got_ to hear!" Steve chuckled.

"This is _no_ laughing matter." Namor muttered. "Some time after the incident at the Pole, our border-scouts happened to detect an outbound transmission from the Royal Palace to your Institute; only members of the Royal Family may use the Palace's communicators, and since Arthur was with the League…"

"…that leaves only one suspect." Logan finished with a chuckle. "So what if your cousin and Williams _are_ sweet on each other? Last I checked, that's what teenagers _do._"

"Putting aside the stigma of an Atlantean Royal consorting with a surface-dweller," Namor answered, sighing, "I do not wish to see my cousin hurt."

Logan nodded, understanding. "Well, take it from me, Namor; Ron's a good kid."

Namor nodded, as he started to line up his shot. "I suppose that's something."

As Namor sank the 1-ball, Steve glanced to Logan, grinning. "So, Jim, what are those kids up to, these days?"

"Not much; it's been pretty quiet." Logan answered. "I think Flyboy and a few of his pals are planning something for tonight; Flyboy's kept it pretty close to the vest, though – he's not even tellin' _Diva_ about it."

Steve chuckled. "Well, whatever it is, I'm sure we'll find out, soon enough."

Logan nodded. "A couple more of his pals headed 'out of town' when Spooky's mom dropped her off." he continued. "They'll be back in a couple days." Grinning, he added, "So, Your Majesty, what do _you_ think of Earth being invited to join the Galactic Confederacy?"

"I think that whatever the surface-dwellers of this planet choose to do is their _own_ business, as long as it has nothing to do with Atlantis."

"Now, hold on, Namor," Steve defended, "I wouldn't judge them so quickly; I had a chance to briefly speak with Councillor Wazzo before she left – she happened to mention that several of the Confederacy's founding worlds were largely aquatic, populated by water-breathing species."

Namor arched an eyebrow at that. "Advanced civilizations, no doubt." he quipped. "I suppose it merits some thought." Lining up another shot, he took it. "Regardless, whatever Kal-El and his comrades are planning, I can only hope that they do so with the same level of comportment they have exhibited so far…"

XXXXXXXX

_Gluurplox's Eat-n'-Sleep_

By the time "happy hour" had concluded, the entire bar level was covered with the bodies of unconscious aliens, either nursing wounds or sleeping off their hangovers. The bar itself was, more-or-less, completely trashed, prompting a disgruntled Gluurplox to start cleaning up; even after several years and _numerous_ "happy hours," he still wasn't used to cleaning up after the fact. Regardless, _this_ had been one of the biggest brawls, yet; all of his patrons were out cold…

…all except _two._

"…so…so then this _lunatic_," a drunk-as-a-skunk Green Lantern guffawed out, "he walks _right_ out of our platoon's shelter, heading _right_ for this gigantic sandstorm that was blowing up…he takes out a beer-bottle, and says 'Have a drink!' and then he just _chucks_ the bottle right into the storm!"

An equally-intoxicated Hawkgirl burst out laughing at that, nearly falling out of the stall the two of them, bumped, bloodied, and bruised, were sitting in; after the brawl had ended, they had opted to down one or two more mugs of Gluurplox's special brew, as a 'field antiseptic.'

Not the _smartest_ move, in retrospect.

"Was…was…" Hawkgirl sputtered out between laughs, "…was he okay?"

"Oh, sure, he was fine, after we dragged him back inside…except for all his clothes getting blown off!" Green Lantern guffawed, sending them both into paroxysms of laughter. "That poor bastard was cleaning sand out of his ass for a _week!_"

Hawkgirl laughed again. "Okay, okay, I got one!" she laughed. "Just two weeks ago…when Admiral Var visited Earth…she…she practically _told_ me that…that Command wanted me to…" she laughed again, "…to make friends with Kal…so that _they_ could later convince him to use his tech against the Gordanians if they attacked us!"

Green Lantern burst out laughing. "That _bitch!_"

"I _know!_" Hawkgirl laughed. "That's probably been my mission from the _start!_ That whole thing about offering him 'sanctuary' was probably just a cover-up to get access to his knowledge…and then that _egg-eater_ Var drops _that_ bomb on me, _knowing_ that I couldn't say no…not after what happened to Hro!"

Green Lantern's laughter started to slow. "W-Who??"

"General Hro Krenoth, my late fiance," Shayera slurred, "killed during a stupid little border-dispute between Thanagar and those Gordanian _swine_." She downed another half-mug of the bubbling swill. "I probably wouldn't have stayed in the military if that hadn't happened; if Hro had lived, I was planning on retiring and having a family with him…and now, here I am, one Lieutenant-Colonel-ship, five years and just about no friends later." Her laugh turned bitter. "Do you know that a Thanagarian female's optimal time for childbirth is between 25 and 30? By the time I find _another_ man capable of putting up with me..!"

"Oh, what are you talking about?" John chuckled. "You're a fearless, honest, kick-ass, sexy-as-hell _femme fatale_, missy; hell, half the system would likely _jump_ at the chance to be with you!"

At that, Shayera smiled slyly. "You know, Marine, it's a _damn_ shame I didn't bump into you sooner; I could have _really_ gone for a guy like you…"

John grinned. "It's been known to happen…" he began, but he was cut off, as Shayera grabbed the collar of his uniform, and yanked him in close…to seal his lips with her own.

As Shayera ensnared him in an increasingly passionate embrace, every single thought flew out of John's alcohol-greased mind…except one.

'_Well, Merry Christmas to me._'

XXXXXXXX

_Xavier Institute_

"Mr. Pennyworth, that cranberry cobbler recipe of yours smells simply to _die_ for; you _must_ give me the recipe!"

By the time that night had fallen over the Institute, Martha and Alfred were still hard at work in the kitchen; thankfully, there were only a few things left to prepare…before they inevitably had to start on the dishes. Alfred chuckled as he put the finishing touches on the stuffing. "As much as I would like to, madam, I fear that Master Bruce would never forgive me if I did."

Martha sighed. "Well, _that's_ a shame." she replied. "And _please_ call me _Martha._"

Alfred simply smiled. "In that case, you may call me Alfred."

"Fair enough." Martha replied. "I hope you don't mind me asking, but…this 'Master Bruce' you mentioned…would that happen to be Bruce _Wayne?_"

Alfred lightly arched an eyebrow. "Why, yes, Martha; how did you know?"

Martha looked stricken. "Some time ago, my husband – Jonathan – and I happened to see a news article about the murders of Thomas and Martha Wayne, and that they'd been survived by their son, Bruce." she said. "I recognized you from the photo taken of you and Bruce leaving the police station."

Alfred frowned sadly as he recalled that sad day…the searing consequences of which had irreparably altered his charge's life. "You have an excellent memory."

Martha's expression saddened. "That poor boy witnessed the whole thing, didn't he?"

Alfred nodded. "He was never the same." he answered. "It took him years to come to terms with it; he spent much of his teen years traveling…but he finally found what he was looking for."

Martha smiled at that. "Yes, I heard about the "Wayne Foundation" he'd founded upon his return." she said. "You must be very proud of him."

Alfred smiled warmly, as he thought of his charge's overt efforts to do good. "I most certainly am, Martha." he agreed. "As I am sure you are of _your_ son."

Martha blinked in confusion. "I…I'm not sure what you mean…"

Alfred chuckled. "You _are_ Superman's adopted mother, are you not?"

Martha gasped, nearly dropping the plate she'd been holding. "I-I…I don't know what you're talking about…"

Alfred smiled warmly. "You needn't worry, Martha; I have no intention of disclosing that fact." he assured her. "I am a butler; a sense of discretion is an unspoken job requirement."

After she'd recovered from the mild shock, Martha smiled thinly. "I…I'm sorry; it's just that…John and I have always done our best to keep our son's…gifts a secret…"

"You needn't explain, Martha." Alfred replied. "The secrets our children keep can be as much a burden to us as they are to them."

Martha's smile became less forced. "I can still remember the first news report about my son," she said. "The reporters didn't know _what_ he was…but I knew." Her smile turned strained, again. "As proud as I was, I was so worried; I was so afraid that people would learn what my boy really was, and that they would _hate_ him for it…" she chuckled grimly, "…like those armband-wearing Nazis do."

Alfred nodded. "Those seven years that Master Bruce was gone were the longest years of my _life,_" he admitted. "I was honestly starting to doubt that he would ever return; the very week I got the call from him, I was preparing my _curriculum vitae_, in the hope that I could work for the Windsors, again."

Martha's eyes widened. "The _Windsors?!_ As…as in…Buckingham _Palace..?_"

Alfred chuckled. "Their Young Highnesses were fond of my cranberry cobbler, too."

Martha laughed. "Why, Alfred! You've lived a fascinating life, haven't you?"

Alfred lightly bowed. "'_I dare do all that may become a man; he who dares do more is none.'_"

Martha smiled. "You're a man of hidden talents."

Alfred chuckled…but before he could reply, his cell phone started to ring, prompting him to answer it; Martha could only hear his half of the conversation. "Hello?" There was a pause. "I trust you'll be heading home, then, sir?" Another pause. "Very good, sir; I believe that Miss…what?" Alfred's expression became dismayed, and then _cross._ "With all respect due, Master Bruce, I _sorely_ regret the fact that you are no longer the proper size for me to put you across my knee and tan your hide!" There was another pause. "I am _saying_, sir, that, if you value that dear lady at _all_, giving up _one_ evening – especially one which has you doing little but brood every year – to spend with her is a _small_ price to pay." There was another silence, before Alfred's expression became sad. "You spend so much time fighting _against_ something, sir…but do you have nothing to fight _for?_" He sighed sadly. "I'll leave you to it, then; Merry Christmas, Master Bruce." With that, he hung up.

Martha looked stricken. "What was _that_ about?"

Alfred sighed. "I am sorry you had to hear that, Martha; I had to try and prevent my charge from making an utterly _idiotic_ mistake. Whether I succeeded in doing so remains to be seen," he answered. "For someone with so much experience with the fairer sex, he remains _remarkably_ thick regarding matters of the heart."

Martha chuckled. "Isn't that what kids have _us_ for?" she teased. "To keep them from _making_ idiotic mistakes?"

Alfred smiled wearily. "Without a doubt, dear lady; without a doubt."

XXXXXXXX

_Watchtower_

The sensation of steel buckling under her fists did little to calm Wonder Woman's ire as she mercilessly slammed a training-drone with her fist, before grabbing it and tossing it into another. '_That insufferable, stubborn…MAN!!_' she mentally fumed, punishing yet another drone for her teammate's faults, which she had been doing since she'd been so coolly rebuffed, a short time ago.

Part of Diana felt bad for thinking this way. Ever since she'd learned of Bruce's tale, which his dear surrogate father Alfred had sadly divulged, her heart had ached for him; for that young child, whose life had been filled with so much love and promise…and who had been shattered almost beyond repair by a single act of cruelty and cowardice. If Batman had not already tracked down and incarcerated that villain – unknowingly or not – Diana would have cheerfully hunted him down and tossed him into _Tartarus._

That thought filled her with a grudging sense of pride in her comrade. Whereas most of Bruce's social circle would have undoubtedly thrown themselves head-first into their vices after enduring such tragedy, Bruce had done the opposite: he had thrown himself into training, studying the criminal element he so hated, and later had traveled the world, even divesting himself of his wealth, to further his training…and later return, to unleash himself on the same villains who terrorized his home, with the ultimate aim of ridding his city of them forever, no matter how long it took.

Diana's frown returned in full force as she thought of Bruce's dedication to his "Mission"…which bordered on _obsession._ It was _one_ thing to devote himself so completely to an ideal…but to do so at the expense of all else..?

Was he so single-minded that he saw no room in his life for anything but his crusade? Was his psyche so repulsed by the fear of loss that he was not willing to open himself to any chance for joy? Was he so closed that he had no place for happiness in his life?

Did he have no place for _her..?_

Diana's inner tirade was silenced as the training drones ground to a stop…as a black-gloved hand switched them off from the main control console. Her eyes narrowing in anger, Diana stormed over to the console, ignoring Batman completely, her expression _daring_ him to interrupt her, as she switched the drones back on, before storming back into the fray…

…where the drones were promptly switched off, again.

Suppressing a scream of anger, Diana whirled on her teammate, her fists clenched. '_You think to press me, Bruce?_' she inwardly fumed. '_So BE it!_' With that, she stormed towards him, ready to do her best to _throttle_ her arrogant teammate..!

"I'm sorry."

Diana's fist was already up to strike when she heard him; she came to a complete stop, unsure if she'd heard correctly, her angered expression becoming one of bewilderment. "_What?_"

Batman's face had lowered, hiding itself in his own shadow. "This time of year…has always been difficult for me," he confessed, "and I took that out on you." He looked back up at her, his expression sorrowful. "I was wrong."

At Bruce's admission, Diana smiled warmly. '_There's hope for you, yet,_' she quietly exhulted. "Will you teach me, then?"

"Only if you teach me of something in return."

Diana softly chuckled. "And what could I teach that the ever-knowing Batman does not know?" she teased.

"Joy."

Diana had to _will_ her heart not to break at his reply, smiling softly. "Of _course._"

Batman's ever-stoic expression regained its hold on his face. "In that case, we should leave; Kent and his holiday cohorts will be here, soon."

Diana inwardly chuckled at his veiled cynicism…which she would do her best to break, if only at this time of year. "Where to, then?"

"You tell me."

Diana could only smile; Bruce was just being Bruce. Her smile grew as she realized _just_ where to start…

XXXXXXXX

_New York City_

The snow-covered streets of New York were mostly empty as a crimson blur streaked through them, heading towards Worthington Towers. Flash's expression was grim as he raced right up the walls of the stately building, his thoughts no cheerier than his face; he was running out of time…

Flash's expression only saddened as he thought back to his reason for coming here. He _couldn't_ fail; not _tonight…_

XXXXXXXX

_101__st__ Street Homeless Center, New York City, Several hours earlier_

_The sound of joyful laughter filled the air as Wally, in his jeans, winter jacket, and red floppy winter cap, walked through the doors of the Center, his arms laden with bags of toys…seconds before he was mobbed by over a dozen children, all residents of the Center. "Okay, okay!" Wally laughed, as he set the bags down, before starting to distribute the gifts. "One at a time, guys! I've got something here for everyone!"_

_Within minutes, all the gifts had been given out; as the children went about their play, Wally was left to speak with the older manager of the Center, Roger Montgomery, a retired schoolteacher. "Wallace, I can't thank you enough for this donation," Mr. Montgomery said. "These tykes have so little joy in their lives."_

_Wally just smiled. "No problem, Mr. M," he answered. "It's the least I can…" but his voice trailed off, as he spotted one little girl, in a tattered pink jumpsuit, sitting far away from the other children._

_Roger looked grim. "I see you've noticed our new arrival," he said. "She only came in, a day ago, and I hadn't had the chance to ask you to bring something for her." He sighed. "Poor little thing; her parents were both killed in a horrible shoot-out, a week ago…"_

_Wally hadn't needed to hear any more. He'd already recognized her; just last week, a crime-lord known as Silvermane had made a push into Kingpin's territory; by the time the League had intervened, an entire block was embroiled in the shootings. They had managed to collar the perps responsible and gotten most of the injured civilians to safety; Wally had managed to pull an innocent family – the girl's family – out of a particularly bad shooting. The kid had been okay, but her parents had been hurt bad; he'd hoped they'd make it…_

…_but apparently, they hadn't._

_Smiling gently, Wally walked over to the kid. "Hi."_

_The little girl looked up at him, her expression blank…before she looked away._

"_I'm Wally," Wally introduced himself. "What's your name?"_

_The girl was silent for a few moments before she answered. "Clarissa."_

"_That's a pretty name."_

_Clarissa said nothing._

"_Okay; you don't have to say anything," Wally answered. "So, did you want anything for Christmas?"_

_The girl was again silent…before she started to quietly sniffle. "M-Mommy said that…that Santa was going to get me a Ballerina Barbie doll…but…but now she and Daddy are gone…" she sniffled again, "…so…so I don't think Santa's going to give me anything, this year…"_

_Wally couldn't say anything at that…but his brain was a different story. 'Oh, yes he will, honey,' he thought. 'Oh, yes he __**will.**__'_

XXXXXXXX

Ever since seeing Clarissa, Wally had checked every store, every mall in the _country_…and got _bupkiss_; no store he'd seen yet had any Ballerina Barbie dolls left…and now there were only a few hours left before the stores closed for Christmas Eve…

Desperate times called for desperate measures; Flash hated to barge in like this, but he _couldn't_ let little Clarissa down, not after what had happened to her folks.

In seconds, Flash had reached the penthouse level, coming to a perfect stop at the patio door. Opening it, he peered inside. "Warren? You here?"

Seconds later, Warren, clad in his boxers and a bathrobe, his wings extending out from holes stitched in the back, walked into the living room from the kitchen, a bottle of wine in his hand; seeing Flash, he froze. "_Flash??_"

"Warren…" came a female voice from another room, before a slim, curvaceous young woman, in her early twenties, with light copper-intoned skin, mid-length chestnut hair, and deep chocolate eyes, clad in a red, silky bathrobe, walked in. "Come to bed..!" the woman purred…before she spotted Flash, which caused her sentence to end in a half-strangled squeak of embarrassment.

Despite the seriousness of the situation, Flash couldn't help but chuckle. "Did I come at a bad time?"

Warren smiled sheepishly. "Not…not at all!" He gestured to the woman. "Flash, this is my girlfriend, Melinda Desmond; Mel, Flash."

Melinda managed an embarrassed smile, as she quickly pulled her robe more tightly closed. "Uh…hi?"

Flash gave her a polite wave, before turning back to Warren. "I'm sorry I had to bust in on you like this, man, but I've got a little crisis on my hands."

Warren was all business at that. "What's the problem?"

Flash grimaced. "Remember that big gang-attack, last week?"

Warren nodded grimly. "The big one?"

"Yep," Flash answered. "I just bumped into a little girl from the attack; she'd been sent to the Homeless Center after her parents were killed."

Melinda gasped. "Oh, that's _awful…_"

Flash nodded. "I spoke with her before I had to go; she told me her parents were going to get her a Ballerina Barbie, and it would _really_ make her day if someone could get one for her…"

Melinda looked stricken. "Those are almost _impossible_ to get; my Aunt once told me that she was only able to find one for my cousin by sheer _dumb luck._"

Warren nodded. "No kidding; I heard that they sold out in almost two days after they were released."

"I know; that's why I came here," Flash finished. "I know this is last-minute, Warren, but do you think you could help me track one down for her?"

Warren looked grim…before he nodded. "I'll do what I can, Flash; I think I know a few people who _might_ have one or two stocked away…but I've gotta be honest; at this point, it doesn't look good."

Flash sighed. "Thanks, man; that's all I'm asking," he answered. "I'm gonna keep looking; there are a few more stores I can reach before time's up."

"Hold on," Warren said, as Flash was about to head out the door. "What were you doing at the Center, anyway?"

"Uh…no comment?"

Warren smiled knowingly. "Does this have anything to do with the stunt that you and the League are going to pull, tonight..?"

"Wow, look at the time!" Flash exclaimed, darting to the door. "I'd love to stay and chat, but I've got places to be! Thanks, again, Wings!" With that, he zoomed off, racing down the side of the building, outrunning the speed of free-fall, before zipping away, to continue his search, racing against the clock, as he always did…

…but _this_ race was one he _couldn't_ lose.

Not tonight.

XXXXXXXX

_New York Mall, New York City_

As the mall began to close, its patrons gradually leaving to head home, Anita sighed to herself; her relatively-brief round of window-shopping hadn't helped her blue mood. Nothing had appealed to her at all, and her malaise was worse than ever. '_If this is what Papa feels, it's no small wonder he dislikes this time of year,_' Anita thought glumly. There was no point in staying here, she reflected; she might as well head home. With that, she turned to go…

"_Piotr, can we please go see the fountain, again?_"

The sound of a rich, Russian-accented laugh caused Anita to stop in her tracks…just as Piotr, clad in a long, black wool coat, rounded the corner, followed by Illyana, wearing a light blue snowsuit. "_No, Illyana, we have to go back to the Institute,_" Piotr gently admonished in their native tongue. "_We have to be back in time to meet Mother and Father; we promised to see them, remember?_"

Illyana sighed. "_I remember,_" she answered. "_I just thought we could…Princess Anita!!_"

The very instant she saw her, Illyana darted over, giving Anita a hug from the knees down, as a somewhat-embarrassed Piotr walked over, trying to suppress his smile. "I am so sorry," he apologized. "I think that 'Yana has had a bit too much candy…"

Anita softly chuckled. "It is no trouble," she assured him. Her smile growing, she leaned down to Illyana's level. "_Well, this is quite a surprise; I was just about to leave, and look who I run into!_"

Illyana smiled happily. "_We were just gonna go, too; Big Brother and I are going to go home to Mama and Papa's!_"

"_Why, that's lovely!_" Anita replied. To Piotr, she added, "Well, I'd best not keep you."

Piotr nodded. "We still have to make the trip in the Blackbird…"

"_Couldn't you just take us there with your magic?_"

"_Illyana!!_" Piotr scolded. "_That was __**not**__ polite!_"

Illyana lowered her gaze. "_I'm sorry…_"

Anita softly chuckled. "_Why, I would be happy to._"

Piotr's eyes widened in surprise. "N-No, we could not impose like that," he stammered. "You are busy; you are having other important things to do…"

"Like wandering from store-to-store, being bored to tears?" Anita's voice was teasingly chiding. "Rasputin, sad to say, ferrying the two of you home will be the highlight of my evening."

Piotr smiled sheepishly. "We…do not want to trouble you…"

"You're not," Anita replied, smiling. "Consider this your Christmas present." With that, she enshrouded the three of them in emerald haze, taking them away.

As the haze faded to nothing, Anita and her two passengers found themselves in the middle of a snowy field, with nothing but the full moon lighting the night sky, and a small, cozy-looking little farm-house ahead of them. Almost as soon as they had appeared, two people – a fairly short, grey-haired lady, and a slightly taller, white-haired man with a white beard, supporting himself with a cane – clad in somewhat-rustic clothes, emerged from the house. "_MAMA!!_" Illyana squealed, making a beeline for her mother.

"_My baby!!_" Mrs. Rasputin cried, scooping her daughter into her arms. "_You both made it!_"

Glancing to his son, Mr. Rasputin smiled warmly. "_Welcome home, Piotr,_" he greeted…before he spotted Anita. "_And who are you?_" he asked gently.

Anita's smile became somewhat shy. "_I am…Anita._"

Piotr softly chuckled. "_She is…a friend._"

Mr. Rasputin's smile became a knowing one, as he gently jabbed his son with his elbow. "_You are a good boy, Piotr,_" he said proudly.

Mrs. Rasputin nodded. "_She is __**lovely**__…_"

Piotr's eyes widened in horror as he realized what his parents had thought, before going a shade of red that rivaled Superman's _cape._ "_What??_" he cried. "_N-No, Father! Y-You don't understand..!_"

"_Of course, son,_" Mr. Rasputin chuckled. "_Whatever you say._" With that, he and his wife headed back inside, followed by Illyana.

Piotr hadn't budged from where he was standing, fighting the crimson stain rushing across his face. "I…I-I am so _sorry,_" he finally said. "M-My parents, they…they got the wrong idea…"

The entire time, Anita had placed her hand to her mouth, trying to hide her laughter…as well as a faint rosy tint of her own. "It…is alright," she assured him. "It was…an honest mistake."

"Yes…yes, of course," Piotr agreed. "I…I would ask if you wished to stay, but, after that…"

"You are right," Anita agreed quickly. "I had best return home, anyway." She smiled. "Tell your parents I enjoyed meeting them."

Piotr smiled warmly…which, for some strange reason, made Anita's faint flush return. "Thank you," he replied. "Merry Christmas."

Anita smiled back. "Merry Christmas," she said, before vanishing in a cloud of green haze, heading for home, while Piotr stepped inside, rejoining his family.

XXXXXXXX

_Watchtower_

"I _still_ think we look ridiculous."

As he casually leaned against a console in the Monitor Womb, Lex couldn't help but chuckle at his four pals…or rather, what they were _wearing_.

Clark, Wally, Arty, and Ollie had exchanged their uniforms for four, identical Santa Claus costumes, all utterly detailed, right down to the white beards and jelly-bellies.

Lex _still_ didn't know how he'd kept himself from busting a _gut_ when he'd seen them.

Clark just chuckled. "Hey, it's for a good cause, remember?"

Oliver grimaced. "Twist the knife a few _more_ inches, why don't you?"

Arthur glanced to Lex. "You managed to get everything we needed, right, Lex?"

Lex nodded. "All four 'sleighs' are loaded up and ready to go."

"Good to hear," Clark said. "What with all those extra business-hours you've been pulling down, lately, we were worried you might not make it."

Lex laughed. "And miss helping my pals on their holiday caper?"

Wally blinked. "So, what exactly _have_ you been doing?"

Lex smiled sheepishly. "Oh…government contracts, mostly; a real yawn-fest, I'm afraid."

"I hear you," Oliver agreed. "So, what's the plan?"

"I'll be taking the Javelin-1 and covering North America and Western Europe," Clark explained. "Wally, you'll be covering Central and South America in the Javelin-2, before moving to cover Eastern Europe; Arty, you should be able to cover Asia in the Javelin-3; and Ollie, you should be able to cover Africa with the Javelin-4, with Lex running spotter for you, and whoever finishes their assigned regions first will handle Australia, understood?"

Everyone nodded in agreement. "Okay," Clark finished, "then let's get moving!" With that, the five of them headed to the vehicle bay.

Operation: Silent Night was underway.

XXXXXXXX

_Xavier Institute_

As the silence of midnight settled over the Institute, its inhabitants had long since settled in for the night…

…most of them, at least.

Sitting upright in her Clarkie's bed, clad in her blue bathrobe, Alison sighed to herself, setting aside her novel, before glancing to the window…with no sign of a familiar blue-and-crimson blur.

Thoughts of Clark caused Alison to frown worriedly, as she hoped he liked her gift for him; these past few weeks, she'd been racking her brains trying to think of a gift idea…and it had only been less than a week ago that she'd gotten the idea…

XXXXXXXX

_Watchtower, December 19, 2008_

_After the Javelin-3 had docked at the Watchtower, Power Girl had promptly disembarked, before heading to the Monitor Womb, to brief the League on the situation; half an hour ago, the X-Men had been called to handle a hostage situation just off the coast of Genosha – an F.O.H. sleeper cell had taken over a freight-ship heading for the country, carrying vitally-needed medical supplies. Aquaman and J'onn had assisted them in pacifying the F.O.H. goons, with no casualties to either side; the others had already headed home, while she had agreed to tag along, to brief them on what they had found._

_As she stepped into the Monitor Womb, Power Girl saw only Superman there, leaning over his console, his eyes closed. "Clark?" Power Girl asked._

_Turning, Superman smiled weakly as he saw her. "Hey, Ali," he greeted. "I take it you and the others handled that freighter incident?"_

_Power Girl nodded. "The sleeper cell is in custody, and I think we might have a lead on the location of one of their safe-houses."_

_Superman's smile grew, but not by much. "Thanks, Ali; you and the others did great."_

_Power Girl frowned, not buying his brave face for a minute. "Clark, what happened?"_

_Superman's smile collapsed. "There…there was an incident in New York, today."_

_Power Girl didn't like the sound of that._

_Superman quickly proved her right. "There was a…push into Kingpin's territory," he said softly. "Ever since…forever, I guess, there's been a power-struggle between Fisk and this other crime-lord, Silvermane. For the past few years, Fisk's been on top, but with his recent losses due League activities, Silvermane must have seen it as weakness, and gathered as many of Fisk's rivals as he could…"_

"_Clark," Power Girl urged gently._

_Superman flinched. "It was a shoot-out, Ali," he whispered. "In the middle of a __**residential**__ block. In broad daylight." His expression turned haunted. "We managed to stop it…but people were hurt, Ali…and some were even..!"_

_Alison silenced him with a hug, holding him close. "You did your best, baby."_

"_It wasn't enough."_

_Alison smiled chidingly, as she stood up on the tips of her toes, touching her forehead to his. "Clarkie, you can't save everyone…"_

"_I know that," Superman said, "but…God, Ali, even __**if**__ we eventually take Fisk down, this Silvermane – or somebody like him – is probably going to move right in and pick up where he left off!"_

"_Then you and the League will be right there to __**stop**__ him."_

"_That's my __**point**__, Ali," Superman said. "It's just…days like this make me wonder if I'm making a difference at __**all.**__"_

_Suddenly, the monitor's alarm started to beep, prompting Superman to check it. "There's a forest-fire in British Columbia; we'd better get moving," he said, before he sighed. "At least __**that**__ I know we can put out. I'll see you later, taushi." With that, he hurried off, leaving Power Girl with her thoughts._

XXXXXXXX

Hearing her _tausha_ so distraught _still_ brought a small tear to her eye, Alison reflected sadly; it broke her heart to hear Clark doubt himself, especially at _this_ time of year.

Well, she was going to do her absolute best to push any doubts out of his head. As soon as he got back, Alison planned to give him his gift; almost the very _second_ he'd said that, that day, she'd gotten the idea for his gift. She only hoped that he would like it…

Suddenly, Alison's eyes went wide, stirring herself out of her thoughts as her hearing picked up the sound of a stealth aircraft, moving quickly, heading into the heart of New York..!

Alison's reaction was immediate; in a matter of minutes, she had donned her uniform, and was flying into the city, keeping low, under the craft's radar, moving fast, but not supersonic, which would alert it.

She was worried about not telling any of the others, but something wasn't adding up; for starters, if something _was_ going down, then why wasn't the League on the case? She'd been half-expecting Clark to soar past her…but the skies were suspiciously quiet.

Maybe it was just a false alarm; Power Girl supposed that it could just be a S.H.I.E.L.D. stealth-craft, flying too low from some jet-jockey's showboating. If that _was_ the case, then there was no need to wake everyone else at the Institute up; she'd just zip in, check things out, and go from there.

She was seconds away from the city when she spotted the jet's lingering exhaust-trail; her eyes narrowing, Power Girl followed it to its source, until it dissipated above one of the city's orphanages…where the Javelin-1 was hovering…

Power Girl arched an eyebrow, surprised at both the fact that the League had beaten her here…and at the fact that the craft was nowhere in sight…but her surprise only _doubled_ as she saw a lone figure emerge from the rooftop entrance to the orphanage, wearing a..!

Power Girl did a double-take, before rubbing her eyes, making sure she was seeing correctly; she _was._ Her eyes narrowed, as she took a closer look…

…and smiled.

As the figure started to float into the air, Power Girl darted out of sight before he saw her, before making her way quietly back home, while the "perp" returned to the Javelin, flying off.

'_So __**that's**__ what he was planning,_' Alison thought to herself with a smile; she should have guessed. '_So much for Clark getting back soon._'

With that thought, Alison's smile grew; when he _did_ get back, he'd be in for a surprise…

XXXXXXXX

_Gotham City_

"This was a mistake."

As they walked through the streets of Gotham, Diana, clad in a pair of blue jeans and a violet sweater under her white wool jacket, fixed Bruce with a semi-annoyed glare…which was on far too lovely a face to be as intimidating as she would have liked…not that Bruce would have ever admitted that. "You agreed to this, Bruce," Diana chided, "and you _will_ abide by your word of honour."

Bruce sighed to himself, absently adjusting his black wool toque, before placing his gloved hands in the pockets of his black jacket. "Very well."

Following Diana to the window of a nearby store, Bruce automatically swept the surrounding area with his eyes; the streets were empty, but there were shadowed alleys that he didn't like the look of nearby…alleys capable of hiding armed hoodlums, like the kind that had…

"What is this?"

Diana's inquiry shook Bruce out of his dark thoughts; glancing over to her, he found her gazing up at an artificial Christmas tree, fully decorated, with numerous brightly wrapped gifts underneath it. Noting her wide-eyed expression, Bruce couldn't suppress a faint smile. "It's a Christmas tree, Diana."

Diana's smile grew. "Oh, of course; I've heard of them, but I didn't know what to expect," she confessed. "It's _lovely!_ What is its significance?"

Bruce allowed himself a small smile. "The tradition of the Christmas tree likely began in 16th-century Germany, though it was initially denounced by Christians as a pagan tradition," he explained. "As it became accepted, the tree was decorated with small fruits and nuts, which gradually led to the types of decorations used today. The star that usually adorns the top represents the star seen by the three Magi, which led them to Bethlehem…"

"…so that they could bear witness to the birth of Christ," Diana finished. "He is the Christian messianic figure, correct?"

Bruce nodded. "Though his divinity is a topic of debate, historians concede that, approximately 2000 years ago, there was a Jewish prophet named Jesus born in Bethlehem. Even the Jewish Torah and the Islamic Koran acknowledge him as a prophet, though they doubt the supposition that he was the son of God…"

"…and what do you believe?" Diana asked. "Do you believe that this Jesus Christ is divine?"

Bruce hesitated for a moment…before his expression turned neutral. "I only believe in two things," he answered. "The first is _science_: I am a scientist, Diana; my faith lies in forensic evidence and incontrovertable _fact._ If something can be quantified, then it is real."

Diana's expression saddened at that. "And the other?"

"_Justice._"

Diana sighed, before returning her gaze to the window. "What of those parcels lying beneath the tree?"

Following her gaze, Bruce continued his explanation. "The giving of gifts at Christmas likely began with the three Magi, who gave gifts of gold, frankincense, and myrrh to the infant Jesus," he said. "Later on, this tradition was expanded by Bishop Nicholas of Myra, who was known for his secret gift-giving; he is likely the historical figure upon which the mythical 'Santa Claus' is based. Ultimately, gift-giving at this time of year was undoubtedly intended as a means of showing love for family and friends, which is complementary to Jesus of Nazareth's teachings…"

A scowl crossed Bruce's face as he continued. "…but in more recent times, due to mass production and commercial advertising, that message has been irreparably _twisted._"

Diana's expression was thoughtful. "So then this holiday, essentially, is about caring for loved ones, and goodwill towards all."

"Essentially, yes," Bruce answered, before his tone grew bitter, "but that's _hardly_ what people think about Christmas, these days." With that, he started to walk away, passing by another shadowy alley…one which would make an ideal spot for additional surveillance equipment, he reflected…

As Diana passed by it, she happened to look in…and smiled. "Oh, _really?_" she asked, taking hold of his arm firmly and yanking him back, pointing into the shadows. Bruce followed her finger…and spotted three people, in shabby clothes, around a trash-can fire, happily sharing a small meal of Potted Meat, laughing and sharing tales from the past year…

"It looks to me," Diana said with a smile, "that the Christmas spirit is alive and well."

Bruce was silent for a moment. As Batman, he would have passed by this little scene without even a thought…but here, in this dark place, there was that sense of fellowship and good will; as Diana had said, the spirit of Christmas, which an angry teenager, obsessed with vengeance, had long since dismissed, was alive and well. He just hadn't noticed, before.

It bothered him that he hadn't noticed, before.

"Bruce, look! It's _snowing!_"

Looking up, Bruce was in time to see a speck of white touch down on his nose, as a cascade of white powder began to descend from the skies, covering the entire city, to Diana's delight. "It almost _never_ snows, back home!" Diana exclaimed.

Bruce's earlier smile found its way back onto his face; despite being an immortal warrior, there was still a kind of…_innocence_ to her…except her heart was _untarnishable_, capable of facing inhuman beasts and human criminals in the same instant without _ever_ losing faith in humanity.

There was, _literally_, no-one else in the world like her.

"Bruce?"

Quickly shaking himself out of his reverie, Bruce glanced to Diana, whose hair was lightly dusted with white, a smile on her face. "Please tell me what do _you_ do for Christmas…and _don't_ say 'work'."

"I…usually spend Christmas Day with Alfred and Dick," Bruce answered. "I suppose we've been out here, long enough, and so has Dick. You're more than welcome to stay the night; the Manor has plenty of guest rooms. After we get back, I'll notify Dick to head home." As he said that, Bruce paused; then again, he could always head out to meet him, and patrol the City briefly in the meantime…

"Bruce, don't even _think_ about working, tonight."

Bruce's eyebrows arched as he met Diana's stern gaze. "Who said anything about working?"

"Don't play the fool, Bruce; you were thinking of meeting Richard in the field, _after_ a few hours of work."

Bruce's scowl wasn't _nearly_ as annoyed as he'd hoped it would be. "Your mother must be _very_ proud."

Diana blinked. "How so?"

"For raising the very _first_ Amazon telepath."

Diana sputtered at that…before she smiled widely. "Bruce…did you just make a _joke??_"

Bruce's scowl was reflex. "_No._"

Diana didn't buy it. "You _did!_"

Bruce could only roll his eyes at that, before trudging on, heading for home, followed by Diana…while fighting the smile that kept tugging at the corners of his face.

XXXXXXXX

_Grey residence_

Long after the Grey clan had gone to sleep, Jean and Scott, both still clad in their pyjamas, silently made their way downstairs, heading towards the kitchen. Scott couldn't help but smile. "You sure about this, Red?"

Jean smiled warmly. "_Positive_, Scott; I _know_ my mother likes cookie-dough ice-cream as much as I do – she _has_ to have some stashed away in the freezer."

Scott's smile became a full-out grin as he and Jean walked into the kitchen; ever since the little…_incident_ involving her and some of the other girls masquerading as crime-fighters, sneaking into the kitchen for late-night ice-cream chats had become a habit. Indeed, their little trips to the freezer were his favorite nighttime activity…

Well, okay, maybe his _second_-favorite…

"You two kids _still_ hungry?"

Jean and Scott both froze in their tracks as they found none other than Madelyn, clad in her own pyjamas under a mauve bathrobe, leaning casually against the kitchen counter…with a tub of cookie-dough ice-cream under her arm.

Jean blinked in surprise, before she smiled. "Looks like you had the same idea _we_ did."

Madelyn chuckled. "Jeannie, I've been swiping ice-cream from your mother for _way_ longer than you have," she teased, before arching an eyebrow, "although I'm not entirely convinced; you weren't trying to peek under the tree, were you?"

Jean laughed. "I think you know us – or at least _me_ – better than that, Aunt Maddie."

"Yes. I do."

Behind his shades, Scott arched an eyebrow. "So what exactly are _you_ doing here?"

"Don't change the subject," Madelyn chided, before smiling. "Well, I suppose this tub won't eat itself, and there's plenty for everyone." With that, she sat down at the table, while Jean and Scott picked up several dishes and spoons. "So, how's that Institute treating you two?"

"It's great," Scott replied. "At the Institute, we – _all_ of us – have a place where we can learn to control our…_gifts_, and use them for the benefit of everyone."

"Sounds good," Madelyn said. "But I've been wondering, Scotty-boy; what exactly is _your_ gift?"

Scott kept calm. "You…didn't know?"

Madelyn shook her head. "All Elaine ever let on was that it was something dangerous…but, then again, knowing her, that could just be something like lighting matches…"

Scott sighed. "If _only,_" he lamented. "My ability enables me to project concussive beams of force from my eyes…but, due to a brain injury from when I was a kid, I lost the ability to shut them off, which is why I have to wear these glasses, all the time."

Madelyn's eyes slightly widened. "I see."

Jean looked stricken. "Aunt Maddie, Scott has _never_ intentionally injured an innocent person with his powers…"

"I'm sure he hasn't," Madelyn said gently. "And Elaine _also_ mentioned that you're a real, 'brain-child,' Jeannie; is that true?"

Jean lightly gulped. "I'm afraid so."

Madelyn nodded, more to herself than anyone else. "Thought so."

By then, Scott and Jean had sat down. "Mind passing the ice-cream, Aunt Maddie?" Jean asked.

"Of course, honey," Madelyn replied. Promptly, Scott turned to Jean, handing her a spoon, before turning back to slide one to Madelyn…only to find that each of their dishes now held two perfect scoops of ice-cream…as the ice-cream scoop floated away…towards _Madelyn._

"Surprise, Jeannie."

Scott and Jean's mouths _both_ fell open in utter _shock_. "You're…you're…" Scott stammered.

Madelyn chuckled. "Oh, like you're surprised!" she laughed. "You already figured that Jean took after _my_ side of the family; why should this surprise you?"

Jean managed to blink several times. "Aunt Maddie…you're…a _telekinetic??_"

Madelyn nodded. "Unfortunately, that's the _only_ trick in _my_ book, honey," she answered, smiling. "You took _my_ gimmick and made it _better._"

Jean was silent for a few more moments. "How long..?"

"…have I been 'abnormal'?" Madelyn teased. "Why do you think I'm the 'black sheep' of the Pryor clan, sweetheart? Ever since I hit puberty, your Grandma Pryor made me _swear_ never to let anyone know about my 'problem.'" She sighed. "And I think I owe you an apology, Jean."

Jean blinked. "_Why?_"

"A lot of your mother's reaction to…well, _you_, likely came from her reaction to _me,_" Madelyn confessed. "I guess she didn't want _another_ 'Mad Maddie' on her hands." She softly chuckled. "The fact that I made a habit of telekinetically pranking her probably didn't help."

Scott chuckled. "Probably not."

After giving her boyfriend a half-hearted glare, Jean stood up, walked over to her Aunt…and gave her a hug. "It's okay, Aunt Maddie," she whispered. "You didn't ask for an X-Gene any more than _I_ did."

Madelyn was momentarily startled to silence…before she smiled warmly, returning her niece's hug. "Thank you, honey," she whispered. "So, I hear that you two are part of this 'X-Men' team Xavier's running."

Scott nodded. "The X-Men are a mutant-based peacekeeping force; Professor Xavier's Institute is devoted to peaceful coexistence between humans and mutants…but it's not realistic to expect everyone on the planet to be so accepting. Whenever anyone, human or mutant, attempts to harm the other side, we get sent in to stop it."

Madelyn nodded. "Like that 'Justice League' your Kryptonian pal is running?"

"Not quite," Jean corrected. "The Justice League is an independent, global-response team; their focus is a lot wider than ours. Since they're more mobile, they can afford to take on more crises than us…although we do work a lot of the same cases."

"Sounds good," Madelyn agreed. "And this Institute sounds like an interesting place; I'll have to check it out, someday."

Jean smiled. "I'm sure we'd love to have you."

Scott's smile turned wry. "I'd like to hear more about your days as a prankster," he chuckled. "What did you _do_ to make Mrs. Grey so mad at you??"

Madelyn laughed. "Oh, where to _begin?_" she chuckled. "Sit back, you two…and try not to laugh _too_ hard." With that, Madelyn launched into the tales of her childhood, while Scott and Jean both sat, in rapt silence.

XXXXXXXX

_New York City_

The sounds of the evening choir echoed through the night, as the heavenly tones drew passers-by into the cathedral from the street, as the lights of the church itself shone out like a beacon into the night itself. Drawn by the sweet music, the warmth, and the light, numerous New Yorkers gradually flocked to the church…while a lone, solitary figure simply watched the cathedral from the sidewalk, before turning and walking on.

Still in his disguise, J'onn could only sigh to himself, still mired in the funk he'd been in all evening. He knew that brooding like this wasn't helping any…but he honestly couldn't help it…

As he rounded a corner, J'onn's eyes momentarily widened, as he sensed a presence…which had been skirting on the outskirts of his senses for the past five blocks. Discreetly, he walked into an empty alley, before phasing himself into the wall, allowing his shadow to walk in after him; J'onn was mildly surprised to see that it was a fairly young, auburn-haired woman, clad in blue jeans and a dark blue jacket. Quickly suppressing his surprise, J'onn phased out behind her, his voice stern. "Why have you been following me?"

The woman softly gasped in surprise, before she turned around, a sheepish smile on her face; J'onn's surprise grew, as he realized that the woman's facial features were somehow…_familiar…_

"I suppose I should have known you'd pick up on me, sooner or later."

The instant she spoke, J'onn recognized her. "_Raven?_"

Raven nodded, before promptly shifting back into her natural state; at once, J'onn did the same, while raising a psychic wall around himself and Raven – any civilians walking past the alley would see only darkness, and hear nothing. "I was a bit worried about you, since you left without a word."

J'onn lightly grimaced. "I…I did not intend to worry anyone," he answered. "I merely felt…out-of-place."

Raven softly chuckled. "I know the feeling," she answered. "This is my first Christmas with Kurt and Rogue; I'm still not entirely sure what to do."

J'onn smiled faintly. "You are in better shape than I am," he said. "This is my first Christmas _ever._"

Raven smiled. "So, what do you think of it, so far?"

J'onn closed his eyes. "It is…_overwhelming._"

"No kidding," Raven agreed.

J'onn politely held up a hand. "But it is not in the way you think," he said gently. "This holiday is intended to be about family…but _my_ family…save for K'imm…is buried in the red soil of Mars…"

Raven looked stricken, as she nodded in understanding. "I can't even _begin_ to imagine what that's like…"

"I…I had thought that I was coping," J'onn confessed. "I believed I _was_ coming to terms with Xi'aa's passing…"

"…and then us dumb Earthlings go and spring this holiday on you, practically rubbing it in your face," Raven finished sadly.

J'onn softly chuckled. "I would not put it _that_ way."

Raven chuckled. "Maybe not," she said, "but it must have thrown you for quite a loop, to make you forget that your _new_ family is alive and well."

J'onn smiled warmly, at that. "I suppose so," he said softly. "I should be glad then that I had you to remind me."

Raven smiled, as her face took on a slightly darker shade of blue. "I would have done so sooner, but I've been…busy."

J'onn nodded; it was an understood fact that, due to her deal with General Fury, Raven had to perform some espionage work for S.H.I.E.L.D. in exchange for immunity for her past crimes. "'Better late than never,' as your people say."

Raven chuckled. "It _also_ shouldn't be too late for some hot chocolate and Oreos," she teased, "assuming you wanted to head home out of the cold."

J'onn's smile encompassed nearly his entire face. "I believe that would be nice," he answered. "Please, allow me." With that, he gently took Raven by her arm, before slowly levitating them both into the air, heading for home. At first, Raven let out a gasp of surprise, but her alarm rapidly faded, as she simply enjoyed the flight home…while, almost imperceptably, she inched closer to J'onn as they flew, simply enjoying each other's company.

XXXXXXXX

_Castle Doom_

The silence that filled Castle Doom did little to calm Anita's thoughts; if anything, her own thoughts were deafening, now.

After returning home, Anita had little else to do but retire…though she had been unable to fall asleep; her earlier meeting with Piotr and his family had rattled her.

More specifically, her _own_ behaviour had shaken her.

She still couldn't understand it; the _old_ Anita would have been _immensely_ insulted at the presumption of Mr. and Mrs. Rasputin.

The old Anita would have _demanded_ that she be treated with the respect that the daughter of Doom deserved.

The old Anita would have _jumped_ at the chance to meet Kal-El's Earth-mother, and thus gain further insight into his true identity…but she _hadn't_.

She hadn't been acting at _all_ like the old Anita, lately…and she could _not_ understand why.

'_What has changed?_' Anita thought. Her family situation hadn't changed; she still adored her father as much as before. Her station was unchallenged; she was Latveria's undisputed Royal Heir. The only thing that had changed, recently, was…

…her attending the Institute.

Anita's eyes went wide at that thought, as she sat bolt upright in bed, considering that possibility. Her infiltration of the Institute had been intended to determine Kal-El's true identity, while covertly influencing…

…but what if the _reverse_ had occurred? What if her proximity to Kal-El, the X-Men, the League, and their ideals had affected her more than she had planned for?

Anita shook her head, trying to banish that thought. '_It cannot be; I love my Papa…he…he is a __**great**__ man…it __**cannot**__ be..!_'

She needed to get out, to clear her head.

With a wave of her hand, Anita shrouded herself in mist, exchanging her nightgown for her uniform as she teleported away…before flinching as she felt the biting cold of the winter air strike her. Quickly, she conjured a warming spell around herself, banishing the air's frigid bite…before she realized where she was.

The Rasputin farm.

Anita was incredulous; her unconscious was more warped than she'd thought if it had guided her blind teleportation spell _here._ She was tempted to simply 'port away…but something stopped her.

She was curious.

Weaving an invisibility spell around herself, Anita walked towards the modest little homestead, before peering in through the window, where she spotted Piotr's elderly parents, sitting up, in faint candlelight; Mrs. Rasputin was knitting a scarf of all colours of the rainbow, likely for Illyana, while her husband had just finished painstakingly carving a fine wooden handle, before he began inserting a hand-forged knife-blade into it, completing the knife he undoubtedly was making for his son…

…because it was all they could afford.

Fighting the rising tide of guilt, Anita wandered to another window, where she spotted little Illyana, sound asleep in her bed, and sitting in the rocking chair at the side of her bed, with a storybook lying in his lap, was Piotr, also sound asleep, likely from reading to his sister…with peaceful smiles on both of their faces.

Despite all the hardships their family faced…they were _happy_; they _all_ were.

Anita looked stricken at that realization…followed by another one.

She couldn't recall a time when she'd simply been _happy._

Her life hadn't been miserable; far from it. She'd known the love of a parent; she'd known pride in her accomplishments, both from herself and her father…but simple happiness…was something completely foreign to her. Her entire life had essentially been training, preparing for one task after another – becoming a worthy heir, joining the Brotherhood, the Acolytes, the X-Men, recruiting Kal-El – with only time for small amusements in between…and none for just being _happy…_

The old Anita would have dismissed that notion with a haughty shake of her head, saying that she would be happy once her mission was accomplished…

…but _now?_

Her silent rumination was suddenly interrupted as a shadow suddenly passed silently over her head; looking up, Anita saw that it was one of the Justice League's Javelins, heading for the nearby village. Her curiosity piqued, Anita 'ported after it, following it to a clearing on the very outskirts of the tiny village, where it dropped several tons of relief-supplies – foods, fuel, medical supplies, blankets and the like – along with numerous small gifts in a pile, before touching down, idling, as a sole figure, clad in red, darted out at breakneck speeds, zipping to the pile, picking up as much as he could carry, and then zooming into the town, before darting back and repeating the process until the pile was gone.

After gathering up the last bit of the stockpile, the figure turned, and zoomed in the opposite direction, heading for the Rasputin residence; as the mystery gift-giver ran off, Anita's curiosity could stand no more. Closing her eyes, she began to focus…and as soon as the scarlet speedster darted back into view, she reached out with a levitation spell and grabbed him by the legs, lifting him up into the air. Chuckling, Anita became visible, as she walked towards…

…_Santa Claus??_

"Put me down!"

The youthful voice instantly betrayed the true identity of the gift-giver. "Well, this is surprising," Anita chuckled. "I hope that's _only_ a uniform, Flash; otherwise, you should avoid any more fruitcake."

"Har har. _Real_ funny, Princess," Flash grumbled. "I wasn't _looking_ for trouble, lady…"

"Calm yourself, speedster; I wasn't, either," Anita replied, setting him down. "That still begs the question: what _are_ you doing out here, dressed like that?"

Flash frowned. "It's called _generosity_, lady; it's something your old man likely forgot to mention to you."

Anita glared at him, but ignored the shot. "Since it's likely that Kal already knows about this," she reasoned, as she started to smile in realization, "he must _approve_…and more than likely is doing the _same_."

Her smile became full-blown as it hit her. "You and the League are planning on carrying out excursions like this all across the globe, aren't you?"

"Brilliant, Nancy Drew." Flash quipped. "We came up with this little scheme, a couple weeks ago; we'd gather up a bunch of stuff, and make a few visits to the places that _really_ need it."

Anita nodded; it certainly _sounded_ like something that Kal would do. "I suppose that makes sense," she said, "but why the disguise?"

Flash looked somewhat sheepish. "Hey, it's Christmas, right? We figured, why not bring back a little faith in the guy in red while doing good?"

Anita chuckled. "Of course."

Flash's smile turned sly. "So what are _you_ doing here?"

Anita froze. "What?"

"You're quite a long ways from Castle Doom, Princess; any particular reason for that?"

Anita kept her expression neutral. "My travel decisions are none of your business."

"Uh-huh." Flash happened to glance back the way he'd come from. "And the fact that we're a short jog away from Petey's folks' place is just a coincidence," he said. "Well, well, welly-well, well…"

Anita's eyes narrowed. "Are you _implying_ something?"

"Maybe," Flash quipped, "but I'm willing to forget about this…for a price."

Anita rolled her eyes. "So much for generosity."

"Relax, Princess; it's nothing major," Flash said. "I just want you to help me track down a Ballerina Barbie doll."

Anita arched an eyebrow. "Why, Flash, I would _never_ have guessed."

"Funny," Flash muttered. "Look, LeRoux, back in New York, there's a little girl sitting in an orphanage who's just had her parents taken away by some punk with a gun. Because of that, she's not going to _have_ the Christmas she's _supposed_ to have…and I know that there's _nothing_ I can do to give her her parents back, but I'm going to do my _damnedest_ to try and give her a happy Christmas…"

"_Enough!_" Anita cried, trying her best to quell her tears. "P-Please, no more; I will do as you ask."

Flash smiled at that. "Thanks," he replied. "So…any ideas where we can start looking?"

Anita closed her eyes, as she started to focus. "There is no need." With those words, she channeled her magic into her hands. "I dare say that locating a _true_ doll will take too long," she mused aloud, "so I believe that a _replacement_ is in order." With that, she forced her spell into solid form, leaving a multifaceted, rainbow-coloured crystal in her hands.

Flash blinked. "Uh…okay…"

Anita smiled knowingly, before waving her hand over the prism…as a perfect image of a real-life Barbie, in an elegant, swan-like tutu, appeared, before beginning a slowl, graceful dance routine, with the melody of _Swan Lake_ playing in the background.

"I _despise_ how TV commercials make their toys seem so life-like, only to fall short in reality," Anita commented, waving her hand over the crystal again, deactivating it. "I don't think that children should suffer for adult incompetence, don't you agree?"

As Anita handed the unit to Flash, the scarlet speedster smiled. "I…I don't know what to say…"

Anita smiled softly. "The spell in that crystal will not last forever, but it _should_ last longer than that plastic _travesty._" Her expression turned neutral again. "Mention nothing of this to anyone, and I will consider myself paid."

Flash grinned. "It's nice to see that there's a human being in there, after all," he quipped. "Merry Christmas, LeRoux." With that, he darted back into the Javelin, which promptly took off, as Anita simply teleported herself home.

Arriving in the main entrance of Castle Doom, Anita sighed to herself, as her earlier thoughts, only strengthened by her previous actions, returned in full force. '_I should just go to bed…_'

"_Anita._"

Anita's eyes went wide as she saw her father standing to her side. Quickly, she bowed. "F-Father, I…"

Doom calmly raised his hand, asking for silence. "_My child, earlier today I was not fair to you,_" he stated. "_I allowed the grief I feel this time of year to colour my mood, and for that, I must apologize._"

Anita smiled weakly. "You are under a great deal of strain, Papa; a small slip is understandable."

"_Perhaps,_" Doom said, "_but you cannot understand a pain you know nothing of, my child._" He sighed quietly to himself. "_Come; it is time that you learn of someone you likely __**should**__ have learned of, long ago._" With that, he strode further into the castle, leaving Anita to hurry after him.

As Anita followed her father, her eyes went wide as she saw him head towards his private study. "P-Papa…you told me never to…"

"_The necessity of that order has passed, Anita; you may consider it rescinded. Come._" As her father opened the door, Anita gulped, as she followed him inside.

The light from the fireplace only dimly illuminated the chamber, prompting Doom to ignite the wall-mounted torches with a gesture; at first glance, the room seemed to be nothing more than a simple study, with two large bookcases, and a single chair by the fireplace…with a large, covered painting hung above it.

"_My father was a hard man, Anita._"

Her father's voice, unnaturally soft, drew Anita's gaze to him, as Doom approached the fireplace. "_His lessons and his discipline were far harsher than anything I ever gave,_" he continued. "_At first, I despised him…until I, too, began to understand the necessity of his actions; my father wished me to learn of my heritage, and to understand what my destiny was to be. When he passed away, I took the first steps to achieve it; I traveled to Latveria, then in the mired grip of a corrupt monarchy, and waged guerrilla warfare against the king's regime._"

Anita was somewhat surprised to hear that…but not startled by the swell of pride she felt at the thought of her father's heroic exploits; still, it didn't explain what he spoke of. "That is very interesting, Father…but I still do not see…"

"_Hush, my child; you will understand, soon._" By then, Doom was standing by the painting, and was gazing up at it. "_Though my efforts were growing more successful by the day, I was but a young man, foolish and headstrong; I thought that I had all possibilities taken into account…but I was woefully mistaken._"

"What happened?" Anita asked. Her father did not reply; he merely grasped the covering of the painting, and pulled it away…revealing a painting of a beautiful young woman, clad in a lovely, wine-coloured gown, smiling radiantly. To have called her long hair simply _auburn_ was an insult; in actuality, her silky tresses were a union of rose-red and deep chestnut, framing her creamy-skinned, heart-shaped face. Her eyes were a rich honeyed colour, her lips a vibrant ruby-red, her gown fitting _just_ closely enough to reveal slender but substantial curves.

She was absolutely _lovely._

"She's _beautiful,_" Anita marveled. "Who is she?"

"_She…she was the woman who should have been your mother,_" Doom whispered. "_Her name…her name was Valeria._"

Anita's eyes went wide, as she understood completely. Her father had _clearly_ loved this Valeria…and from his tone, he loved her still.

"_To this day, I cannot describe what I felt when I first saw her; I was but a lad of seventeen, utterly ignorant to matters of the heart,_" Doom whispered. "_Anita…this photo does __**not**__ do her justice; it falls painfully short of capturing her beauty and her charm. Her smile could warm the coldest day…and when she cried…_" he paused, taking a breath, "_…when she cried, the heavens wept __**with**__ her._"

Anita suppressed a soft smile, as she started to understand how her father had felt about Valeria; he must have been deeply, _madly_ in love with her. "She sounds wonderful…"

"_She most certainly was,_" Doom agreed, "_and yet, for reasons I cannot understand…she chose me._"

Anita wanted to cheer as she heard that…but her joy started to wane at her Papa's next words.

"_It was the day before Christmas Eve, one year after we met,_" Doom continued. "_I had just returned from a raid against a government supply depot, one which had nearly gone wrong. Until then, Valeria had quietly supported my cause…but after that, she could stand it no longer, and begged me to give it up; initially, I was torn…but I made my decision…and decided to run away with her. I had been offered a scholarship to the Baxter Building in New York, to further my studies; I chose to take it…and take my beloved Valeria with me. For her, I would have gladly left my father's dreams and plans behind; Valeria was all I ever wanted. That very night, I asked her to run away with me…and she accepted._"

"That sounds wonderful, Papa," Anita whispered. "What happened?"

Doom sagged back into his chair. "_In her joy, Valeria told her mother of her plans,_" he whispered. "_Oh, my Valeria…if only she had been worthy of your trust…_"

Anita gasped. "She…she _didn't..!_"

Doom nodded lifelessly. "_When Christmas Eve came, we were ready to leave…but a platoon of government troops, tipped off by an informant, attacked my humble home; Valeria and I managed to escape…but in doing so, Valeria was mortally wounded._"

Anita gasped. "_No…_"

"_At 12:01 AM, Christmas Day…Valeria died in my arms,_" Doom finished. "_Part of me wants to believe she is in a better place, where she can be young and happy forever…but the scientist in me knows better._"

Anita felt tears start to stream down her face. "P-Papa…"

"_For weeks after her death, I almost lost the will to live,_" Doom said. "_I still do not understand how, but I gradually realized that Valeria would want me to continue on…and so I did. I studied in the Baxter Building alongside that poor dolt Richards, and later took control of my father's company and holdings…before I drove the corrupt Latverian monarch from his throne. The rest, as the saying goes, is history._"

Meeting his daughter's gaze, he finished, "_Forgive me for being absent in your Christmas joy, my child…for this holiday holds no joy for me._"

Anita was crying now, as she strode over and _hugged_ her father. "Oh, Papa…I'm so _sorry,_" she whimpered. "I had no idea…"

Doom was silent for a moment…before he gently returned the hug. "_Thank you, Anita._"

Anita smiled weakly, but moved back from her father, as a question began tugging at her thoughts. "P-Papa," she began, "if…if Valeria had lived…would…would she have approved of..?"

Her father, seemingly following her thoughts, softly chuckled. "_Oh, my sweet child,_" he assured her, gently tracing the side of her face with his fingertip, "_she would have loved you to __**death.**_" His hand moved back. "_The very day I found you – the exact __**moment**__ I saw you – I knew that, if I did not take you with me, had she still been there, Valeria would __**never**__ have forgiven me._"

Anita softly smiled. "Would you…tell me more about her?"

Her father was silent for a moment…and then chuckled. "_Of course._" Anita smiled, before sitting cross-legged at her father's feet, listening as he began to speak of his lost love…while she reminded herself that she was her father's daughter.

And that would never change.

XXXXXXXX

_Xavier Institute_

By the time Superman, after changing back into his uniform, had returned to the Institute, the faintest traces of dawn were creeping into the horizon; as he glided towards his window, he couldn't help but smile to himself.

Operation: Silent Night had been a success; they'd reached every drop-point they'd been aiming for, and _more._ As he listened, Superman's smile grew as he began picking up an increase in exclamations of joy on the airwaves.

If he couldn't always save people from sorrow, at _least_ he and the League were able to bring a little joy back into people's lives.

Flying towards his window, Superman quietly lifted it up, and floated in, closing it behind him; hopefully, he hadn't woken anyone…

"I trust you had a productive evening?"

Turning, Superman smiled as he saw Alison, in her bathrobe, lying on his bed, her arms folded, a knowing smile on her face. "You could say that."

Alison chuckled. "I'm glad to hear it…Clark _Kringle._"

Superman had just started to remove his uniform; he'd just removed his uniform shirt and belt when he'd heard her. "_What??_"

Alison laughed. "Oh, don't even _try_ to deny it, Clark! I _saw_ you!" she exclaimed. "You were over one of New York City's orphanages; I'm pretty sure the _real_ Santa can't fly…without reindeer, that is."

Clark was momentarily silent…before he chuckled. "I suppose I should have known better than to think I could put one over on you."

Alison smiled back. "_I_ should have known that you'd do something like this," she cooed. "Playing Santa Claus to needy kids? How adorable _are_ you?"

Clark chuckled, sheepishly scratching his head. "Well, we all just figured that, since it was Christmas, we should do something to help." His smile became a bit forced. "After the past week, we _had_ to do _something_."

Alison shook her head. "You're _still_ dwelling on that."

Clark sighed. "A little."

Chuckling, Alison reached under the pillow. "I _figured_ you'd still be on this," she said, "so I got you something I think will help." With that, she took out a large scrapbook, motioning him to sit down next to her. "Merry Christmas, baby."

Grinning, Clark gladly obliged her, looping a loverly arm around her shoulders. "Merry Christmas, _taushi,_" he replied.

Alison smiled happily. "Open it," she urged. Taking the scrapbook in his hands, Clark opened it…

_Justice League Averts Ecological Disaster!_

_Man of Tomorrow Stops Nuclear Meltdown!_

_Superman Speaks: A Bugle Exclusive with the Man of Steel!_

Clark's eyes went wide with surprise as he glanced the newspaper articles pasted in the scrapbook. "Ali..?"

"Keep going."

Continuing to leaf through the book, Clark eventually came to one of the _first_ articles about him; specifically, the very _first_ article that had called him "Superman" – the one that Professor Xavier had shown him, the day that Kurt had arrived at the Institute. Clark chuckled. "_Wow_, now _this_ takes me back!"

"Keep going."

Confused, Clark did so…and found _more_ articles. These weren't about Superman…but they _were_ about him; rather, they were about his exploits in Smallville, both alone and with the rest of his childhood pals. Finally, he came to the very _first_ article written about him, complete with a blurry photo of _something_ in the air, along with an unforgettable headline.

_Heroic Aliens: Burglary Foiled by UFO?_

"I kinda had to get your Mom's help with some of those last articles."

Skimming through the collection once more, Clark looked to his girlfriend. "Ali…I…I don't know what to say…"

Alison lightly smiled. "Clark, last week you said that you weren't sure if you made a difference," she cooed. "I just wanted to _show_ you that you _have_; just look at what you've accomplished, Clark! Look at all the lives you've saved, both as Superman and as yourself, back in Smallville; look at the lives you've touched, Clark! You make people _better_; if it wasn't for you, there probably wouldn't even _be_ a Justice League! Without you, mutants likely wouldn't even _have_ a home nation!" She smiled radiantly. "You've made an _incredible_ difference, Clark," her smile turned playful as she rapped her knuckles against his forehead, "and so help me, if you _ever_ say otherwise, I _will_ kick you in that thick head of yours."

Clark was silent for a moment…and then smiled warmly, before enfolding Alison in a warm hug. "Ali…_thank_ you," he whispered. Chuckling, he added, "That reminds me; I have a little something for _you._" With that, he darted to his closet, took out a fair-sized parcel wrapped in silver paper, and darted back, handing it to her. "Merry Christmas, _Alia._"

Alison smiled warmly as she embraced him. "Oh, _thank_ you, Clarkie!" she exclaimed, before unwrapping it…to find a fair-sized white crystalline disc, consisting of an outer ring encircling a smaller disc. Alison's smile became confused. "Um…what is it?"

Clark just grinned. "Open the outer ring at the top."

Still perplexed, Alison found a tiny gap at the top-most section of the ring, and pushed outwards; instantly, the ring opened up, expanding into a harp-like structure…except that, instead of strings, it was threaded by a continuously-shifting aura of rainbow light. Alison gasped. "It's _beautiful…_"

Clark smiled. "It's called a _Kri'Nura_, which roughly translates as '_Harmonious Spectrum_'." With that, he glided his fingertip along the aura, from the lower red to the middle green section, producing a low tone, which stretched to a higher one.

Alison's eyes went wide. "It's an _instrument?_"

Clark nodded. "While human music consists of point-like notes, Kryptonian music makes use of continuous _tones,_" he explained, before gesturing to the outer frame of the instrument, guiding Alison's hands to several indentations in the frame. "These enable you to set several tones at once, and modulate them as you like; I can show you the specifics later, if you like." His smile turned sheepish. "Beyond showing you the mechanics, I can't help, as I've never really gotten the hang of the _Kri'Nura_; sure, I can play the tones…but I just can't make _music._" His smile grew warmer. "Not like _you_ can, _taushi._"

Alison put a hand to her mouth, as her eyes grew misty. "Oh, Clarkie…it's _wonderful!_ _Thank_ you!" she exclaimed, hugging him. "You give the _best_ Christmas presents…"

"Actually, it's not _really_ a Christmas present, Ali; I was planning on giving _everyone_ here all one _big_ gift, tomorrow," Clark corrected. "_This_ is an _anniversary_ gift." His smile grew. "After all, it was _exactly_ one year ago that we told each other we loved each other."

Alison's eyes went wide, before she smiled happily, as she started to _sparkle._ "You _remembered._"

Clark nodded. "I never _forgot_, _Alia._"

"Neither did I," Alison replied, smiling as she closed her new instrument. "I still remember what I told you," she chuckled, "'_I love Superman because he's Clark Kent._'" Her smile grew, as did her glow. "And I always _will._" Her smile then turned sheepish. "I just wish I could have gotten _you_ something else…"

Laughing, Clark simply held her close, kissing her as he slipped off her robe. "Ali, _you're_ the only gift I could _ever_ want." With that, he once more snared her lips with his own, gently leaning her down onto the bed.

Utterly lost in their kiss, Alison let out a blissful moan, her eyes closed in utter contentment…before she smiled, gently pulling away, to Clark's confusion. "Ali?" he whispered. "Are you okay?"

Alison lightly giggled, giving him a sweet peck on the cheek. "Clark, I am _more_ than okay," she cooed, "but, as much as I would absolutely _love_ to fool around, right now, I don't think we _should_; you see, it's a couple of hours before sunrise."

Clark blinked. "Okay…"

Alison giggled. "What that _means_, baby, is that, in the next few minutes, Jenny's going to start knocking on people's doors, and I'd _rather_ not have her walk in on us in a compromising position." Her smile turned mischievous. "Now, if you're willing to give her 'the Talk,' that's a _different_ matter…"

"I can wait."

Alison smiled. "Smart man." With that, the two simply slid under the blankets, content to simply cuddle together…

…for a few minutes, at least.

XXXXXXXX

_Gluurplox's Eat-'n-Sleep, December 25_

When John came to, the first thing he noticed was that he had a _terminal_ hangover. '_Ugh…I am __**never**__ going drinking with Hol, again…_'

Looking around, he saw that he was lying in bed in a fairly pleasant-looking room; more specifically, he was lying in bed _naked…_with someone lying next to him.

As flashes of the night before started to come back to him, John groaned to himself. '_Oh, God…scratch that, I am __**never**__ going drinking again, __**period…**_'

Glancing over to the other side of the bed, half-expecting to see some inhuman female, he was relieved to see a creamy-skinned humanoid female facing away from him, still asleep; from what he could tell, she had fairly long, red hair, and a nice figure.

Well, it was nice to know that, drunk or otherwise, he had _some_ standards. Smiling to himself, John chuckled as he half-recalled a passionate tryst, involving several religious exhortations from _both_ parties involved.

'_Not bad, Marine,_' he thought, '_but now, you've got to suit up, politely explain the situation to this lady, part amiably, and find Shayera before she takes her mace to your skull._' With that, John started to lift the sheets from him, revealing…

…_feathers??_

His eyes wide with shock, John almost did a double-take as he spotted a pair of down-soft, white-feathered _wings_ extending from the female's back…which would mean..!

At that very moment, John's bed-mate chose _that_ moment to roll over, her eyes opening sleepily…and then widened, as Shayera Hol, as naked as the day she'd been born, came face-to-face with John Stewart, _equally_ nude.

John stared at Shayera.

Shayera stared at John.

Neither of them spoke for a good two minutes…before _both_ of their brains came to the _exact_ same conclusion at the _exact_ same time.

"_AAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHH!!!!_"

XXXXXXXX

_Dane residence_

"Wanda! Telephone!"

Hearing Mrs. Dane's call, Wanda promptly got up from the dinner-table and answered it. "Hello?"

"_Hey, Merry Christmas, Cuddlebumps!_"

Wanda couldn't help but smile as she heard Todd's voice. "Merry Christmas, Todd!" she replied. "What are you up to?"

"_Oh, not much; me an' Fred are just sittin' down to watch the tube,_" Todd answered. "_You?_"

"We're just sitting down to dinner; Mrs. Dane made Lorna and I a nice meal," Wanda answered, her smile wavering. "I feel kinda bad just telling you about it…"

"_Now, you listen here, Wanda; __**no**__ frowns on Christmas!_" Todd quipped. "_Seriously, though, don't you worry about the two of us; we're doin' okay._" Chuckling, he added, "_Did you like that present I sent you before you left?_"

Wanda's smile grew as she recalled Todd's gift: a comprehensive book on the Tarot and palmistry, as well as the bouquet. "I _loved_ it, Todd," she said, "and the flowers were beautiful, too."

"_Huh??_" Todd asked. "_What flowers?_"

Wanda laughed. "Oh, like you don't know, you romantic little wart!" she teased. "You had a bouquet of roses delivered to Mrs. Dane's house!"

"_Wanda…I never sent you any roses,_" Todd murmured. "_I mean, I would've __**liked**__ to, but I didn't know Lorna's address; plus, I ain't exactly got the kind of scratch to place an order that long-distance, y'know? Sorry._"

"Oh. Well, that's okay, Todd," Wanda answered. "Anyway, I guess I should go; I'll see you soon, okay?"

"_Okay, Snookums. See ya!_" With that, Wanda hung up.

As Wanda walked back to the dinner-table, Lorna noticed her perplexed expression. "Everything okay?"

Wanda blinked. "Todd didn't send me the flowers."

"Oh?" Mrs. Dane asked. "Well, whoever sent them, it was a lovely thought; I think that particular breed of rose is called…the Scarlet Carson…"

Wanda nodded. "I know; it's my mother's favourite flower," she confirmed. "I just thought that Todd sent them because he was the only one I told about them; the only other one who knows that is my…"

Her eyes went wide as it hit her.

"I…I need to step out for a minute!" Wanda exclaimed. "I'll be right back, I promise!" Before anyone could object, Wanda quickly grabbed her coat, and bolted out the door.

She had just barely reached the playground across the street when she felt a breeze behind her; normally, she would have assumed it was Clark…but not _this_ time. "Hello, Pietro."

As she turned around, Wanda's eyes narrowed by reflex as she saw her twin standing there, in his uniform, smiling nervously. "Hey, sis," he said. "I'm guessing you got the roses I sent you."

Wanda nodded curtly. "At first, I thought they were from Todd, since I told him they were Mom's favourite."

"Yeah, I know; Mr. Maximoff got them for her, all the time…"

"'_Mr. Maximoff??_'" Wanda repeated incredulously. "He was more of a father to _both_ of us than Magneto _ever_ was, and _that's_ how you think of him?!"

Pietro grimaced. "Look, Wanda, don't get me wrong; I _do_ love him, and our Mom…but Dad's our father…"

"Oh, really?" Wanda asked archly. "Forgive me if I have trouble seeing him in that light; maybe _that's_ why he tossed me in an asylum!"

Pietro quickly raised his hands in a pacifying gesture. "Hey, I'm not here to fight, okay?"

Wanda managed to calm herself. "Then why _are_ you here?"

Pietro managed a smile. "I'm here because…because I want us to be a family, again."

Wanda folded her arms. "You're _kidding,_" she said flatly. "Did Magneto put you up to this?"

Pietro's eyes narrowed. "_No_, Wanda; Father has _no_ idea I'm even _here,_" he replied. "You want proof? _Fine!_ Consider this my Christmas gift!" With that, he spread his arms wide. "_Here_, Wanda: one free shot! Swear to God, I won't move a _muscle_, as long as you agree to at least _talk_ about it, afterwards!"

Wanda was _sorely_ tempted to take him up on his offer…but the Wanda that would have enjoyed doing that was long gone. "Say I believe you," she muttered, "are we supposed to just be buddy-buddy again, just like that? With everything forgiven and forgotten? Because if _that's_ what you expect..!"

"_No_, Wanda," Pietro replied. "I just want us to _try_, again." He lightly smiled. "I just miss my sister, that's all; can't we just _try?_"

Wanda was silent for a moment, before she turned around. "I'll think about it."

Pietro's smile grew a bit. "Okay." Grinning mischievously, he darted towards her, giving her a brotherly peck on the cheek. "Happy Holidays, sis."

And with that, he was gone.

Groaning to herself, Wanda started to head back to the Dane residence. '_Why do I feel like I'm going to regret this?_'

XXXXXXXX

_101__st__ Street Homeless Center, New York City_

The air at the 101st Homeless Center was filled with laughter as the children happily played with their new toys, left to them overnight by an unknown patron…which the children absolutely _insisted_ had been Santa Claus. Every single child was overjoyed by their Christmas surprise…save one.

Alone in the second floor, Clarissa simply sat on the edge of her bed, not bothering to go downstairs; she didn't feel like celebrating, not anymore.

Maybe not _ever._

"Clarissa?"

Clarissa barely responded as Mr. Montgomery poked his head through the open doorway. "There's someone here to see you, dear." Clarissa just shrugged; not bothering to look up…until her visitor zipped into the room, sitting down next to her.

"Hi, Clarissa."

Glancing up, Clarissa felt her eyes slightly widen in surprise as she saw the Flash sitting next to her, with a simple brown backpack over his shoulder, giving her a friendly smile. "How are you?" he asked.

Clarissa just shrugged.

Flash's smile turned sheepish. "I'm guessing you know a guy named Wally, right? He said he was going to get you a Ballerina Barbie?" Clarissa nodded. "Well, I bumped into him, just a while ago; he said he was running late, so he asked me to take his present to you, instead." With that, he reached into his backpack, rummaging around until he took out a small parcel. "Here you go, sweetie."

Curious, Clarissa opened the package…to find some kind of crystal. "This isn't a Ballerina Barbie."

"That's what _I_ said," Flash agreed, "but Wally told me that this was _better_; a friend of his actually _made_ it, jutst for you. Go ahead; just wave your hand over it." Confused, Clarissa did so.

The very _second_ she had, the crystal came to life, as the _real_ Barbie magically appeared above the crystal, before she started to dance, even _more_ gracefully than Clarissa had dared to dream of. "She…she's _real…_"

"You _bet_ she is," Flash said. "And she's just for _you_, Clarissa."

Clarissa was silent for a moment…before she deactivated the crystal, and gave Flash a hug. "_Thank you,_" she whispered. "Thank you for the present…and…" she sniffled, "…and for trying to save my Mommy and Daddy."

Flash was momentarily surprised…before he returned the hug. "Oh, you're _very_ welcome, sweetie," he replied. "Merry Christmas." Slowly, he extricated himself from the hug, before he darted off.

Alone again, Clarissa simply stared at her gift…and then smiled, stuffing it under her pillow, before heading downstairs, to join her friends.

XXXXXXXX

_Xavier Institute_

"Well, I must say, this has been quite the eventful day."

As they sat in front of the fireplace in the living room, Charles, Martha, Bridget, Mike, Alexander, and Rebecca could only nod in agreement with Alfred's understatement. Thanks to Alison's cousin, the day had started _much_ earlier than normal, but had gone quite well, nonetheless; by the time gifts had been exchanged, it was almost noon, prompting Martha and Alfred, after recruiting Clark and several of the others for assistance, to begin preparing to serve dinner, to the delight of the entire student body…and now, after the dishes had been cleared, and everything had settled, the older residents of the Institute could enjoy a brief respite, as evening fell.

Martha chuckled. "It's been an eventful _year,_" she corrected. "I almost shudder to think what 2009 will bring!"

Charles smiled. "I'm rather curious as to what your son is planning, Martha," he replied. "Seeing as he left to head north, it should certainly be something."

Bridget chuckled. "Knowing that boy, it'll be a sight to see."

"Amen to that," Mike agreed.

Alexander and Rebecca looked somewhat confused. "Professor?" Alexander asked. "What exactly are you talking about?"

Charles smiled knowingly. "Mr. Pryde, although Superman may be a student here, his control over his abilities was self-taught; he's simply making a brief visit to his previous home, before coming here."

Rebecca blinked. "Where exactly did he live, before coming here?"

Martha sighed. "My son calls it the last outpost of his people," she said, "but from what I can gather, it sounds more like a _mausoleum_; to be sure, it has its uses, but I, for one, am glad that he doesn't spend any more time in that lonely place than he needs to."

Alfred nodded. "Solitude certainly can weigh heavily on one's soul, if taken to excess," he softly agreed.

Lightly smiling, Martha turned to Alfred. "Did I overhear you take a call from Mr. Wayne, this afternoon, Alfred?" she asked. "I hope he's well."

"Oh, quite well, Martha," Alfred answered. "Master Bruce had called to wish all of us a Merry Christmas, and that he'd been persuaded to take the day off."

Martha chuckled. "Well, that's nice to hear."

Alfred looked a bit embarrassed. "Master Bruce also inquired as to how I planned to spend my Christmas bonus," he confessed. "Honestly, I had planned to take in a bit of the New York opera…but it's not something that one attends alone…" He took a deep breath. "I was wondering if…well…if you would do me the honor of accompanying me."

Martha smiled. "Why, Mr. Pennyworth…are you trying to ask me out?"

Alfred coughed, quickly averting his gaze. "You are right, madam; that was terribly forward of me. Please, forgive my brazen…"

"I'd be happy to."

Alfred stopped in mid-self-reprimand. "Pardon me?"

Martha chuckled. "I'd love to go to the opera with you."

Alfred smiled at that. "Well…splendid, then!" he exclaimed. "The opera usually doesn't begin production until early March; I'll make sure to contact you later with the details…"

Suddenly, a sonic boom shook the air, interrupting Alfred, causing Martha to chuckle. "Well, it looks like my son's back," she said.

Charles nodded. "We had best see what he has planned." With that, they, along with everyone else, quickly donned their winter gear and headed outside.

They found Clark in the back yard just as he was touching down, holding a palm-sized, spherical, crystalline device. "I'm sure you were all wondering why I never gave out individual gifts, this year," he chuckled. "In my defence, the League and I have been a bit busier than usual, these past few weeks, which doesn't leave much time for shopping."

Everyone lightly chuckled at that. "To be honest, though," Clark confessed, "I had absolutely no _idea_ what I could give you all…until I happened to pass through the Arctic Circle, one night."

The students all looked to each other in confusion. "You want to run that by us again, Big Blue?" Ron asked.

Tinya nodded. "Yeah, Kal; what's in the Arctic Circle?"

"_Caution,_" Mark reported, "_I am detecting rising levels of electromagnetic activity emanating from that unit._"

"That's right, Mark," Clark replied. "It takes a few minutes for this little baby to get up to full field-strength."

"An _electromagnet??_" Kitty said. "Uh…no offence, Kal…"

"I must have seen them about a half-dozen times, these past few years, but it just never occurred to me, until then," Clark continued. "They only appear when a gust of solar wind hits Earth's magnetic field…but I think we can speed the process along."

As he spoke, the crystal sphere began to glow brighter…and _brighter_, before it started to collapse in on itself, becoming a mass of gleaming charged particles; at once, Clark _threw_ the charged mass high into the sky, where its magnetic field expanded, unleashing the gathered ions in a starburst of colour.

_The Northern Lights._

As the corona of rainbow light shone across the night sky, the inhabitants of the Institute, along with their guests, were utterly silent. Clark smiled. "I'm afraid it's only temporary; the field will dissipate by morning," he explained.

"It's wonderful, Kal," Charles said, smiling. "It's…_breathtaking._"

Martha nodded, as he moved towards him, to hug her son. "It most certainly _is_, honey," she whispered. "Bless your heart."

Clark just grinned, as he returned the hug. "Merry Christmas, everyone," he said. With that, he turned to the sky, content to simply gaze at the Northern Lights with the others, as the Kryptonian-made aurora shone out across all of Bayville, illuminating the night…making it a Christmas that _all_ would remember.

XXXXXXXX

_Author's Note: Okay. I admit it; this time between updates is getting ridiculous. I have no idea why it is taking me so long to get chapters done, but I'd be a total doofus if I didn't see that one chapter a month is inexcusable. I know I've said this before, but I am going to try to cut that time down; you, my readers, and this site all deserve better._

_On a side note, kudos to slickboy444 for his suggestion of my version of Madelyn Pryor! Thanks! Happy Holidays, everyone!_

_Coming Soon:_

_As our heroes visit some old friends, a new foe sets his sights on Earth…and he's gunning for the Man of Steel._

_But as our favorite Kryptonian meets this challenger, both sides are flipped upside-down, as a galactic double-cross puts all of Earth at risk._

_Can our heroes rescue their friends?_

_Find out, in "Worlds of War," coming to your computer soon…_


	19. Worlds of War

CHAPTER EIGHTEEN: WORLDS OF WAR

_Deep Space, January 2, 2009_

Silence reigned in the dark of space, just beyond the edges of Neptune's orbit; all was quiet at the edge of the system, with the blue planet Earth nothing more than a small dot on the horizon…

Suddenly, the silence was broken by a ripple in space, followed by the trademark flash of light of a step-through generator activating, instantly causing the fabric of space-time to fold in on itself, connecting Earth's system with another for but a moment – just long enough for a ship to come through – before snapping back, severing the connection, leaving the traveling ship in _this_ system.

It was not a massive heavy cruiser that had traversed the vast gap of space. It was not a medium-class cargo ship, or even a small commercial vessel…but a single, one-man craft, shaped like an Earth-style "chopper" motorcycle, consisting of nothing more than an engine, a step-through drive, several weapons compartments, and a nav-computer, without even the most basic life-support systems.

Taking a deep breath, Lobo grinned to himself as he felt the chill of vacuum fill his lungs. '_Fraggit, I love this job!_'

Glancing to his nav-computer, Lobo promptly started calibrating his hog's systems for the next jump, which would take him close enough to Earth to make the rest of the distance on impulse power, which would also let him start scanning for that Kryptonian fanboy.

He'd _really_ lucked out when he'd run across that bounty, and if that Kree Accuser was _serious_ about him setting his own price, then he'd be set for _life_…so to speak. '_Ol' Rone must __**really**__ want that fragger dead,_' Lobo thought to himself, before shrugging. '_Eh, no skin off my back. So the last Kryptonian gets offed. Big deal; we __**all**__ gotta go, sooner or later._'

That thought made him laugh.

By then, the nav-computer had calculated his next jump; punching in the coordinates, Lobo powered up his hog's generator, and jumped, vanishing in a flash of light.

'_Brace yerself, fanboy, 'cause the Main Man's comin' for ya…_'

XXXXXXXX

_Lunar surface_

"You're _sure_ about this?"

As he piloted the _Argo_ across the dark side of the moon, Superman, clad in his nano-suit, chuckled as he looked to Green Lantern. "I'm positive, John; the message came from Black Bolt himself," he assured his comrade, before chuckling, "translated by Medusa, of course."

Green Lantern frowned to himself. "I'm sorry, but I suppose I'm just a touch jumpy about meeting with a secret offshoot of humanity holed up in a lunar city built using salvaged Kree tech who have never tried to contact the _rest_ of us in the centuries since they built it."

"John, they live up here because they _have_ to; they're even _more_ sensitive to pollution than most humans are," Superman gently admonished. "After they heard about Councillor Wazzo's visit to Earth, they may have decided to open diplomatic relations with the rest of humanity."

John folded his arms. "Maybe, but it still worries me."

Superman arched an eyebrow. "You know, ever since you and Shayera got back, I have to say, you've both been kinda…"

"_Drop_ it, Boy Scout."

Superman's eyes went wide. "Okay, okay," he said placatingly.

Within minutes, the _Argo_ had reached the concealed lift leading down into the underground cavern that housed the city of Attilan, the home of the Inhumans; after touching down, Superman and Green Lantern both 'ported out, and stood upon the lift, which took them down, far below the lunar surface. As the lift came to a stop, they were greeted by two guards in armoured space-suits, who escorted them into the long tram-way that led to Attilan; as they headed down the tunnel, the cavern gradually opened, revealing the massive, gleaming, high-tech city that Black Bolt and his people called home.

Green Lantern's eyes went wide. "Whoa…"

Superman chuckled. "That was my initial reaction, too."

Before long, the tram-way came to an airlock, which led into the city itself; as soon as they exited the airlock, the two guards led them to Attilan's Council Building, where the Council of Attilan was waiting for them. "You ready?" Superman asked.

Green Lantern shrugged. "Hey, they _can't_ be any worse than _human_ diplomats," he quipped. With that, they headed inside.

Within the vast Council Chamber, the entire Council of Attilan had assembled; even with all his experiences with different alien races, Green Lantern was somewhat surprised at the vast cornucopia of beings that filled the Council's seats. As the two of them walked into the center of the Chamber, Superman bowed to the three seated Inhumans occupying the head seats: one was a tall, stately man, clad in a full black bodysuit, his face covered by a black cowl with a three-pronged silver crest at its forehead; to his right was a fairly tall woman of elegant frame, with long ruby hair reaching to her ankles, and brilliant green eyes, clad in a dark violet bodysuit beneath a sheer, light-blue, gown-like garment. To the man's left was a younger woman, in her late teens, with fairly long, golden hair, and green eyes, clad in a golden yellow bodysuit.

The man was Black Bolt, the ruler of Attilan; the older lady, his wife, Medusa; and the teenaged woman was Medusa's younger sister, Crystal.

Seeing them, Black Bolt nodded politely, as his hands made several gestures, which Medusa promptly translated with a smile. "My Lord Black Bolt and I wish you welcome, Kal-El of Krypton," she said, "and you as well, Green Lantern Corpsman."

Superman bowed. "We are honoured to be here, Your Majesties," he replied. "We only hope that we can be of assistance in helping you resolve the issue you spoke of in your transmission…"

Black Bolt quickly gestured. "My Lord and I must apologize for misleading you, Kal-El," Medusa translated. "At the time, the issue of whether or not Attilan will pursue diplomatic relations with Earth was still in contention; since then, however, there has been further discussion, and the decision has been made."

Green Lantern arched an eyebrow. "May we ask what that decision was?"

Crystal smiled. "It has been decided that Attilan and her people have isolated themselves for far too long."

At that, the fish-like Councilman – Triton, Superman recalled – grimaced. "I mean no disrespect, my Lord Black Bolt, but I _must_ protest this decision!"

Black Bolt gestured. "My Lord and I have heard your objections, Councilman Triton," Medusa translated. "We value your opinion, but in this instance, we disagree, as do others."

"Ladyship, pursuing relations with the humans will only lead to _ruin_ for our people!" Triton insisted. "Consider our past contact with Fury and his organization; that _alone_ would convince _any_ Inhuman of the folly of dealing with the Earth-bound! Furthermore, look at how Kal-El's comrades – the X-Men – and their fellow mutants are viewed by much of humanity! Are _these_ the people we seek contact with..?"

"Councilman, since you are aware of Earth's current views towards mutants, you must _also_ be aware of the fact that such views are _changing,_" Superman reasoned. "True, those that cling to such beliefs are loud in their protests, but if you listen, you will not hear very many shouting with them."

Green Lantern nodded. "As for your dealing with General Fury, perhaps that is _another_ reason why you _should_ contact the rest of Earth," he agreed. "If he gives you trouble, on occasion, maybe you'll have better luck from _another_ Earth organization."

"And if we pursue relations with Earth, what of the Ambassador we will inevitably need to send?" another Councilman asked. "Prolonged exposure to that planet's polluted atmosphere is _deadly_ to us! It will be _murder..!_"

"Councilman, I am sure that Earth's United Nations would be glad to accommodate your Ambassador by providing suitable living conditions," Superman replied. "Furthermore, there already exists a heightened awareness of the status of Earth's environment; once it becomes public knowledge of your people's susceptibility to it – to the point where you had to leave or face extinction – it will only provide an even _greater_ motivation to undo the damage done."

The entire Council was silent at that, as Black Bolt made several gestures. "The Council is grateful for your logic, Kal-El, Corpsman," Medusa translated. "Councilmen, the fact remains that the decision has been made; my Lord Black Bolt and I still intend to travel to Earth to open relations with her people."

A tattooed Councilman – Karnak – gulped. "Ladyship…is that wise?" he inquired. "Surely, another of us could…"

Black Bolt gestured firmly. "My Lord will ask nothing of his people that he will not do himself," Medusa agreed, "nor will I. Our decision is final," she glanced to Superman and Green Lantern, "provided our friends are willing to assist us, of course."

Superman chuckled. "Your Majesties, we would be _honoured._" At that, Black Bolt nodded, before waving his hand, signaling the end of Council.

Within a half-hour, Black Bolt and Medusa had donned space-suits, and were accompanying Superman and Green Lantern back through the tram-way, heading to the elevator...along with several guards. "We've already radioed the Watchtower, our orbital headquarters," Superman explained. "They'll contact the United Nations, and inform them of your petition to join; from there, they'll likely want to meet with you. In the meantime, you're more than welcome to visit the Institute."

Medusa smiled. "Your offer is most kind," she replied. "I, for one, am curious about this 'Institute' you speak of."

Black Bolt nodded, as his hands sketched the air…but before Medusa could translate, Superman chuckled. "I'm sure Professor Xavier will be glad to meet you, as well, Your Majesty."

Both Black Bolt and Medusa's eyes went wide. "You…you understood that??" Medusa asked.

Superman looked sheepish. "Well, I understood the gestures for 'meeting,' 'interest,' and 'teacher,' along with the improvised one for 'Xavier'." He paused. "Was I wrong?"

Medusa shook her head. "N-No, you understood the basic meaning," she replied. "It's just…I never thought you would grasp it so _fast…_"

Green Lantern arched an eyebrow. "Did I miss something?"

"You were aware that, over the past few months, Attilan has been in sporadic contact with us, correct?" Superman asked. Green Lantern nodded. "Well, some time ago, in one of those transmissions, Black Bolt expressed interest in learning American Sign Language, so I sent him a file detailing ASL. In return, he sent me a file detailing the sign language he and Medusa use."

Medusa nodded. "My husband and I were merely surprised at how quickly you seem to have grasped it," she said. "It took me almost a _year_ to become _that_ proficient."

Superman softly chuckled. "What can I say? Languages are a hobby of mine."

By then, they had reached the elevator leading to the surface; within minutes, they had ascended to the moon's surface, and were heading for the _Argo…_when Superman's belt-computer started to beep. Superman promptly checked it…and frowned. "That's odd," he thought aloud.

"What is?" Green Lantern asked.

"The _Argo_'s sensors are detecting a spatial distortion consistent with step-through forming practically right on top of us," Superman replied, "but I don't see any…"

But he was cut off as a massive flash of light illuminated the black of space just ahead of them, seconds before what _looked_ like a high-tech _motorcycle_ roared through the distortion towards them. Superman and Green Lantern barely had enough time to get everyone to safety; moving at super-speed, Superman got Black Bolt and Medusa clear of the space-hog's path, while Green Lantern moved the guards clear with a ring-field, while the hog's rider guided the bike to a stop, before hopping off. Green Lantern arched an eyebrow as he looked at the rider; he looked familiar…

"Well, whaddya know!" the pale, red-eyed, black-clad rider crowed. "The last fraggin' Kryptonian left in the whole fraggin' 'verse, _right_ here! Looks like Lady Luck's _still_ got the hots for the Main Man!"

Superman arched an eyebrow behind his nano-suit's visor. "Who are you?"

The stranger just sneered. "The name's _Lobo_, fanboy," he chortled, as he reached into a compartment on his bike, pulling out a large plasma-shotgun, "and I'm the _last_ thing you're _ever_ gonna see!"

And he punctuated the sentence with a blast of plasma-energy; Lobo's shot slammed into Superman, knocking him back a good twenty feet. Green Lantern quickly fired a ring-beam, but Lobo strafed to the side, peppering Superman with more plasma-blasts; recovering quickly, Superman darted out of the way of Lobo's shots, before firing a pencil-thin eye-ray, superheating Lobo's shotgun, melting it into a puddle of slag.

Lobo was _livid._ "That cost ten-million credits, you son of a station-whore!!" he bellowed, drawing a pair of laser-pistols and opening fire; darting clear of Lobo's shots, Superman came at him, and slammed him with a punch. Lobo was momentarily knocked back, but recovered fast, countering with a savage headbutt that left Superman slightly dazed. Before Lobo could press his advantage, Green Lantern slammed him with a ring-beam, knocking him _clear_ off the moon's surface and out into space…until Lobo drew his chain, spinning it around and throwing it at Superman; grinning madly, Lobo grabbed hold of the chain, giving it a yank. Superman was dragged about ten feet, before he dug in his heels, and _pulled._

Lobo's eyes went wide as he went flying back towards Superman, who spun the chain around at breakneck speeds, before letting go, sending "the Main Man" flying, to crash into his space-hog, knocking it over. Getting back to his feet, Lobo took several stumbling steps, before shaking his head, clearing it. "_You dinged my hog, you rotten little piece of lizard-turd!!_" he exploded. "When I get _through_ with you..!!"

"You will do _nothing!_" Medusa shouted. "You are _trespassing_ upon our home, and you have _assaulted_ our guests; you will leave _immediately!!_"

Lobo just sneered. "Oh _yeah_, sweet-thing? Who's gonna _make_ me?!"

It was Black Bolt who answered him; his eyes narrowed fiercely, the ruler of Attilan calmly snapped his fingers…signalling over a _dozen_ armed guards to pop up out of the lunar soil, taking aim at Lobo.

Lobo's smirk wavered. "Oh, _frag,_" he grumbled. "Guess I'll have to catch you _later!_" With that, he drew a plasma-grenade, and lobbed it at Black Bolt's forces. His eyes widening, Superman darted towards the grenade, grabbing it and lobbing it into space, where it detonated harmlessly…while Lobo hopped onto his hog and took off, where he activated his bike's step-through drive, winking out of existence.

With their assailant gone, Superman turned to Black Bolt and Medusa. "Is everyone okay?"

Black Bolt and Medusa both nodded. "Yes, we are fine," Medusa replied, "but who _was_ that?"

"Lobo," Green Lantern answered. "He's one of the most notorious bounty-hunters and mercenaries in the known systems; over three-quarters of the Confederacy has warrants sworn out on him for too many crimes to _mention_…the _biggest_ being the destruction of his homeworld, Czarnia."

Superman's eyes went wide. "He…_destroyed_ his own _homeworld??_"

"Yep," Green Lantern replied. "And now, it looks like someone hired him to come after _you._"

Superman looked grim as he turned back to Black Bolt and Medusa. "Your Majesties, under the circumstances, perhaps it would be best if we postponed your visit to Earth…"

Black Bolt shook his head as he gestured. "My Lord is grateful for your concern for our safety," Medusa translated, "but we will not be bullied by some space-faring vagabond; we will proceed as planned."

Superman nodded. "Of course," he replied.

"In that case, we'd better keep an eye out for this guy," Green Lantern added. "I'll head back to the Tower, and program the sensors to look for step-through resonance frequencies." Superman nodded, before motioning for Black Bolt and Medusa to follow him to the _Argo_, while Green Lantern flew off, heading for the Watchtower.

XXXXXXXX

_Watchtower, Earth orbit_

After she got the report from Green Lantern, Hawkgirl felt her stomach churn uneasily as she started to adjust the Monitor Womb's sensors to scan more closely for step-through frequencies.

The thought of working so closely with John still made her feel more than a bit awkward; they had managed to keep their little…indiscretion a secret from the rest of the League, and had managed to remain courteous to each other in the time since, which Shayera was _immensely_ grateful for. She and John had a nice, professional relationship – he'd told her that he'd been in the military, like her, which meant that he could understand her like the others couldn't, no matter how much they wanted to – and she didn't want to lose that for _anything_…not even for the _best_ lay she'd _ever..!_

"Hey."

Turning, Shayera managed a smile as John walked into the Monitor Womb. "So…any sign of our pal Lobo?" John asked, smiling gently.

"None," Shayera answered, shaking her head. "I still can't believe that someone sent that…_animal_ after Kal!"

John sighed. "Well, I'm afraid it's more than likely true; after that bastard Ronan all but _broadcasted_ his existence across the Kree Empire, someone was _bound_ to find out, and we all know that Krypton wasn't without its enemies."

Shayera nodded. "Who do you think it could be?"

John shrugged. "Lobo isn't cheap; the Skrulls might have sent him…but they'd have likely ordered Kal taken alive," he thought aloud. "The Chitari might have been able to scrounge up enough cash, though…"

"Maybe," Shayera said. "The important thing is tracking that lunatic down before he can pull it off."

John nodded…before he smiled sheepishly. "So…how are you?"

"Fine," Shayera answered quickly, feeling her cheeks start to burn under her helmet, while mentally _ordering_ them to quit it. "How about you? Does Kal suspect..?"

"I don't think so," John answered. "As long as we both keep quiet, I don't think anyone will catch on."

"Right," Shayera agreed…though she _swore_ she felt her wings droop a bit.

John must have noticed. "Because we don't want to break up the team," he added quickly. "Not only that, but…we have a really _good_ working relationship, and I don't think either of us wants to mess that up for one…evening together." His eyes went wide. "N-Not that said evening was bad; far _from_ it!"

"No need to explain," Shayera said quickly. "I…I understand."

"So we're on the same page," John said. "Good."

"Good."

"Good."

Suddenly, the Watchtower's alarms started to blare. Green Lantern and Hawkgirl were instantly all business, darting to the nearest monitor. "We've got a step-through resonance above the Eastern Seaboard; looks like our boy is back," Green Lantern said.

Hawkgirl nodded. "He's heading right for the Institute; he doesn't waste any time."

Green Lantern turned to go. "I'll hail Flash and Wonder Woman and tell them to meet me en route; that bastard's a tough one…"

"John, we've got step-through!"

Shayera's call caused John to turn. "He jumped _again??_"

"No, John; this is something _else,_" Shayera said. "It appeared a few light-seconds from Earth, and it's heading this way; whatever it is, it's _way_ too big to be Lobo!"

_That_ got John's attention; darting back to his station, John quickly brought up the Tower's visual sensors…

…and _froze._ "Oh my God…"

XXXXXXXX

_Xavier Institute, a few minutes earlier_

'_Jean, Scott, please stop by my office, as soon as you can; there is something I must discuss with you._'

As soon as she heard the Professor's telepathic summons, Jean put her study-materials down, and headed out of her room, meeting Scott in the hallway. "Hey," Scott greeted.

"Hey," Jean replied. "Any idea what the Professor wants?"

"No clue," Scott said. "So, how's the studying coming?"

"Pretty good," Jean answered. "I also got a call from Taryn; she was wondering if we could start a study-group, once school starts, again."

"Sounds good," Scott agreed. "I'm sure a few of the others would be interested, since mid-terms are coming up, and universities will be looking at our year-round performance."

Jean nodded, before she smiled. "So, what university did _you_ want to attend?"

Scott chuckled. "A few have caught my eye," he answered. "How about you?"

"The same."

By then, they had reached the Professor's office; reaching for the doorknob, Jean turned it, and opened the door…where she got the surprise of her _life._

"Good morning, Jeannie; studying hard, I trust?"

Jean could only smile as she saw the irreverent grin of her Aunt, who was sitting in the chair across from the smiling Professor. "Aunt Maddie?!" she exclaimed. "What are you doing here?"

Madelyn chuckled. "Well, I _told_ you I might come visit, didn't I?"

"Well, _yes_," Jean stammered, "but I didn't think you meant _this_ soon!"

Madelyn pouted. "_Hmph_; I go to the trouble of visiting my favourite niece, and _this_ is the welcome I get. How _typical._"

Jean laughed. "Aunt Maddie, of _course_ I'm glad to see you!" she said, hugging her. "I was just surprised, that's all!"

Scott chuckled. "So, what brings you here?"

Madelyn shrugged. "Like I said, this Institute sounded interesting, so I thought I'd check it out," she answered. "Charlie here was just about to give me the grand tour."

The Professor softly chuckled. "Yes, well, there are still a few things we need to discuss," he added. "I have also heard from Superman; he, Black Bolt, and Medusa are en route. Since it will take some time to contact the UN on their behalf, perhaps you two could show them around?"

"No problem," Scott said. "I think some of X-Force are training in the Danger Room; we could suit up and start there."

"An excellent idea," the Professor agreed. "I'll leave the both of you to it." With that, Jean and Scott headed out of the office.

Within minutes, Cyclops and Phoenix had donned their uniforms and headed out to the back yard, just in time to see the _Argo_'s teleporter beam deposit Superman, Black Bolt, and Medusa onto the snow-covered lawn. As the Kryptonian Speeder flew off, heading back to the Fortress, Black Bolt and Medusa looked around, their expressions somewhat awed. "I…I had forgotten how beautiful Earth could be," Medusa said softly.

Superman smiled. "Best planet I've ever visited."

Cyclops chuckled. "Welcome to our home, Your Majesties."

Black Bolt nodded, his hands sketching numerous gestures. "My Lord and I both thank you for your hospitality," Medusa translated.

Jean's smile was a bit nervous. "We only hope that our atmosphere is as hospitable as we are."

Medusa smiled gently. "Do not worry," she assured the younger woman. "The air here is not as clean as Attilan, but it is _more_ than tolerable; for our short stay here, we should be fine…"

"_Arf arf!!_"

Medusa's voice was drowned out by Krypto's excited barks, as the Superdog barreled out of the Institute, racing towards his master. "Krypto, _heel!_" Superman cried; at once, Krypto came to a stop in front of Superman's feet, panting happily.

Medusa quietly chuckled. "I see that your pet is as irrepressable as ever," she joked.

"_I'll_ say," an apologetic-looking Alison said, as she emerged from the Institute. "Sorry, _tausha_; one minute, he was napping on my bed while I was studying, and the next…"

"No need to explain, _taushi,_" Superman answered, giving Krypto's head a scratch. "We all know that this fella can be a handful, at times."

Black Bolt gestured, prompting Medusa to translate. "Are the rest of your team here, as well?"

"Most of them," Cyclops answered. "They're all studying, although Anita and some of X-Force are in our training simulator…"

But he stopped as Krypto started to growl, his eyes glancing towards the sky. "Krypto?" Phoenix asked. "What's wrong, boy?"

Suddenly, Superman's belt communicator started to beep, prompting him to switch it on. "_Eye in the Sky…Boy Scout…come in…_" The signal was garbled by static. "_…sensors…incoming…_"

"Boy Scout here, Watchtower," Superman replied. "We didn't get all that; say again."

"…_step-through…heading…you…_"

At once, Superman looked to the sky, his eyes widening as he saw what Krypto must have been growling at…just in time to see two plasma-blasts racing towards him. "_INCOMING!!_" he shouted, before unleashing a small burst of gale-breath, blowing the others clear, as the plasma-bolts hit his chest dead-center, sending him flying, as Lobo's space-hog touched down a few feet away.

As Superman got back on his feet, Lobo grinned. "Last chance to give up, fanboy!" he sneered. "The Main Man don't quit 'till the job's _done!_" Drawing a hand-held neutron-cannon, Lobo aimed it at Superman, and added, "Why don't ya just quit, now? Uncle Lobo'll make it real quick-like…"

"No _chance_, Lobo," Superman snapped, as Krypto darted to his side, snarling, ready to attack on his master's command. "If it's a fight you want..!" But he stopped, as a massive shadow passed overhead, completely blocking out the sun. Superman absently glanced up, thinking it was just a cloud…and froze; there, hovering at the outer edges of Earth's atmosphere, was an enormous, saucer-shaped, grey-metal _monstrosity_, easily the size of Texas and Alaska _combined._

Turning to glare at Lobo, Superman was surprised to see a similar expression of incredulity on the bounty-hunter's face. "What the frag?!" Lobo cursed. "Hey, fanboy, what gives?!"

Superman met his glare. "You tell _me_, Lobo."

Growling, Lobo turned his gaze back up to the floating…_thing._ "Hey! You in that tin can!!" he roared. "If you're tryin' to muscle in on _my_ job, you can just kiss my..!"

But he got no further, as a massive red beam shone down from the thing towards them; in seconds, it engulfed Lobo, causing him to vanish, before shining on Cyclops and Black Bolt, causing them to disappear as well. As the beam – clearly a teleporter beam – moved towards Superman, a frantic Alison darted to his side, raising a light-barrier. "Kal, _move!_" Alison cried. Nodding, Superman grabbed Krypto and got him clear, as the beam hit Alison's shield; after several seconds, it started to lose polarity…before its operator increased its strength, causing it to gradually push through Alison's shield, as the young mutant strained against it with all her might…

Seeing Alison's barrier start to buckle, Superman quickly darted to her side, taking hold of her with one arm, tossing her clear…leaving a horrified Alison to watch helplessly as the beam engulfed him, transporting him away before her very eyes…

XXXXXXXX

_Undisclosed location_

The teleporter beam deposited Superman, Cyclops, Black Bolt, and Lobo onto a patch of gravel; the entire area around them was completely dark. "Everyone okay?" Superman asked.

"Ugh…yeah, I'm okay," Cyclops muttered. Next to him, Black Bolt grimaced, but nodded his agreement.

"What the fraggin' _hell?!_ Where'd my bike go?!" Lobo hollered…before he looked around, his voice lowering a couple octaves at the unfamiliar surroundings. "Where'd _I_ go?"

"_Ladies and gentlemen, it looks like we have a few new contenders!_"

The sound of an announcer echoed through the air seconds before bright lights illuminated the entire area…revealing what _looked_ like some sort of arena; high metal walls surrounded the gravel they were standing on, with numerous stands, each filled to bursting with a cornucopia of beings from around the cosmos, shouting themselves to near apoplexy. Only one seat – which stood high above all the others – was vacant, but directly below it was the announcer's stand, where the announcer – a light red, two-headed humanoid – made the announcements.

Cyclops' eyes were wide behind his visor. "Where _are_ we??"

"Certainly not Kansas," Superman quipped.

"_For those of you just joining us now, this is the 551__st__ Warworld Games, coming to you live from the Sol System,_" the announcer's left head declared. "_We've just picked up four late contestants from the planet earth below us; granted, it's an unexpected move by Gamesmaster Mongul, but knowing him, Jah-Ree, it's sure to be a blowout!_"

"_You can say __**that**__ again, Fu-Rahnk,_" the right head – Jah-Ree – agreed. "_Two of these rookies look to be ordinary humans, but the other two…Fu-Rahnk, I believe we've got both an honest-to-galaxies __**Kryptonian**__, here! __**And**__ the last __**Czarnian!**__ Gamesmaster Mongul is __**really**__ pulling out all the stops!_"

"_That he is, 'Ree…and here he is!_" Fu-Rahnk agreed. "_Ladies and gentlemen, our Gamesmaster, and Supreme Undefeated Champion, Mongul!_" At those words, a seven-foot tall, incredibly muscular, pale-yellow-skinned, black-eyed humanoid, clad in a dark violet bodysuit, with a large, black metal, gem-encrusted belt around his waist, and a large, grey-metal cranial implant encircling the back and sides of his skull, walked up to the sole empty seat, waving to the crowd as he did…which caused them to erupt in paroxysms of applause.

The humanoid – Mongul – smiled pleasantly. "Welcome, all of you!" he declared, to another wave of jubilant cheering. "Are you all ready for the greatest game of _all time?!_" More cheering answered him. "Well, then _you __**got**__ it!!_" Mongul laughed. "And for those of you watching from Earth, don't bother adjusting the channel; Warworld is transmitting the greatest show in the _universe_ from _every_ frequency, so just sit back, relax, and _enjoy!_"

His smile turned sly. "And for you Earthlings with itchy trigger-fingers, I'd advise you not to bother; your puny weapons can't harm Warworld, and those who try to harm us find out the _hard_ way what happens when you try to silence free speech…"

"Hey, you!!"

Mongul's smile faltered as Lobo's boisterous shout interrupted him. "Yeah, _you!!_" Lobo bellowed again. "What the _frag_ are you doing, feeb?! I was in the middle of a _job!!_ Who the frag do you think you are?!"

Superman groaned under his breath, putting his face in his hand. "Didn't anybody tell this guy the First Rule of Holes..?" he heard Cyclops mutter.

Mongul chuckled. "Why, I'm Mongul, friend; as Gamesmaster of Warworld, I provide citizens the galaxy over with entertainment that _no-one_ else can provide!"

"Well, ain't that nice!" Lobo sneered. "Me, I'm _Lobo_, the Main Man, and Owner and Curator of Hotel de Fragg; _I_ provide any feeb or fanboy _stupid_ enough to cross me with a _grenade_ fer lunch, and a sleep they _never_ wake up from…and lookie here!!" He drew his neutron-cannon. "It's _checkout time!!_" And with that, he fired a blast at Mongul.

Mongul's smile never wavered as the blast raced towards him…to crash against a red energy-field extending above the central ground.

The entire crowd booed. "_Oooh…that would __**definitely**__ be a foul!_" Fu-Rahnk exclaimed.

Mongul just laughed. "Well, you've definitely got _spirit,_" he said. "_Good._ Most of the combatants we pick up don't usually last long; you'll _need_ it." Sitting down in his seat, he finished, "Cuff 'em."

Almost instantly, a panel opened up in the wall, as four small metal rings darted out of it; each ring snapped around their left wrists, before extending energy strands, which linked two cuffs together: Cyclops' cuff was linked to Black Bolt's…and Superman's cuff was linked to Lobo's.

"The rules are simple," Mongul said. "Each two-man team must work together to win…for if _one_ loses, so does the _other._"

"Oh, _frag_, no!!" Lobo exploded. "I ain't workin' with this feeb!!"

Superman met Mongul's gaze. "What do you mean, 'win'? How is this 'game' played?"

Mongul chuckled cruelly. "That's _easy_," he said. "To win, all you have to do is _survive._" Raising his hands, he declared, "Patrons, place your bets…_and let the games begin!_" And with that, another teleporter beam engulfed the four combatants.

The teleporter beam deposited the four of them onto a sand dune, in the middle of what looked like a vast desert, under an alien sky…with something that made Superman's blood run _cold._ "_Frag_ what that Mongul feeb says; the Main Man works _alone!_" Lobo groused, reaching for his belt. "One blast from ol' Face-Full oughta…_what the..?!_" Lobo's eyes went wide as his hand grasped _nothing_. "_That no-good fragger swiped my weapons!!_"

Cyclops chuckled grimly. "Well, at least that Mongul guy had _some_ sense."

"More than you'd think," Superman said quietly. "Look up."

Cyclops looked skyward. "I don't see anything, except the sun…"

"Look _closer._"

Cyclops blinked. "Well…it looks a bit reddish; it must be sunset…"

"It _isn't_, Scott," Superman said. "That's a _red_ sun."

Both Cyclops and Black Bolt's eyes went wide. "Oh, _no_…then that means…" Cyclops murmured.

"It means that, as of right now, I'm coasting on _reserves,_" Superman said.

Hearing that, Lobo grinned. "So I could frag you right now, if I wanted to."

Superman skewered him with a glare. "If you wanted to cut your chances of survival to less than _half_, then, by all means, go _ahead_, Lobo," he snapped. "Even if we ignore the fact that these cuffs could very likely _kill_ us if one of us 'loses,' we stand a better chance of getting through whatever Mongul throws at us if we work _together._ Believe me, I don't like the idea any more than _you_ do."

"Doubt that, fanboy."

Looking around, Black Bolt gestured slowly, giving Superman a chance to try and get the gist of what he was trying to say: _Where…we…sent?_

Superman sighed, wishing he'd had more time to review the file on Black Bolt's sign-language. "I think it's pretty obvious that we're not on Earth, Your Majesty; that said, I don't think we were 'ported off Warworld – it likely doesn't have enough power to 'port someone into another system."

"Some kind of holographic simulator?" Cyclops asked.

"Most likely," Superman agreed. "Regardless, it looks like we're the only ones here…"

Suddenly, another teleporter beam shone down from nowhere, depositing four beings, clad in gladiatorial-style armour, bearing cuffs like theirs, and brandishing weapons, in front of them. Like them, they were forcibly paired into teams by the cuffs: one team consisted of a tall, muscular humanoid with grey skin, a bald head, and two pairs of magenta eyes, brandishing a large, spiked club, and a tiny, insect-like being, perched on the larger beings shoulder, holding a small laser-pistol. The second team consisted of a quadrupedal, spiky, turtle-like creature, with a massive tail ending in a mace-like spiked ball; standing atop the turtle-beast was a lean humanoid, covered head to toe in black metal armour, wielding a deadly laser-lash.

Lobo snorted. "You were sayin' somethin', fanboy?"

With a roar, the grey being leapt at Superman, swinging his club; grunting in exertion, Superman caught the club by its handle, sorely feeling the absence of Earth's sun as he tried to conserve his remaining energy, while his opponent forced his weight against the club, gradually pushing it down. Glancing to his foe's unprotected side, he shouted, "Lobo, go for his right leg! He's favouring it, so you should be able to..!"

"I don't take orders from _you_, fanboy!" Lobo snarled, as he barreled towards the grey being's back…only to be pasted by the smaller being's laser-pistol, which knocked him back a considerable distance.

As the turtle-being swept its massive tail at them, Cyclops and Black Bolt were forced to leap to the side, putting them in range of the armoured being's lash; seeing the razor-sharp energy flail snapping towards them, Cyclops fired an optic-blast, deflecting it. The turtle-being roared in anger, and charged at them head-on, forcing them to leap aside, once more. Groaning, Cyclops got back to his feet, before he paused as Black Bolt snapped his fingers to get his attention, before pointing to the turtle-being, and then making a sweeping motion with his hand. "When the turtle…_sweeps?_"

Black Bolt waved his hands in negation, before pointing again, and making another sweep, only faster, fast enough to knock over..!

"_Oh!_ When the turtle _charges!_" Cyclops said, understanding. Black Bolt nodded, and then picked up the energy-cord, looped it once around his wrist, and then jerked it away. "When the turtle charges, we'll use the cord to..!"

Black Bolt simply nodded.

As the enraged turtle came at them again, Cyclops and Black Bolt leapt aside, but in _opposite_ directions, causing the turtle's stumpy legs to tangle in the cord, which made it trip, sending its comrade flying off its back. As the armoured being recovered, it snapped its lash at Black Bolt, but the Inhuman leader rolled under the lash, closing on his foe instantly and slamming him in the torso with a punch. The armoured alien doubled over, making it the _perfect_ target for Black Bolt's following uppercut, which knocked its head back, sending it to the ground, out cold. The turtle-being managed to get back to its feet, and started to charge, but Cyclops simply opened his visor a bit _more_ than usual; the resulting optic-surge knocked the turtle _well_ into the air, sending it and its partner flying a good twenty feet.

Recovering quickly, an enraged Lobo _barreled_ at the grey alien, sending both him and Superman sprawling, breaking their stalemate. Getting back to his feet, Superman saw the grey being coming at him, once again, before he glanced at the dune they were standing on, and got an idea. "Lobo, on my signal, we're _both_ going to have to jump off this dune!"

"_Huh??_" Lobo grunted. "What for?"

"No time!" Superman shouted. "Wait for it…_now!!_" With that, both of them jumped off the dune, as Superman unleashed a _very_ small gust of gale-breath, aiming straight _down_…causing the dune to collapse, burying their foes in sand. As they touched down, Superman saw the dazed grey alien buried up to his neck in sand, with his smaller teammate trying frantically to pull free of his cuff.

Lobo's face twisted into a sneer as he saw the smaller alien. "Bet you thought it was _funny_, blasting ol' Lobo in the face, didn't you?" he spat, as he walked towards the little alien.

Superman frowned. "Lobo, we've won; there's no need to…"

"This little feeb pissed me off, fanboy," Lobo sneered. "Like I said before, _anybody_ that gets in the Main Man's face gets _his_ face rearranged!"

By now, the little alien was visibly shaking, which only made Lobo grin. "Say yer prayers, you little slag-sack," he chortled, raising his boot, "'cause the Main Man's gonna..!"

"_Lobo, ENOUGH!!_"

Lobo's laughter turned to a startled yelp as Superman yanked on their energy-cord, hauling him off his feet and onto the sand. "We've _won_, Lobo! He's completely defenceless! Maybe _you're_ willing to take advantage of that, but I'm _not!_"

Lobo was _livid._ "_NOBODY_ tells the Main Man what to do!!!" he exploded. "_Frag_ the rules; I'm offin' you right _now_, fanboy..!!"

But his tirade was cut off, as yet _another_ teleporter beam engulfed them all, bringing them back to the main arena, where the crowds were cheering themselves _senseless._ "_Wow, folks! This looks like the surprise victory of the century!_" the announcers declared. "_Something tells me that these four rookies will be taking Warworld by storm!_"

Glancing to the four victors, Mongul chuckled. "Congratulations!" he said. "I can only hope that this victory is only the first of _many!_" Glancing to the losers, his smile faded. "As for _you_ four…" As his voice trailed off, he simply raised a sideways fist…before pointing his thumb down.

The crowds erupted into louder cheers as the teleporter beam engulfed the four pleading aliens, taking them away.

Superman felt a chill grasp his spine. "What did you do to them?" he demanded.

Mongul arched an eyebrow. "What do you care?"

Superman's eyes narrowed. "_What_ did you _do_ to them?!"

Mongul just chuckled. "Losers have no place on Warworld…so now they are not _on_ Warworld."

Suppressing a wave of horror, Superman briefly activated his X-Ray vision, quickly scanning the immediate area, looking _through_ the walls, and into the black of space beyond them…

His eyes widened in horror as they confirmed his fear…before narrowing in utter _fury_. "_You MONSTER!!_" he roared, before he took to the air, to teach Mongul a lesson…

…but his flight was cut short, as a laser-turret popped out of the ground and blasted him. Mongul laughed. "So, the legends of Krypton's people are _true_," he mused aloud. "I'd better keep you away from any yellow stars, then."

"Fine by me, pal!" Lobo bellowed. "Now, like I was sayin', I got a job to do, so you'd better get another feeb ready, 'cause I'm about to be in the market for another sidekick!!"

Mongul scowled. "I won't have any of my gladiators needlessly maiming each other; you _will_ stand down."

"Oh, _yeah?_" Lobo sneered. "Who's gonna _make_ me?!"

Mongul said nothing; he merely tapped his cranial-implant…causing _dozens_ of laser-turrets to pop up out of the ground.

Lobo grimaced. "_Frag._"

As several armed guards entered the main arena, Mongul smiled. "Take our new fighters to the barracks; I think they've earned a decent meal!" With that, the crowds erupted into another wave of cheers, as Superman, Cyclops, Black Bolt and Lobo were led away.

XXXXXXXX

_International airspace_

"I am going to _kill_ him."

The mood about the _Argo_ was a grim one, as Power Girl guided the Speeder into Earth's outer atmosphere, chasing after the fleeing monstrosity, with Phoenix, Medusa, Siryn, Green Lantern, Hawkgirl, and Krypto in the craft with her; they had only had enough time to get together a skeleton-crew after Clark, Scott, and Black Bolt had been snatched.

As the _Argo_ shook from another gust of turbulence, Green Lantern grimaced. "You're _sure_ you can drive this thing?"

"Kal _did_ teach me how to work the controls," Power Girl snapped…before the Speeder shook again. "So I just haven't any lot of practice."

Siryn smiled wryly. "And he trusts you not to damage it?"

Power Girl's eyes narrowed. "He'd better _not_ complain; after the stupid stunt _he_ just pulled, he's lucky I don't stuff this thing up his big, blue _butt..!_"

"_Ali._" Phoenix's voice shook Power Girl out of her anger. "We all know you're worried about Kal, but we need you to focus, here; Kal, Scott, _and_ Black Bolt are in trouble, and with Kal MIA, you're the only one who can pilot the _Argo._"

Power Girl took a deep breath. "He should have listened," she muttered. "I _told_ him to get clear, but did he listen? _No!_"

Siryn chuckled. "Yes, he _is_ a stubborn one, isn't he?"

Medusa's expression was neutral. "I assume you have a plan?"

Power Girl nodded. "As soon as we're in range of that thing, the plan is to use the _Argo_'s sensors to lock onto Kal, Scott, and Black Bolt, and 'port them off before anyone even knows what's happened," she replied.

"Good."

Hawkgirl grimaced. "Your Majesty, if you would prefer to return to Attilan…"

"_No._" Medusa's tone offered no room for argument. "I will not leave my husband in the hands of whoever it was that abducted him; if I am able to assist, I will do so _gladly._"

Suddenly, an alarm on the _Argo_'s HUD started to blare its warning, prompting Power Girl to check it. "Uh-oh…guys, we've got a radiological warning, here; the _Argo_'s detecting nukes!"

Green Lantern's eyes went wide. "That thing is launching missiles!"

Power Girl shook her head. "_Worse_: _we_ are! The _Argo_'s detecting a S.H.I.E.L.D. craft, just below us, carrying two mid-yield warheads, and it looks like they're settling into an _attack-run!_"

Siryn's eyes narrowed. "If that fool Fury's ordered an attack, he could very well have doomed us _all!_"

"We've got to stop them, convince them to call it off!" Phoenix cried. "Ali, get us within range of that ship!" Nodding, Power Girl altered course, turning the Speeder around, heading towards the craft.

Within minutes, the _Argo_ had closed within visual range of the small attack-craft. "Channel's open," Power Girl reported.

"Good. Be ready to jam their targeting systems, in case they get jumpy," Green Lantern said, before speaking into the open comm-channel. "Attention, S.H.I.E.L.D. attack-craft; break off your attack-run, and alter course on heading zero-two-zero."

"_What the…who is this?!_"

"This is the Justice League; we are on an unlisted flight several clicks behind you," Green Lantern said. "I repeat: break off your attack-run."

"_Negative, Justice League; we have our orders._"

"Airman, if you carry out those orders, you could very well doom the entire _planet,_" Hawkgirl replied. "Whatever that thing is, chances are it's tough enough to take a few hits from nukes; you'll only end up making whoever's controlling it _mad!_"

"_Ma'am, that thing has taken over every comms frequency we have,_" the pilot answered. "_This strike came down from the President; our duty is to take that thing out, and that's __**exactly**__ what we're going to do!_"

"So much for reason," Siryn softly muttered. "Blaire, I believe that _now_ would be a good time to jam their systems..!"

Power Girl looked stricken. "I _can't!_" she cried. "I've been sending the command for the _Argo_ to hack them, but the computer won't accept it!"

"_Damn!_" Green Lantern swore under his breath, before addressing the pilot, once more. "Look, airman, I know this isn't easy for you, but I am _telling_ you that your mission isn't going to help anyone; it's only going to make things _worse…_"

The pilot didn't listen; the _Argo_'s visual sensors clearly showed the craft's missile-bay opening…before launching two missiles at the invading monstrosity.

Green Lantern paled. "_Dammit_, airman, you have _got_ to abort those missiles..!" he shouted…but it was too late; in seconds, the missiles impacted against the thing's shields in monumental blasts…and doing absolutely no damage.

"_My God…we didn't even scratch it…_" the pilot murmured over the radio. "_S.H.I.E.L.D. One to Base; missiles ineffective! We are altering course and heading…oh my God!!_"

Glancing to the sensor readouts, Power Girl's eyes went wide. "That thing just launched two energy-projectiles; they're heading for the gunship, and closing fast!"

Green Lantern's eyes narrowed. "Deploy countermeasures!"

Power Girl was already ahead of him. "_Argo:_ deploy Interceptors, maximum charge!" she ordered, keying in the proper commands…but the space where the "Accept" glyph would have appeared remained empty.

Phoenix looked stricken. "Ali..!"

"It's not working!" Power Girl cried. "Come _on_, _Argo! Deploy Interceptors!!_" Outside, the twin spheres of deadly red energy blazed towards the hapless fighter-craft…

…and at the very last second, the _Argo_'s weapon-pods extended, firing two Interceptor Drones; the small crystalline automatons darted between the missile-ship and the blasts, quickly raising their defensive shields, seconds before the blasts struck them, smashing through their shields and blowing them to dust, leaving the S.H.I.E.L.D. vessel untouched.

Aboard the _Argo_, everyone breathed a sigh of relief. "Nice work, Power Girl," Hawkgirl said, "though you _did_ cut it a bit close."

Stricken, Power Girl pored over the holographic HUD, trying to spot some indication of a system-failure. "I don't understand it," she murmured. "I'm not seeing any malfunctions…"

"Well, _something_ went wrong, Blaire," Siryn said, causing Alison to glare at her.

Sensing an argument brewing, Phoenix spoke up. "Ali, we'd better get close to that thing before it decides to start shooting, again."

"Okay," Power Girl agreed, laying in a course; thankfully, the _Argo_ didn't put up much of a fuss, as it flew towards the monstrosity…before it suddenly came to a stop.

Green Lantern groaned. "_Now_ what?!"

Power Girl checked the readouts. "That thing seems to be putting out some kind of anti-gravity field; it's likely part of its propulsion system," she explained. "It's putting out a lot of energy; it doesn't look like we can push through it!"

"Are we in teleporter range?" Medusa asked.

"I'm afraid not."

At that, a collective groan echoed through the cockpit, accompanied by a whine from Krypto. "Are we at least in _comms_ range?" Hawkgirl asked.

"I think so," Power Girl answered. "I'll try and hail Kal; wish me luck, because the way the _Argo_'s behaving, I'll _need_ it!"

"Wait…didn't that pilot mention that Earth's communications were being jammed?" Phoenix asked. "Ali, can you also bring up all of Earth's comms frequencies?"

Checking the readouts, Power Girl nodded. "Yeah; this thing's taken over every signal – it's broadcasting on every channel." Quickly, she brought up the feed…

…and gave _everyone_ in the _Argo_ the shock of their _lives._

XXXXXXXX

_Warworld_

After being taken out of the main arena, Superman, Cyclops, Black Bolt, and Lobo were led into a crowded chamber, filled with other combatants, all bearing cuffs like theirs, who were sitting at large tables, slurping bowls of grey sludge. At the guards' insistence – which was little more than a good shove – the four of them took their places in the food-line. Glancing ahead to the "food," Cyclops grimaced. "No wonder the people here are eager to die," he muttered, before glancing to Superman. "Well, I'm stuck for ideas on how to get out of here; how about you?"

Superman shrugged. "Working on it."

As the line inched forward, Black Bolt almost stumbled, putting his hand against the wall for support, his face pale. Superman's expression turned grave. "Are you okay, Your Majesty?"

Black Bolt nodded, gesturing his reply. _I am fine…short of breath, no more._

Superman wasn't convinced; the air in Warworld was _far_ from clean, and given Black Bolt's susceptibility to pollution…

"Hey, fanboy!"

Turning around, Superman's face met Lobo's fist, as the bounty-hunter's sucker-punch knocked him back a few steps. "Thought I'd forgotten about ya, eh?" Lobo sneered. "Well, _think again!!_" With that, he grabbed Superman and _threw_ him across the room, where he crashed into a mauve-skinned multiped, which caused _him_ to spill his bowl of slop on the other fighters at their table. Snarling, the other fighters picked up _their_ slop-bowls, and threw them at Superman, who promptly ducked, letting them fly over him…and splat on _another_ table.

In seconds, a full-scale food-fight had broken out; slop was flying every which way, as gladiators lobbed their bowls across the room, before starting to close on each other, ready to escalate the brawl..!

"_Hey, break it up!!_" one guard yelled as he and several others stormed into the cafeteria, firing their plasma-rifles into the air. "All of you back to your quarters, _NOW!!_" Grumbling, the gladiators started to disperse, heading out; Superman and his three comrades were about to do the same, but the guards stopped them. "Not you four; Gamesmaster Mongul wants to have a word with you." With that, the guards led the four of them out of the cafeteria.

Superman, Cyclops, Black Bolt, and Lobo were led into a smaller room, almost resembling an office, with Mongul sitting at the desk, looking over some figures; seeing them walk in, he smiled. "Ah, there are my new rookies!" he declared. "I understand that there was a little scuffle, just now."

"Frag yeah, there was," Lobo growled. "We was just about to _finish_ it, before your feebs interrupted."

Mongul chuckled condescendingly. "While I suppose I can understand your aggression," he conceded, before his tone turned dark, "I will _not_ have it eat into my profit-margin; if you want to kill each other, do it in the _ring._"

"What _is_ this place?" Cyclops demanded. "Why did you bring us here?"

Mongul chuckled, as he stood up. "Warworld is exactly what its name implies: an artificial world, where all manner of combatants do battle for survival, and the glory of the top spot," he answered. "Naturally, such events attract all manner of patrons, who have vested financial interest in the outcome…"

Superman's eyes narrowed. "You make money off these games, while sentient beings _die_ for it."

Mongul arched an eyebrow. "We _all_ die, Kryptonian; your world was proof of that," he said. "You don't like me; _fine._ Few of my fighters do." His grin returned. "Regardless, the point is that you are _here_, and there's nothing you can do about it; you four are my new prize rookies – I made a _killing_ off your first fight _alone_, and I expect to make _more._"

Lobo chuckled. "Look, Mong," he began, "you're runnin' quite the racket, here, and the Main Man _respects_ that! Frag, cut me in for just a bit of the gross, an' gimme back my weapons, and I'll give ya a _real_ show!" His grin grew. "All the Main Man asks is that ya let me frag fanboy here; somebody paid top cred for his hide on a lance, and the Main Man can't collect 'till the job's done!" He spread his hands wide. "Whaddya say, Mong? Help ol' Lobo out, and we'll _both_ make a slayin'!"

Mongul just smiled. "Lobo, you're a being after my own mind," he said, "so I'm going to do you a favour and release you from your earlier obligation."

Lobo grinned. "Sorry, Mong; only the big muckity-shmuck that _ordered_ the hit can do that!"

"You're absolutely _right_, Lobo," Mongul agreed, taking out a small holographic projector and switching it on, "and here he is!" Instantly, the projector's light took a familiar shape.

Superman's eyes narrowed. "_Ronan._"

The Kree Supreme Public Accuser's hologram smirked, folding his arms. "_I will __**enjoy**__ watching your death, Kryptonian filth, along with your human cohort,_" he sneered.

At the sight of the Kree, Black Bolt's eyes narrowed in utter _rage_, as his fists clenched. Noticing the small outburst, Ronan arched an eyebrow. "_So, this is what became of our ill-fated experiment, is it? I am deeply disappointed._"

Lobo just grinned. "Rone! Great timing!" he exclaimed. "Look, I've pretty much got fanboy where I want him, but, as you can see, I've hit a _teeny_ little snag; if you can just convince Mong here to cut me loose…"

"_That will not be necessary, bounty-hunter,_" Ronan said coldly. "_Your services are no longer required._"

"_Huh?!_" Lobo's eyes narrowed. "Look, Rone, we had a _deal..!_"

"_And now we do not,_" Ronan replied. "_For certain, I was prepared to pay any price to be rid of the Kryptonian filth…until I happened to receive a transmission from my old comrade, Mongul._"

Mongul chuckled. "After I saw the misfortune that my old friend Ronan suffered…well, offering to help was the _least_ I could do!"

Ronan smirked. "_Suffice to say, bounty hunter, I no longer require your assistance,_" he said. "_Still, I am not without mercy; you may keep whatever remains of my initial payment. Consider it severance pay._"

Lobo was _beyond_ livid. "_**YOU LOUSY, ROTTEN, NO-GOOD, OVER-STUFFED, INBRED LITTLE JACK-FRAGGING SON OF A WORM-RIDDEN SACK OF GRIGNARK SHIT!!! WHEN I GET MY HANDS ON YOU..!!!!**_"

Ronan scowled. "_To think that I was forced to make use of such a creature…_"

Superman glared at him. "Like I said to you before, Kree…if you have business with me, then _take it up with me_, you _coward._"

"_Oh, believe me, filth, it pains me to know that I will be denied the pleasure of extinguishing the line that blighted my family honour,_" Ronan sneered, "_but after our last encounter, Kree law forbids me from doing so._" Smirking, he added, "_I suppose I can be content to watch the last of the arrogant Kryptonian race be reduced to an inglorious gladiator's demise; rest assured, filth, that when you perish…I will be __**watching.**_" With that, the holographic transmission ended.

Mongul chuckled. "Well, I suppose I've wasted enough time; plus, you four have more fights to prepare for…"

"What makes you think we're going to fight for you, pal?" Cyclops demanded.

Mongul smiled darkly. "I suppose I've heard that, often enough," he said reflectively, tapping a button on his desk, bringing up a video-screen, showing the image of Warworld orbiting a green-blue planet. "Several of my gladiators refused to fight while Warworld was visiting their home planet."

The image zoomed in on Warworld, showing a large cannon on top of its main dish power up, before taking aim at the planet, and then firing at it.

The very instant that the massive blast hit the planet, it _exploded_ into dust.

Mongul chuckled again. "I'm sure that you don't want _your_ home to suffer that fate," he sneered, "and I _know_ that the benevolent, _enlightened_ Kryptonian race would do _anything_ to spare 'an innocent world' from destruction." With that, he glanced to his guards. "Take them to their quarters." At once, the guards complied, leading the four of them away.

Within minutes, the guards had led the four of them to a completely bare, dank room, consisting of nothing but four walls, a floor, and a ceiling. As the door was locked behind them, the quartet could do nothing but sit there…until Lobo broke the silence.

"So…about that whole 'workin' together' spiel you guys were on…that still on the table?"

Cyclops arched an eyebrow. "Oh, so you want our help, _now?_"

Lobo chuckled. "Hey, I was _workin'_, before; now I'm not."

Superman frowned. "And _why_ should we trust you?"

Lobo shrugged. "The Main Man's word is his bond, man."

The other three just stared at him.

Lobo's magnanimous smile collapsed. "Okay, fine; I don't like you feebs, and you don't like me. _Fine_," he groused. "The fact is, we need each other; if any of you get waxed, chances are, I'm not gettin' out of here, an' if I don't get out of here, I can't tear Rone a new one for double-crossing me."

Superman and Cyclops looked to each other, and then to Black Bolt. "What do _you_ think, Your Majesty?" Cyclops asked.

Black Bolt frowned, before gesturing his reply. _Very well._

"Okay," Superman agreed, "but no funny business."

"Awright!" Lobo crowed. "So, here's the plan; as soon as those feebs let us out, we jump 'em, grab their guns and blast our way out!"

Superman shook his head. "Even if that _did_ work, we'd still need a ship off Warworld, Lobo…and _that's_ just assuming these cuffs don't have safeguards built in. Whether we like it or not, for now, we're going to have to play by Mongul's rules."

Lobo scowled. "Thought you Kryptonians were supposed to be _tough_…"

"News flash, pal; Mongul's cut off our supply of yellow sunlight," Cyclops said. "We can't afford to just bull our way out of here."

Superman nodded. "We're going to have to use our _heads_ on this one," he agreed. "Now, if we could just get to a map of this place…"

Suddenly, Superman's belt-computer started to beep, as a familiar voice came through. "_Kal? Kal, are you there?_"

Superman couldn't help but smile. "Hi, Ali."

"_Kal?!_" Power Girl cried. "_Oh, God, are you guys okay?!_"

Superman glanced to the slightly-bruised Cyclops and the somewhat-ill Black Bolt. "More or less."

At that, Phoenix's voice came through. "_Scott?_"

"Hey, Jean," Cyclops greeted. "I figured you'd come get me."

Phoenix laughed. "_Well, __**somebody**__ has to pull your cute butt out of the fire…_"

"True enough!" Cyclops agreed, laughing.

Superman chuckled. "So, _taushi_, I'm assuming you guys are here in the _Argo_," he said. "How's she handling?"

"_Could be better,_" Power Girl replied. "_Of course, if __**someone**__ had just gotten out of the way, I __**might**__ have had more time to get the hang of it!_"

Superman frowned. "Ali, that beam wasn't going to give up until it grabbed one of us…"

"…_and you automatically think to throw yourself into harm's way!_" Power Girl snapped.

"Well, I was reasonably sure that I could survive!" Superman countered.

"_Without the sun?!_" Power Girl shouted.

"I didn't know that, at the time! It was the option of least risk!"

"_Except to __**yourself!!**_"

Superman sighed. "Would you prefer I risk someone _else?_"

Power Girl paused. "_Kal, that isn't fair…_"

"We can discuss it later," Superman finished. "For now, just 'port us out of here."

There was another pause, as Power Girl's tone became sheepish. "_Uh…about that…_" she began, "_…I'm afraid we can't, Kal; this 'Warworld' thing is putting out an anti-gravity field. We can't get through it._"

Superman blinked. "Well, that doesn't make any sense," he thought aloud. "The _Argo_'s propulsion systems utilize a graviton-cancellation field; it should automatically kick in. Was the _Argo_ damaged?"

"_No, everything's fine,_" Power Girl answered, "_except for the steering being shaky and the ship's countermeasures being unresponsive; the Interceptors almost didn't deploy._"

Superman arched an eyebrow in confusion. "That's odd; the _Argo_ was working fine for me, earlier," he replied…before a thought occurred to him. "Ali…you said that the _Argo_ didn't respond to commands for its Countermeasures, but its teleporter, basic navigation and propulsion are okay?"

"_Yeah._"

Superman sighed. "Darn it, I was _afraid_ of this," he muttered. "Ali, I think the reason for the trouble is because the _Argo_ is having trouble reading you as Kryptonian."

"_Huh??_" Power Girl asked. "_But I've used Kryptonian tech before…_"

"Ali, the Fortress' tech is a bit different; since it all came from my father's nano-crystal, everything in the Fortress is keyed specifically to _me._ I had to manually key your DNA-sequence into its scanners, same as I would have had to do for _any_ other Kryptonian," Superman explained.

"_Oh,_" Power Girl answered. "_Can we do the same for the Argo?_"

"Doubtful," Superman answered. "The _Argo_'s higher-order systems have a lot more safeguards than its basic systems, like navigation and propulsion; if we try to mess with them outside of the Fortress' controlled settings, the entire OS could crash and burn."

Power Girl's voice gained a slight tremble. "_So…how can we get you guys out?_"

Superman's voice was grave. "There's not much you _can_ do, Ali; for now, the best thing you can do is head back to the Institute and get a full team together. Hopefully, we'll have a plan, by then."

There was a brief pause as the _Argo's_ crew came to a consensus. "_Okay, we'll do it; Medusa said to drop by Attilan, since she thinks she can convince a few of her people to help,_" Power Girl agreed.

Slowly, a plan started to form in Superman's head. "Think she can ask Lockjaw to tag along?"

"_I guess,_" Power Girl answered.

"Good; contact us as soon as you're back in position."

"_Okay,_" Power Girl agreed, "_but you'd __**better**__ not do anything stupid, buster, or I'll..!_"

Superman laughed. "Duly noted, _taushi,_" he replied, before his tone turned serious. "See you soon."

"_See you soon, baby._" With that, the transmission ended.

Lobo chuckled dryly. "Way to handle yer woman, fanboy."

Superman glared at him. "Oh, shut up." He was answered only by Lobo's raucous laughter.

XXXXXXXX

_Xavier Institute_

As the noon sun started to wane over the Institute, Havok, Polaris, Leap, and Android all stood in the back yard, waiting for the _Argo_ to arrive; they'd all come as soon as they'd gotten the message from Phoenix, Power Girl and the others. Most of X-Force had wanted to come, but with that thing – "Warworld" – broadcasting across the globe, the rest of the X-Men and X-Force had been needed to help the rest of the League deal with the widespread panic.

"I _still_ can't believe it," Leap muttered. "I mean, dealing with Magneto, Doom, and the F.O.H. is one thing…but now we have to rescue Big Blue from some twisted _reality show??_"

Havok shrugged. "I always figured that reality TV would be the downfall of civilization."

"_This is not the time for levity, Alex,_" Android quietly admonished. "_Without a continual influx of energy from Earth's sun, Kal's abilities are gradually decreasing; furthermore, Black Bolt's condition will likewise deteriorate outside of Attilan's controlled environment. We must endeavour to evacuate our comrades from Warworld as swiftly as possible._"

Havok's tone turned serious. "Hey, you don't have to tell _me_, Mark," he defended. "_Trust_ me; I get it."

Polaris looked stricken. "Do you guys think they're okay?"

"I'm sure they are, Lorna," Leap said. "I'm sure Kal and Scott have figured out some way to bust loose, with our help."

Just then, a familiar whirring cut the air, as the _Argo_ glided down from the clouds, stopping just in front of them, before Power Girl, Phoenix, Green Lantern, Hawkgirl, Krypto, Siryn, and Medusa 'ported out, accompanied by Medusa's sister, Crystal, and the bestially canine-like Inhuman teleporter Lockjaw. "Is everyone good to go?" Green Lantern asked.

"_Affirmative,_" Android agreed.

Havok gulped. "So, what are we up against?"

Power Girl took a deep breath. "Based on the _Argo's_ scans, Warworld is pretty heavily-fortified; its shield-generators are no slouches, and its weapons are nothing to sneeze at, especially that 'planet-killer' laser…"

Leap's eyes went wide. "'_Planet-killer_'?!"

Hawkgirl nodded. "Since the _Argo_ is experiencing…technical difficulties, a frontal assault isn't recommended at this point."

Medusa closed her eyes. "Right now, we can only hope that Kal-El, Scott, and my husband have developed a plan for escaping from that…that _death-trap…_"

Crystal placed a comforting hand on her sister's shoulder. "He'll be okay, sister; they _all_ will."

Siryn looked grave. "One can only hope we can resolve this before things…escalate."

Android arched a metal eyebrow. "_Please clarify._"

"On the way back, the _Argo_ intercepted a transmission from S.H.I.E.L.D.," Phoenix said. "In three hours, the President is going to order them to launch a full-scale attack on Warworld…and we can all imagine how _that_ will go."

Polaris gulped. "That thing'll blast half the Northern Hemisphere to _pieces!_"

Green Lantern nodded. "Unless we stop it."

Havok chuckled nervously. "So…business as usual, then?"

Power Girl smiled wearily. "Basically."

"We must go," Medusa insisted. "We cannot afford to delay any longer." With that, they all headed back towards the Speeder, where they were engulfed in its teleporter beam; once they were all inside, the _Argo_ started to head back up into the clouds, taking them towards Warworld, to rescue their friends.

XXXXXXXX

_Warworld_

"Alright, you four! _Out!_"

Before long, the guards had arrived to take Superman, Cyclops, Black Bolt, and Lobo to their next "game." "So," Lobo grumbled, as the guards started to unlock their cell, "what's the plan, fanboy?"

Superman frowned. "Working on it."

Cyclops looked thoughtful. "Whatever we decide, we're not going to have much luck without knowing the layout of this place."

His face pale, Black Bolt gestured. _Surely…data-port…give map?_

Superman nodded. "It's likely, Your Majesty, but we'll need to figure out a way to get to a data-port."

Glancing to Black Bolt, Lobo arched an eyebrow. "What's with him?"

"The air here isn't exactly clean, Lobo; Black Bolt doesn't have much tolerance for it," Cyclops answered. "If we stick around here too long, he's done for."

Lobo scowled. "Wimp."

By then, the guards had unlocked their cell, and led them out, taking them towards the arena. As they walked, one guard chortled, "Well, I honestly never thought that _this_ would be how the infamous 'last Czarnian' meets his end!"

Lobo snarled as the other guards laughed. "Keep talkin', feebs; just keep talkin'…"

Cyclops arched an eyebrow. "Did we miss something, here?"

"You didn't know?" another guard asked. "Lobo here's the sole survivor of the planet Czarnia…but I wouldn't feel _too_ sorry for him; _he's_ the one who _destroyed_ it!"

The other three looked to Lobo, who was grinning unashamedly. "School science project," he explained proudly. "Gave myself _top_ grade, too!"

Superman was incredulous. "You…you _destroyed_ your own home _planet?!_"

Lobo's smile faltered a bit. "Well, to be honest, I was _tryin'_ to just fry my _school_; fraggin' stupid teachers kept holdin' me back fer four _years,_" he answered, before grinning again. "Guess I'm some kinda prodigy, after all!"

Cyclops was similarly flabbergasted. "_God_, Lobo, how do you _live_ with yourself?!"

Lobo's smile evaporated, as he looked Cyclops right in the eye. "Who said I _lived_, Goggle-Boy?"

Cyclops blinked. "What?"

"Sure, the minute I saw my little science-project start to go critical, I jumped on my hog and high-tailed it out of there," Lobo continued, "but not even _my_ souped-up ride could outrun _that_ big of a blast."

"You…_died??_" Superman asked.

"_Frag_ yeah, I died!" Lobo snapped. "Now, you're thinkin' that toastin' a whole planet ain't exactly a way to get into Paradise, an' you'd be right; the _minute_ that The Head Honcho saw ol' Lobo tryin' to knock the gates down, he took a few minutes to _laugh_ his poofy _ass_ off, and then _threw_ me down into the _other_ place."

"Hell," Superman clarified.

"Yeah, the Pit, the spiritual wasteland, the place with wailin' and gnashin' of teeth, whatever," Lobo confirmed. "Like you'd guess, I wasn't thrilled, but I eventually figured I'd get into the swing o' things, an' for a time, it worked…until the guy in charge down _there_ decided I was kickin' up too big a fuss, and tossed me out – dropped me right back where Czarnia used to be, bike and all."

Superman, Cyclops, and even Black Bolt were incredulous, now; the former two spoke at the exact same time. "_You got kicked out of HELL???_"

"_Frag_, yeah!" Lobo crowed. "The Main Man's _immortal_, baby! I'm gonna be raisin' hell 'till the end o' time, and _then_ I'll be raisin' it _afterwards!_"

Superman and Cyclops could only groan in exasperation, both with the same thought: '_What did we get ourselves into, __**this**__ time?_'

Within minutes, the guards led the four of them into a corridor that lead out into the main arena; already in the waiting area was another two-man team, consisting of a tall, strongly-built, orange-skinned, blue-eyed, four-armed humanoid, clad in a simple loincloth, his face and torso riddled with scars and lines of experience; cuffed to him was a grey-skinned being, resembling the one they had fought before, but smaller, around the same height as Superman.

As the grey alien saw Superman, his eyes narrowed. "_YOU!!_" he shouted. "You killed my brother..!!"

Superman's eyes went wide. "What..?"

"My brother's dead, because of you!!" the alien shouted. "I _swear_, Kryptonian, as soon as we're in the ring, you're _dead..!!_"

"_Enough,_" the grizzled orange alien reprimanded. "Keep your cool, boy; I do not intend to die today because you're in a blood-rage." At that, the younger alien calmed, though he still sent murderous glares towards Superman.

By then, the massive gate keeping them in began to rise, allowing them into the arena…which had been significantly changed; three large ring-like apparati now dotted the grounds, with a disc-shaped launcher-like device in the center. "_…and we're back from our commercial break, now, to bring you another exciting round of one of the most popular events in warworld: Murderball!_" the Fuh-Rahnk head of the announcer declared. "_And this game is shaping up to be one of the best, yet!_"

"_That it is, 'Rahnk,_" Jah-Ree agreed. "_For this game, Mongul has brought in longtime Warworld veteran Grae'Dor and his newest teammate; hopefully, this kid'll last longer than the others did!_" The audience laughed at that. "_Not only that, but this game will be featuring our leading candidates for Rookies of the Year: the two humans from Earth, and the tag-team of Kryptonian and Czarnian! I think we all agree that this is going to be one __**hell**__ of a game!_"

Rising from his seat, Mongul smiled. "For our four new players, the rules of Murderball are simple," he said. "All you have to do is survive long enough to throw the ball into your team's goal; the team with the most points when time runs out wins!"

At that, Superman and Lobo's cuffs' connecting energy-cord turned blue, matching the goal behind them; similarly, Cyclops and Black Bolt's turned yellow, while the third team's turned red. "If we're all going to get out of this," Superman whispered, "we're going to have to get equal scores before time runs out; nobody else is dying, today."

Cyclops and Black Bolt both nodded, but Lobo scowled. "You gotta be kiddin' me."

Superman glared at him. "Do you _want_ to be stuck here?"

Lobo rolled his eyes. "Fine, fine…"

By then, a holographic timer and scoreboard had appeared above them. "_Begin!!_" Mongul declared, at the very second that a small, red sphere shot out of the central launcher into the air.

Spotting the third team – Grae'Dor and his teammate – spriting towards the falling ball, Superman and Lobo both ran towards it; seeing Superman approaching, the grey alien youth snarled, and shoved him to the side, buying his teammate time to grab the ball. Superman was knocked down, but recovered quickly, before tapping a _tiny_ fraction of his remaining energy and unleashing a burst of frost-breath on the ground ahead of him; as Grae'Dor reached for the ball, he slipped on the ice, falling flat on his face, sending the ball rolling towards Lobo, who grabbed it and made a run for the goal.

Lobo was almost within range of the goal…when a sudden step triggered a concealed land-mine; the resulting blast sent the cursing bounty-hunter flying, knocking the ball out of his grip. Running after the ball, Superman picked it up, only to get blindsided by the grey youth; his eyes maddened with rage, the alien youth pounced on him, his hands going around his throat, trying to choke him…until an optic-blast from Cyclops dazed him, allowing Superman to easily toss him away. Getting back up, Superman saw the other alien, Grae'Dor, starting to close on him; glancing back to the goal, Superman did the only thing he could do: he tapped another bit of his energy, and _threw_ the ball through the goal-loop.

As the goal-tone echoed, the crowd went _nuts_ as a winded Superman sagged to his knees. "_Wow! What a throw!_" Fuh-Rahnk declared. "_That Kryptonian made the toss of the century!_"

"_Yes, but can he keep it up?_" Jah-Ree countered. "_Without this systems' yellow sun, he's not running on much, 'Rahnk._"

Getting back on his feet, Lobo walked over to Superman. "Break's over, fanboy; don't _you_ start wimpin' out, too."

Superman frowned, as he got back up. "I'm fine," he shot back. "Just…need to pace myself, a bit more."

By then, the launcher had fired a second ball; this time, Superman managed to catch it, before tossing it to Cyclops. As Cyclops and Black Bolt made a run for their goal, Grae'Dor and his comrade charged them, but Cyclops pasted Grae'Dor with an optic-blast, while Black Bolt tackled the other alien, holding him back, while Cyclops made a run for the goal, before stopping at what he guessed was a safe distance, and threw it towards the goal, firing another optic-blast, knocking it through the arch.

As a third sphere popped out of the launcher, Lobo grabbed it; spotting the other two aliens run at them, he glanced to Superman. "Think you can cover me, fanboy?"

Seeing the sheer desperation in Grae'Dor and his comrade's eyes, Superman's expression steeled. "Toss me the ball, Lobo." Confused, Lobo reluctantly obliged…and as the two aliens closed on them, Superman casually tossed the ball to Grae'Dor. "_Go!!_" Grae'Dor blinked in confusion…before he sprinted towards the goal, tossing it through as soon as he was in range.

"_What the…what's that crazy Kryptonian doing?!_" Jah-Ree cried. "_He's helping the other teams! Ladies and gentlemen, this has __**never**__ happened before in all of Warworld's history!_"

Snarling, an irate Lobo grabbed Superman by the collar. "Are you fraggin' _nuts?!!_ What the frag do you think you're doin'..?!"

"Like I said before," Superman said firmly, "_nobody else_ is dying, today."

Lobo was incredulous. "You _crazy_ little..!"

"We don't have _time_ for this!" Cyclops shouted. "Time's almost up!"

At that moment, a fourth ball shot out of the launcher; Cyclops quickly caught it, but as he saw Grae'Dor rushing towards him, he tossed it to Superman. Catching the ball, Superman looked to the timer; there were only a few seconds left…and Grae'Dor and his comrade were closing fast..!

When Grae'Dor was only a foot away, Superman tapped the _tiniest_ fraction of his energy, focusing it into his eyes…and _incinerating_ the ball with his eye-rays, _just_ as the timer hit zero.

The crowd was struck speechless at that…before they erupted in a symphony of cheers. "_I…I don't believe it! A three-way-tie!_" Fuh-Rahnk exclaimed. "_The first __**ever**__ in Murderball history! Folks, this has to be the most amazing thing I've ever __**seen!**_"

Mongul, however, didn't share the announcer's elation; as he rose from his seat, he frowned at Superman, who just glared back. "A _tie_, Mongul," he said. "Now you can't murder _any_ of us."

Mongul's eyes narrowed. "No?" he asked. "After you _clearly_ broke the rules by destroying a ball?"

Superman chuckled. "By all means, then," he replied, "teleport me off Warworld if you must."

Mongul smiled cruelly. "Oh, you'd _like_ that, wouldn't you?" he sneered. "Out there, in the _yellow sunlight?_ Oh, no, Kryptonian; I have _much_ nicer accomodations for _you._" With that, he raised his sideways fist, his thumb starting to point downwards…

Lobo grimaced. "Thanks a _lot_, fanboy…"

"_LIVE!! LIVE!! LIVE!! LIVE!! LIVE!! LIVE!!_"

The chanting of the crowd drowned Lobo out, and startling Mongul, who looked at the sudden wave of support with astonishment. Snarling, his thumb continued to twist down…

"_**LIVE!! LIVE!! LIVE!!**_"

Mongul suppressed a roar of anger as the crowd's chants started to turn angry…before he pointed his thumb _up._

Jubilant cheering filled the air as Mongul gestured to the guards to take them away; within minutes, they had left the arena, and were back in their cell. As Superman put his hand against the wall, trying to catch his breath, he was suddenly shoved against the wall, as Lobo grabbed his collar, lifting him off his feet.

"Fanboy," Lobo snarled, "you _ever_ risk _my_ ass like that again, teamwork or no teamwork, I'm _waxing_ your ass!!"

Cyclops' hand instantly went to his visor. "Put him _down_, Lobo!!"

Superman never broke his glare from Lobo's eyes, "We _can't_ do this alone, Lobo; we don't know Warworld as well as the other fighters do – we're going to need _help._"

Lobo scowled, and dropped him, before walking away. "Consider yerself _warned._"

Cyclops and Black Bolt promptly helped him up. "You okay?" Cyclops asked.

Superman nodded, grimacing. "Yeah; I've just never been _this_ long without sunlight, before…"

Black Bolt gestured. _Are you…able to continue?_

Superman took a deep breath. "I _have_ to be, Your Majesty," he answered. "I _have_ to be."

XXXXXXXX

As he retired to his office, sitting down at his desk, Mongul scowled to himself; he was _really_ starting to regret taking that Kryptonian.

When Ronan had told him about the Kryptonian, Mongul had thought that adding him to Warworld's roster would make him rich beyond his wildest dreams, so much so that he'd invested in adding a cosmic-ray filter to Warworld's shields, preventing the Kryptonian from taking advantage of his ability to absorb solar power…which had cost a hefty chunk of credits, but the payoff would be worth it…

…or so he'd thought.

While Warworld was packed beyond his highest estimates – and he could estimate pretty high – that last debacle had _cost_ him; in the event of a tie, all bets were refunded, and some of Warworld's patrons had placed large chunks of change on the next few events.

If this kept up, he'd be out of business…

Suddenly, his desktop communicator started to beep; switching it on, Mongul was surprised to see the face of a fairly short, green-skinned humanoid, with long, pointed ears, beady yellow eyes, and a pronounced chin, with several ridges running vertically down it. The creature was clad in the long silver-and-violet robes of the Skrull Imperial Court, and he possessed a nervous, harried look about him.

Mongul smiled pleasantly; if a Courtier of the Skrull Empire wanted to talk to him, it would _certainly_ be worth his while to listen. "Why, good day, sir," he greeted. "How may I help you?"

The Skrull gulped. "I-I am a direct representative of Her August Holy Majesty, the Empress," he began. "Her Holiness has thus deemed me worthy to make her will known."

Mongul suppressed a chuckle. "Well, I am certainly honoured," he answered. "And what is Her Holiness' will?"

"Her Divine Excellency, may Her reign endure forever," the Skrull said, "has recently become aware that your 'Warworld' has recently enlisted the last of the accursed Kryptonian race into its ranks." The Skrull huffed at his next words. "Her Holiness wishes that the Kryptonian swine be _dealt_ with."

Mongul's smile grew. "Why, I was _just_ thinking the very same thing!" he agreed. "Who would have thought; Her Holiness and I, thinking on the same level?"

"Do _not_ presume to know Her Excellency's will, Master of Warworld; many have been _executed_ for less," the Skrull huffed. "It is the desire of Her August Majesty that the Kryptonian be handed over to the Skrull Empire, _alive._"

Mongul arched an eyebrow. "Alive?" he repeated. "I had thought that Krypton's people were enemies of the Empire; surely, such a despicable race deserves no mercy…"

"It does not, indeed," the Skrull said, "however, Her Excellency desires that the Kryptonian be left alive so that the secrets of his people's technology might be…_extracted_ from him."

"_Ah,_" Mongul said. "I believe I understand, now." He sighed. "Tragically, I am afraid I cannot comply…"

The Skrull bristled. "Do _not_ think Her Holiness' decrees are so easily slighted, Master of Warworld!!" he squeaked. "If you do not comply, we will be forced to..!"

"_Please_, let's not be hasty!" Mongul soothed. "Surely, Her Holiness is a ruler who understands the value of compromise; after all, was Her Empire not one of trade and commerce, initially?"

The Skrull calmed. "Continue."

"If I hand the Kryptonian over to you _now_, in the middle of the Games," Mongul reasoned, "then it will raise questions among my patrons, who will likely stop favouring my business, which will reduce it, thus reducing the labour-pool of old gladiators I have always happily supplied to Her Holiness' labour camps." Grinning, he finished, "I merely ask that I be allowed to keep the Kryptonian until the end of the Games; after that…well, accidents have been known to happen, which cause good fighters to disappear…"

The Skrull gulped. "I…I must deliver this information to Her Excellency; I will inform you of Her decision, later…"

"Of course," Mongul said. "And do give her my best." With that, the Skrull ended the transmission.

Alone, again, Mongul chuckled to himself. The Skrull Empire was certainly a force to be reckoned with, but if one knew how to handle them, they were nothing to worry about; a few buttered words to smooth the Empress' ego, and he was still in business.

That Kryptonian whelp had _cost_ him, and Mongul wasn't about to let that slide; without the sun, he had to be almost running on empty…which gave him the opportunity to _really_ let him have a good thrashing.

The Skrulls wanted him alive…but it didn't have to be _very_ alive…

Laughing to himself, Mongul leaned back in his chair. Oh, yes, he could just _imagine_ the kind of credits his patrons would shell out to see the last Kryptonian – the last of that race of arrogant, swaggering, holier-than-thou meddlers – get beaten to within an inch of his _life_…and all from the comforts of their own homes.

Life was _good._

XXXXXXXX

When Superman, Cyclops, Black Bolt, and Lobo were allowed back into the cafeteria, meals were already being served; this time, they passed through the serving line without incident, and promptly sat down at the nearest table. Glancing at his bowl of grey slop, Cyclops grimaced. "Refresh my memory: _why_ did I bother trying to survive that game?"

Superman chuckled. "A certain red-haired telepath?"

"Ah. Right."

Picking up his own bowl, Superman took a small sip…and winced. "It…doesn't taste as bad as it looks…"

Cyclops frowned. "It looks like it tastes like _crap._"

"_Oh._ Well, then, it tastes _exactly_ like it looks," Superman muttered, before forcing himself to take another sip.

Black Bolt grimaced as he gestured. _You…willing…eat that?_

"Hey, without the sun, I've got to get energy from _somewhere,_" Superman answered.

Cyclops shuddered. "You're braver than _I_ am."

"Eh, you feebs are just a buncha _babies,_" Lobo sneered, before downing his bowl in one gulp. "Compared to some of the slag I've had before, this crap's Bgztllian cuisine!"

Black Bolt gestured. _We…take word for it._

Lobo noticed his gesture, and scowled. "Hey! Bolt!" he snapped. "You got somethin' ta _say_ to the Main Man? _Say_ it!"

Black Bolt simply arched an eyebrow, while Superman and Cyclops both chuckled. "Lobo," Superman said, "Black Bolt's vocal cords are capable of emitting a quasi-sonic force roughly comparable to a thermonuclear detonation; if he were to so much as _whisper_, he'd blast _all_ of us out of the cafeteria, through Warworld's hull, and into space on a trajectory that would take us all out of this _system._"

Lobo laughed at that…until he realized that the others weren't laughing. "_Seriously??_"

Black Bolt nodded.

Lobo snorted. "Well, _frag_, man! Why didn't ya just blast those feebs as soon as we got into this mess?!"

Black Bolt's eyes narrowed in annoyance, as he gestured rapidly. "Black Bolt says he has little control," Superman translated. "He's basically saying that he could have blown open a hole in Warworld and gotten us _all_ sucked into space."

Lobo arched an eyebrow. "So?"

"Not all of us can breathe in vacuum, pal," Cyclops snapped.

Glancing up, Superman grimaced. "Uh-oh; we've got trouble." At that, the others looked up, in time to see Grae'Dol and his teammate walking towards them…

Seeing their expressions, Grae'Dol chuckled. "Don't worry; we're not here for trouble."

Superman blinked. "Oh," he replied. "That's…good."

Grae'Dol smiled wryly, before he gestured to his teammate. "Since my comrade was too rude to introduce himself, I suppose I'll have to do it for him: this is Im'Thror, younger brother of Rok'Thror, the one you faced before."

Im'Thror frowned. "Why did you save us?"

Superman met his glare without flinching. "Because you didn't deserve to die."

Im'Thror's eyes narrowed. "And..?"

"That's enough for us," Cyclops answered.

Lobo snorted. "Yeah, I hear ya, pal; these feebs are kinda stupid, that way."

Superman glared at Lobo. "Pay no attention to our idiot comrade, Grae'Dol," he said, before glancing back to the old fighter. "I am Kal-El."

"Scott Summers," Cyclops introduced, before gesturing to Black Bolt, "and this is Black Bolt, of Attilan. We don't want any trouble, either; all we want is to get out of here and go home."

Im'Thror scowled. "Then you're _fools,_" he snapped. "There _is_ no escaping Warworld…"

"Hold your tongue, whelp," Grae'Dol spat. "You've barely been hear a year; that's _far_ too short to give up all hope."

Superman's eyes went wide. "A _year?_" he repeated. "How long have _you_ been here?"

Grae'Dol sighed. "_Too_ long," he murmured. "I'm likely the oldest one, here…though that's not as difficult a feat as you'd think."

Cyclops grimaced. "_God…_this place is a _madhouse…_"

Grae'Dol's eyes suddenly gained a twinkle, as he remembered something long past. "It was not always so," he said. "Once, Warworld was a place of civilized competition; a place where warriors and athletes the galaxy over could compete for the honour of becoming Galactic Champion, bringing glory to their home planet." His voice suddenly became animated. "My very first year at Warworld, I had reached the very last stage of competition; only _one_ warrior stood in my path." His eyes shut tight. "That warrior holds the belt, to this day."

Superman's eyes narrowed. "_Mongul._"

Grae'Dol nodded. "Mongul was easily the mightiest warrior I have ever _seen_; he overpowered me with _ease,_" he lamented. "Worse still, after claiming the title, his private army took over Warworld and enslaved the rest of us and turning Warworld into the perversity you now know." His fist clenched. "Over the years, I have tried to defeat him in combat, but to no avail…and now, I am almost too old to fight, anymore…"

"It's as I _told_ you, old man," Im'Thror snapped. "There _is_ no escape."

Grae'Dol's determined expression returned. "I _told_ you, whelp, to not give up hope, for we have just been _given_ some!" he hissed. Turning back to Superman, he looked him dead in the eye. "Kryptonian, I know Mongul as well as any on this hell-hole, so if you believe nothing else I say, then believe _this_: I was watching from the barracks when you faced Im'Thror's brother. I saw Mongul's expression when you were victorious."

His voice turned urgent. "I have never seen any expression other than smugness on that face, but at that moment, Kryptonian, when you won…may the Maker strike me if I lie, but I saw _fear_ in his eyes; the fact that Mongul shields this place from the sun is but confirmation!" Grae'Dol insisted. "He _fears_ you!"

Superman kept his voice down. "If what you say is true, what can we do?"

"_Survive,_" Grae'Dol insisted. "Grow strong, and when the day comes, _strike_ that bastard _down!!_"

Lobo snorted. "Sorry, old timer, but we don't plan on stickin' around, that long," he sneered quietly. "We're bustin' out, right fanboy?"

Superman's gaze was thoughtful, as he looked to the other fighters…no, the other _prisoners…_

Lobo grimaced. "_No,_" he said. "No fraggin' _way_, fanboy..!"

"Lobo's right about _one_ thing; we can't afford to wait," Superman whispered. "There may be another way: we have a ship that is capable of disabling Warworld's weapons, but it can't get close enough to let us escape, and we don't want to risk that planet-killer getting even _one_ shot off. We may have a plan, but we need a full layout of Warworld for it to work."

Cyclops nodded. "Is there a computer-terminal nearby we can use?"

Somewhat shocked, Grae'Dol shook his head. "No; all of the nearby terminals are secured by passwords, but…" he began, before his eyes went wide, "…but there _is_ an insecure terminal in the infirmary…"

Superman grinned. "In that case, Grae'Dol, I think we may just have a way to get _everyone_ off Warworld."

Cyclops and Black Bolt both nodded, smiling, while Lobo just groaned, placing his head down on the table. "I _knew_ I shoulda asked Rone fer more money…" he grumbled, as Superman began to discreetly outline the plan…

XXXXXXXX

Within minutes, meal-time was over, prompting the guards to lead the fighters back to their cells; as he was and Im'Thror were led out of the cafeteria, Grae'Dol did his absolute best to hide his good spirits.

_Finally_, after so long, there was _hope_. Kal-El's plan was bold; _insane_, even…but if he and his friends could pull it off…

Part of Grae'Dol had agreed with Im'Thror; part of him thought that he would die, here…but the _rest_ of him wanted so badly to believe it could be done, that he could taste _freedom_, again.

Besides, even if it _didn't_ work, when he died, he could at least die _proud_ in the knowledge that he had done all that he could do…

By then, the guards had almost led them to their cell; as they rounded the corner, Grae'Dol's eyes went wide as he saw none other than Mongul standing in front of the cell. As he spotted him, Mongul smiled. "Ah, Grae'Dol, old friend; it's so _good_ to see you are well."

Grae'Dol scowled. "Would that I could say the same."

Mongul laughed. "Still sore, I see. _How_ long has it been since our last battle, Grae'Dol? Five years? Six?"

"What are you _doing_ here, Mongul?" Grae'Dol spat.

Mongul chuckled. "My guards couldn't help but notice that you were getting chummy with the Kryptonian and his friends."

Grae'Dol stayed cool. "They were worthy adversaries; I was merely paying my respects."

"That's good," Mongul said. "So you won't mind fighting the Kryptonian in the Final Conflict?"

Grae'Dol suppressed a flinch. "No."

"_Excellent!_" Mongul said, before moving a bit closer. "After all," he whispered, "if I were to suspect that someone wasn't giving their all…I might have to pay a visit to _someone's_ home planet."

Grae'Dol grimaced. "That won't be necessary."

"Good." As he turned to go, Mongul finished, "One last thing, old rival: I don't want you to kill the Kryptonian…but he doesn't have to be _very_ alive." With a laugh, Mongul walked off, as Grae'Dol and Im'Thror were shoved into their cell.

As the door was locked behind them, Im'Thror whispered, "He _knows…_"

Grae'Dol shook his head. "No, I don't think so; he just wants Kal-El alive for some reason."

Im'Thror scowled. "It'll never work," he insisted. "Escape from Warworld is _impossible._"

Grae'Dol chuckled as he sat down, to rest. "We'll see, young pup; we'll see."

XXXXXXXX

_Warworld infirmary_

The infirmary of Warworld wasn't in much better shape than the rest of it; its medical cots were shabby, its diagnostic equipment was hopelessly out-of-date, and its pharmacy was nearly bare. Fortunately, due to the brutal nature of its events, the infirmary wasn't used much; in Warworld, nine times out of ten, you were either healthy enough to fight…or dead.

Naturally, when Lobo strode into the infirmary, with an unconscious Superman over his shoulder, the lone attending physician, a blue-skinned, three-eyed humanoid in a white medical robe, was quite startled to see them. "C-Can I help you..?" he asked nervously.

Lobo scowled. "Yeah; this wuss here just keeled over on the way back to our cell," he grumbled. "Somethin' about not getting' enough sunlight; mind givin' him somethin' to perk him up? I got _better_ things ta do than drag his fat ass around, all day!"

Gulping, the physician quickly nodded. "Of…of _course!_" he exclaimed, recalling what little he knew of Kryptonian physiology. "He…he must not be used to getting so little solar energy; a multi-vitamin serum should do the trick!" With that, he hurried into the pharmacy, to mix up the serum, leaving Lobo and Superman alone with the nearby data-port…

As soon as the pharmacy door closed, Superman opened one eye. "He gone?"

"Yep; all clear, fanboy."

At once, Lobo put Superman down, before they both moved to the data-port, as Superman unclipped his belt-computer and affixed it to the port; almost instantly, the mini-computer had hacked into Warworld's systems, bringing up a holographic layout of the station. Quickly, Superman looked over the map. "Hmm…it looks like Warworld's anti-gravity field is being projected from the main shield-generator, along with whatever field Mongul is using to keep sunlight out; we take that generator out, Mongul loses his advantage."

"So all we gotta do is frag that thing and we're golden, eh?" Lobo said. "Fine by me; gimme a couple grenades, and…"

"No need," Superman interrupted. "From the looks of the generator's schematics, it can be rigged to overload on its own."

Lobo scowled. "Fraggit, I _never_ get to have any fun…"

Scanning through the map, Superman's eyes narrowed as he pointed to another chamber in the opposite direction from the shield-generator. "This looks like the main weapons control center," he observed. "It looks too complex to hack from here; not without alerting Mongul."

"So yer pals'll need to do it, up close and personal," Lobo said.

Superman nodded, as he brought up the guard rotations…and grimaced as he saw the numer of guards on duty throughout the hallways…until he stopped at one time-code. "Hang on…most of the guards are on duty at the arena, here," he thought aloud, before scrolling to another time-code. "Here, too; these times correspond to battles in the arena…"

"Looks like we'll need to make our move during one of Mong's shows," Lobo observed.

"Looks like it," Superman agreed, before he downloaded the map-data, switching on his communicator. "Boy-Scout calling Nightingale; you there, Ali?"

"_Nightingale here, Boy Scout; you guys okay?_"

"We're all fine, Ali," Superman replied. "I'm sending you guys a map of Warworld; the targets we need to hit are specified in it. The plan is for you guys to 'port in and take them out while we keep Mongul's attention on us during one of his games. Is Lockjaw with you?"

"_Yeah, he's here,_" Power Girl answered. "_Tausha, are you sure you're up to this..?_"

"I _have_ to be, Ali."

"_You'd better be sure, buster, because we've got __**more**__ trouble; if we don't wrap this up in an hour, now, the government's coming in, guns blazing…_"

Superman shut his eyes. "…and they'll be blown to pieces."

"_Yeah._"

Lobo chuckled. "Well, ain't you two a cute couple; two worry-wart feebs!"

Power Girl paused. "_Who's __**that?**_"

Superman sighed. "That, Ali, would be Lobo; just _ignore_ him."

"'_Lobo'??_" Power Girl repeated. "_Wait…is he the nutcase who was trying to __**kill**__ you, before?! You're __**working**__ with him?!_"

Superman sent Lobo an annoyed glare. "_Believe_ me, _taushi_; it _wasn't_ my idea."

Lobo scowled. "Oh, and like _I'm_ thrilled about it?" he shot back, before glancing towards the communicator, smiling slyly. "I'd've _much_ prefered to work with someone like _you_, sweet thing."

There was a momentary silence. "_Kal?_" Power Girl asked. "_After we bust you guys out of there…can we beam that jerk-off into space?_"

Superman chuckled. "Tempting though it is, Ali, it wouldn't do any good," he answered. "You guys should get ready; I'll signal you when it's time to move in, okay?"

"_Okay. Good luck,_" Power Girl said, before she ended the transmission.

By then, the physician, none the wiser, had returned with the vitamin serum, which, surprisingly, made Superman feel a lot better than he had been. He and Lobo were about to head out when they were stopped by two guards. "Come with us," the lead guard ordered. "Final Conflict is about to begin." With that, they led Superman and Lobo away.

Superman and Lobo were led into another waiting area, along with Cyclops, Black Bolt, Grae'Dol, Im'Thror, and another two-man team. "What's going on?" Cyclops asked.

"I don't know; something called 'Final Conflict,'" Superman answered…before he noticed the sullen expression on Grae'Dol's face…

Within minutes, the eight of them were herded into the main arena, where Mongul was presiding, the entire edge of the arena rimmed with guards. "Welcome, worthy warriors!" Mongul declared. "The time has come for Final Conflict; the eight of you will do battle, until only _one_ of you remains," he chuckled, "who will then have the honour of facing _me_ in battle." He gestured to the eight of them. "Which among you shall it be?" Laughing, he clapped his hands. "Let your _fists_ decide!"

At that, the energy-cords linking them together suddenly vanished, before they were all teleported away; partitions then rose up from the ground, creating four mini-arenas, as two of them were 'ported into each battle-zone.

As he recovered his bearings, Superman discreetly tapped his belt-computer, signaling the others in the _Argo_ to move in; now was as good a time as any. Looking around, his eyes slightly widened as he spotted Grae'Dol, his expression one of despairing determination, as he closed on him.

Steeling himself, Superman quietly sighed. '_It's never easy, is it..?_'

XXXXXXXX

The cheering of the crowds echoed all the way through the deepest corridors of Warworld, resonating through the metal hallways; only a skeleton security detail roamed the halls, now, as the majority of Mongul's guards were at the arena, ensuring that none of the fighters got out of hand…

…which meant that no-one was there to see a flash of light appear in one of the hallways, as Lockjaw, guided by the map that Superman had sent them, 'ported himself, Phoenix, Power Girl, Green Lantern, Hawkgirl, Medusa, Crystal, Siryn, Havok, Android, Polaris, Leap, and Krypto into the corridor.

As they emerged from the teleport, undetected, Medusa smiled, and gave Lockjaw a scratch behind the ears. "Thank you, old friend," she said. "You had best return to Attilan; you've done your part." Lockjaw responded with a deep '_urf!_' before he 'ported himself away.

Looking around, Crystal grimaced. "The air here is _putrid,_" she murmured. "I don't know how Black Bolt has _survived_ here for so long…"

"Hopefully, he won't _have_ to put up with it for much longer," Phoenix said.

Green Lantern nodded. "Everyone know their targets?"

"_Affirmative,_" Android responded. "_The location of the weapons-control center has been loaded into my nav-system._"

"My belt-computer has the location of the shield-generator," Power Girl reported. "We should be able to find it." No more needed to be said, after that; at once, they split up: Android, Havok, Hawkgirl, Crystal, Polaris, and Krypto headed one way, towards the weapons-control center, while Green Lantern, Phoenix, Medusa, Power Girl, Siryn, and Leap headed the other way, towards the shield-generator.

After several minutes, Android spoke up. "_My sensors are detecting EMF-emissions; the security cameras mentioned in Kal's map-file are a few feet ahead,_" he said. "_Polaris, it would be prudent if you were to disable them._"

"Got it." At that, Polaris charged her powers and unleashed a series of localized electromagnetic pulses down the hall, disabling the cameras with pin-point accuracy.

Havok chuckled. "Nice one, Lorna."

Polaris giggled. "Thanks…" she began, but stopped as Krypto started growling at something down the hall. "W-What's the matter, boy..?"

"_Alert: I am detecting faint biometric readings approaching us,_" Android reported. "_I detect three distinct bio-signatures._"

Hawkgirl scowled, as she drew and extended her mace. "Mongul's guards."

Havok grimaced. "And we've got nowhere to hide," he groaned. "We're busted…"

"Maybe not," Crystal interjected, glancing to several water-pipes running above them. "I can sense water in these pipes," she continued. "I _should_ be able to reach it…" Her voice trailed off as she concentrated; slowly, the pipes began to heat up, until a jet of steam burst through, spraying the area ahead of them, shrouding it in hot mist. After holding position for a few minutes, they heard muttering and cursing from within the fog…

"_I have a lock: three guards, each carrying hand-held particle-projection cannons,_" Android reported.

Hawkgirl nodded. "Lorna, disarm them; Alex, Krypto, as soon as Lorna disarms them, we take them out." Nodding, Polaris then unleashed a wave of magnetic force, yanking the weapons away from the guards; before the startled guards could react, Hawkgirl and Krypto charged into the fog. Hawkgirl slammed one guard unconscious with her mace, while Krypto bit the second by the leg and held on, before tossing him away, to land hard, out cold. The third guard tried to run, but Havok fired a force-blast, knocking him into oblivion. The threat neutralized, Crystal promptly condensed the haze, freezing it onto the pipes, sealing them and clearing their path, before they continued on.

Within minutes, they had reached the control center; morphing one of his fingers into a long metal claw, Android jammed it into the complex network of consoles, easily hacking into Warworld's systems. "_It would appear that Warworld's weapons control network has several layers of redundancy,_" he reported. "_Disabling it will be no simple task, as neutralizing one layer will simply prompt an underlying layer to activate._"

"Can't we just blow it up?" Havok asked.

"_Inadvisable; my sensors indicate that Mongul constantly maintains an uplink to the control-system,_" Android answered. "_Disabling this processing center would only alert him to our presence._"

Krypto whined at that, while Crystal looked stricken. "What should we do, then?"

Android frowned…before his eyes lit up. "_There may be a way…__**excellent!**_"

Polaris chuckled. "What?"

"_So long as this station remains active, even Mongul's portable uplink must be routed through here,_" Android answered. "_I have instructed this station to run through numerous diagnostics every time Mongul sends a firing command; that should be more than sufficient to delay him long enough for the Argo to neutralize Warworld's planet-killer._"

Hawkgirl grinned. "Excellent thinking, Mark!"

"Yeah, way to go, Metal-Head!" Havok agreed, before his tone turned serious. "We'd better get into position, in case Big Blue and the others need us."

Polaris looked stricken. "Do you think he's okay?"

As they all turned, and headed back, Hawkgirl managed a light smile. "Kal's a tough one, Lorna; I'm sure he's _fine…_"

XXXXXXXX

As Grae'Dol charged at him, Superman braced himself as the alien veteran's fist slammed into his abdomen, knocking him back a good ten feet. Recovering quickly, Superman blocked his opponent's follow-up punch, before twisting Grae'Dol's arm behind him. "I know we need to make this show look convincing," he whispered, "but there _is_ such a thing as going _overboard…_"

Grae'Dol grimaced. "Mongul is threatening to use his planet-killer on my home-world," he said despairingly. "I _cannot_ let up!" With that, he pushed off from the floor, slamming himself and Superman against the nearby wall, forcing Superman to break his grip.

Rolling clear of Grae'Dol's heel-stomp, Superman was back up on his feet in seconds, just in time to meet his foe's charge, tapping the bare _minimum_ amount of his remaining energy; he didn't have much left, now. "We won't let Mongul go anywhere _near_ your home, Grae'Dol," he said firmly. "We just need to buy a _little_ more time..!"

"I _cannot!_ He'll _know!!_" Grae'Dol hissed. "You _must_ strike me down, Kryptonian! It is the _only_ way!" He then punctuated the sentence with a headbutt; Superman was driven back, but quickly recovered in time to block Grae'Dol's punch, before evading around the old fighter. _Nobody_ else was going to die for Mongul's twisted scheme.

_Not_ today.

In an adjacent battle-zone, Im'Thror rushed at Cyclops, evading his barrage of optic-blasts, before shoulder-slamming into him, sending him sprawling. "Grae'Dol must have been _senile_ if he thought the four of you could ever help us escape," the alien warrior spat, as he strode over, grabbing Cyclops by the collar and lifting him up, before pulling off his visor. "How could such _weaklings_ even _hope_ to defeat Mongul?"

Cyclops grit his teeth. "It's _easy,_" he muttered, "when utter _morons_ like you _underestimate us!!_" And with that, he opened his eyes and took a _good_ look at Im'Thror, blasting him clear across the battle-zone, slamming him against the wall and knocking him out.

Black Bolt wasn't having _nearly_ as much luck as the others; as his opponent, a seven-plus-foot-tall, green-skinned, squid-like alien, lashed at him with one of its tentacles, Black Bolt darted aside, moving towards one of its supporting limbs and buckled it with a side-kick, causing it to fall to his level. He was about to follow with a punch to its face…but his lungs simply gave _out_, as every breath he took felt as though he was inhaling _chlorine_, forcing him to drop to his knees, at which point the recovered alien grabbed him and slammed him into the wall, before flinging him across the arena. Black Bolt struggled to get back on his feet, his vision blurring, as his foe started to close on him…

Suddenly, the nearby wall collapsed, as a blue-skinned humanoid being crashed through it…with a laughing Lobo on his back, slugging him in the face as he went down. "_Now_ I get why these feebs love it here!" he crowed. As his foe fell unconscious, Lobo hopped off his back, before he spotted Black Bolt's approaching opponent…and scowled to himself. "Aw, _fraggit…_" With that, he picked up his unconscious opponent, took aim, and _threw_ him at the squid-alien, striking him right in the face, knocking him out. As Black Bolt struggled to catch his breath, Lobo walked over to him, yanking him back onto his feet. "Don't say I never did nuthin' for ya, Bolt."

As Grae'Dol charged at him, Superman knew that reason wasn't going to help, this time; he had to end this _now._ Tapping another fraction of his dwindling reserves, Superman took a deep breath, held it until Grae'Dol was _inches_ away from him…and then released it; the resulting gale-blast sent the old gladiator flying, slamming him into the partition wall with a sickening _CRACK!_ Superman was horrified, fearing he'd done the unthinkable…but breathed a relieved sigh as he saw Grae'Dol still breathing.

"Well _done!_"

As the partition walls – or what was left of them – dropped back into the ground, a badly-winded Superman, along with the other three, turned to face Mongul, who had risen from his seat. "The four of you have done _exactly_ as well as I'd hoped you had," he sneered. "I look forward to seeing _which_ of you four is the _best_…but, of course, there is the matter of _finishing_ your opponents."

At that, four pedestals rose up from the ground, each holding a saber sporting a deadly, serrated blade; their purpose was clear. Lobo looked jubilant at the thought, but Cyclops and Black Bolt were clearly as torn as Superman was…

"It's alright…"

Looking to the fallen Grae'Dol, Superman was surprised to see a faint smile across the old warrior's face. "I have lived here for _far_ too long, Kryptonian; I have made my peace," he whispered, before closing his eyes. "Give me a warrior's death…" At that, Superman's expression hardened…before he grasped the saber, pulling it back…

…and _throwing_ it with a fraction of his remaining energy, burying it in the wall _inches_ from Mongul's head. "Like I said before," he whispered, "_nobody_ else is dying, today." His eyes narrowing, he then turned to the angered Mongul. "_Mongul!! I CHALLENGE you!!!_"

The entire arena went deathly silent, as the Gamesmaster sputtered, before recovering his wits. "You've got _quite_ a bit of nerve, Kryptonian," Mongul growled. "You think you can challenge me as if I were no different from any _other_ piece of Warworld scum?"

Superman smiled wryly. "What's the matter?" he taunted. "Are you _afraid..?_"

The arena went even _quieter._

"_Afraid?_ Of _you??_ _Hardly,_" Mongul sneered. "But you're forgetting; only the _victor_ may challenge me…"

"_I've_ got no problem with it," Cyclops said.

Black Bolt simply nodded.

As Superman glanced to Lobo, who simply rolled his eyes. "Fine, fine," he grumbled. "I guess when the fanboy frags up, it'll be easier for _me_ to stomp Mong's ass. Knock yerself out, Supey."

Smiling slyly, Superman turned back to Mongul. "Well, Mongul?" he asked. "Do you accept…or _yield?_"

Mongul was silent for a moment…before his face twisted in utter _rage._ "I _accept._"

At those words, the guards moved in, ushering the other fighters out of the arena, as Mongul effortlessly leapt from his seat, landing in the arena with an impressive _thud._ Superman refused to be intimidated. "I suppose this should be a novel experience for you, doing your _own_ dirty-work for a change."

Mongul smiled cruelly. "I suppose so," he shot back. "Still, it always _is_ a good idea to get up and stretch my legs, every so often!" And with that, he rushed at Superman with a speed that belied his size; his eyes narrowing, Superman ran at him, to meet his charge head-on…

…which, in retrospect, _wasn't_ the smartest idea.

Mongul _easily_ evaded Superman's haymaker, and struck him with a clothesline that sent him cartwheeling through the air, landing flat on his face. "I didn't become Champion here for _nothing_, boy," Mongul snarled, stalking towards him. "I've _earned_ the right to sit at the top!" With that, he grabbed Superman, before racing towards the wall, intending to smash his face into the stone…

…but at the very last second, Superman kicked his feet out, contacting the wall, before stepping _upwards_, running the motion into a flip, landing _behind_ Mongul…and causing him to smash _himself_ into the wall. "I'd have _never_ guessed," Superman retorted. Turning around, Mongul _glared_ at him, before charging at him, again; this time, Superman managed to lean out of the way of Mongul's side-kick…but was unable to avoid the alien warlord's follow-up punch, which sent him skidding across the ground. Superman skidded about ten feet, before doing a handspring, getting back up on his feet; he was going to have to stay on the defensive, and buy enough time for the others to neutralize Warworld…

…provided he could survive.

As Mongul came at him, again, Superman ducked _under_ Mongul's backhand strike, slamming his knee with a sweep-kick, before darting back up and giving him a solid _shove_, sending him sprawling to the side. Mongul recovered quickly, his expression _furious_…before it turned to a sly _smile_, as he tapped a button on his cranial implant.

At once, numerous laser-turrets popped up out of the ground, which instantly began firing on Superman, forcing him to dodge…and blunder _right_ into the path of Mongul's fist. Superman landed hard, but managed to get to his feet. "So much for playing by the rules," he muttered.

Mongul laughed. "There's only _one_ rule in Warworld, boy!" he crowed. "_Survive!_" With that, he darted towards Superman, grabbing him and _throwing_ him towards the wall. "Good luck with that!"

As Superman saw the wall racing towards him, he grimaced as he made his decision; quickly doing a mid-air half-turn, he impacted the wall, feet-first, before he _pushed_ off, tapping most of what remained of his energy, rocketing towards Mongul at super-speed, _slamming_ into him with breakneck force, sending him _flying_ across the arena, to slam into the wall. Gasping for breath, Superman struggled to his feet; he was _literally_ running on fumes now…and as he saw Mongul starting to get back to his feet, his dismay only grew.

He hoped the others were having better luck…because he _couldn't_ keep this up, much longer.

XXXXXXXX

_A few minutes earlier_

The constant hum of Warworld's shield-generator was the only sound that broke up the monotony as two guards remained at their posts just outside the generator's control-room, their expressions distinctly cross. It wasn't fair; at least on arena-duty they could watch the games play out. _Nothing_ ever happened on generator-duty…

Suddenly, a silver-blur darted past them at sickening speed, snatching their weapons away before they could even react; as they turned around, they were blasted clear off their feet by a sudden wave of sonic force. As the guards fell into unconsciousness, Power Girl walked back towards her teammates, setting the two laser-rifles aside. "Not bad, LeRoux."

"Likewise, Blaire," Siryn sassed back, as she and the others caught up, heading into the generator chamber. "Any ideas on how to disable this thing?"

Green Lantern's eyes narrowed thoughtfully as he studied the impressively-sized generator, consisting of three glowing, interconnected pylons, with a single console being fed data on all three. "This thing looks like a more advanced version of a common generator-type used in most Confed vessels; one pylon handles the reactant-intake and initializes the power-sequence; the next pylon contains the initiated reaction and modulates it, bleeding off energy to maintain the shields; and the last pylon collects the by-products and recycles them, feeding the still high-energy ones into the initial pylon, while disposing of the fully spent fuel."

"Interesting," Medusa noted, "but how do we disable it?"

Siryn glanced to Green Lantern. "I imagine such a system would maintain a delicate balance between its three stages."

"A _very_ delicate one," Green Lantern agreed. "If pylon 3 is over-active, it yanks out still-usable fuel from the main reaction, killing the power-sequence. If pylons 1 and 2 are over-worked, the reaction could build to critical levels…"

Power Girl quickly caught on. "Could we over-charge pylon 3 and make the system shut itself off?"

"Possibly," Siryn agreed, "but that Mongul cur would likely detect it, and override our sabotage."

"Well, what about charging up pylons 1 and 2?" Leap suggested. "That'll blow the entire thing..!"

"Oh, yeah…along with half of Warworld, including _us,_" Green Lantern replied. "This sucker's handling some heavy-duty isotopes, missy; blowing it is _not_ an option."

Phoenix nodded. "This thing likely has safety measures to _prevent_ that kind of thing from happening, anyway," she concurred.

"Yeah; if pylon 2 starts overloading, the failsafe kicks in and vents the whole mix into space," Green Lantern confirmed.

Siryn's eyes widened. "The _entire_ mix?" she repeated. "How long would it take for the generator to cycle back up, if that were to happen?"

"Oh…a good few minutes," Green Lantern repeated…before he caught on. "If we shut _off_ pylon 3, then the generator will start to overload and shut itself off..!"

"…giving the _Argo_ an opportunity to fly in and _blast_ that planet-killer!" Power Girl finished.

Medusa's eyes widened worriedly. "Can it be done?"

Green Lantern quickly got to work at the main console. "I think so," he reported. "I just need a couple of minutes..!"

"Uh, Lantern?" Leap asked. "We may not _have_ a couple of minutes!" With that, she pointed further down the corridor…where about a dozen of Mongul's guards were closing on them, likely drawn by the sounds of their comrades being taken down.

As the air started to fill with laser-fire, Green Lantern grimaced. "_Damn!_" he swore. "Blaire, get to the other side of the console, and input these commands as I tell you; the rest of you, keep them off of us!" With that, Power Girl quickly moved to the opposite screen, her hands blurring over the keys as Green Lantern relayed instructions to her, while the other four took up defensive positions ahead of them. Phoenix quickly raised a TK-barrier, repelling numerous laser-blasts, while Siryn unleashed a barrage of spell-bolts, taking out three of their assailants. Three more started to close on them, but they were promptly halted, as Medusa unleashed her deadly locks upon them; the Inhuman monarch's hair grew faster than ivy on industrial-strength fertilizer, the tips of her locks sharpening like rose-thorns as her hair sliced into the three of them, forcing them to flee.

Three more guards tried to barricade themselves next to an adjacent corridor, but Leap quickly 'ported behind them, grabbing one and tossing him into the other two. The remaining three guards instantly opened fire on her, but Leap 'ported away, _just_ as Phoenix unleashed a massive TK-surge, sending them flying down the corridor. With the last of their assailants dispatched, Phoenix breathed a sigh of relief…until she sensed _more_ guards approaching from further down. "Any time, now..!"

"That's it; we're _done!_" Green Lantern exclaimed, as he and Power Girl finished entering the last of the needed commands; at once, the third pylon's glow all but _vanished_, while its brethren began to glow steadily brighter. "Let's _move_, people!" With that, the six of them fled down a nearby corridor, heading for the main arena, where Superman, Cyclops, and Black Bolt were still being held…and hoping that they weren't too late…

XXXXXXXX

As Mongul came at him, Superman could only brace himself; the Champion of Warworld closed the distance between them in a matter of _seconds_, slamming Superman's face with a haymaker. Superman stumbled back, his rapidly dwindling invulnerability preventing him from losing any teeth, before Mongul drove his knee into his gut, following with an uppercut that knocked him _clear_ off the ground, before falling back with crushing force. Coughing, Superman got back on his feet, a coppery taste sliding across his taste buds as he wiped the trail of blood from his lips, his stance lightly wavering as he looked Mongul in the eye.

Mongul's smirk hadn't lessened one bit. "You know, Kryptonian, I must say I've _enjoyed_ this," he said pleasantly, before slamming Superman with a right cross, sending him stumbling back. "I mean, after pounding on Grae'Dol's tired old carcass for several years, it's refreshing to fight someone with some _spirit!_"

He punctuated the sentence with a double-punch combo; Superman tried to block the first punch, but the second one tore through his guard and crashed into his jaw, knocking him to the ground. "But let's _face_ it, boy," Mongul sneered as Superman staggered to his feet. "Your fate was sealed the _minute_ you entered Warworld."

Once more, he slammed Superman with a punch, sending him crashing into the wall, cratering it; Superman sagged to the ground, while Mongul walked towards him, grabbing him by the collar and lifting him up. "_No-one_ can defeat me, boy," Mongul snarled. "_Believe_ me, you'll have _plenty_ of time to get used to that fact."

Suddenly, Superman's belt-buckle began to beep, startling Mongul…and causing Superman to smile. "Wasn't…_trying_ to defeat you, Mongul."

Mongul's smile wavered, but he managed to maintain his bravado. "No?"

"_No._" Superman's smile grew, as he finished his sentence. "I was _stalling!_"

Suddenly, the sound of an explosion echoed through Warworld, before the entire arena simply became _brighter_, bathing the entire arena in sunlight.

_Yellow_ sunlight.

Mongul's eyes went wide as the light struck Superman, instantly revitalizing him, mending his injuries right down to the tiniest _cut._ Before Mongul could react, Superman grabbed his wrist and _threw_ him across the arena, slamming him into the wall with _twice_ the force of Mongul's blow. Mongul was dazed, but recovered quickly, as he signalled for his guards to move in…

…but they never got the chance; Mongul's legion of guards were suddenly blasted clear off the rim of the arena and into the main battle-zone by a barrage of green energy-beams, light bursts, TK-surges and force-bolts, as Green Lantern, Hawkgirl, Phoenix, Power Girl, and the others emerged behind them, quickly descending and surrounding the entire arena, preventing Mongul from escaping. Mongul momentarily looked stricken as his forces struggled back to their feet, but his hands quickly moved to his cranial implant, his eyes narrowing. "You're forgetting that I _still_ hold the trump-card, boy!" he snapped. "Stand down or Earth _burns!_" And with that, he tapped a panel on his implant, signaling the planet-killer to start powering up…

…but there was no response; instead of the immediate confirmation signal he'd been expecting, all he got was a slow 'stand-by' signal.

As Mongul's expression collapsed, Superman chuckled. "Android, I take it you were successfully able to sabotage Warworld's weapon-systems?"

"_Affirmative, Superman; Warworld will be unable to respond to Mongul's commands for another several minutes._"

"Good," Superman replied. "That's _plenty_ of time!" With that, he drew his belt-computer. "_Argo_: arm Positron Cannon and Trans-Phase Lasers; target all weapons-emitters, attack-pattern _Val'Ron!_"

Far outside Warworld, in the black of space, at the outer reaches of what had been Warworld's anti-gravity field, the _Argo_ whirred to life, its weapon-pods instantly extending as it received its master's instructions; the Speeder darted towards the massive monstrosity, firing a salvo of anti-electron bursts with pin-point accuracy, utterly annihilating Warworld's arsenal of laser-cannons and torpedo-launchers, before closing on the planet-killer. By then, the massive laser-cannon had emerged from its storage silo, and was starting to power up…until several deadly green beams lanced through it, phasing through its outer hull to destroy its delicate inner mechanisms; the planet-killer instantly went dead, utterly useless, as the _Argo_ flew past, awaiting its next instructions.

Mongul's expression was utterly _comical_ as the outside explosions echoed through the arena. Green Lantern chuckled. "Nothing like a level playing-field to ruin a bad-guy's day, is there?"

Superman smiled, and nodded. "_Nothing_ like it."

Mongul's expression turned _livid._ "_GET them!!_" His goons needed no more than that, and opened fire.

Several stray shots bounced harmlessly off of Superman's chest as he raced towards Mongul, who, in turn, charged straight at him; their fists struck each other at the exact same time, sending them both flying across the arena. As Superman flew backwards, he did a mid-air flip, landing on his feet, while Mongul impacted the ground once, before rolling back up onto his feet, quickly blocking Superman's follow-up punch, countering with an uppercut of his own. Superman was knocked airborne, but he recovered in seconds, flying at Mongul at deafening speeds, pummeling him with a mach-speed barrage, sending him flying across the arena once more. Superman was about to press his advantage when a maelstrom of laser-fire from four of Mongul's forces interrupted him; inhaling deeply, Superman unleashed a burst of his gale-breath, blowing two of them away, while the remaining two managed to roll clear…right into Krypto's jaws, as the Superdog pounced on one, biting into his shoulder and _throwing_ him into the other…

…before he promptly scampered towards his master, pouncing at him and licking his face.

Despite the seriousness of the situation, Superman couldn't help but chuckle. "Okay, okay, Krypto; I missed you, too!" he exclaimed, coaxing the overjoyed canine down. "Just be sure to..!"

But he was cut off, as Mongul closed on him and tackled him from behind, sending him sprawling. Snarling in fury, Krypto darted towards Mongul and bit him on the ankle; grimacing, Mongul managed to shake the enraged war-hound off, sending Krypto tumbling towards his master. As Superman and Krypto both recovered, Mongul tapped his cranial implant…and smiled. "As I told you, boy…_I_ make the rules, here!"

Almost instantly, dozens of automated laser-turrets popped up out of the ground, opening fire; rolling to the side to evade several laser-blasts, Green Lantern fired a ring-beam, demolishing the turret that had fired on him, before expanding the beam into a barrier, covering Phoenix, Power Girl, Polaris, Crystal, and Medusa as they darted towards their captive comrades. Havok let loose with a pair of force-pulses, demolishing two turrets as they popped up, before turning to paste one of Mongul's guards as he came at him; as he did so, two more started to get a firing solution on him…but their aim was very quickly spoiled as Hawkgirl dove at them, slamming them with her mace and knocking them for a loop. Three more came at her, unleashing a barrage of laser-blasts at her, forcing Hawkgirl to rapidly block with her mace, slowly driving her back…

Spotting Hawkgirl's predicament, Green Lantern unloaded a triple ring-beam at the guards, sending them flying. Mildly surprised, Hawkgirl turned towards her comrade…before smiling, and pulling her mace back, letting it fly, to slam into the turret that had just popped up behind him, utterly demolishing it.

As numerous turrets popped up, taking aim at the group heading towards the hostages, Leap took hold of Android by the shoulder, and 'ported them both behind the nearest turret; at once, Android lashed out at the weapon, morphing his hands into silvery tendrils, piercing the turret's armour plating, and allowing him to pour himself over the turret, taking control of it effortlessly. With the turret under his command, Andoid was easily able to blast each and every one of the attacking turrets, turning them into scrap, before draining the turret he'd commandeered, and then flowing off of it. While her cybernetic comrade was dealing with the turrets, Leap quickly 'ported herself towards one of the guards that was advancing on Android's position, quickly grabbing the goon by the collar, and 'porting away…straight up into the air, sending them both falling towards the ground; at the very last second, Leap 'ported away, landing perfectly, while her opponent crashed into two more goons, knocking all three of them out.

The guards keeping an eye on the combatants opened fire as Phoenix, Power Girl, Polaris, Crystal and Medusa headed towards them, but a sonic scream from Siryn took out half of them, while stunning the remainder long enough for them to get close. Power Girl and Phoenix unleashed a torrent of eye-rays and firebolts, blasting several guards out of their path, while Polaris generated a neon-green magnetic field, yanking their weapons clean out of their hands. Instantly, Crystal summoned a condensed cloud of supercooled air directly in front of the guards, which violently expanded, both blinding and freezing numerous guards, leaving them as sitting ducks for Medusa's lethal tresses. As half of the guards fell to their comrades, Cyclops and Lobo saw their opportunity; snapping open his visor, Cyclops unleashed an optic-wave, blasting half of the remaining guards across the arena, while an enraged Lobo snagged one guard with his chain, spinning him around like a makeshift ball-and-chain, decimating what was left, before snapping his chain and flinging his captive away. "What the fraggin' hell _took_ you feebs so long?!"

Power Girl frowned. "You're _welcome,_" she retorted flatly.

Medusa ignored Lobo completely, moving past him towards her husband, her expression turning stricken as she saw Black Bolt, half-conscious, leaning against Cyclops for support. "M-My Lord, are you alright?"

Hearing her, Black Bolt looked up, before managing a weary smile. "I think he's okay," Cyclops reported, "but we need to get him out of here, right now; between the air here and the past few hours, he's in hard shape."

Crystal looked a bit nauseous, herself. "I can see why; the air here is _putrid,_" she complained. "In any case, we'd best have Superman signal his ship to…"

But her voice trailed off as dozens upon dozens of laser-turrets popped up out of the ground, surrounding them. Polaris gulped. "Uh…we might need to hold off on that, for a minute."

As the turrets started to power up, the entire group started to edge away, ready to react instantly, until Black Bolt stepped forward. Medusa's expression turned confused. "My Lord..?" Black Bolt quieted her with several gestures…which only caused her eyes to widen. "My Lord, you _mustn't..!_"

"What's wrong?" Phoenix asked.

Crystal gulped. "It seems that my brother-in-law has a few choice words for our friends, here."

Cyclops' eyes went wide behind his visor. "Uh-oh."

"Husband, you are in _no_ condition to..!" Medusa began, but Black Bolt again silenced her with several gestures, indicating his insistence. Sighing, Medusa relented. "As you wish, my Lord." Turning to Phoenix, she added, "Phoenix, alert the others to my husband's plan; have them take refuge as best they can, and get as far away as possible." Phoenix nodded, quickly relaying the message to the others, before raising a TK-bubble around herself and the others, which Power Girl reinforced with a hard-light field, as Black Bolt looked to his targets, his eyes narrowing.

"_Enough._"

The word was spoken in the tiniest of whispers, almost inaudible…but almost instantly, that whisper grew _beyond_ deafening; as if in slow-motion, a sheer _wall_ of energy erupted from Black Bolt's vocal cords, sending a massive force-wave _rippling_ through the air across the entire arena, demolishing everything in its path. Green Lantern quickly raised a ring-barrier around himself, Hawkgirl, Android, and Leap, bracing the shockwave as best he could, while Siryn simply 'ported herself _behind_ the wave, causing it to miss her. Seeing the wave approach, Superman knelt by Krypto, and swept his cape over them both, bracing himself as the wave hit him…and then pass by.

As Black Bolt's whisper-wave passed, the entire battleground was left in ruins; every turret was demolished, and every guard had been sent flying; even their comrades were dazed, though they were none the worse for wear.

Lobo's statement said it all. "_Holy FRAG!!!_"

Cyclops chuckled grimly. "When Black Bolt speaks, people _listen,_" he said, "whether they want to or not."

Gasping for air, Black Bolt sagged to his knees, as Medusa quickly knelt by him. "We _have_ to get out of here, quickly!" she exclaimed. "My Lord does not have much time!"

The others all looked grim, but Lobo just snorted. "Yeah, you do that, sweet thing," he grumbled, hefting his chain, before looking towards the dust-cloud where Superman, Krypto, and Mongul had been. "Me, I'm gonna go rip that frag-bag Mong a _new_ one!" With that, he charged into the arena, leaving the others behind.

As the dust started to clear, Superman, his ears ringing from Black Bolt's whisper, stood up, as a disoriented, whining Krypto started to absently pace, trying to get his balance. "I _hear_ you, boy," Superman said, looking around, while trying to dull the ringing in his ears…before he spotted Mongul, just a few feet ahead of him, just as disoriented as he was. Mongul had spotted him as well; the warlord's eyes narrowed in fury as Mongul barreled towards him, unleashing a haymaker, but Superman ducked under the strike, countering with an uppercut as Mongul's momentum carried him close enough. Mongul stumbled back, but recovered quickly enough to block Superman's follow-up punch, slamming him with a headbutt. As Superman was driven back, Krypto snarled, and pounced at Mongul, but Mongul was ready, this time, and backhanded Krypto away, before readying an axe-handle-strike, to slam Superman's head to the ground…

At the last second, Superman rolled to the side, closing on Mongul in seconds and unleashing a blindingly-fast barrage of punches, pummeling Mongul senseless and sending him flying. Mongul toppled backwards, but managed to land on his feet, his hand moving towards his cranial implant…when the flying form of one of his guards, already unconscious, crashed into him. "Awright, you jack-fragging, _gelroid_-ridden son of a space-whore! The Main Man's got a bone to pick with you!!" Lobo roared, as he stomped towards Mongul, his chain drawn.

Superman managed a wry smile. "Glad you decided to help," he quipped. "Better late than never…"

"Don't kid yerself, fanboy!" Lobo spat. "You can get yerself fragged for all the Main Man cares; Mong's pissed the Main Man off, and now he's gonna get a grenade fer lunch!"

Superman rolled his eyes. "Fine, then; I'll hit him high, and you hit him low."

"Works fer me!" Lobo declared, as he whirled his chain in the air, and let it fly; the chain snagged Mongul's ankle, as Lobo yanked on the chain, dragging Mongul into the range of Lobo's fist. "Smile pretty, fanboy!" Lobo crowed, as he slammed Mongul's face with a punch, before spinning Mongul around like a ball-and-chain, and then giving his end of the chain a flick, sending Mongul flying across the arena. "All yours, Supes!"

As Mongul sailed across the arena, Superman darted ahead of him, slamming him with an uppercut, sending the alien warlord skyward, before darting ahead of him again, to send him plummeting to the ground, cratering it with terrible force. Groaning, Mongul picked himself up, as Superman touched down in front of him, while Lobo followed closely behind, his chain at the ready. Superman's eyes narrowed. "Had enough?" he asked. Mongul just snarled, tapping his cranial implant, activating the teleporter beam, which deposited a large, cannon-like weapon in his hands…

"_HEY!_ That's my favorite gun, you lousy sack of grignark-shit!!" Lobo exploded. Mongul just grinned cruelly, and squeezed off a salvo, blasting Superman and Lobo square in their chests, sending them flying across the arena.

Superman and Lobo both landed hard, but recovered quickly. "Oh, that _RIPS_ it!! He is _FRAGGED!!_" Lobo roared.

Superman's eyes narrowed. "If you get an opening, think you can grab that gun with your chain?"

Lobo sneered. "Standin' on my _head._"

"Good," Superman replied, as he darted out of the path of another blast-salvo. "You're about to get your opening." With that, he shouted out, "_Krypto, SIC 'em!!_"

Mongul had just been lining up another shot when a feral roar cut the air, as Krypto, recovered from Mongul's attack, pounced on him from behind, biting into Mongul's shoulder. Mongul howled in pain, trying to toss Krypto off…which kept him distracted enough for Lobo to throw his chain, snagging the weapon and yanking it away. The very second he did, Krypto leapt clear, as Superman flew towards Mongul at top speed, slamming into him and sending him skidding across the gravel. But Superman didn't stop there; as Mongul tried to get up, he quickly turned around and flew _back_, slamming into him, again. Turning again, he darted at Mongul once more, and slammed him with an uppercut, knocking him into the air. "_Lobo!!_"

Lobo grinned maniacally as he loaded his recovered weapon. "Welcome to Hotel de Frag, Mong!!" he crowed, before firing several clips from the weapon; the energy-blasts slammed into Mongul, sending him crashing into the wall of the arena, before sagging to the ground, dazed.

By then, the others, including Grae'Dol, Im'Thror, and the other gladiators had walked over, surrounding the fallen Gamesmaster. Grae'Dol just looked at Mongul…and chuckled wryly. "I almost didn't think I'd _live_ to see this day!" he chortled. Mongul snarled at them all, and tapped his cranial-implant…

…but the only response he got from it was a spark from its smashed casing.

Lobo smirked. "Aw, whatsa matter, Mong? Yer little toy got broke?" he sneered. He then aimed his weapon at Mongul. "Too bad fer you."

"Lobo," Superman said flatly.

"Oh, _now_ what?!" Lobo shouted. "Are you gonna try and say _this_ feeb deserves to live, fanboy?! 'Cause if you are..!"

"I'm _not_ saying that, Lobo," Superman replied. "For what he's done, Mongul very well _may_ deserve to die." His expression hardened as he glanced to Mongul, spotting the growing fear he saw on his face. "But it's not our place to make that decision." At that, Mongul looked relieved…

…until Superman gestured to Grae'Dol and his fellow fighters. "It's _theirs._"

At that, Superman and the others calmly stepped aside, as the fighters of Warworld started to close in on their former master. Im'Thror glared at Mongul. "Oh, we've _all_ waited a _long_ time for this…"

"_Wait._"

Grae'Dol's calm voice stopped them. "_Don't_ try and stop us, old man!" Im'Thror snapped. "He has this coming..!"

"True," Grae'Dol conceded, "but, for as long as we've _all_ been here, Mongul tried to make us all animals; if we kill him, all we'll be doing is proving him _right._ Is _that_ what you want?"

At that suggestion, the other fighters all stopped in their tracks.

Grae'Dol nodded, and then turned to Green Lantern. "Corpsman," he said, "I assume that your Guardians will want to have a talk with Mongul, correct?"

Green Lantern nodded. "I'll send a signal to Oa; the Guardians should be able to get a team here, within a few hours."

Siryn turned to Superman, a knowing smile on her face. "You _knew_ they'd do that, didn't you?"

Superman just smiled.

"Un-be-fraggin-_lievable_. Damn fanboy's _contagious,_" Lobo grumbled. "That's it, I'm going to go find my guns; when you feebs want to get out of here, come find me. If I stick around any longer, I'm gonna _retch._" With that, he walked off.

Chuckling, Grae'Dol turned back to Mongul. "There _is_ one matter we _should_ attend to, first," he said; with that, he reached down, grabbed Mongul's belt, and ripped it off, handing it to Superman. "It is my _honor_ to present this belt to a _true_ champion."

Superman smiled nervously, scratching the back of his head. "_You_ keep it, Grae'Dol; I don't want it."

Grae'Dol was incredulous. "But…warriors across the cosmos have strived to win this! It…it is a supreme honor..!"

Havok chuckled. "I'd take it, Big Blue; not many can actually say they're the smack-down king of the whole universe!"

Superman fixed Havok with an annoyed half-glare. "This was a _team_ effort, Alex; even _Lobo_ helped us get through this." Smiling, he turned back to Grae'Dol. "You once told me that Warworld was once a place of honourable competition, correct?"

Grae'Dol blinked. "Well…yes…"

Superman's smile grew. "If it's going to be that again, it'll need a new Gamesmaster," he added, pushing the belt towards Grae'Dol. "Someone with _years_ of experience."

Cyclops grinned. "I think we all know someone who fits the bill."

One-by-one, they all glanced to Grae'Dol; the elder fighter blinked in confusion at first, before his eyes widened in understanding, and then he smiled. "I…don't know what to say…"

"'Yes' always works," Power Girl said.

Grae'Dol's smile grew. "I accept." With that, he extended his hand to Superman, who smiled back, and shook it.

The tyranny imposed upon Warworld was _over._

XXXXXXXX

_Deep space_

The unending void of space was deathly silent as the massive ship, crafted like some terrible leviathan from a child's nightmare, glided through the starlit void, flanked by countless other warships, each massive in their own right, but utterly _dwarfed_ by the sheer size of the mother vessel; the utter immensity of this vessel had been a necessity – no meagre ship would do to carry the entire administrative personnel and infrastructure of the Skrull Empire.

Within the Imperial Council-Chamber of the palace-ship, the Imperial Council had gathered at the command of their Empress; the dozens upon dozens of the representatives of the Empire had filled the Chamber, and now stood before the sacred shrine that housed the throne…and the one who sat upon it.

To the immediate right of the throne, keeping a respectful distance, was the Supreme Commander of the Skrull Imperial Fleet, Kl'rt, a tall, stocky, well-muscled Skrull, clad in the dark violet bodysuit of the Imperial Navy, decorated only by his numerous commendations. In the immense gilded throne was the Empress herself: a fairly tall, lithe female Skrull, in her middle years, though youth's caress had not yet left her, with a delicate, aristocratic face, her chin-ridges so fine, they appeared to be simply _lines_ painted on her face. Her long, violet hair was pinned behind her, hidden by the white veil she wore, contrasting her royal violet robe, her smoky eyes narrowed behind dark eyelashes, hiding her laser-rapier intelligence, and the terrible cruelty that caused all – Skrull or otherwise – to cower in her wake.

For a race whose natural state was not known for its aesthetic appearance, the Empress' beauty only proved what all in the Empire knew: she was noble blood, through and through – born and bred to rule.

The Empress cast a sideways glance to Kl'rt, who bowed respectfully; as her voice was too pure for most to hear, it was his duty to make her will known. "Her August Majesty wishes to know the progress of our dealings with the being known as Mongul."

One Guildsman stepped forward, trembling. "W-Well, Excellency, Supreme Commander…I am afraid that our attempts to acquire the Kryptonian have…failed."

Only a narrowing of the Empress' eyes indicated her displeasure. "Explain," Kl'rt promptly ordered.

Another Guildsman stepped forward. "Based on the last transmission from Mongul's station, Warworld, it would appear that Warworld was set upon by a type of strike-force."

The Empress arched one silken eyebrow. "The Earth military?" Kl'rt reasoned.

"Doubtful, Commander; the strike-team consisted of a Green Lantern, a Thanagarian, and numerous humans with…with special abilities of some sorts."

A muted gasp echoed through the Council. "Could the humans have undergone an evolutionary shift?"

"No; only a minority of humans possess such abilities."

"A genetic mutation? Were such aberrations not extinguished at birth..?"

"_Enough!_" Kl'rt shouted, as the Empress begn to frown. "We must accept that this opportunity has passed us by; what options are left us, now?"

The first Guildsman gulped. "Very few, Commander; with Mongul incapacitated, the only other alternative would be for the Fleet to actively attempt to capture the Kryptonian on Earth," he reported. "And, if the last transmission is accurate, Milord, that would be _far_ from advisable; with the yellow sun empowering him, the Kryptonian would be near _invincible._ Not only that, were our vessels to approach the planet, they would surely be shot down by whatever technology he salvaged from his world."

Another Guildsman groaned. "That's it, then; the secrets of Krypton are lost to us…"

"_No._"

That single word, edged with command, silenced the entire Council, Kl'rt included, as the Empress rose from her throne, walking to the edge of the platform, as the entire Council bowed respectfully. "This is but a _test_; a challenge that the Creator has sent to us, so that we might again prove ourselves worthy of being the chosen race," she whispered. "What lies before us, my brethren, is an opportunity, not only to gain what always should have been ours, but to regain what the Eater of Worlds took from us: a _homeworld._"

A soft murmuring echoed through the Council. "B-Begging Your Excellency's pardon," one piped up, "but…o-our feeble minds have difficulty understanding Your Excellency's meaning…"

"Oh?" the Empress asked. "You have difficulty understanding the meaning of the holy texts?" She smiled, as she quoted: "'_Amidst a grand struggle, lose no heart as tragedy strikes; let your hearts never waver as your very home is ripped from you, oh chosen ones. The Great Destroyer may triumph, but the Chosen will live._'" Her smile grew. "I trust that needs no explanation."

There was silence, at that; the meaning of that scripture had been obvious: decades ago, the Eater of Worlds had set upon the Imperial Homeworld, Skrullos. Despite all the Empire's might, the Eater and his Herald had left Skrullos in ruins, forcing them to flee; most of the Empire had settled in their colonized worlds, while the Council remained here.

"I take it you understand," the Empress sneered. "Now consider this: '_Rejoice, oh Chosen, for home may yet be found, again. The Enemy's defeat is your success, as the Defier shall point the way home._'" She chuckled. "I assume you all enjoyed the buffoonery of the Kree dolt Ronan, some time ago."

Kl'rt's eyes went wide. "The Kryptonian!" he gasped. "_He_ is the Defier!"

The Empress' smile grew. "You interpret the scripture well, Kl'rt," she purred, prompting Kl'rt to bow respectfully. "And you are no doubt aware that our science vessels have occasionally detected traces of faster-than-light travel, leading from Krypton to Earth; the survivor's vessel, no doubt."

An awed silence had taken hold of the Council, now. "The Kryptonian's path to Earth…"

"The Kryptonian points the way!"

The Empress smiled triumphantly; she had them in the palm of her hands, now. "And for those who still doubt…look upon the world of which I speak." With that, she tapped a holo-unit clipped to her robe…projecting an image of the blue-green _paradise_ which they would one day call home. "_This_ is the world which we are destined to take; we need only rid it of the inferior filth that pollutes it, and both it _and_ Krypton's secrets will be _ours._"

Even Kl'rt found himself awed at what his ruler had just laid out for them all. "Your orders, Excellency?"

The Empress' tone was almost tranquil. "If we send our strongest vessels to attack Earth, the Kryptonian will surely detect us; instead, you will hold position at the very edges of Earth's galaxy, and launch single-man drop-pods towards Earth. As long as our operatives remain in suspended animation, they will be able to survive the trip, and the pods will certainly be too low-powered to be mistaken for anything but _meteors._"

Kl'rt smiled. "We will infiltrate them, and conquer from within!" he exclaimed.

The Empress nodded. "You will proceed slowly, at first, Kl'rt; send only a handful to begin – gather intelligence. Learn of these genetic abominations. Discover the humans' weaknesses; we will _then_ crush them."

Kl'rt nodded, as both his fists moved to his chest, before he bowed. "It _will_ be done, Excellency!"

The Empress nodded, though her tone was one of warning. "Do _not_ fail me, Kl'rt." Kl'rt nodded his obedience, before the Empress dismissed the Council with a gesture; the countless administrators returned to their duties, but with a renwed sense of hope. There was a new home waiting for them…

…and no worthless humans would stand in their way.

XXXXXXXX

_Xavier Institute_

"Well, I trust you've had quite a day."

As he and Jean sat in the Professor's office, with Jean's hand comfortably entwined with his, Scott couldn't help but grin; shortly after Mongul's defeat, their entire team – minus Green Lantern and Hawkgirl, who had stayed behind until the Lanterns could arrive – had taken the _Argo_ back to the Institute. "That, Professor, is the understatement of the _year._"

Jean quietly giggled. "Though that record's sure to be broken."

Professor Xavier managed an appreciative smile, before his expression became a bit grim. "Though I am glad that you all returned safely," he said, "I am afraid that there is another matter I must discuss with you."

Scott and Jean were both confused at that…until Madelyn walked into the office, her smile a bit guilty. "Hi, kids."

Jean blinked. "Aunt Maddie..?" she asked. "What's going on..?"

Madelyn sighed. "I'm afraid that my little visit here wasn't _entirely_ my idea."

The Professor nodded. "In addition to instructing, Madelyn is going to be our official liaison to S.H.I.E.L.D."

"_What??_" Jean cried. She turned to her Aunt, her expression one of near _betrayal._ "Aunt Maddie…you…you work for _S.H.I.E.L.D.?!_"

Madelyn looked stricken. "Oh, I'm so sorry you had to find out, this way, sweetie," she lamented. "Yes, Jean; I _am_ a S.H.I.E.L.D. agent; I have been for quite a while."

The Professor nodded. "It was Madelyn that first informed me of the impending nuclear strike against Warworld," he informed them. "As you can see, perhaps having an instructor with an ear to S.H.I.E.L.D.'s pulse won't be entirely bad."

Scott's eyes narrowed. "But _why?_" he asked. "Why would General Fury do this?"

Madelyn sighed. "I'm afraid that it wasn't _entirely_ Fury's idea," she confessed. "I'm sure you know that there are elements in the U.S. Senate that…aren't exactly friendly to the Institute and the Justice League."

Scott and Jean's voices were both flat. "Senator Kelly."

"You didn't hear it from me," Madelyn said. "Regardless, both of your teams have been a 'concern' ever since the Genosha incident, especially since your Kryptonian comrade made use of some of his 'souvenirs' from home. The incident with your friend the Councillor at the UN just excaberated the situation; the Senate wanted someone to report on your activities, so the General agreed to send one of his agents."

"In other words, you're S.H.I.E.L.D.'s watchdog," Scott said. "You're supposed to spy on us for the government."

Jean's hurt expression returned. "Aunt Maddie, how could you agree to this..?"

"Sweetheart, I don't see how I could _not_ agree," Madelyn countered. "Fury was going to have to send in _someone_; wouldn't you _prefer_ someone with a grain of _common sense_ making this kind of report?"

Scott chuckled grimly. "Point taken."

Madelyn's smile returned. "Now, did you have any more questions for this 'government stooge,' or can I go get settled in?"

The Professor chuckled. "I believe that settles things, Miss Pryor," he answered. "Logan, would you help Madelyn get settled into her room?"

"Fine, fine, Chuck; I'm comin'," came the familiar grumble as Logan walked in…and _froze._ "What the..??"

Jean couldn't help but smile. "Logan, you remember hearing me mention my Aunt Madelyn, don't you?"

Logan's face was caught in momentary uncertainty. "Uh…right."

Madelyn smiled slyly, as she extended her hand. "Madelyn Pryor."

Logan shook it. "Logan."

Madelyn's smile grew. "_Enchante._"

"Uh…yeah. Same to you." Logan started to edge away. "I'll just…get yer stuff." With that, he walked out.

Madelyn moved a hand to her face, hiding a slightly predatory smile. '_Ooh, Mommy __**likes!**_'

Jean happened to catch that thought. '_EEEWW!! Aunt Maddie!!_' she mentally cried. '_I did __**not**__ need to hear that!_'

Madelyn arched an eyebrow. '_Eavesdropping, Jean,_' she scolded. Aloud, she added, "I'd best go get settled in." Smiling, she finished, "I'm sure these next few months will be quite _interesting._" With that, she walked off.

Scott sighed. "Around here, that's _rarely_ a good thing," he muttered.

The Professor lightly chuckled at that. "In any case, I believe that Black Bolt and his family are about to depart, along with our…mercenary friend…"

Jean frowned. "Lobo is _nobody's_ friend, Professor."

Scott nodded. "I know _I'll_ be glad to see him go." With that, they both got up, and headed outside, to see their guests off.

XXXXXXXX

As she walked back to her room, Anita allowed herself to stretch her arms tiredly; it had been a long day – dealing with that loathsome Lobo creature had been tiring enough. '_I'll __**never**__ understand Kal-El's patience…_'

"…so you just _decided_ to throw _yourself_ in harm's way, instead of me?!"

The sound of Alison's voice coming from Kal's room startled Anita out of her thoughts; quietly, she hid herself around the nearest corner, hoping that she wouldn't be noticed.

"I _told_ you already, Ali; at the time, I was reasonably sure that I'd be okay…"

"Well, you were _wrong!_"

Kal sighed. "_Yes_, Ali, I was wrong; I'm not infallible. I _know_ that," he defended. "What do you _want_ me to say, here? That I'll never do that again?"

"It'd be _nice!_"

Kal's voice hardened a bit. "Alison, I've _told_ you that I'm going to be heading into potentially dangerous situations; it's part of my _job._ And _yes_, I know I should try to be careful…but there just wasn't _time_ to be careful, today; if it had been _any_ of the others, I would have done the same for them." His voice lightened a bit. "Just like any of the others would have done the same for me."

Alison started to calm, at that. "I…I _know_ that, baby," she replied. "And I'm _not_ telling you to stop; oh, _God_, I'm _not._ It…it's just…" her voice started to waver. "Oh, _God,_ you could have _died!!_"

Anita heard footsteps coming from Kal's room, and she knew they were hugging, now. "It's _okay_, _taushi,_" Kal soothed. "It's okay…"

"No, it _isn't!_" Alison whimpered. "I screwed up, today, and _you_ almost paid for it; I should have just gotten clear after blocking that beam. Instead, I just _stood_ there while you got yanked away and I was stuck with a stupid spaceship that I couldn't even _fly_ right..!"

Kal gently shushed her again. "Ali, the problem with the _Argo_ was _my_ fault, not yours; I should have checked its Bio-Coding safeguards more carefully; I should have warned you that some of its systems might not work for you." He softly chuckled. "Like I said before, even 'advanced' races make dumb mistakes every so often."

Alison softly chuckled. "Yeah; _I'm_ living proof," she muttered. "It's just…I am _not_ going to let you die for me, _tausha._"

"_Good,_" Kal replied, "because I'm not letting _you_ die for _me._" He chuckled. "We okay?"

"Yeah," Alison replied. "Sorry I wigged out."

"You had reason to," Kal answered. "I know I can be…stress-inducing, at times."

Alison giggled. "And _how._"

Anita could hear the smile in Kal's voice. "Let me make it up to you, tonight; any suggestions?"

Alison's voice turned teasing. "Oh, I'll think of _something,_" she said slyly. "Anyway, we'd better get moving; Black Bolt and his family are probably ready to go, now."

At that, Anita quickly walked away, slowing her pace, so that Kal and his love wouldn't think she had been eavesdropping.

Love.

Anita paused at that thought. A year ago, that thought would _never_ have been associated with those two, in her mind; that conversation would have likely driven the old Anita into a rage. Before, she'd dismissed Kal and Alison's relationship as mere infatuation…but she could clearly see the truth, now.

They _cared_ for each other; that was why they had been arguing. The notion that couples could fight because they _cared_ was still something of a novel one; the only couple-fights she'd seen had been between Mark and Diane LeRoux…and _those_ had escalated to all-out brawls, at times…

"Anita?"

The sound of Kal's voice startled her, forcing her to quickly don a smile as she turned to face Kal and Alison, in their street clothes. "Everything okay?" Kal inquired.

"Of course!" Anita replied. "I was just…on my way to see our guests off!" With that, she hurried off, followed by Kal and Alison.

By the time they reached the back yard, most of the others were there, saying farewell to Black Bolt, Medusa, and Crystal. Lobo was a fair distance away, tuning up his space-hog, with Green lantern, back from Warworld, keeping an eye on him before he brought Black Bolt and his family home. "Your Majesty, you're _sure_ you're well enough to travel?" Cyclops asked.

Black Bolt nodded, his hands sketching the air. "My Lord insists that he is well," Medusa translated. "Compared to the air of Warworld, Earth's atmosphere is _paradise._"

"Thanks…I _think,_" Jean said. "Sorry you never got a chance to address the UN, though."

Black Bolt gestured, prompting Medusa to translate. "We still plan to petition the UN for representation at a later date; it will be difficult, but we are confident that it will be worth it."

Kal smiled. "Good luck."

Black Bolt gestured again. "My Lord and I understand that Earth will be voting on the issue of whether or not to accept membership in the Galactic Confederacy," Medusa translated. "If we are able to receive representation in time, you may count on Attilan to vote in favour of membership…"

"Oh, somebody _gag_ me!"

Lobo's crass voice drew everyone towards him. "Are you feebs gonna clue this up?" he groused, as he clipped the last of his recovered weapons onto his hog. "If not, just lemme get a _barf-bag!_"

Green Lantern scowled. "I _knew_ I should've left _him_ for the Guardians."

"Yer welcome to _try_, Greenie."

Crystal quickly piped up. "I suppose we had best get going, now," she said. "It was good to see you all, again!"

Cyclops nodded. "Take care!" Black Bolt, Medusa, and Crystal nodded at that, before Green Lantern formed a ring-sphere around all of them, heading up into space, heading for Attilan.

Only Lobo was left, now. "So, what about you?" Alex asked.

Lobo snorted. "Right now, the Main Man's plan is to track down that bastard Rone and beat seventy-seven kinds of frag out of him!"

Alison chuckled. "Okay, _that's_ a plan I can get behind!"

Sighing to himself, Kal walked towards Lobo, extending his hand. "Before you go, I just wanted to say…thanks for your help." Lobo arched an eyebrow at that…before he grinned, shaking Kal's hand…and then pulling him into the range of his fist.

_CRACK!!_

Lobo's punch sent Kal stumbling back several feet; Kal recovered quickly, glaring at Lobo. "What was _that_ for?!"

Lobo laughed. "Just didn't want you thinkin' the Main Man was goin' soft, fanboy!" he crowed. With that, he hopped on his hog, and revved the engine. "So long, suckers!" he sneered, as he gunned his engine, peeling out and carving a deep trench in the lawn, before flying off into the sky.

The others could only watch the last Czarnian go. "_Man,_" Alex muttered, "the universe is one _seriously_ messed-up place."

Scott could only nod. "Bro, you said a _mouthful._"

XXXXXXXX

_Earth orbit_

As his hog cleared Earth's atmosphere, Lobo laughed to himself; he hadn't been sure if he'd've been able to get away after decking that fanboy…but the look on his face had been _worth_ it.

He almost hadn't believed it; that feeb had given up the Warworld belt, and then turned the place over to that old _fossil_, just so he could go back and play hero.

'_What a fraggin' __**moron.**_'

Glancing towards the withdrawing form of Warworld, Lobo plugged a new set of coordinates into his bike's nav-system…which would lead into Kree space.

As Lobo revved up his step-through drive, his trademark manic grin crossed his face. '_Say yer prayers, Rone…'cause the Main Man's comin' for ya!_'

And with that, his step-through drive cycled up, winking him away in a flash of light.

XXXXXXXX

_Author's Note: Hi, it's me, again. Sorry about the delay; what with my final university course starting up, I've been a bit distracted. I think I'll be okay, now; I've managed to work out a decent schedule. Enjoy!_

_Coming Soon:_

_With the Justice League tackling any and all major threats, our favourite web-head is feeling left by the sidelines…_

_But as a sinister threat returns, that's the LEAST of his worries…_

_Can our heroes stop these six miscreants?_

_Find out, in "Tangled Webs," coming to your computer soon…_


	20. Tangled Webs

CHAPTER NINETEEN: TANGLED WEBS

_New York General Hospital, New York City, January 23, 2009_

Within the walls of New York General Hospital, the only sounds that broke the silence inside Room 213 were the _drip-drip_ of intravenous fluids, the shuffle of slipper-clad feet, and the spinning of wheelchair wheels.

As he lay in his hospital cot, his arms and legs supported by a heavy-duty traction apparatus, John Corben inwardly winced; he was going out of his _mind_ in this place. From what he'd been told, the explosion from the botched Lexo-Skel incident had knocked him into a coma, one which he'd been stuck in for the past few months, only waking up just a week ago. From there, he'd been told that his arms and legs had been severely injured in the blast, and that he would require numerous painful surgeries, plus _months_ of physiotherapy, before he could even _think_ of using them again. And _then_, as if _that_ wasn't enough, even if he _did_ manage to walk again, the only thing he had to look forward to was a stretch in a jail-cell.

The nurse who'd told him all this had told him he'd been lucky that Superman had saved him. ''_Lucky,' my bloody ass; it's that bloody wanker's fault I'm here at all,_' John thought. '_If I __**ever**__ get out of here…_'

John's thoughts were suddenly interrupted as the nurse on duty, a young woman, likely her first day on the job, walked into the room. "Good morning, Mr. Corben," she greeted pleasantly. "Time to change your bedsheets!"

John inwardly groaned. '_Bloody hell…_'

On autopilot, now, the nurse moved to the traction unit, lifting John up from the bed just enough for her to remove the old sheets, chattering away as she worked. "I heard that you were rescued by Superman, Mr. Corben; is that true?"

John rolled his eyes, not even bothering to respond.

The nurse never noticed. "Oh, you're just so _lucky!_ I'd give _anything_ to meet him!" she all but squealed. "He and his team have saved so many lives; with all the violence around this city, we _need_ heroes like that!"

'_Not __**me**__, missy; that alien wanker __**put**__ me in here._'

The nurse sighed. "I'll never get to meet him though; _nothing_ happens at NY General…"

Suddenly, her lamentation was cut off as an explosion blasted through the east wall, exposing the room to the outside air…as a tall, strongly-built man, clad in some kind of green bodysuit, with some kind of pointy-eared monster-mask hiding his face, standing on a high-tech, bat-like glider, flew in. The monster-man glided right up next to John's bedside, ignoring the nurse's screams, and looked John right in the eye. "And how are we today, John Corben?"

The guy's voice sounded…_off_; kinda crazy-like…but with _his_ getup, that was just par for the course. "Been better, mate."

The guy laughed. "So I see!" he agreed. "I heard about the little debacle that landed you here; to think, you almost managed to swindle Lex Luthor out of a prototype. Talk about bad luck!"

John scowled. "No thanks to that space-wanker."

The guy smiled behind his mask. "I'm _so_ glad to hear you say that, Johnny-boy, because I have an offer for you," he said. "How'd you like to a chance to get _even_ with Superman, _and_ get fixed up while you're at it?"

John blinked…and then flashed his trademark grin. "Count me in, mate."

The guy chuckled. "Glad to hear it, Johnny," he answered. "Now, here's the plan…"

XXXXXXXX

'_Man, I __**knew**__ I should've sprung for an insulated costume,_' Spider-Man thought glumly as he swung across New York, trying to suppress his inevitable shivering-instinct as the nip of wintry air gnawed at him; swinging by Main Street, he glanced at one of the local electronic clocks. '_I guess I'd better start heading back; not much happening, today…_'

Suddenly, the unmistakable echo of an explosion rang through the air.

'_Rats; spoke too soon,_' Spider-Man thought, as he fired a new web-line, changing course in mid-swing. '_Okay, that sounded like it came from New York General Hospital; better take a look._" Within minutes, he could see the smoke-cloud from the hospital; apparently, something had blown a hole in the twentieth-story wall. '_It's probably a boiler malfunction; that, or a bedpan-related…HOACHI MAMMA!!_'

As he closed on the hospital, Spider-Man's spider-sense promptly went _gonzo_ as he saw the green-clad, monster-masked individual, standing on a high-tech glider, hovering in front of the hole in the wall. '_So much for today being boring,_' Spider-Man thought, as he swung in for a closer look.

The green-clad guy had just glided inside the hospital when Spider-Man reached the hospital roof; firing a web-line at the ledge, he flipped over, hanging by the line, before lowering himself down to the level of the hole, peering in as the guy loomed over one of the patients. "Hey, pal, last time I checked, visiting hours were over."

The masked guy whirled around at that, before pausing. "Hmm…I was expecting someone _else,_ insect," he sneered.

"Oh, for the love of…it's _arachnid!_ _Arachnid!_" Spider-Man complained. "Insects have _six_ legs; arachnids have _eight!_ How hard is that to understand?! They're _completely_ different types of organisms!"

The glider-guy chortled. "Very true!" he agreed. "But they both _squash!_" With that, he kicked his heel against a panel on his glider, causing a pumpkin-shaped sphere to pop out of an open panel, shooting into his waiting hand…which caused Spider-Man's warning-system to go _berserk._

Spider-Man barely had enough time to reel himself back up, as the pumpkin-bomb shot _just_ under his head, detonating harmlessly in the open air. "Was it something I said?" Spider-Man quipped; the glider-guy didn't answer as he turned and flew off into the city. Sparing no time, Spider-Man swung towards the wall, and pushed off, firing another web-line, and swinging after him.

In minutes, Spider-Man was in range of the perp. "Hey, come back!" he called out, as his mind tried to line up a good shot with a web-line. "The hospital food couldn't have been _that_ bad!"

The monster-man just snorted. "Very _cute_, wall-crawler," he snapped, as his heel triggered another panel on his glider; instantly, several panels on the underside of the glider snapped open, as two objects dropped out, flying back towards Spider-Man, who easily evaded them…until the sudden sound of rocket-engines and his flaring spider-sense told him that his troubles weren't over.

The glider had dropped two missiles behind him…and they were undoubtedly heat-seekers.

Firing another web-line, Spider-Man streamlined himself, accelerating through his swing as much as possible, before leaping off, going as high as he could…to give himself enough air-time as possible, as he turned in mid-air to see the twin pumpkin-missiles racing towards him; with careful aim, he fired _two_ web-lines, snagging _both_ missiles, before pulling his arms across himself, which, in turn, pulled the missiles _towards_ each other, causing them to detonate early, still a safe distance from him…

…or so he'd thought.

The blast didn't hurt him, but it _did_ propel him through the air…towards his quarry; thinking fast, Spider-Man fired another web-line, snagging the glider, before pulling himself towards it and swinging up over it, to kick the perp in the head. The glider-pilot stumbled back, but quickly blocked Spider-Man's follow-up punch, before slamming him in the ribs with an elbow-jab; Spider-Man was momentarily dazed, which gave the perp enough time to boot him over the edge. Recovering fast, Spider-Man fired another web-line, pulling himself back towards the glider. '_Okay, ugly, I'm through playing around,_' he thought, as his fist shot out, punching through the glider's thin ventral hull, before he grabbed several wires and _yanked._

The glider suddenly pitched, as it started to lose altitude; snarling, its pilot changed course, heading towards the nearest rooftop…coming dangerously _close_ to the rooftop at breakneck speeds. Spider-Man gulped; if he jumped clear, there was no _way_ he'd avoid hitting the rooftop and breaking bones…but if he _didn't_, he was going to get _squashed…_

Suddenly, the glider veered off-course, as its pilot was slammed in the head by a weighted grapnel, attached to a metallic cable; the glider veered high, giving Spider-Man the room he needed to jump clear – he landed on the rooftop hard, but not the crushing force that he would have hit with, otherwise. Dazed, Spider-Man managed to pick himself up from the crushed crates he'd landed on, and started to follow the cable as it retracted…back into the red-and-silver modified billy-club of a tall, well-built man, in a dark red bodysuit, his face hidden by a dark red, horned cowl, leaving only his mouth and lower jaw exposed, even hiding his eyes behind dark red lenses, with the initials 'DD' inscribed just below his suit's right shoulder.

'_Daredevil,_' Spider-Man thought grimly. '_Great._' He and the _other_ masked vigilante patrolling New York on a regular basis never saw eye-to-eye, even on the _best_ of days.

Between this new guy and the Man Without Fear, Spider-Man didn't know which would kill him _first._

Fortunately, Daredevil seemed more concerned with the newcomer; snapping his club-grapnel back, Daredevil glared at the newcomer. "What are _you_ supposed to be?" he snapped.

The pilot chuckled. "'Green Goblin' will do, for now," he replied. "I suggest you vacate the premises, 'Devil;' this is neither your concern nor the wall-crawler's."

Daredevil snapped his club into its staff-configuration. "_Not_ happening."

The Goblin chuckled. "As you wish!" With that, he fired another two missiles from his glider; as the twin projectiles seared towards him, Daredevil flipped backwards, angling himself _just_ right so that the missiles flew _past_ him, detonating in the open air.

Spider-Man had to admit: at times, whatever the heck it was that Daredevil had, it made his spider-sense look like a cheap carnival gimmick.

Landing on his feet perfectly, Daredevil fired his club-grapnel, snagging the Goblin and yanking him off his glider, right into the path of his haymaker. Green Goblin staggered back, giving Daredevil the opening he needed to execute a perfect flip-kick, slamming the Goblin's chin. Falling back, Green Goblin staggered to his feet…before he tapped a button on his suit's belt; at once, several panels opened on the underside of the Goblin's glider, revealing numerous pumpkin-bombs, armed and ready…

"_Look out!!_" Spider-Man shouted; quickly firing a web-line, he snagged Daredevil and yanked him clear, before firing a wider web-strand at a nearby flagpole, extending it to the nearby rooftop exit, creating a makeshift slingshot, _just_ as the glider fired.

The glider's pumpkin-bombs arced towards them…before hitting the slingshot, and bouncing _right_ back towards the glider…but by then, the Goblin had regained control of his vehicle; laughing maniacally, he flew away before the bombs could hit his glider, soaring off, far out of sight.

With the danger momentarily resolved, Spider-Man let out a relieved sigh. "Glad _that's_ over…"

"_Is_ it?" Daredevil growled. "If you _really_ think that's the last we'll be seeing of him, _kid_, then you _still_ haven't got a _clue_ about this line of work."

Spider-Man's eyes narrowed behind his mask. "If he comes back, either you or I can take him down _then…_"

"We _could_ have taken him down _now,_ if you hadn't screwed up."

Spider-Man was incredulous. "I _saved_ your _life!!_"

"I had it under control, kid; I _knew_ about those bombs," Daredevil replied flatly. "I was ready to take that scumbag down _fast_ enough to avoid getting _hit_."

"Well, how was _I_ supposed to know?!"

Daredevil just shook his head. "Go _home_, kid." With that, he walked to the edge of the rooftop, fired his grapnel, and swung off, leaving Spider-Man behind.

Within minutes of Daredevil's departure, the police arrived at the hospital; from his vantage point on the rooftops, Spider-Man watched as the NYPD swarmed into the hospital, making sure everything was in order. Hopefully, no-one had been hurt…

"Everything okay, Little Red?"

Slightly startled, Spider-Man turned around in time to see Superman touch down behind him, his expression concerned. "Yeah, Big Blue, it looks like everything's okay…although we've got a new baddie in town – goes by "Green Goblin." Apparently, he's got a thing for monster-masks and high-tech gliders."

Superman grimaced. "Think he'll be trouble?"

"Enough to take me and Daredevil for a ride," Spider-Man quipped sourly. "A little backup would have been nice."

Superman's expression turned mournful. "There was an earthquake in Viet Nam, Little Red; thousands could have died…"

"Yeah, yeah, I know; you and the League can't be _everywhere,_" Spider-Man relented.

Superman nodded. "We'll keep an eye out for him," he promised. "With that meeting coming up, we're going to be in-city a bit more frequently."

Spider-Man's eyes went wide as he realized what his pal was talking about; several weeks ago, a rumor had started circulating that the Kingpin was planning to meet with the heads of _every_ crime-family in New York, large, small, or otherwise. "_Seriously??_"

"Yep; it could be happening as early as a few days from now," Superman confirmed. "We're going to need to be on our toes; _all_ of us."

Spider-Man nodded. "Gotcha."

Chuckling, Superman added, "Hey, when this is all over, why don't Ali and I take you and MJ out for dinner? Our treat!"

Spider-Man laughed. "_Finally!_" he joked. "She's _still_ bugging me about that, man! _Now_ I can get some breathing-room!"

Superman grinned. "Glad to be of assistance," he replied. "Anyway, I'd better go."

"Okay; see you tomorrow," Spider-Man said. With that, he fired a web-line, and swung off, while Superman took to the air, heading for home.

XXXXXXXX

_Oscorp HQ_

"_Rise and shine, Norman._"

The sun was just beginning to set by the time Norman Osborn sat up, his vision blurry; looking around, he found himself in his office at Oscorp HQ, at his desk, with his usual paperwork in front of him. '_What the…how did I..?_'

"_Don't tell me we're going to have to play twenty questions __**every**__ time I stop by, are we, Norman?_"

Norman could only sigh as that cruel, charismatic voice filled the air, an all-too familiar sound by now, even as it came from his own lips. It had started shortly after the incident with the Oz Formula, an experimental performance-enhancing treatment, modeled after the World War II Super-Soldier Program; he'd been present at the last experiment, several months ago…when one of the Oz-canisters had leaked, nearly causing the entire lab to go up, killing one of their best researchers and trapping him in the lab. He'd been rescued in time…but not before inhaling some of the gas.

It had started slowly; at first, he'd stopped getting winded after taking the stairs. Later, he'd been able to bench-press 100 pounds…then 200…and _now_, he felt better than he'd _ever_ felt in his _life_. The Oz-Formula had been a smashing success…or so he'd thought, because it had come with _one_ side-effect.

''_Side-effect,' Norm? I'm hurt._'

Norman suppressed a frown; he'd started hearing this voice in his head shortly after the accident, and it had slowly gotten louder, more dominant, until it could use his voice as well as he could…and only the fact that it was often right had stopped Norman from seeking help. "What did you do, _this_ time?"

"_How's your Cybernetics Department doing, Norm?_"

Norman blinked. "It's progressing well; you know that," he replied, confused. "Doctor Langstrom has shown promising results for his full-immersion cybernetic implantation program…"

"_But he hasn't got a willing volunteer._"

Norman shook his head. "Until we run more simulations, it wouldn't be ethical to test it on a human…"

"_Details, Norman; you can't make an omelette without cracking some eggs,_" the voice dismissed. "_As always, I've managed to solve your problem._"

"Mr. Osborn?"

Before Norman could reply, his secretary poked in her head. "As per your orders, sir, we've had Mr. John Corben transferred to our Biomedical Department's infirmary."

Norman remained calm. "My orders."

The young woman nodded. "Dr. Langstrom is briefing Mr. Corben on the procedure, now."

Norman felt himself nod. "Tell Langstrom I'll be down shortly," he replied. As the young lady hurried off, Norman strode out of his office, heading for the infirmary. '_You did this, didn't you?_'

'_You can thank me later, Norm._'

By then, flashes of memory were starting to race through Norman's mind. '_You used the glider and flight-suit?! What if someone recognized us?!_'

'_Oh, please, Norman; nobody knows we're working on them. Plus, with an attempt on Johnny-boy's life, the boys in blue were more inclined to accept the transfer-request. Have __**some**__ faith in me!_'

'_Well, what if the Justice League starts sniffing around?! We're not ready to handle __**them!!**_'

'_You think I don't know that?! I've got it covered, Norman, so just shut up and follow my lead!_'

By then, Norman had reached the infirmary; spotting the bed-ridden Corben speaking with his chief researcher, Dr. Kirk Langstrom, a tall, gangly man, with short, light-brown hair, and green eyes, in a white lab-coat. As Norman walked over, Langstrom smiled. "Ah, Mr. Osborn!" he greeted. "I was just telling Mr. Corben about his treatment-options…"

"Cut the crap, Doc; we both know why I'm here," John snapped. "Our green mate said he had a way to keep me outta the can."

Norman chuckled. "Straight to the point; I like that," he replied. "I'm sure that Dr. Langstrom has informed you that you'll be participating in a little study of ours…and as I'm sure you know, in studies like these…_accidents_ can happen."

Langstrom nodded, as well. "The _police_ are aware of this, as well…so they won't ask too many questions when they hear of your _tragic_ passing..."

Slowly, John smiled. "Sounds dandy," he said. "So, what's in it for _you?_"

Norman's smile grew. "We're looking into ways to _enhance_ human physical performance," he answered. "We'd thought to do so biochemically, but we've hit a few…_snags._" Shrugging, he added, "We've recently thought to turn to cybernetics."

John frowned. "You plan on puttin' machines in me, mate? Can't say I'm thrilled about _that._"

"Oh no? What do you call a prosthetic leg? What do you call a cochlear ear-implant?" Norman parried. "Supplementing injured bodies with mechanical parts is _hardly_ a new idea, John."

'_Not bad, Norm…_'

John thought for a moment. "Say I agree," he said, "how do you plan on fixin' me up?"

Langstrom grinned, as he moved to the side, where something covered by a sheet rested; with a flourish, he tugged the sheet off…revealing a tall, strong-framed, silver-metal robotic skeleton, with a single hole in its chest, where its heart would be…and on the table next to it was a fist-sized, crystalline, glowing-green rock. "We plan to transfer your brain into our experimental endoskeleton," he replied. "With the energy from this type of ore powering it, and your brain as its CPU, it will be the perfect union of man and..!"

"Have you gone 'round the twist?!!" John shouted. "You want to tear my brain out and stick it in _that_ thing?!"

"And what would _you_ propose?" Norman asked, his expression intent. "Do you wish to endure years of painful rehabilitation, with jail-time as the only reward? Your body has _failed_ you, John."

'_Nice touch…_'

"With this transplantation, you will move _beyond_ human existence," Norman continued. "Think of it, John: no more pain; no more injury, and strength beyond your wildest _dreams._" He smiled. "Are you _really_ going to pass that up?"

John hesitated. "But…I'll be _metal…_"

"Not just 'metal,' John; _Metallo,_" Norman corrected. "Your skeleton will be composed of an entirely new alloy of both vibranium _and_ adamantium; you'll be practically _indestructible._"

'_You've got him, now, Norm; hook, line, and sinker._'

At that, John slowly smiled, and extended his hand. "Don't look like I've got much choice, do I?" he asked. "Count me in."

"_Excellent,_" Norman replied, shaking his hand. "I'll let Dr. Langstrom fill you in on the details; good luck." With that, he turned, and strode out of the infirmary, heading back to his office.

'_Well, I must say that went well, Norman; we might just pull this off, yet._'

Norman sighed to himself. '_I still don't like it…_'

'_What? Selling this idea through Fisk and his ilk?_' the voice retorted. '_Well, what other choice have those government fat-cats given you? Either you sell through them, or Oscorp goes under._'

Norman frowned; as always, the voice was right. Since his government backers had pulled out following the Oz-Formula disaster, Norman was growing increasingly short of funding…until his 'other half' had suggested a somewhat _less_ than scrupulous alternative…one which was growing increasingly dangerous. '_And how, pray tell, do we keep the Justice League off our case?_'

Norman could practically _hear_ the smile in his borrowed voice. "_Relax, Norm; an opportunity has just presented itself, today,_" he said. "_I think it's high time we went spider-hunting…_"

XXXXXXXX

_Xavier Institute_

As night fell over the Institute, Madelyn sighed to herself as she stared at her laptop, her mind utterly _blank._ '_**Why**__ did I agree to this?_' she silently lamented.

It had been about two weeks since she'd been posted here, and the first of her reports would be due in another week…and she had _nothing._

Part of Madelyn – her conscience, most likely – rejoiced at the fact that she honestly didn't _have_ any secrets to spill to the government…but the pragmatic side of her continually insisted that, unless she gave her superiors _something_, they would just yank her out of the Institute and replace her with someone _far_ less scrupulous.

Basically, she was screwed _either_ way.

Shaking her head to clear it, Madelyn stood up, and walked out of the room; maybe a brief walk would get her creative gears turning. Coming down into the living room, she found several others there, as well; Piotr was sitting on the couch, calmly sketching in his note-pad, while his sister, Illyana, sat on the floor by his feet, watching TV. To the right of him, Anita and Mark were engaged in a game of chess, with Tinya at Mark's side, for moral support…not that he needed any, if Anita's cross frown was any indication. And to the right of them sat Kal, in his civilian clothes, quietly reading what looked like a computerized novel of some kind.

As Madelyn walked into the room, Anita's frown lifted into a sly smile, as she moved a rook to take Mark's queen. "That would be check, I believe."

Tinya looked mildly stricken, but Mark remained calm. "_True,_" he agreed, as he reached out to move a knight, taking a pawn next to Anita's king. "_And __**that**__ would be checkmate._"

Anita's eyes went wide, as she quickly scanned the board, looking for any other possible moves…before she sighed in annoyance, reaching out and tapping her king, conceding defeat.

Madelyn chuckled. "Well, it looks like you're quite the chess-shark."

Mark blinked. "_I am afraid that you are in error, Agent Pryor; I am an AI housed within a nano-construct of Kryptonian design…_"

Tinya giggled, as she gave her new boyfriend a hug. "It's an _expression_, Mark!" she sweetly chided. "It means that you're _very_ tough to beat at chess."

Anita sighed. "I _must_ be out of practice."

Kal chuckled. "Don't be _too_ hard on yourself, Anita; Mark pretty much beats _everyone_ at chess – the one time _I_ played against him, the best I could do was stalemate him."

Anita half-smiled. "Well, that's _some_ comfort."

Glancing up from his sketch-pad, Piotr asked, "Are you settling into the Institute well, Agent Pryor?"

Madelyn softly chuckled. "It's _Madelyn,_" she gently corrected. "And yes, I suppose I have settled in, fairly well."

"Good to hear," Kal commented, "seeing as your first session as an instructor is tomorrow."

Madelyn inwardly groaned; that was _another_ of her few gripes about being here – she had no _clue_ about how to instruct. Granted, in S.H.I.E.L.D.'s operative training-camp, she'd done well enough…but she'd never bothered to think of exactly _how_ her own instructors had operated. She'd been given the past two weeks to observe…and it appeared that _tomorrow_ was judgement-day for her.

"I take it you're having second thoughts."

Kal's voice surprised Madelyn, causing her to look towards him. "Just a little…trepidation, that's all."

Anita arched an eyebrow. "May we ask why?"

Madelyn smiled nervously. "I just don't think that teaching young mutants was ever listed in my job description," she confessed. "To be honest, I'm not entirely sure I'm up to it."

Kal chuckled. "Neither did _I_, at first," he replied.

Madelyn blinked. "Pardon?"

Kal's smile turned sheepish. "It was at the very start of my second year here," he explained. "Back then, X-Force was still called the New Mutants; Professor Xavier felt that they needed a field-leader…and everybody more-or-less roped _me_ into the job."

Madelyn suppressed a chuckle. "I take it that you were less than enthusiastic about it."

Kal nodded. "I didn't think I was up to it, either," he confirmed. "I had no _idea_ what to do; the best I could do was draw on what experience I had with the X-Men and try to pull whatever lessons I could from that."

Madelyn blinked. "And did that work?"

Kal laughed. "Amazingly enough!" he replied. "To be honest, you've probably got a leg up in _that_ regard, with all the training you've likely received on Fury's dime!"

Madelyn chuckled. "I suppose it'll be good for _something,_" she said. Her inquisitive gaze then fell on the device he was reading. "What exactly _is_ that thing you've got there?"

Anita arched an eyebrow. "I've wondered that, myself."

"Oh, this?" Kal asked. "This is a computo-novel that Tinya got me for Christmas; it's one of the last remaining copies of _Journal of a Warrior: a Biography of High General Dru-Zod._"

Tinya smiled at that. "I _knew_ you'd like it!"

Madelyn's eyes widened. "He was…one of your people?"

Kal nodded. "He was the very last commander of the Kryptonian Defence Force, and arguably the greatest military genius in Kryptonian _history,_" he answered. "The man was a…a _legend!_ When the Kree Empire attempted to blockade one of our outposts in the Xiona System, General Zod led a task-force against an armada over ten _times_ the size of his own force, and captured an Imperial Admiral almost _single-handedly!_ Later, when the Chitari attempted an incursion into Confederate space, the Council of Twelve agreed to let General Zod act as a consultant for the system the Chitari were invading; in less than two _days_, the Chitari were utterly _routed!_ His campaigns were nothing short of _perfection!_"

"Wow!" Madelyn exclaimed.

Colossus nodded. "He is sounding like quite a great leader."

"_Indeed,_" Mark agreed. "_The General's exploits were well-known throughout the known cosmos, and not just the Xerius Galaxy; his enemies knew of only one way to survive against him._"

Tinya giggled. "And what's that?"

"_Run._"

The others laughed at that. "True enough!" Kal agreed. "To be honest, though, my interest is more personal; you see, General Zod was…my father's best friend."

Madelyn's eyes widened. "_Really?_"

Kal nodded. "He was actually there when I was born; in Earth terms, he was my godfather."

Tinya nodded. "I kinda figured he was something like that."

Kal smiled at that…before he froze. "_Uh-oh._"

Madelyn arched an eyebrow. "Trouble?"

Kal nodded, as he set his novel down. "There's a cruise-ship in distress off of Japan's west coast; they're taking on water!"

Before anyone else could say anything, Kal was off in a blur; seconds later, a sonic boom shook the air outside the Institute…while the others hardly batted an eye. "I see that's not an unusual occurrence."

"_Affirmative,_" Mark agreed.

Tinya nodded. "You get used to it."

Madelyn could only nod, before she turned around, to retire to her room.

If nothing else, she could certainly say that _this_ assignment was turning out to be an interesting one.

XXXXXXXX

_New York City_

As he swung across the city, Spider-Man suppressed yet another shiver, except _this_ one had little to do with the air-temperature.

New York at nighttime _always_ gave him chills.

Thankfully, he was nearing the end of his patrol; with the exception of that "Green Goblin" wacko, it had been a quiet night. '_Although it would have helped to know that __**beforehand,**_' Spider-Man thought miserably to himself. At times like this, he _really_ envied the Justice League having a _real_ early-warning system. '_Sure wish my spider-sense could cover the __**whole**__ city, sometimes…_'

Suddenly, a cell-phone's ringing disrupted his inner monologue; with a mid-air flip, Spider-Man fired a web-line and swung to a nearby building, touching down on the rooftop, before flipping out his phone. "Hello?"

"_Peter?_"

Under his mask, Peter suppressed a groan. "Oh, hey, Aunt May."

"_Are you on your way home, Peter?_" his Aunt asked. "_It's getting awfully late…_"

Peter grimaced. "Uh…yeah, sure, Aunt May," he answered, thinking fast. "I just…have to handle a few more things for work, and I'll be good."

May's tone revealed her annoyance. "_I think it's awful, the way that Jameson man makes you work; why, I'm of a good mind to call him, right now..!_"

"_No!_" Peter cried, before he calmed himself. "I mean…you don't need to do that, Aunt May; I honestly didn't think it would take me this long – it was _my_ fault. I'll be home soon, I promise."

"_Okay,_" May replied. "_It's just…I hate the idea of you being out so late, Peter; there are so many lunatics on the streets lately, and I couldn't bear the thought of you getting hurt…_"

Not for the first time, Peter felt like a world-class _heel_; he _hated_ keeping his Aunt in the dark about his being Spider-Man, especially when she worried about him, like this. Still, he hadn't really had a choice, what with the press – namely, Jameson – bad-mouthing him, all the time…

…but _now?_

Suddenly, Peter's spider-sense flared up, warning him that something _bad_ was nearby; whirling his head around, Spider-Man scanned the horizon, searching the shadows…and got _bupkiss._

Also not for the first time, he found himself wishing he had Superman's hearing or vision, if just for a little bit; knowing there was danger didn't do much if you didn't know _where_ it was coming _from._

"_Peter?_"

As the warning subsided, Peter allowed himself to relax. "Sorry about that, Aunt May; my phone must have hit a dead-zone, for a minute," he replied. "I promise, I'll be home, soon."

Peter could hear the smile in her voice. "_Okay, dear,_" she replied. "_Oh, I almost forgot; Harry called a few minutes ago. He was wondering if you could help him study for your Chemistry quiz, tomorrow._"

Peter softly chuckled; he'd figured that his best pal at school, Harry Osborn, would need his help, as studying wasn't exactly one of his strong suits. "I'll see what I can do, Aunt May; if Harry calls back, you can tell him I'll help, and in the meantime, he can get started on the Chapter-Review on page 209."

"_You're a good boy, Peter; I'll be sure to tell him._"

Peter smiled. "I'll be home, soon, Aunt May; see you then!"

"_Okay, honey; I love you._"

Peter's smile grew. "Love you, too, Aunt May. Bye!" With that, he hung up. After putting his phone away, Spider-Man took one last look around, before firing a web-line, and swinging off.

He hoped that his spider-sense was just on the fritz – that it was just over-sensitive, this time – but as he swung, he just couldn't escape the feeling that, somehow…

…he was being _watched._

XXXXXXXX

As Spider-Man swung off, the Green Goblin – as he had started to think of himself, now – held back from his hiding spot in the shadows across from his quarry's previous perch, before powering his glider, quietly following him.

As he flew, Norman still felt uneasy as he followed Spider-Man; it had been unnerving, seeing Spider-Man almost spot him, seconds ago. It was as if the young vigilante had eyes in the back of his _head._ If he wanted to learn the wall-crawler's identity, he was going to have to be careful…

'_You worry too much, Norman; it'll be fine._'

Norman frowned, as his 'other' made his appearance. '_Why are we doing this, again?_'

'_Insurance, Norm; insurance,_' the 'other' replied, his voice sounding more and more like the tone he'd used, as the Goblin, against Spider-Man and Daredevil. '_We know that the little insect is pals with the Justice League; with him compromised, we should be able to keep the League busy long enough to complete our task._'

Norman sighed. '_I suppose…_'

By then, Spider-Man had web-swung to a residential neighbourhood; as the Goblin kept out of sight, Spider-Man swung low…before he paused, looking around…and then swinging towards one house, crawling to one top-floor window, and climbing in.

_Pay-dirt._

The Goblin-voice chortled. '_Perfect; now, all we have to do is identify the people in that house…_'

Norman suddenly interrupted him. '_Wait! I __**know**__ that house!_' he thought. '_That's Peter Parker's home!_'

The Goblin scowled. '_Who?_'

'_Peter Parker; he's…_' Norman began, but he paused. '_…he's…Harry's best friend…_'

The Goblin laughed. '_Oh, this is too RICH!_' he chortled. '_Right under our noses, the whole time!_'

Norman still wasn't convinced. '_This doesn't make sense; how could Peter have gotten those abilities..?_'

'_Use your head, Norm,_' the Goblin sneered. '_This Parker brat…he seems to have abilities similar to what you have from the Oz-Formula, correct?_'

'_Well, yes…but those spider-like abilities…_'

'…_aren't part of the regular mix…meaning that they must have come from something __**added**__ to the Formula,_' the Goblin finished.

'_That doesn't make sense; how could..?_' Norman began, but he paused. '_The animal-testing!_'

'_**Now**__ he's getting it._'

'_Some of the lab-animals were spiders; they initially showed the expected response to the Formula,_' Norman reasoned, '_but then they started to die, so we took them out of the study and sent them to be destroyed…on the day that there was a field trip from Midtown High!_'

'_Bingo,_' the Goblin said. '_Parker must have been there, when one of them got loose before they could be destroyed._'

Norman nodded. '_Peter got his powers from both the Formula, and whatever mutations it triggered in the spider._'

The Goblin chuckled. '_In other words, he's Oscorp property,_' he chortled. '_I'd say it's time we collected on our investment, wouldn't you say, Normy?_'

Norman frowned. '_No matter what we say, Peter would never agree to help us…_'

The Goblin laughed. '_Well, we'll just have to make sure he has no __**choice.**_'

Norman paused. '_You're not suggesting…_'

'_You can't make an omelette without cracking some eggs, Norm,_' the Goblin answered. '_We'll just leave __**who**__ it is that gets cracked up to Parker._' With that, the Green Goblin turned, and flew off, heading back home.

Within minutes, the Goblin had arrived at Oscorp, touching down in the secret research lab he used to hide his new equipment from prying eyes; after quickly changing back into his regular clothes, Norman headed back to his office, where he checked his schedule…and smiled. '_Ah, a three-hour break, tomorrow afternoon._'

_Just_ enough time to pick up his son…as well as extend an invitation to his son's pal.

"_Mr. Osborn?_"

Glancing up, Norman switched on his intercom. "What is it, Langstrom? Did the operation go as planned?"

"_You should come and see for yourself, sir; we're in the rehabilitation center's gym._"

Intrigued, Norman got up, and headed to the gym…where he found Langstrom watching nervously, as John Corben, with not a hair out of place, clad in a hospital robe, bench-pressed what looked like over 200 pounds, with apparently little effort.

As Norman walked over, John saw him, and grinned, before setting his weights aside and standing up to shake his hand. "Much obliged, Mr. Osborn! I feel better than _ever!_"

Norman smiled. "That's very good to hear, John," he replied. "So you're feeling well?"

John laughed. "'Well' don't even come _close_, mate! Have a look!" With that, he walked over to a punching bag, pulled his fist back, and swung.

The sheer force of the blow nearly caused the bag to _implode_…seconds before it shot across the gym, tearing its support-chain out of the ceiling, to crash into the wall, cratering it.

Norman's eyebrows arched in surprise. "Impressive."

John allowed himself a slightly smug grin. "Wasn't even _trying,_" he said. "Not only that, but…that didn't _hurt!_ I didn't even feel my knuckles chafing! Norm, you're a _miracle-worker!_"

Norman laughed. "I'm glad you feel that way, John," he replied. "Of course, as I said, I _will_ be expecting some…_assistance_ on your part."

John's grin turned sly. "So what exactly is it I have to do?"

Norman's smile matched his. "Nothing you won't _enjoy_, John; I promise you that," he assured him. "For now, just enjoy Oscorp's hospitality..." With that, he turned, and walked away, before he finished his sentence.

"…because tomorrow, we're going to pick up some old friends of yours."

XXXXXXXX

_Daily Bugle, January 24_

The morning at the Daily Bugle passed fairly quickly, leading into the afternoon…which, in turn, led to afternoon paperwork.

As he sat at his desk, Clark sighed as he discreetly sped through yet another pile of forms to be filled out, before casually glancing to Chloe's desk, where his co-worker was muddling through a paper-pile of her own. "_Ugh!_" Chloe muttered. "Is there no _end_ to these forms?!"

Clark chuckled wearily. "If there is, _I_ sure don't see it."

Chloe smiled wearily. "You know, I'm starting to think that paperwork could very well have been developed by the mob to keep journalists out of their affairs by preventing them from getting _any_ work done."

Clark shrugged. "That sure beats any theory _I've_ ever come up with."

Chloe then looked thoughtful. "It _has_ been pretty quiet, lately, hasn't it?" she thought aloud. "I mean, except for that one costumed nut attacking New York General, nothing's happened lately, has it?"

Clark nodded. "Calm before the storm?"

"Could be." Chloe's expression then turned grave. "I keep hearing that there's going to be some sort of big meeting of all the crime-bosses in New York, sometime soon."

"Same here," Clark agreed, his expression mirroring hers. "Think the Kingpin will be in on it?"

"I'd be surprised if he wasn't!" Chloe replied. "Wasn't there some case being built against him?"

Clark sighed to himself as Chloe's inquiry brought up that memory. "Yeah; the case was being handled by the law firm of Carter Blaire," he answered. "Mr. Blaire thought he had him, but the Kingpin managed to find a way to slip through."

Chloe groaned. "Just like he _always_ does," she muttered. "_God_, I hope that the League finds out about that meeting, and that Superman scares the you-know-what _right_ out of him!"

Clark suppressed a knowing smile. '_I'll see what I can do, Snoopy._'

"_Kent!!_"

At the sound of his boss' trademark bellow, Clark promptly got up, and hurried into Mr. Jameson's office. "Yes, sir?"

Jonah's face was in its usual stern expression as he handed Clark a file-folder. "The Museum's reopening its Antiquities exhibit, now that the repairs are complete," he said. "I want you and Parker to get down there and cover it."

Taking the file, Clark nodded. "Will do, sir!"

"Good man." Turning back to his typing, Jonah added, "While you're at it, tell Sullivan that I need her to cover the New York General incident."

"Yes, sir," Clark replied, before he promptly turned, and headed out.

As Clark emerged from their boss' office, Chloe looked up. "New assignment?"

Clark nodded. "For _both_ of us," he answered. "JJ wants you to look into the NY General attack; Pete and I are to cover the reopening of the Antiquities Exhibit."

Chloe glanced to the clock. "Well, Peter should be getting out of school, now; you should be able to catch him."

"Right," Clark agreed. "Good luck."

Chloe smiled. "You too." With that, Clark turned, and hurried out of the Bugle, to meet up with his coworker.

XXXXXXXX

_Midtown High, New York City_

The very instant that the final class bell rang, the halls of Midtown High were filled to the brim, as the student body poured out of their classes in a bid for freedom.

Standing at his locker, Peter could only shake his head as he watched his fellow students go. '_Jeez laweez, you'd think that it was the end of the year, or something,_' he thought…before wincing; tangling with that 'Green Goblin' guy yesterday had _really_ stretched something awful…

"Hey, Tiger."

Peter automatically smiled as he felt a familiar warm weight nuzzle into his back, before turning around to gaze into Mary-Jane's emerald orbs. "Hey, MJ."

Mary-Jane smiled back, as she absently brushed a strand of her ruby hair out of her eyes. "I never got a chance to see you, this morning," she cooed. "Are you okay?" She lowered her voice. "After…you know?"

Peter sighed. "Other than a few sore tendons, I'm good, MJ," he replied quietly. "Gobby didn't do any permanent damage; ditto with Daredevil."

Mary-Jane frowned. "That guy has a problem."

"And how."

Mary-Jane's expression turned worried. "Didn't your…_pals_ help you?"

Peter shook his head. "They were kinda occupied, MJ," he answered. "You didn't hear this from me, but Big Blue's of the opinion that Kingpin's gonna be meeting with every other organized-crime bigwig, pretty soon, so they're on high alert."

MJ gulped. "Whoa."

"Yeah." Peter's expression then brightened. "On a lighter note, I heard back from Clark, earlier; he and his girlfriend think they'll _finally_ have time to double-date with us, pretty soon."

"_Finally!_" Mary-Jane laughed. "I was starting to think those two didn't like us!"

"Who doesn't like you two?"

Turning around, Peter grinned as he saw his best pal, Harry Osborn, walk up to them; Harry was about the same age as Peter and MJ, and was around Peter's height, but of lighter frame, with light brown hair, and light green eyes, clad in his usual blue t-shirt, orange vest, and light-brown slacks. "Flash stick a stink-bomb in your locker, again?"

Suppressing a shudder at that memory, Peter shook his head. "MJ's just of the opinion that my co-worker and his girlfriend had better things to do than hang with us."

Mary-Jane shrugged. "Apparently, I was wrong." She smiled. "So, how'd you do on your Chem test?"

Harry's grimace said it all.

Peter frowned. "That bad, huh?"

Harry looked stricken. "I'm a _dead_ man, Pete!"

Peter rolled his eyes. "Harry, I'm _sure_ it's not the end of the world…"

"Oh _yeah?_" Harry retorted. "Pete, when my Dad finds out..!"

Harry's lament was suddenly cut off, as his cell-phone started to ring, causing him to freeze. Slowly, Harry took his phone out, and checked the caller-ID. "Oh, man…it's _him,_" he murmured, before flipping the phone opened. "H-Hey, Dad…" There was a pause. "Yeah, we had the test." Another pause. "I…I did the best I could, Dad…"

Peter could hear a distinctly angry tone from the other end. "Yeah, I know, Dad," Harry muttered. "I guess I'm just…huh?" Harry glanced to Peter. "Yeah, Pete's here." Another pause. "Hang on." Harry handed the phone to Peter, his expression perplexed. "He wants to talk to _you._"

Curious, Peter took the phone. "Hello?"

"_Peter? Norman Osborn._"

Peter managed a nervous smile. "Hey, Mr. Osborn; what can I do for you?"

"_Well, Peter, I'm assuming that, by now, Harry's mentioned his abysmal performance in Chemistry to you._"

Peter grimaced. "I'm sure he did the best he could, sir…"

"_I appreciate your loyalty, Peter, but the fact is that my son is seriously lacking in work-ethic. However, that's beside the point; the point is, I'd like you to tutor Harry for a few hours, this afternoon. Would you mind?_"

Peter gulped. "Well, sir…I appreciate the offer, but I do have other commitments…"

Norman chuckled. "_I presume you mean your job with Jonah,_" he replied. "_Don't worry about it, Peter; I'm more than certain I can smooth over that old news-hound's ruffled feathers, and I'd be more than happy to compensate you. What do you say?_"

Peter was silent for a moment…and then smiled. "When you put it _that_ way, how can I refuse?"

Norman laughed. "_Smart man!_" he said approvingly. "_I'm sending my driver to pick both of you up; see you then._"

"Uh…right," Peter stammered. "See you." With that, the call ended.

Harry gulped. "So?"

Peter managed to shrug casually. "Looks like you've got yourself a tutor."

At that, Harry let out a relieved sigh. "_Thanks_, man!"

"Don't thank me, yet; your first lesson is _today,_" Peter quipped. Glancing to Mary-Jane, he smiled sheepishly. "Sorry, MJ…"

"No problem, Tiger; I had to talk to Mrs. Feeny in Lit. Class, anyway," Mary-Jane answered. "See you later!" With that, she gave Peter a peck on the cheek, before she headed off, while Peter and Harry headed to the main entrance, to meet up with their lift out of there.

XXXXXXXX

By the time Clark reached Midtown High, it looked like class had already let out for the day. '_Darn it; hope Pete's still around,_' Clark thought, as he strode onto the front yard, heading towards the main entrance. Walking through the front door, he looked around; the corridors were pretty empty. Sighing to himself, Clark headed towards the principal's office; with any luck, someone there would know if Peter was still around…

"Hey, Clark!"

Turning around, Clark smiled as he spotted Mary-Jane walking up to him. "Oh, h-hey, Mary-Jane," he said. "Is Pete still around? Old JJ has an assignment for us."

Mary-Jane sighed. "Sorry, Clark; you just missed him."

"Darn."

Mary-Jane's expression then lightened. "I hear you and your girlfriend are _finally_ going to go double with Peter and I!" she laughed. "_Took_ you two long enough!"

Clark shrugged. "What can I say? We're both busy," he admitted. "So, how come you're still here?"

Mary-Jane sighed. "I have to talk to Mrs. Feeny about a stupid Lit. assignment," she muttered. "We're doing _Julius Caesar._"

Clark chuckled. "Ah, the classics."

Mary-Jane rolled her eyes. "Only you and Peter would find this interesting," she teased, as she opened her textbook. "_Anyway_, I have to find three examples that support the idea that Caesar is superstitious; I've already got two, and I was going to use the scene where he's talking to that prophet-guy, just before he's killed…"

Clark lightly frowned. "I wouldn't."

Mary-Jane blinked. "Why not?"

Clark reached to the book, flipping the pages ahead to the scene in question. "Look at what Caesar is saying," he urged. "Here, he says, "_The Ides of March are come._""

"Yeah," Mary-Jane said. "He's saying, "_It's March 15; am I going to die today?_""

Clark shook his head. "Read _between_ the lines, MJ; Caesar is being sarcastic," he corrected. "He's saying to the prophet, "_Well, it's March 15, and I'm still here; what were __**you**__ talking about?_""

Mary-Jane blinked. "How can you tell?"

"Look at what the prophet says next," Clark replied. "He says, "_Aye, Caesar, but not gone._" He's saying, "_The day's not __**over**__, yet._""

Glancing to the book, Mary-Jane just stared confusedly…and then her eyes widened. "Oh my _gosh_, you're _right!_" she exclaimed. "I can't believe I didn't see that! _Thank you!_"

Clark shrugged. "No problem," he answered. "Compared to some of the stuff I've studied, Shakespeare's kinda tame."

Mary-Jane laughed. "Why? Were teachers in Smallville tougher than the ones around here?"

Clark chuckled. "Well, there _is_ that," he quipped, "but I wouldn't have known; I was…home-schooled, in my teenage years."

Mary-Jane smiled wryly. "Your mom was a tough marker, huh?"

Clark's smile became a bit forced. "Actually, it was more of my _father's_ lesson-plan."

Mary-Jane's smile wavered. "Maybe I should stop talking about this."

"I'd prefer if you did."

As they both walked towards the door, Mary-Jane switched to a more pleasant topic. "So, when can Peter and I expect to hear back from you and your girlfriend?"

Opening the door and stepping out, Clark answered, "Well, we kinda have something to take care of, over the next day or two, but after that…"

"Incoming!"

Clark had only just opened the door when he heard the voice call out…seconds before the football collided with his face. Pretending to stumble back, Clark slipped on a small puddle of water, falling flat on his back. "_Clark!!_" Mary-Jane cried. "Clark, are you okay?"

Clark groaned. "Oh, sure; I just landed on my head."

Scowling, Mary-Jane turned towards the culprit. "Nice going, Flash!" she snapped.

Chuckling, a tall, well-built youth, with short blond hair and green eyes, clad in blue jeans and a letterman jacket, walked up, followed by a group of other teens in similar attire. "Sorry, MJ," the youth sneered. "Thought that was Parker."

Mary-Jane's scowl only grew. "Flash, this is Clark Kent, a reporter with the Daily Bugle; Clark, this is Flash Thompson, Midtown High's quarterback and resident _jackass._"

Clark frowned as he got to his feet. "The pleasure's all yours."

Flash frowned at the shot. "So what's a Bugle reporter doing here? Football season's not for another few months."

Clark chuckled dryly. "Contrary to what you might believe, 'Flash,' newspapers don't revolve around football." Mary-Jane giggled at that, while Flash just scowled. "Peter and I were assigned to cover the reopening of the Antiquities exhibit at the museum, but he never got the message; I'm just here to let him know."

Flash smirked. "Leave it to Puny to get stuck with something _that_ boring," he said, before turning to his pals. "Let's go, guys; this place is starting to stink of _nerd._" With that, Flash and his posse headed off.

Clark just shook his head. "Nice guy."

"I'm sure there's one at _every_ school," Mary-Jane muttered.

Clark's expression turned grave. "You mean you and Pete have to put up with his nonsense _every day??_"

Mary-Jane looked stricken. "Today was actually a _good_ day."

Clark was incredulous…but his expression quickly gave way to sympathy; how many times had he, Lex, and the rest of their little band taken flak from the older guys back in Smallville? He'd endured it, and so had Peter.

Clark managed a small smile. "Pete's a lot tougher than he looks."

Mary-Jane smiled warmly. "You have _no_ idea."

Clark chuckled. "Anyway, I guess I'd better get moving," he said. "Tell Peter I said to hang in there!"

Mary-Jane laughed. "I will!" she replied. "See you later!" Waving good-bye, Clark then headed on his way, to carry out his part of the assignment.

XXXXXXXX

_Oscorp HQ_

"Okay, Harry, the key to these problems is identifying the limiting reagent; that's the starting material that limits the reaction's yield. Identify that, and you've got the problem licked."

Currently, Peter and Harry were hanging out in Oscorp HQ's executive lunch-room, with a pile of textbooks between the two of them; to be honest, Peter had expected Mr. Osborn's driver to just give them a lift to Harry's place, but they'd been taken straight to the nerve-center of the Osborn business empire.

Norman must have been taking Harry's studies _very_ seriously, to pull out all the stops like this.

Groaning, Harry dropped his head to the table, his forehead smacking against his Physics text's cover. "I am _never_ gonna get this…"

"Never say never, Harry," Peter insisted, as he gestured to the page of problems they were working on. "The next thing to remember is the difference between theoretical yield and actual yield; theoretical yield is the amount of product you can expect to get in _ideal_ conditions, whereas actual yield is what you get in _reality._"

Harry blinked. "So how come there's a difference?"

Peter chuckled. "The theoretical yield _assumes_ that everything goes perfectly – that there won't be any experimenter error, any contaminated glassware, or any impure starting material – but we all know that's _seldom_ the case," he explained. "By comparing the actual yield to the theoretical, we get the percent yield, which shows how far the actual yield deviated from the theoretical; the higher the percent, the closer the experiment was to ideal conditions."

Harry still looked a bit nervous. "Okay, I _think_ I got that," he said. "So what happens if the percent's really low?"

Peter slightly grimaced. "_Then_ you'd have to do the experiment over."

Harry groaned.

"I know, I know; it's a drag," Peter said, "but it's not impossible; I'm sure if you hang back, one afternoon, you'd be able to make it up."

"You mean _you'd_ be able to," Harry said. "Face it, Pete; I'm just no good with science…"

"Not with _that_ attitude, buster."

Harry's face went pale as the tall senior Osborn walked into the lunch-room. "D-Dad..!" he stammered.

Norman sighed. "Harry, no matter _how_ many tutors I hire, it won't make _any_ difference if you don't _apply_ yourself."

As Harry's head drooped, Peter quickly piped up. "Well, Mr. Osborn, some people just have a longer learning-curve than others, that's all; with a bit more time, I'm sure Harry will get it…"

Norman lightly smiled. "Regardless, Peter, I'm glad you took the time to help Harry, especially after all the times you've _already_ helped him."

Peter shrugged. "Hey, that's what friends do."

Norman's smile became a bit ironic. "I'm sure." It widened, again. "Still, I need to thank you _properly_ for your assistance." He turned to his son. "You can leave, now, Harry; I'll be along, shortly." Nodding, Harry gathered up his books and headed out. "Peter, if you'll follow me." With that, Norman walked out of the lunch-room, as Peter followed closely behind him.

Peter followed Norman to what Peter guessed was his office. "Would you please shut the door, Peter?" Norman asked as he faced the large window. Nodding, Peter obliged. "Thank you; I wouldn't want Harry to walk in on this discussion."

Peter couldn't help but feel a slight spider-sense-esque chill crawl up his spine. "Mr. Osborn, you really don't have to do anything _too_ big to pay me; like I said, Harry's my friend…"

"Ah, but he's not your _only_ friend, is he?"

Peter was slightly taken aback by the slight snap in Norman's voice. "Well…no; MJ's also my friend…"

"That's not what I meant, Peter," Norman interrupted. "I believe you have quite a _few_ friends, wouldn't you say…_Spider-Man?_"

Peter's spider-sense promptly went _nuts._ "W-What?" Peter exclaimed, trying to laugh it off. "S-Spider-Man? _Me??_ Mr. Osborn, that's _crazy!_"

"Really." Norman's voice was flat, as he strolled over to his desk. "I suppose there's only _one_ way to be sure…"

With that, Norman casually _lifted his desk right over his head_, before he _threw_ it at Peter; the sheer shock of the sight caused Peter to react without thinking, his spider-sense guiding him as he effortlessly flipped over the desk, letting it pass under him, to crash into the wall.

"Impressive reflexes for someone who claims to be a regular human being."

Peter was still flabbergasted. "­_H-How..?!_"

Norman smiled cruelly. "Aren't you the _least_ bit curious as to the nature of the spider that bit you?" he asked. Seeing Peter's expression, his smile grew. "Oh, yes, Peter; I know _all_ about your little bug-bite. With that, my own records, and the timing of Spider-Man's appearance to go on, it wasn't hard to figure out."

Peter couldn't speak; his head was spinning…

"As for my own demonstration," Norman continued, his voice altering its pitch, becoming a cruel snarl, "I owe _that_ to an experiment gone horribly _right_. You see, Peter, the spider that bit you was once part of the same experiment that gave me _my_ abilities."

His voice grew _crueler_. "What that _means_, kiddo, is that, in essence, I _own_ you. Those abilities you enjoy? They're Oscorp intellectual property; I can show you the patents, if you like."

Peter was still shocked. "You…you're the..!"

Norman chuckled in his Goblin-voice. "Pleased to meet you, wall-crawler," he sneered. "Now, I'm a generous enough guy; you want to use my research to help people? Fine enough; it's unbelievably cliché, but, hey, more power to you."

His tone became a bit darker. "There's just _one_ little proble, Parker; I expect a _return_ on my investment."

Peter gulped. "And that would be..?"

Norman chuckled. "Oh, nothing you wouldn't be able to handle," he answered. "I just need you to help with a few…_errands_ I need to run."

Peter's eyes narrowed. "And I assume that these 'errands' aren't exactly anything the cops would be thrilled about."

Norman chuckled, again. "Smart lad."

Peter shook his head. "_Forget_ it."

Norman frowned. "Well, you're _clearly_ not as smart as I thought you were," he chided. "Obviously, you haven't thought things through."

His tone grew _darker._ "For example, you haven't thought about your poor, sweet old Aunt May," he warned. "It would be just _horrible_ if that green psychopath were to suddenly show up in her neighborhood; why, just the _sight_ of him would send the dear old bird into a heart-attack…"

Peter froze.

"And then there's that pretty little Watson girl of yours," Norman added. "I would _hate_ to see something happen to her…"

Peter's fists clenched. "You son of a..!"

"Now, now, Parker; don't bother raising your voice." Norman grinned as he tapped on the walls. "I took the precaution of lining this office with _extra_ insulation; your Kryptonian pal can't hear a _word._"

His eyes narrowed. "Let's make sure we understand each other; you do a few favours for me, and keep your Justice League pals off my back, and I'll forget about this conversation – you'll never hear from me, again. Understand?"

Peter didn't know what to do; he had _no_ doubt that whatever it was Norman wanted him to do was illegal…but if he _didn't..!_

He _couldn't_ let him hurt MJ or Aunt May.

Slowly, he nodded.

Norman smiled. "I _knew_ you'd see it my way," he said. With that, he took out a small pager, and sent a page. "Now, just let me introduce my _other_ associate in this matter; I believe you've already met..?"

Seconds later, the door opened…as a completely healed John Corben walked through. Glancing to Peter, he smirked. "That him, Norm? _That's_ the little blighter?"

Norman chuckled. "I was a bit surprised, myself." To Peter, he added, "Mr. Corben here will be assisting in the first of our little endeavours; you remember each other, I trust?"

John scowled. "Yeah, I remember; him and that bloody alien put me in the hospital."

Peter glared at him. "You did that _yourself_, pal."

"Now, let's not argue," Norman said. Walking to the remains of his desk, he removed a small, disc-shaped electronic device, before walking towards Peter. "This will enable me to keep tabs on you," he explained. "Don't think you can be cute by throwing it away; I've designed it to alert me if it's away from you…but we're not going to have a problem with that, are we?"

Peter grimaced…before he reluctantly took the device. "No."

Norman smiled. "_Good,_" he replied. "Now, here's what I need you to do…"

XXXXXXXX

_New York State Prison, New York City_

"Kravinoff, you have a visitor."

Sergei had been lying in the cot in his cell, absently staring at the ceiling when the guards came to the bars; sitting up, he arched an eyebrow in confusion as he faced the guards. "Odd," he thought aloud. "I know of no-one who would wish to visit me."

"Well, somebody did, Kravinoff; up and at 'em."

"Of course." Promptly, Sergei stood up as the guards unlocked his cell, presenting his wrists to be cuffed; once he was secured, the two guards led him out of the cell.

Walking down the cell-block, heading for the exit, Sergei glanced to his right, happening to spot two of his former "co-workers," Hermann Schultz and Quentin Beck – Shocker and Mysterio – minus their costumes, clad in the same orange jumpers he and the rest of the prisoners here wore, their expressions bitter…as his had once been.

Within minutes, the guards had led him to the visitation chamber, where he sat down at one of the booths; sitting across from him, behind the reinforced glass, was a fairly tall, well-built man, with short brown hair, his eyes hidden behind dark glasses, clad in a dark blue business suit under a black wool coat. On the table in front of him was a legal-style briefcase, with a white walking-stick resting on top of it, which the stranger absently touched, every so often.

He was blind.

As Sergei picked up the speaker-phone, the stranger smiled. "Sergei Kravinoff?"

Sergei nodded reflexively. "Yes."

"Matt Murdock," the stranger introduced himself. "I'm with the legal firm of Murdock and Nelson, and I just had a few questions for you; would you mind?"

Sergei was momentarily taken aback. "I do not mind," he said carefully, "but I do not understand why; have I done something _else_ wrong?"

Matt chuckled. "No, Mr. Kravinoff; no new charges are being laid against you," he assured him. "I just had a few questions about your…_previous_ employer."

Sergei understood immediately. "You are attempting to build a case against Fisk."

Matt nodded. "_Exactly,_" he said. "If you cooperate, I'm sure I could ask the judge to reduce your sentence."

Sergei kept calm. "Why come to me? Why not speak with one of the others?"

Matt slightly frowned. "Because unlike the _rest_ of your former co-workers, you're a model prisoner, especially since you recently agreed to have your…'abilities' suppressed, while the rest of them are either in isolation, or are just as big scumbags as they were when they came in," he said. "Unlike other firms, we try to avoid shaking hands with the devil when we can avoid it."

"I see," Sergei said softly. "I understand what you are saying, Mr. Murdock, and I would like to help…but I fear that I will not be able to; I only met with Fisk once, and that meeting was tragically short. Other than what I gave in my testimony, I know nothing that could help you."

Matt's smile wavered, as his expression turned grave, as though he were studying Sergei…and then nodded, more to himself than anyone else. "What about the arms dealer, John Corben?"

Sergei blinked. "What about him?"

"He's been moved to another location; no-one knows where he is," Matt continued. "Could Fisk have moved him?"

Sergei was speechless for a moment before he answered. "It…it is _possible…_"

Matt sighed. "You don't know."

Sergei shook his head. "I am sorry."

"So am I," Matt lamented, as he got up to go. "If you remember _anything_, please don't hesitate to call; I've left my contact info with the warden."

Sergei nodded. "I will remember; thank you." With that, Matt turned, and headed out.

Alone again, Sergei started to get up. "Officers, I am finished."

"Not so fast, Kravinoff; you've got one more." Confused, Sergei sat back down, as his second visitor stepped into view…

…where Sergei got the shock of his _life._

"G'day, Serg, old boy; how's life in the can?"

Sergei was still speechless as he stared at John Corben, clad in blue jeans, a white t-shirt, a black jacket, and a pair of black shades, in perfect health. John arched an eyebrow. "_Crikey_, Serg, you look like you've seen a _ghost._"

Sergei finally found his voice. "I…I think I _am_ seeing one," he whispered. "How is this _possible?_ The doctors said that it could be _months_, even _years_ before..!"

"…before I'm up and about?" John finished. "I remember, Krave; that alien wanker bashed me up pretty good, didn't he?"

Sergei blinked. "Was it not the explosion that injured you..?"

John snorted. "Damn suit wouldn't have exploded by _itself_, Serg…but that's beside the point," he answered. "The point is, I've made a new pal; fixed me up real nice, he did."

Sergei kept calm. "I am glad..."

John chuckled. "Me, too…but _nothing_ in life is _free_, is it? Turns out, this new pal of mine wants to hire our old gang out."

Sergei frowned. "Correct me if I am wrong, but 'our old gang,' as you put it, is in _jail._"

"Our pal's already figured that, Krave," John replied. "He's arranged a little 'coming-out party' for us."

At that, a prison alarm suddenly began to blare, prompting one of the guards on duty to hurry away, while the other started to move towards Sergei, his hand on his weapon. John just smiled. "Well, that's my cue!"

And with that, he stood up…and _drove_ his fist through the glass, utterly shattering it with apparently no effort. Startled, Sergei stumbled back as the remaining guard drew his weapon, shouting for John to stand down, but John just smiled, and walked through the hole in the glass.

The officer didn't hesitate. Nor did he miss.

_Bang!!_

_Ping!_

The guard's eyes went wide as his shot impacted harmlessly against John's chest, with an almost _metallic_ pinging noise. John chuckled. "Was that supposed to _hurt?_" he sneered. The guard said nothing, as he frantically fired again, to no avail; he was readying another shot when John closed on him, and _slammed_ him with a punch, knocking him into the wall with enough force to _crater_ it.

With the guard dispatched, John turned to Sergei. "Well, we'd best not keep our mates waiting, eh?"

Sergei was still incredulous. "_H-How_ did you..?!"

John rolled his eyes. "Explanations _later_, Serg; let's _move!!_" With that, he grabbed Sergei by the forearm, and dragged him along after him, deeper into the prison…which was now undoubtedly under siege…

XXXXXXXX

_A few minutes earlier_

"_Black Knight calling Boy Scout; we're getting an alert from NY State Prison – it's under attack. Warrior Princess, Sherwood Forest and I are en route; get moving._"

Clark had just been heading out of the Museum, his report finished, when he'd heard the sound of explosions coming from the prison, seconds before Batman hailed him; quickly darting into an empty alley, he shed his street clothes, revealing his uniform underneath, before stashing them away and taking to the sky, flying towards the prison as fast as he could.

Within minutes, the prison was in sight; as he approached, he spotted Wonder Woman to his right, with the Javelin-1 a few meters behind. Seeing him, Wonder Woman flew up alongside him. "Do we know what's going on?" she asked.

Superman shook his head. "Not yet; all we know is that if we don't collar this perp, the prisoners could start rioting."

Wonder Woman frowned. "Could this be the same green villain that Spider-Man encountered, last evening?"

"Possibly."

At that point, Batman's voice came in over their communicators. "_I'll set the Javelin's autopilot to take her down near the prison; I'll assist the guards inside, while Green Arrow provides long-range support for you two from the walls._"

Green Arrow piped up. "_If any of the locals get restless and try to check out, I should be in a good enough position to stop them._"

"Agreed," Superman answered. "Let's move!" With that, he and Wonder Woman flew on, while the Javelin headed for the prison's west wing.

Within minutes, they had sighted the prison…as well as someone, clad in a dark green bodysuit, with a monster-like helmet, hovering over the prison on a high-tech glider, firing rockets into the prison. '_Well, this answers the question of whether or not this is that 'Green Goblin' character,_' Superman thought. Seeing the Goblin fire another salvo of rockets, Superman fired a pencil-thin eye-ray with perfect aim, incinerating every projectile seconds before they hit.

Superman's attack caused the Goblin to turn towards him and Wonder Woman. "Well, well…the Man of Tomorrow, himself," he chortled, bowing mockingly. "We meet at last."

Superman wasn't phased. "You must be this 'Green Goblin' Spider-Man mentioned."

The Goblin chuckled. "Ah, yes…I'd _heard_ you two were pals."

"Then you _also_ must have heard that we have even _less_ tolerance of your brand of villainy than _he_ does," Wonder Woman snapped. "Surrender now, and you will not be hurt."

The Goblin just laughed. "A generous offer; very kind of you!" he sneered. "However, I think I'll _ignore_ it."

And he punctuated the sentence by firing another salvo of rockets at them; quickly, Superman unleashed a burst of frost-breath, freezing the rockets solid before they could detonate, while Wonder Woman flew straight at the Goblin. Drawing her lasso, Wonder Woman spun it and let it fly, snagging the Goblin's arm, before she yanked him clean off his glider. As the Goblin dangled helplessly in midair, he tapped his belt, signalling his glider to target Wonder Woman; at once, the glider opened fire with its machine-guns, forcing her to block its shots with her armlets, releasing the Goblin from her lasso.

Free again, the Goblin fired a grapple-hook from his wrist, pulling himself back onto his glider. He was about to launch another volley of rockets when Superman darted towards him, knocking him clean off his glider with a tackle; the Goblin tumbled through the air, before firing his grapnel, catching himself and touching down safely, seconds before Superman touched down, shaking the ground as he did. Approaching carefully, the Goblin unleashed a punch-kick combo with flawless execution; pushing the kick aside, Superman blocked the Goblin's punch, before stepping into it to push him away, slamming the Goblin into the concrete wall.

Coughing, the Green Goblin struggled to his feet. "You're no slouch, junior; I'll give you that," he sneered. "I can see why Kingpin has such a hard time with you."

Superman's eyes narrowed. "You're working for Fisk, aren't you?!"

"Wouldn't _you_ like to know?" the Goblin laughed. "I admit, I've enjoyed testing myself, kiddo, but now it's time to get _serious._"

Superman glared at him. "You're not in much of a position to threaten, pal."

"Who said anything about _me?_" the Goblin laughed…before he tossed a handful of pumpkin-shaped grenades at a nearby wall, blasting it open…

…and allowing dozens of inmates to pour out.

As the inmates swarmed into the main prison-yard, Superman spotted Green Arrow on the walkway on the wall to their left, and gestured to the escaping inmates; instantly, Green Arrow fitted an arrow to his long-bow, took aim, and fired.

His aim was perfect; the arrow lanced through the air, expanding into a net, which blocked the hole in the wall, preventing any more inmates from escaping, and leaving only a relative handful for Superman and Wonder Woman to deal with. Spotting one enraged inmate charging at him with a toothbrush-shank, Superman simply inhaled, and blew him away with a gale-blast, knocking him into three more of his fellow inmates. As three more inmates all came at him from all sides, leaping onto him, Superman whirled into a high-velocity spin, throwing them all off effortlessly.

Blocking one inmate's punch, Wonder Woman countered, driving her fist into the criminal's torso, before backhanding him away. Glancing another one charging from the corner of her eye, Wonder Woman turned around, in time to see her would-be foe fall to the ground in convulsions, one of Green Arrow's electric darts protruding from his back. Looking up, she was about to wave her thanks, but instead caught sight of an inmate closing on him from behind. "Arrow!" she cried out; turning, Green Arrow turned in time to spot him, taking aim with his mini-crossbow. It was going to be close..!

Suddenly, the perp was sent flying, as a grapnel connected with the side of his skull, before zipping back to its owner's modified billy-club, as Daredevil leapt down from the roof onto the opposite wall, uppercutting one perp into another, before slamming a third with a back-kick. "Hey, thanks!" Green Arrow called out, but Daredevil ignored him, as he leapt down into the main courtyard.

By then, most of the few remaining inmates were running scared, leaving the Green Goblin to face them alone. "Still intent on ignoring that offer?" Superman asked.

Green Arrow nocked an arrow in his bow, and took aim. "Last chance…"

The Goblin just chuckled. "Oh, I think I have a few tricks up my sleeve."

Out of the corner of his eye, Superman grinned as he spotted a familiar red-and-blue outline on the horizon, closing fast. "So do we," he retorted. As Spider-Man touched down on a rooftop nearby, Superman turned towards him. "Excellent timing, Little Red; ready to take this guy down?"

Spider-Man was strangely silent, which put Superman a bit on-edge. "Anything wrong, Little..?"

_Thwipp!_

_Splat!_

In seconds, a web-glob splatted itself across Superman's face, taking him _completely_ by surprise. Wonder Woman was _equally_ shocked. "S-Spider-Man, why did you..?!"

_Thwipp!_

Wonder Woman was just barely in time to raise her arms, blocking the second web-glob, causing it to gum her armlets together. Still in shock from the apparent betrayal, Green Arrow turned his bow towards Spider-Man, but the wall-crawler had already fired a web-net, pinning him to the wall. Spider-Man then fired one more net at Daredevil, but the Man Without Fear apparently had eyes in the back of his head; ducking under the web, he rolled forward and fired his club's grapnel, pulling himself towards the renegade vigilante, but Spider-Man easily leapt away, landing on an adjacent rooftop.

By then, Superman had yanked the web off his face, and Wonder Woman had freed her armlets, while Green Arrow was cutting himself free with an arrow; in seconds, Spider-Man would be outmatched. Looking to the Goblin, Spider-Man pointed to the open sky. "_Go!!_"

"Gladly!" Green Goblin chortled, as he powered his glider, heading for freedom…before dropping a cluster of pumpkin-bombs on a weakened section of the outer wall, blasting it open. Seeing the remaining inmates start to run towards it in a desperate bid for freedom, Spider-Man quickly fired a large web-net, covering the gap, before swinging off. His eyes narrowed, Superman was about to fly after them both, until he saw the web-net start to fray…

Inhaling deeply, Superman unleashed a burst of frost-breath, solidifying the web and flash-freezing most of the inmates onto it; they weren't going _anywhere._

With the inmates contained, Superman finally allowed himself to feel the shock that had hit him, seconds before; glancing to Wonder Woman, he saw that she felt the same. "By Hera," she murmured, "how…how _could_ he..?"

Superman closed his eyes. "I don't know…"

"This was a diversion."

Daredevil's voice caused them to turn towards him. "That 'Green Goblin' wasn't interested in causing a breakout," he muttered. "He was trying to distract all of us from..!" His voice trailed off, as his eyes went wide behind his cowl, before he sprinted off, heading back into the prison.

Wonder Woman looked worried. "Could he be right?"

Superman closed his eyes, as he listened…and his eyes opened wide. "We need to get to the lower levels, _now!_" With that, he and Wonder Woman raced inside, while Green Arrow took the roof entrance inside.

There wasn't much time.

XXXXXXXX

The interior of the prison was just as chaotic as the exterior, following the unexpected attack; inmates were running wild, attacking the beleaguered prison guards in their wild bids for freedom. As numerous inmates started closing on them, two prison guards slowly backed up. One managed to ward their assailants away with his nightstick, while the other fired his taser, shocking one inmate into submission, before trying to quickly load another projectile…but they were boxed in…

Suddenly, a whirling blade spun through the air, slicing the arm of one inmate as it passed by, burying itself in a pipe on the wall, spraying hot steam into the cluster of inmates, scalding them, and coating the corridor in haze. As the inmates screamed in agony, they never even noticed as a massive shadow descended from the ceiling…until one of their own let out a strangled yelp of surprise.

_Something_ had silenced him.

Alert now, the inmates started to look around; one managed to catch sight of his cellmate, just before that malevolent shadow grabbed him, pulling him into the haze, screaming. Snarling, the inmate rushed after the shadow, drawing his shank…but he found nothing; turning around, his face suddenly met a black-gloved fist, which knocked him unconscious. Two more started to inch out of the mist…until a black cable shot out at them, yanking them back in, screaming…before they went silent.

Before long, only one inmate remained conscious; trembling with terror, he dropped his shank. "I-I give!! P-Please, s-s-spare me!!" Almost instantly, that terrible shadow appeared before him, before simply knocking him out with one punch.

It was about the only mercy he'd dared hope for.

As the steam cleared, the two guards felt a chill crawl down their spines, which didn't _really_ dissipate as they saw the Batman walk out of the haze. "Everyone alright?"

One guard gulped at the sound of that sandpaper-on-glass voice. "Y-Yes, we're fine; thanks."

Batman's expression remained neutral. "You have several highly-dangerous criminals, here; where are they?"

The other guard looked grave. "Kraven, Shocker, and Mysterio are in Cell Block D; Kravinoff's been a model prisoner, and Schultz and Beck are harmless without their gear. As for Scorpion, Rhino, and Dr. Octopus, we keep them in a special lock-up in the lower levels." His eyes went wide. "Y-You don't think they could..!"

"They _won't_." Batman's tone indicated that there was _no_ argument on that matter. "How do I get to the lock-up?"

"Take the elevator to the 13 sub-basement; the password is 23875!" the first guard said, as he picked up his dropped nightstick. "Be care…ful?"

Batman was already gone.

Within minutes, Batman had reached the level where the lock-up was located; as the corridor's ceiling expanded, he fired a grapnel, pulling himself into the shadows, concealing himself amongst the pipelines that made up the intestines of the prison. Before long, he'd reached the lock-up…and spotted Shocker and Mysterio – having since found their gear – along with John Corben and Kravinoff, who was still in his prison jumpsuit, heading towards three heavily fortified cells.

As he scouted his surrounding, Batman could only watch as Mysterio conjured a smokescreen, blinding the two guards on duty, allowing Shocker to easily blast them into unconsciousness. "Nice work, Herm," John said. "Now, 'ow 'bout bustin' our other three mates loose?"

Shocker grinned behind his mask. "Glad to!" he replied, before taking aim, and firing three shock-blasts, blowing off the cell doors, which also served to short out the harnesses that kept their occupants from escaping, as Scorpion, Rhino, and Dr. Octopus walked out.

Spotting John, Otto smiled pleasantly. "Ah, Mr. Corben, how good of you to assist us."

John grinned. "Like I said, Doc; Smilin' John always comes through for his mates!"

"So, what's the job?" Rhino grunted. "What's da boss want us to do?"

"Sorry, big fella; Fisk didn't put me up to this," John said. "We got us a new pal; fixed me up good so I could help you guys out!"

"Fine by me!" Scorpion cackled. "Let's get out of here!"

As the six of them turned to go, John glanced back to Kravinoff, who hadn't moved. "C'mon, Krave; we don't have much time!"

"No."

Sergei's response caused his former colleagues to pause. "I beg your pardon, Kraven?" Mysterio asked.

Sergei's jaw tightened. "We have done grave wrong, my friends," he said. "We – _all_ of us – have, or in my case, _had_, great power…and what have we done with it?"

Shocker's eyes narrowed. "We looked out for Number _One_, Krave; same as _anybody_ would!"

"I can think of several who do _not_, Schultz," Sergei countered. "I am ashamed of what I have done; I will not run from the consequences." Turning around, Sergei walked away, and began helping one guard to his feet. "I cannot stop any of you, so run if you wish…but I will not."

Scorpion was incredulous. "_Christ_, Kraven, are you _nuts?_"

Dr. Octopus just scowled. "_Leave_ him," he sneered. "If our former associate has lost his nerve, then we have no time for him."

"Couldn't have said it better, myself, Doc!" John agreed. "Let's head off, shall we?" As the six of them started to flee, Batman knew he had to move _now._

The six of them had not even taken ten steps when they heard it: a soft, faint noise, like rustling…or _flapping._ "W-What's that sound?" Rhino muttered.

With the six of them unnerved, Batman took aim, and let a Batarang fly, slicing another steam-pipe, spraying Corben with hot vapour…but, oddly, he hardly flinched. "Bloody hell!" John cursed.

Dr. Octopus looked around, wary, now. "We are not alone."

Scorpion looked especially agitated. "It's _him_, guys! It's the _Bat!_"

"Calm yourself, Gargan," Mysterio urged.

"Easy fer _you_ to say, Beck!" Scorpion snapped. "That guy's even shiftier than _you!_ He's probably been scopin' us out, this whole time!"

Slowly, Batman began to move into position. "If the Dark Knight _is_ here, Gargan, the six of us should be sufficient to handle him." Dr. Octopus reasoned. "That is why it is critical to remain _calm._"

Scorpion started to calm down. "Yeah…okay, Doc," he said. "I'll be cool; hell, I'll be even _cooler_ after I got my hands on that – _AAAAAHHHHH!!!_"

Scorpion's howl filled the air as Batman's grapnel looped around his tail, hoisting him into the air like an overgrown piñata. The remaining five's attention was drawn towards their comrade, giving Batman the opportunity he needed; dropping down from the ceiling into the shadows, he fired another grapnel, pulling himself towards the wall and tackling Mysterio to the ground. "_It's him! It's him!_" Scorpion shouted. Before Shocker could get a bead on him, Batman let fly with a handful of _shuriken_…

…but the throwing-stars never reached him, as Dr. Octopus' metal arms shot out with lightning speed, swatting them away. "I'm afraid that we're somewhat wise to your tricks, 'Dark Knight,'" he mocked. "Schultz!" With that, Shocker raised his arms, taking aim at Batman as he charged a shock-blast, to blast him into oblivion..!

Suddenly, a precisely-aimed gust of wind sent Shocker sprawling, as Superman, Wonder Woman, Green Arrow, and Daredevil darted into view. "You're late," Batman growled.

"Traffic," Superman replied, before he turned to catch the charging Rhino by the horn, digging his heels in as he forced the massive criminal to stop moving, and then lifting him up and _throwing_ him back, forcing his cohorts to get out of the way.

By then, Scorpion had gotten loose, having since cut Batman's grapnel-line; he landed with a thud, and charged at the Dark Knight, but Green Arrow peppered him with electric darts, stunning him long enough for Daredevil to close on him. The Man Without Fear slammed Scorpion with an uppercut-back-kick combo, knocking him back, before Wonder Woman flew at him, finishing him with an aerial haymaker.

After dealing with Rhino, Superman suddenly felt woozy, as he stumbled back, before seeing Corben stomping towards him. "You know, I'm _glad_ you lot showed up," he snarled. "After what you did to me, I'm _glad_ you're here! It saves me the trouble of trackin' you down!" With that, he swung at the dazed Superman, his fist connecting with a metallic _clang! _Superman doubled over, as Corben punched him again, sending him flying back towards his comrades.

John was about to go after Superman, but Dr. Octopus' voice stopped him. "Mr. Corben, if what you told us is true, we cannot afford to delay!" He turned to Shocker. "Schultz?" Nodding, Shocker took aim, and fired a shock-blast directly _above_ Daredevil and the three League-members, who had paused to help their dazed comrade, causing the ceiling to cave in above them. With their adversaries dealt with, the six criminals made their escape, though not before Corben sent one last glare to where Superman was buried.

From the corner where he'd moved the unconscious guards, Sergei had seen the whole thing; after making sure the guards were okay, he hurried towards the pile of rubble, and began pulling pieces of junk off, trying to dig the pile's occupants out. After tossing off several lengths of pipe, Sergei flinched as his fingers struck a slab of…_ice?_

Suddenly, the rubble-pile shook, as a blue-sleeved arm broke through the ice, before Superman and Wonder Woman threw the rubble off of their comrades. Dusting himself off, Green Arrow grinned. "I gotta say, big guy, I was a bit sceptical of that 'impromptu igloo' idea, at first."

Superman chuckled at that, before his gaze turned stern as it fell on Kraven. "I'm surprised you're still here, Kravinoff."

Sergei lowered his gaze. "I do not blame you for thinking so," he replied. "I know I have done wrong; I merely wish to repay this city for the harm I caused."

Superman's stern stare lessened. "It's a shame your former co-workers don't feel the same way."

Sergei nodded. "I fear that crime is what they know best," he said. "It is a path I might have taken, had I not been stopped."

"Do you have any idea of what Corben and the others were planning?" Batman asked.

Sergei shook his head. "I am afraid not; all I learned was that my former friends were needed for some large endeavour, and judging from the haste in which this was arranged, I can only assume that it will occur soon. Beyond that, I know nothing."

Wonder Woman sighed. "So we have no leads, then."

"There's _one._"

Daredevil's voice lightly startled them all. "The _kid_ knows something," he said coldly. "He's in on this; grill him, and it all comes crashing down."

Superman knew who he meant. "You don't know that, Daredevil."

"Oh, no? _Who_ was it that was shooting webs at all of us?" Daredevil asked archly. "Face it, junior: he's _turned._ I've seen it happen to better men than him."

At that, Wonder Woman bristled angrily, but Batman's flat voice stopped her. "It doesn't make sense," he reasoned calmly. "If Spider-Man _has_ turned, why would he stop those inmates from escaping?"

"Well, maybe he hasn't _completely_ gone over the fence, then; does it matter?" Daredevil snapped. "Either way, he _knows_ something, and I intend to find out _what._ If you're _serious_ about this business, _kid_, you'll do the same as me: track him down and _wring_ it out of him." With that, he turned, and darted off.

Her eyes narrowing, Wonder Woman was about to chase after him, but Superman stopped her. "Let him go; right now, we need every hand to search for Spider-Man, to find out why he attacked us."

Green Arrow scratched the back of his head. "Look, Boy Scout, I know you've known the guy longer than the rest of us have, but are you _sure..?_"

"Spider-Man _wouldn't_ turn," Superman said firmly. "In any case, we don't have much time." He glanced towards the two unconscious guards…

"Go," Sergei said. "I will ensure they get to the infirmary." Superman nodded, before he and his comrades hurried off, while Sergei walked towards the guards, starting to help them walk to the infirmary.

XXXXXXXX

_Oscorp HQ_

It hadn't taken Spider-Man long to get back to Oscorp HQ after the prison incident, but from his perspective, it felt like an _eternity_; every web-swing seemed to stretch on endlessly, as if he were stuck in a black hole.

He'd just knifed one of his best friends in the back.

He felt lower than sewer-sludge.

His mind was in a daze as he darted into a convient open window, changing back into his regular clothes, shuffling out into the main hall. He felt _sick_; heck, he was about one step away from _hurling…_

"Ah, so you're back, already."

Turning, Peter felt his nausea intensify, as he spotted Norman there, smiling as if he hadn't a care in the world. "To be honest, I was a little worried, at first…but I should've known you wouldn't let me down."

Those words roused a _fury_ in Peter; a deep, all-consuming, undeniable _rage_ that, until now, he hadn't even thought himself _capable_ of having. "I'm _done_."

Norman blinked. "Pardon me?"

Peter's teeth gritted in a snarl. "I said I'm _done_, Osborn! I'm not playing your twisted little game; not anymore! Find yourself another patsy, 'cause I _QUIT!!_"

His tirade caused some of the workers in the building – regular workers, utterly unaware that their boss was a psychopath – to look their way. Norman just smiled pleasantly, his hand clamping down on Peter's shoulder. "Nothing to worry about, folks; just a friendly discussion!" His employees went back to work. "Peter? _Walk_ with me."

Norman more-or-less dragged Peter to his office, shutting the door…and then lifting Peter up by the collar and slamming him against the wall. "Parker, what part of 'I own you' is confusing you, here?" Norman spat, in his Green Goblin voice. "You're really disappointing me here, kiddo; after all Harry's told me about you, you're _still_ not grasping the situation fully." His smile turned wicked. "If your Kryptonian pal or any of his little friends suddenly fly through my window, your aunt's brake cable fails; if your mutant friends decide to book an appointment, your little girlfriend's shower suddenly pumps out _acid_ instead of water; if you walk out on this, your auntie gets hit by a stray car; if I even see my name in the Bugle when I don't remember being interviewed, I will _personally_ hunt your floozy down and _gut_ her…before doing the same to your aunt."

Peter couldn't speak.

Norman grinned. "_Now_ you're getting it," he said, setting Peter down. "Well, that's all I needed you to do, today…except for one thing." His stare turned sardonic. "Will you please handle that little girlfriend of yours?"

Peter blinked. "W-What..?"

"She's been parked in the main lobby for the past hour, looking for you; get rid of her." Norman's smile became dark, again. "And don't try and be cute by letting anything slip, because I'm always listening." Peter couldn't reply to that; he simply turned, and headed out.

As Norman had said, Peter found a worried MJ waiting in the lobby. "_Peter!!_" she cried, rushing over and hugging him. "Oh my gosh, are you okay?!"

Peter managed a weary smile, as he returned the hug. 'I'm okay, MJ."

Mary-Jane looked stricken. "I…I thought that you might have been hurt, since I thought you were covering that prison break-out," she murmured. "I thought I heard that…that Spider-Man was _helping_ the guy that did it, and that he'd gone up against Superman and the League…" Her gaze turned pleading. "Peter…he didn't, did he?"

Peter suppressed a gulp. "MJ…"

"I hope you kids are behavin' yourselves."

Turning, Peter felt a chill grip his spine as he saw John Corben, standing there. John smirked. "Wouldn't want to make a scene, now, would we?"

Peter managed to stay calm. "MJ," he said softly, "why don't you head on home, okay? We'll talk about…about everything later."

MJ looked stricken. "But..!"

"You heard him, missy." John's smile grew cruel as he cupped Mary-Jane's face in one hand. "We wouldn't want anything to _happen_ to that pretty face, would we?"

Peter's fist clenched. "You leave her _alone..!_"

"Why, junior? What are you going to..?" John's sneer trailed off, as his face took on a haunted expression.

"Get your hands _off_ me!!" Mary-Jane yelled, pushing his hand away.

John's expression didn't change, as he stared at his bare hand. "I…I didn't feel that…"

"How about _this?!_" Mary-Jane shouted, as she pulled her foot back, letting it fly in a _sweet_ snap-kick, _right_ between John's legs.

_CLANG!_

"_OW!!_" Mary-Jane yelped, as her now-bruised foot bounced harmlessly off. "W-What on Earth..?"

Peter looked stricken; Mary-Jane was about to stumble into dangerous territory. "MJ, I think you'd better head home, now." Mary-Jane looked bewildered at first, but she gradually nodded her head, before she shook out her foot, heading out. Turning back, Peter was surprised to see Corben retreating back into the building; keeping just out of sight, Peter followed him, to see what was up with the guy.

Following him to Norman's office, Peter crouched just outside the door, listening. "What the hell did you do to me, Osborn?!" John roared. "I can't _feel_ anything!!"

"John," Norman soothed, "I _told_ you about this; your new endoskeleton makes you impervious to pain; there's _supposed_ to be a certain numbness…"

That phrase _alone_ made Peter's blood run cold.

"But what about _pleasure?!_" John exploded. "I can't bloody feel _anything!!_"

Peter managed to discreetly peer in through a crack in the door in time to see John toss Norman's desk across the room. "Okay, John; I admit it," Norman conceded. "The technology behind your new body is still in its infancy, but we're improving it daily! Once we develop sensory systems for you, you'll be good as new!"

His tone turned Goblin-like. "You're pissed off, John-boy; believe me, I get it…but who are you _really_ mad at? The guy who took you off the hospital bed…or the guy who _put_ you there?"

John's rampage promptly stopped.

"Thought so."

Calming, John smiled. "Speaking of which, this new body of mine handled pretty well against the E.T., Norm."

"How so?"

John shrugged. "Well, the wanker seemed…off; like he was sick, or something."

Peter's eyes went wide at that.

Norman arched an eyebrow…before his eyes widened. "Let me see your power-core." At that, John casually removed his jacket and shirt…as Norman simply _ripped off_ a huge chunk of flesh from his torso!

Peter suppressed the urge to hurl.

Surprisingly, there was no blood at all; all that lay under John's skin was silver metal…with a chunk of glowing green rock where his heart should have been.

Peter recognized it instantly. '_Oh, no…how the heck did Osborn get his hands on Kryptonite?!_'

Norman started to smile. "Why don't we run a few tests on this, John?" he suggested. "I think I have a hunch."

"Fine by me," John replied. With that, they started to head for the door; reaching it, Norman opened it…and walked on by, followed by Corben.

Neither of them noticed the opened air-vent, which silently closed itself as they walked by.

From his new vantage-point, Peter watched them go, while his conscience gave him nothing but grief. Norman and Corben had access to _Kryptonite_, and were likely about to discover its deadly secret, putting Clark in danger…and he had no _way_ of letting Clark know; not without risking MJ and Aunt May's lives..!

Grimacing to himself, Peter quietly made his way through the grate, heading back to where he'd stashed his stuff, before heading home; maybe he'd find some answers _there_…

…because he sure didn't have any _here._

XXXXXXXX

_New York City_

Emerging from a nearby alley, his quick-change complete, Clark couldn't keep the worried expression off his face; it was sunset, now, and still no sign of Spider-Man. He and Diana had been patrolling New York almost non-stop, and found nothing; he'd tried calling Peter's cell-phone, and gotten no answer; he'd even tried calling Peter at home – he'd managed to get through to May, but Peter's aunt hadn't been able to tell him where he was.

Walking out onto the street, Clark headed for the nearest pay-phone, his expression slightly guilty; he felt bad about trying something like this, but he _needed_ to be sure – it was entirely possible that Peter just didn't have his phone handy…but it was _equally_ possible that he had caller-ID, and was ignoring the calls.

He _needed_ to get the truth.

Walking into the telephone-booth, Clark popped a quarter into the phone, and dialled a pizza-place, while discreetly taking out his belt-computer from under his clothes and switching it into scan-mode, passing it over the phone; instantly, the computer registered its frequency and copied it. Hanging up, Clark walked out of the booth, and back into the alley, where he switched his computer to comms-mode, loaded in the copied comms-frequency, activated the call-masking option, and made a call.

"_Hello?_"

_Pay dirt._ "Hey, Little Red," Clark greeted. "Crazy day, wasn't it?"

"_Yeah._" Peter's voice was rough. "_How did you…pay-phone, right?_"

Clark's smile wavered; Peter _had_ been using caller-ID. "Sort of." He gulped. "So, did you make a new pal, Web-Head?"

"_Sort of._"

Clark felt his guts clench. "Look, Spidey, whatever he said, whatever he promised, it is _not_ worth it..!"

"_I don't want to talk about it._"

Clark grimaced. "Spider-Man, what's going on?" he asked. "Why on Earth would you help him? I can't understand why…"

"_No, you __**can't!**_" Peter shouted. "_You're invulnerable; I'm not! I'm not bulletproof, buster; every time I go out, it could very well be my last time! I'm all alone, out here, pal; I don't have an entire League to fall back on! My friends and family __**don't**__ have mutant powers to defend themselves with! Do you see what I'm saying?!_"

For a moment, Clark was struck speechless…before an idea hit him. "I think I do, Little Red," he whispered. "I think I do." He managed a weak smile. "Well, whatever you decide to do…good luck." With that, he ended the call.

After quickly erasing the borrowed frequency from his computer, Clark closed his eyes, and _listened;_ he'd been hoping to catch Peter's voice on the air-waves…but he found something _just_ as interesting.

"…_been listening, Parker; excellent work, telling that alien oaf off._"

"_Hey, it wasn't as hard as I thought it would be._"

The Goblin's cruel laugh made Clark's eyes narrow. "_It never is!_" the Goblin chortled. "_I knew I could count on you; just don't try anything cute, or else..!_"

"_I know; you don't have to remind me._" Peter's voice was edged with despair. "_I'm not stupid._"

"_I hope not, Parker. Good night._"

Clark grimaced; he'd hoped that the Goblin would stay on the line long enough to trace him…but if he was threatening Peter – or perhaps his _family_ – then that might be for the best. Switching his communicator back on, he hailed Diana. "Boy Scout calling Warrior Princess."

"_I'm here, Kal; what's wrong?_"

"Our green friend has gotten to Spider-Man, somehow; I can't confirm it, but I'm more than sure that he's not acting of his own free will."

Diana gasped. "_That __**fiend**__..!_" she growled, before she calmed herself. "_What should we do?_"

Clark sighed. "I'm not sure, yet," he admitted. "I think we might have to…" but he paused, as his hearing picked up a voice on the air.

A familiar one.

Clark's expression turned terribly sad. "Hang on, Wonder Woman; I think we might have a new lead."

"_How so?_"

Clark sighed. "Just start heading for Queens, Diana; I'll explain on the way…"

XXXXXXXX

_Queens_

'_This is stupid,_' Mary-Jane thought to herself. '_This has __**got**__ to be the dumbest idea I've ever had._'

She was sitting on top of the roof of her house, bundled in her winter jacket, watching as the sun's last rays painted the sky gold, like she and Peter did so often, whenever they got the chance…

_Peter._

Mary-Jane fought back tears of worry as she thought of her sweetie. She absolutely _refused_ to believe what she'd heard about Peter; there was no _way_ that he'd go bad…but so many people were saying it now…and she hadn't been able to reach him – he was ignoring her calls..!

Mary-Jane felt a tear rush down her cheek as she thought of police-cars chasing him, again…and then she thought of the _Justice League_ going after him..!

She _knew_ Peter was strong; not only that, he was so smart, and so resourceful…but Peter had often told her _himself_ that there were stronger guys than him, out there…and that Superman was at the _top_ of the list.

If _he_ went up against Peter..!

Mary-Jane sniffled back her tears, trying to focus, and taking a deep breath; she _had_ to try. "I…I know you hear lots of people calling for help, Superman," she whispered, "but…but I _really_ need to talk to you."

Mary-Jane grimaced at how lame she sounded, but she kept going. "You don't know me, b-but I'm Spider-Man's girlfriend." She gulped. "I know he's probably not one of your favourite people, right now, but…but that's why I need to talk to you!" Mary-Jane tried to keep her sniffling out of her voice, but she couldn't. "He's _not_ a bad guy, Superman; _really_, he's _not!_ I don't know why what happened today happened, but I _know_ he's not evil! _Please_, you have to believe me..!"

"I _do_, Miss Watson."

Mary-Jane _froze_, as she slowly turned around…in time to see the Man of Tomorrow _himself_ softly touch down on her rooftop, with Wonder Woman right beside him.

Somehow, Mary-Jane managed to find her voice. "Um…hi."

Superman and Wonder Woman both smiled. "I hope we didn't scare you," Superman said kindly.

Wonder Woman nodded. "We were both nearby when Superman heard your plea."

Mary-Jane's expression turned stricken at that reminder. "I-I know you two and the rest of the League are just trying to do the right thing," she pleaded, "but…but _please_ don't hurt him!! He's _not_ a bad-guy, I _know_ he's not..!"

"So do we, Miss Watson," Superman answered, his voice lightly chiding. "I worked with him _before_ there even _was_ a League, remember?" His tone turned serious. "There's just too much going on that isn't adding up," he continued. "We have reason to believe that Spider-Man isn't acting of his own free will – someone may be coercing him."

Mary-Jane gasped. '_Of __**course!**_' "I-I can ask him!" she exclaimed. "We have school, tomorrow; I can find out what's..!"

"_No_, child!" Wonder Woman's voice was firm as she placed her hand on Mary-Jane's shoulder. "Say _nothing_ to him. Spider-Man's ears may not be his own, and if he _is_ being coerced, it is entirely possible that the culprit is doing so by threatening _you._ Acknowledge that, and you may very well doom both him _and_ yourself."

Mary-Jane suppressed a sniffle. "But…but what should I _do?_"

Superman smiled gently. "Just do exactly what you've _been_ doing," he said. "_Be_ there for him; right now, he needs you, more than ever."

Mary-Jane slowly smiled. "Okay."

Superman nodded. "In the meantime, we'll keep looking into this; we're not going to let whoever's behind this get away with it."

Mary-Jane felt a _little_ better on hearing that, but she still felt uneasy. "I still can't understand why this guy needs him, anyway."

Superman nodded…before his expression turned into a faraway one, growing grim. "I think _I_ do." He glanced back to Mary-Jane. "As I said, Miss Watson, the best thing you can do for Web-Head is just to be there for him; we'll take care of the rest." Turning to Wonder Woman, he added, "Let's go." With that, they both took to the air, flying off.

Alone, once more, Mary-Jane started to climb off her roof, getting back in through her bedroom window; she was still worried about Peter, but Superman and Wonder Woman's assurances had helped some.

As she closed her window, Mary-Jane couldn't shake the feeling that, _somehow_, she'd met Superman, before…but that was just _stupid_…

…wasn't it?

XXXXXXXX

_Fisk Towers, a few minutes earlier_

Alone in his office, Wilson Fisk didn't bother looking at the setting sun; he had too much work to do.

A year ago – hell, a few _months_ ago – he never would have even _considered_ doing something like this, but he was running out of options; business was getting harder and harder to conduct, with that blasted alien and his League breathing down his operation's neck.

Wilson chuckled grimly. The only advantage he had was that the Justice League leaned on _everybody_ in this business; as hard as it was getting for _him_, he was the big fish – he'd make _damn_ sure that he was the _last_ to go under. He knew it, and so did his competitors – _former_ competitors, he corrected himself. Loathe though he was to admit it, they were all in the same boat, now.

For the past few weeks, he'd been putting together a business plan that _every_ organized criminal could get behind…although he was expecting that old coot Silvermane to reject it out of sheer obstinacy, but he was fine with that; if he refused, the coot would be out in the cold.

Frowning to himself, Wilson took a mental step back; there was still a chance that others could reject his plan, as well. He needed some way to _really_ compel them…

Suddenly, his phone rang, prompting him to answer it. "Hello?"

"_Did you enjoy our little demonstration, today, Fisk?_"

Wilson's eyes narrowed. "Who is this?!"

"_A friend,_" the voice cackled. "_I really thought you'd be more appreciative, Fisk; after all, I did go to the trouble of helping out some former employees of yours._"

Wilson kept calm. "If you're suggesting I had _anything_ to do with those six madmen..!"

"_Of course not!_" the voice exclaimed. "_You see, I'm new to the neighborhood, and I figured I'd toss my chips in with you; with the way things are, now, you could likely use the help._"

Wilson's teeth started grinding. "I have no idea what you're talking about."

The voice laughed. "_I suppose you wouldn't…just like you wouldn't know anything about a meeting of every organized crime-boss in the city, tomorrow night, correct?_"

Wilson kept cool. "That's correct."

"_Well, then, perhaps you could pass along this message to someone who __**does**__ know,_" the voice sneered. "_Whatever plan to counter that alien Boy-Scout and his team that gets presented could very well be refused, and then what?_" His tone grew darker. "_You – or whoever it is – will likely need some way of making their point clear…and __**we're**__ it._"

Wilson arched an eyebrow. "Not that I would know anything about this, but I can guess that this person might want to know what's in it for _you._"

"_Simple; I want in,_" the voice answered. "_This organization is always in search of new and better merchandise, correct? Well, I know a few people who can provide it, given the proper funding. Everybody wins._"

Wilson started to smile. "And the Justice League will just stand by?"

The voice laughed, again. "_You just let me worry about them, Fisk,_" he chortled. "_Whaddya say?_"

Wilson's sharks' smile covered his whole face. "I'm listening."

XXXXXXXX

_Xavier Institute_

As the Danger Room started powering up, Madelyn, now clad in her new black bodysuit, sighed to herself. '_Well, here goes nothing._'

Glancing about at the assembled members of X-Force, Madelyn forced her unease below a visible level; she might have been a bit perturbed, but she'd be _damned_ before she let on about it. "Good evening, everyone," she greeted. "So glad you could take the tim to be here."

Berzerker frowned. "Yeah, like we had a _choice._"

Madelyn chuckled. "Well, then, I'll try not to keep you any longer than necessary."

Quietly giggling, Jubilee leaned towards Iceman. "I'm starting to like her," she whispered.

Iceman nodded. "She's a step up from Logan."

Colossus chuckled. "Do not let _him_ hear that."

Madelyn suppressed a smile as she heard Jubilee. "I'm sure you're all wondering, by now, exactly what it is that Miss Pryor has in store for you," she said. "Scott, if you'd be so kind?"

At once, a head-sized, classic "bulls-eye" target, with the outer two rings coloured blue instead of red, popped up out of the floor next to Madelyn; as he saw it, Sunspot scowled. "_Target-practice?_"

Boom-Boom elbowed him. "Can it, DeCosta! It's about _time_ we had something easy!"

Madelyn's smile became sly. "Now, you might all think that this will be easy," she said theatrically, "but let me assure you, it's anything _but_; this is a nicer version of a simulation we ran at S.H.I.E.L.D., and I absolutely _loathed_ it."

Leviathan gulped. "Uh-oh."

Walking towards the target, Madelyn gestured to the very center, marked by a white dot. "This target is pressure-sensitive, capable of differentiating where it's hit," she explained. Focusing, she sent a small TK-pulse at it, hitting it dead-center; as she did, a high-pitched _ping!_ rang out. "Hitting dead-center without touching anything else will give you two points." She sent a larger pulse at it, hitting both the center and the outlying red rings, sending a softer _ping_ echoing through the room. "Hitting the central section will only give you one point."

Her expression turned stern. "Hitting the _blue_ section, however," she sent a _huge_ pulse at the target, hitting the whole thing, causing a buzzer to sound, "will make you _lose_ a point."

Jubilee looked dismayed. "I changed my mind."

Magma scowled. "You mean we _lose_ points if we aren't careful? _Why?_"

"Three words, Miss Aquila: _accuracy and precision,_" Madelyn lectured. "In the field, you won't always of the luxury of being careless with your targets; if some punk takes a hostage as a human shield, you're going to have to be able to hit him without hitting the hostage."

"_Understood,_" Android spoke up. "_The outlying target-rings indicate an unacceptable level of collateral damage._"

Madelyn grinned. "Precisely." She took out her PDA. "Each target will take one hit – good, bad, or otherwise – before retracting. Iceman, Jubilee, Sunspot, Boom-Boom, Berzerker, Wolfsbane, Phantom, Leviathan, Husk, Daytripper, and Angel will be on one team; Havok, Polaris, Multiple, Magma, Cannonball, Colossus, Leap, Miss Martian, and Android will be on the other. You have three minutes; the team with the highest score wins." Her smile grew. "_Begin._"

The second she'd said that, numerous targets popped up from the floor. Racing towards the nearest target, Iceman morphed an ice-knife, and threw it at the target, hitting it dead-center. As the _ping_ rang out, Bobby grinned…until he saw Havok score _two_ bulls-eyes. "Angel! Boom-Boom! _Bombing Run!_"

As Angel took to the air, Boom-Boom formed two charges, tossing them to Angel, who flew towards two targets, dropping them as he flew by; one hit dead-center, but the other impacted just to the side of it, making the score 5-4.

Determined to regain the lead, Multiple generated two copies of himself, before rushing towards three targets, scoring three more points. Taking aim, Magma let fly with a lava-sphere, but it was deflected by one of Sunspot's fire-blasts, allowing a morphed Wolfsbane to pounce at it and score a point with her claws, while an ultra-dense Husk gave Jubilee an alley-oop, to pepper another target, tying the score.

With the instantaneous speed of an electron, Android calculated the proper angle needed to hit dead-center. "_Sam, if you bend forward at a 45 degree angle, you should be able to impact the center._"

Cannonball nodded. "Got it!" With that, he bent forward, and ignited himself, flying towards the nearest target…and then _through_ it.

Android's optics went wide as he saw Cannonball pass _through_ the target…before he saw a blushing Phantom take her hand away from it. "Sorry, Mark," she teased, "but all's fair in love and war!"

Charging his hands, Berzerker blasted one target dead-center. Smirking, he let fly with another…and groaned as his surge arced a bit wide, grazing the blue rim. "Aw, man…"

Taking advantage of the momentary pause, Polaris levitated Colossus towards a high target, allowing him to hit it, while Leap 'ported ahead of Iceman, striking the target he was aiming at before he could, 'porting away to hit another, but as she emerged from her 'port, Leviathan had beaten her to it, making the score a tie. Hoping to break the tie, Daytripper let fly with a pair of force-blasts; one shot connected, by the other was deflected away by K'imm's TK-wave, which impacted the second target.

Iceman's eyes darted around, trying to spot another target; time was almost up. _Finally_, he spotted one, and took aim, but Havok had the same idea – both of their shots raced towards it at the same time…but a TK-pulse beat them _both_ to it.

"Time's up!"

As the simulation came to an end, Iceman glowered at the chuckling Madelyn. "Hey, what gives? I had that!"

"_You_ had that? As if!" Havok interrupted. "That one was mine!"

"Boys, boys!" Madelyn said, laughing. "There's no need to fuss; I'm sure you'll get this straightened out in the _next_ session."

Bobby and Alex both stopped, as they realized Madelyn's ploy. "_Darn_, she's good," Iceman muttered.

"I'll say," Havok agreed.

As she and her charges returned to the control room, Madelyn smiled as she saw her niece waiting for her, along with Cyclops and Power Girl…and then her smile grew as she spotted Wolverine along with them.

Her charges, however, were _less_ enthusiastic. "Uh…about that 'step up from you' crack…" Iceman stammered.

"_Save_ it, Popsicle."

Madelyn softly giggled. "So?"

Logan shrugged. "Not bad." His eyebrow arched. "Old Iron-Pants used that routine, huh? _Figures._"

"I know," Madelyn agreed. "The first time I went through it, I cussed him out."

"Huh," Logan said. "Now _that's_ something I'd like to see."

Madelyn's smile turned _feline._ "Why, I'd be _happy_ to discuss it…"

Phoenix's expression turned a bit panicked. "Uh, Aunt Maddie, I'm not sure if now is the best time..!"

To Jean's relief, she didn't have to finish that sentence, as Superman walked into the control room, looking troubled. "Sorry I'm late," he greeted with a weary smile. "I know I said I'd watch; did I miss anything?"

"Never mind that," Power Girl said. "Is everything okay?"

Superman sighed. "I take it you saw the news."

Everyone instantly understood. "I can't believe Web-Head really did that," Leviathan muttered.

Multiple gulped. "Spider-Man's not _really_ a bad-guy, is he?"

"I don't think so, Jamie," Superman answered. "The League and I think that someone is _making_ him do things like that, but we can't conform it; he may be compromised."

Madelyn was instantly serious. "You think he's bugged?"

Superman nodded. "Possibly."

Cyclops looked grim. "What are you going to do?"

Superman sighed. "I don't know."

Madelyn looked thoughtful. "You know, I _did_ learn how to deal with bugged locations in S.H.I.E.L.D.," she offered.

"Any suggestions?" Power Girl asked.

Madelyn slowly smiled. "Now that you mention it," she began, "I think I _do_ have a few ideas…"

XXXXXXXX

_Daily Bugle, January 25_

As the early morning sun started shining through the windows, Jonah and a few other early-birds were already hard at work. In his office, Jonah squinted at the pages of the first draft of '_Spider's Bite: Spider-Man Gone Rogue?_' '_Damn small font,_' he mentally groused, putting on his reading-glasses.

He supposed he should have felt elated to finally be printing something like this; part of him _did_, but the rest of him was mixed about it. He may not have _completely_ kicked his old habit of disliking the wall-crawler, but he realized that there were a lot of people in New York who _did_ like him, who looked up to him…and whose hopes he was about to dash.

Kent's inevitable 'kicked-puppy' look _alone_ would likely bug him for _days._

Sighing, Jonah tapped the papers to line them back up; everything was in order, and, whether he liked it or not, the truth was the truth. Standing up, he started to head out of his office…but a faint tapping stopped him. Confused, Jonah looked around, trying to find its source…and froze.

Floating outside his window, _just_ like he'd done months ago, was Superman.

Superman nodded politely as Jonah opened the window. "I hope you don't mind the interruption, Mr. Jameson," he said, "but I just wanted to catch you before you sent today's article to the printers."

Jonah managed to stay calm. "You just made it," he replied, holding the article up. "Look, the wall-crawler may be your friend, but we've got him dead to rights, this time! I'm sorry, but if you think you can intimidate me into killing this story..!"

"That's not why I'm here at _all!_" Superman defended. "I have no intention of even _suggesting_ that you cancel the story; I'm as much for the truth as you are."

Jonah blinked. "Then why _are_ you here?"

"I only have one question, Mr. Jameson," Superman answered. "I only ask that you answer it truthfully: are you _sure_ – certain beyond the shadow of even the _faintest _doubt – that your article _is_ the truth?"

"We have witnesses placing the wall-crawler at the prison," Jonah persisted. "They were veteran cops – they wouldn't lie."

"I'm not saying they did," Superman agreed. "I'm merely suggesting that you may not have _all_ the facts, yet. You're not a stupid man, Mr. Jameson; you _have_ to realize that Spider-Man turning evil out of nowhere doesn't make sense, no matter _how_ you feel about him."

This point hit Jonah hard; as much as he wanted to believe it, the relentless journalist in him wouldn't let up asking, '_Why? Why would he turn? Why now?_'

"I know that you likely still harbor some negativity towards Spider-Man," Superman said, "and I know you have a duty to report the truth…but I am telling you that I am _personally __**vouching**_ for him."

That statement was the final nail in the coffin-door. "Well, what do you expect me to do?"

"_Delay_ your article, just for a day," Superman said. "I have a good feeling that the League and I are going to blow the lid off this case, one way or another, by tomorrow morning, and your paper will have an even _bigger_ story."

"That's well and good," Jonah admitted, "but what if you're wrong?"

Superman sighed. "If I'm wrong, then I'm an _idiot_ and you and your paper can make fun of me as much as you like; I'll probably _deserve_ it."

Jonah gulped. "Hopefully, it won't come to that."

"Hopefully." Superman turned to go. "I'd best be off, Mr. Jameson; I hope you make the right choice." With that, he was off, a sonic boom echoing behind him. Alone again, Jonah took one more look at the article…and tossed it back on his desk, before striding out of his office.

As soon as he'd emerged, Robbie walked up to him. "We're ready to go when you are, Mr. Jameson; all we need is the article..!"

"Cancel that, Robertson," Jonah said. "We're holding back for a bit."

Robbie looked perplexed. "Sir?"

"I'm not entirely convinced that we've covered _all_ the angles, yet," Jonah said. "I'm pushing our expose back a day, at least until we know more."

"Know more about what, sir?"

Turning, Jonah arched an eyebrow quizzically. "Kent? What are you doing here?"

Clark smiled sheepishly. "Oh, I-I just figured I'd get a bit more paperwork done, today, sir," he stammered. "With that expose you were running, today, I figured you might be a bit short-handed."

"Well, Kent, we can always use the extra hand, but we're putting a damper on that article, for now," Jonah said. "I don't think we have all the facts, yet."

Clark smiled brightly. "That's…that's _great_, sir!"

"Wipe that smile off your face, Kent; for all we know, we might be right, all along."

Clark nodded meekly. "Yes, sir; I'll just get to work, now."

"Good man," Jonah said. "I want everyone else we have on the streets; I want every potential lead followed; every stone turned! If there's something going on with the wall-crawler, I want to know about it!" With that, he headed back to his office, while the morning staff started to buzz to life.

Alone in his office, Jonah took a brief sip of his coffee, before sighing; part of him hoped that he was right…but the rest of him was starting to hope that _Superman_ was right.

'_Damn it, I'm getting too old for this._'

XXXXXXXX

As he walked into the Bugle's office, Peter sighed to himself; school had been completely _blah_, although he wasn't sure if that was because of his newfound self-loathing or just his _regular_ angst. One thing that _had_ surprised him was MJ; he'd expected her to either bombard him with questions or ignore him for blowing her off, but she'd been pretty cool, all day; she'd hugged him when they'd seen each other between classes, she'd kissed him at lunchtime, and she hadn't pressed for anything at all; to be honest, she'd made the day _bearable._

But now, Peter _knew_ he was in for it, as he saw a familiar vest-clad back sitting in the desk next to his. Slowly, Peter made his way towards his desk, quietly sitting down, hoping that he wouldn't notice…

"Hey, Pete."

Peter cringed at that friendly tone – right now, he would've preferred Clark to just ignore him, but here he was, smiling as if nothing was wrong. "Hey, Clark."

Clark kept smiling. "How's it going?"

Peter sighed. "Been better."

Clark's smile wavered. "Did you see the second page of the New York Gazette?"

Peter paused, confused. "No. Why?"

Clark sighed. "I'm kinda glad you didn't," he replied, reaching into his knapsack. "You can borrow mine; take a look." Clark handed him the paper, and Peter took it, thumbing to the second page; as he'd expected, there was a scathing article written about Spider-Man…but there was a sheet of white paper taped over it, with only a few statements.

_If identity compromised, nod once; if 'Other,' nod twice._

For a moment, Peter was confused…until it hit him.

Clark _knew._

His eyes widening, Peter looked back to his friend; Clark's knowing smile told it all.

Peter didn't know how he kept himself from _leaping_ for joy, _blessing_ his pal's lightning Kryptonian intelligence; with only a _handful_ of clues, Clark had hit the nail _right_ on the head; had figured out what had happened…and how to communicate with him without Norman being the wiser.

Suppressing a few tears of relief, Peter nodded once. "Oh, yeah; can you _believe_ this crap?"

Clark laughed. "No; not for a _minute._"

Now Peter _really_ wanted to cry.

"I _did_ notice an interesting article, though," Clark idly commented. "I think it was about a local family; it was on page 13." Curious, Peter thumbed to the thirteenth page.

_If MJ and Aunt May threatened, nod once; if 'Other,' nod twice._

Peter grinned, and nodded once. "Interesting stuff."

Clark's smile grew wider. "I figured you'd be interested," he said. "Any plans for tonight?"

"Not that I know of. Why?"

"There's a show I was planning on watching, tonight," Clark said. "It's in the TV-Guide, if you wanted to check it out." Promptly, Peter thumbed his way to the Guide.

_If coerced to attend meeting, tonight, do not respond – when you determine location, notify us; if 'Other,' nod three times._

"Looks good," Peter commented, handing the paper back to Clark. "I'll be sure to give MJ a shout about it."

"Good to hear," Clark replied, nodding that he understood. "Well, I've pretty much done all the paperwork I can; I'd better be off, now."

Peter's eyes went wide. "Hang on a second, CK," he said, thinking quickly. "MJ mentioned you'd helped her with her Literature homework."

Clark blinked. "Yeah..?"

Peter grinned sheepishly. "I kinda had a character-sketch due soon, and I need a second opinion on it; mind sticking around a second?"

"Well…okay."

With as much speed as he could muster, Peter took a sheet of blank paper, and started sketching, moving his pencil as fast as he could, straining to remember as much as he could of what he'd seen, before grabbing a green lead and filling in the rest.

Smiling, Peter handed the paper to Clark. "What do you think?" Taking the paper, Clark arched an eyebrow, as he stared at a sketch of what looked like a robotic torso, with a green-coloured rock where the heart should have been, and a name-tag on the right breast, saying, "_Hello, my name is John._"

Clark's eyes went wide as he understood. "Well, that's certainly insightful, Pete; well done," he said, handing it back to him. "Good use of foreshadowing, too."

Peter held back a laugh. "Glad you liked it," he said. "I'll be sure to check out that TV-program, tonight."

"Glad to hear it," Clark answered. "See you!" With that, he got up, and headed out.

Alone, again, Peter just smiled to himself as he got started on his own paperwork; normally, it would've bugged the _hell_ out of him, but not now.

Now, he had hope, again.

XXXXXXXX

_Undisclosed location_

'_Well, Norm, I gotta hand it to you; you managed to pull this one off, nicely._'

As he and the rest of his new team gathered in the back of the warehouse, now blanketed by the cloak of night, the Green Goblin tried his best to ignore his 'other half.' '_Not now,_' he thought.

'_I try to compliment you, and this is the thanks I get? There's just no pleasing some people._'

Looking around, the Goblin saw that Scorpion was starting to get antsy. "How much longer we gonna stay here? This place is givin' me the creeps."

Shocker chortled. "You _still_ scared of the Bat, Gargan?"

Mysterio softly chuckled, as well. "I suppose that's to be expected of smaller minds."

"Shut up, Fishbowl!"

Dr. Octopus scowled. "_Will_ you cease your prattling? If we do not stay silent, we may very well be discovered!"

Rhino was confused. "What are we s'posed to do, again?"

Corben sighed. "It's simple, mate; all we gotta do is hang back until things start to go south – then we jump out and handle things."

The Goblin smiled. "Couldn't have said it better, myself."

Only Spider-Man had kept silent, until then. "So, what do we do in the meantime?"

"For now, _you_ can head topside, and make sure those old pals of yours don't decide to drop in," the Goblin said. "Remember, though: no funny-business." Spider-Man gave him a momentary rebellious glare, before nodding, and heading outside.

Seconds after Spider-Man left, the Goblin thought he heard the listening-device he'd placed on the wall-crawler go staticy, but he didn't pay it any mind; the meeting was about to start.

Peering through a small crack in the door, the Goblin could see everything; he saw Cesar Fernandez, a fairly tall, slim Latino in his early twenties, clad in a leather jacket and black jeans, his short black hair covered with a bandana, walk in, followed by several key members of his gang, _Los Diablos Locos._ Shortly after that, a tall, well-built, African-American man, clad in a business suit under a black trenchcoat, walked in, followed by a half-dozen others, clad in black; that, Norman knew, was Frank Walters, one of the largest imports of cocaine in New York. Minutes later, two red-haired, green-eyed men, one in his thirties, and the other in his late teens, walked in, both clad in blue jeans and jean-jackets, followed by three more guys toting firearms like everyone else – Mickey O'Rourke, and his little brother, Liam, along with some of their pals in their arms smuggling ring. Finally, after everyone else had arrived, four tall, well-built men in black suits walked in, flanking a _very_ elderly man, clad in a white business suit, matching his white hair, who walked with a slight stoop, his gnarled hands clutching a fine oaken cane; Silverman, the Kingpin's oldest business-rival, _literally._

The crème-de-la-crème of New York's organized crime was gathered in this warehouse…except for the Kingpin; for certain, the Goblin could see Tombstone, Fisk's right hand. He'd been there since before _they'd_ arrived, doing little but stand guard by a large TV-screen…which suddenly flashed to life.

"_Good evening, gentlemen; thank you all for taking the time to come here, tonight._"

Behind his mask, Norman arched an eyebrow. '_You have to admit it: he can make an entrance._'

"_I do apologize for not being here in person, but I fear I've been delayed,_" Fisk's voice continued. "_Rather than waste your time, I thought we might begin._"

Frank's eyes narrowed. "This had _better_ be good, Fisk."

"_Si_," Cesar agreed. "We do not have time to waste like you do, _El Gordo._"

Tombstone bristled at that, but the Kingpin smiled, ignoring the insult. "_Oh, rest assured, my friends, it is; I wouldn't have called you here, otherwise,_" he answered. "_I asked you here so that we might all answer the question that has been on __**all**__ of our minds for the past few months._"

"_What do we do about the Justice League?_"

There was silence for a few moments, until Cesar snorted. "That's _it?_" he sneered. "Same thing we do with _anybody_ that gets in our business." He grinned. "I gotta good mind to go teach that alien _gringo_ some respect, right now…"

"You're _joking_, right?" Frank snapped. "Listen, junior, some of my boys and I had a run-in with that…_thing_ and some of his pals, right before Christmas – I saw one of my boys fire a damn _rocket_ at him, high-caliber fragmentation and all…and he didn't even _blink._"

"So we hit his family, then," Mickey said. "Me an' Liam got enough hardware to take down that Institute place; we send him a message, and if they don't back off, we start on the others!"

Tombstone scoffed. "Good luck with _that_, O'Rourke; each and every one of those Institute kids are a handful all on their _own_; you go after them, all you'll do is piss them _and_ the League off."

"_All potentially good suggestions,_" Kingpin said, "_but I fear that they fall somewhat short._"

Silvermane arched a snowy eyebrow. "And why is that, Fisk?" he wheezed.

"_Because you're all making the same mistake, one which I, too, once made,_" Kingpin said. "_You're treating the League's members as individuals – nine separate vigilantes – when the reality is much graver._"

"_They are not like Spider-Man or Daredevil, trying to toss a wrench into the machine; the nine of them are a single entity, with a __**mission**__, and are determined to systematically take the machine __**apart**__._"

"_We have to face facts, my friends; these individuals cannot be bought off, nor can they be ordered down by any of our contacts in government – the League is unlike anything we have ever encountered before._"

A sly smile crossed Silvermane's face. "You're _scared_ of them."

Cesar caught that, as well. "_Madre de Dios_…_el gordo_ Kingpin is _scared!_"

Frank chuckled. "Never thought I'd hear _that_, in my lifetime," he said, as he started to get up. "It was nice to see you, Fisk, but I think I'll take my chances."

"Same here," Mickey said, as his brother nodded.

Silvermane's smile grew. "It will be my _pleasure_ to watch you go down in flames, Fisk."

The Kingpin just chuckled. "_My friends, if any of what I have just said has given you the idea that I am an easy mark, kindly disabuse yourselves of that notion,_" he said coldly. "_I will __**not**__ go down – to either the League or my competitors – without one __**hell**__ of a fight…but, for the sake of the argument, let us assume that what you believe is correct; that the collapse of my organization is imminent, and that one of you is primed to take my place._"

Cesar smirked. "Which one?"

"_I don't believe that matters, Mr. Fernandez, because it changes nothing,_" Kingpin said. "_You see, if things remain as they are, the League will continue coming after us; granted, they might eventually oust me, allowing one of you to take control…but that will change nothing. They'll just keep coming and coming, until we __**all**__ fall._"

Everyone was silent, at that. "So, what do we do?" Mickey asked.

Kingpin smiled. "_I realize that this may sound repulsive to you, but the fact is that it is our division that makes us vulnerable; in order to successfully counter this threat, we must combine our efforts._"

"You mean, we all become _one_ syndicate," Frank spat. "Under _your_ leadership."

Kingpin shrugged. "_My resources are the most vast of any of you; with all of your unique skills and contacts, business could be better than ever, before. I assure you, you'll all be well compensated…_"

"…while you keep the lion's share," Silverman spat. "No deal!"

As the others nodded their agreement, Kingpin sighed. "_I cannot change your mind?_"

"No chance," Frank snarled.

"_Never say never, Walters,_" Kingpin chuckled. "_I believe I __**do**__ have something to persuade you. Tombstone?_" At that, Tombstone put his fingers to his lips and whistled…at which point the six of them walked into view.

The Kingpin smiled at their expressions. "_How about now, gentlemen?_"

XXXXXXXX

_A few minutes earlier_

As he emerged onto the rooftop, Spider-Man exhaled a sigh of relief, glad to be away from Osborn, before focusing on his task; all he had to do was signal Superman and the League without tipping Osborn off. '_Okay…what to do, what to do…_'

"Out for a stroll, _kid?_"

His spider-sense went off _seconds_ before he heard that cold voice, prompting Spider-Man to backflip out of the way of a red-clad fist, his eyes widening as he recognized it. "Oh, hey, DD!" he greeted. "Fancy seeing you here!"

Daredevil didn't answer; he just snapped out his billy-club.

Spider-Man gulped. "Okay, I'm sensing a little hostility; you took that prison incident pretty personal, didn't you?"

"No shit, Sherlock."

Spider-Man chuckled nervously. "Uh…would you believe I can explain that one?"

Daredevil responded by darting towards him with a somersault-kick that Spider-man would have _loved_ to know how to do; it was only by the skin of his teeth that he dodged it…which put him in the perfect position to get hit by the Man Without Fear's follow-up axe-handle strike.

Groaning as he hit the ground, Spider-Man felt his collar bunch up, felt his feet leave the ground, before he found himself staring into two red lenses. "Now, wall-crawler, you and I are going to have a little _chat._"

"_Drop_ him, Daredevil!"

Daredevil scowled as Superman touched down a few feet away from them, flanked by Batman, Wonder Woman, Green Arrow, Cyclops, and Power Girl. Seeing them, Spider-Man let out a sigh of relief. "_Man_, am I glad to see you guys!"

"Stay _out_ of this, Boy Scout!" Daredevil shouted. "You let this punk get away _once..!_"

"We let him get away because he's _innocent_," Batman countered flatly.

"You're _still_ going on about that?" Daredevil snapped. "_Face_ it; the punk's turned…" With that, he raised his free hand, and balled it into a fist.

In the second it took Daredevil to do so, Superman had closed on him, grasping his hand with fingers stronger than steel. "The Goblin was threatening his _family_, Daredevil; we _have_ the evidence," Superman said. "I suggest you let this matter drop, right _now_."

At that, tiny pinpricks of red light appeared in his eyes. "Otherwise, you and I are going to have _words._"

Daredevil stared back at Superman for a moment…and then let Spider-Man go. "He _still_ knows something about what's happening, here…"

"Are you referring to the meeting of the heads of several major crime-families, including the Kingpin?" Wonder Woman inquired.

"That's why we're here," Green Arrow said, grinning. "The web-head led us right to it."

Suddenly, Spider-Man's eyes went wide. "W-Wait!" he cried. "Gobby's got me bugged; if he hears you..!"

Power Girl shook her head. "He _won't_, Spidey."

"We locked onto that bug's signal, earlier today," Superman added. "The Watchtower has been blanketing this place with a static-field ever since you got here; the Goblin can't hear a thing."

Cyclops nodded. "Even if he _does_, some of the others are watching your neighborhood, to make sure that _nobody_ touches your family."

Spider-Man nearly fell over; Big Blue and his pals had _all_ the angles covered. "So," he began, "what now?"

Superman chuckled dryly. "_Now_ we take these guys _down._" He glanced to Daredevil. "You interested?"

Daredevil was silent for a moment, though Spider-Man wasn't sure whether it was from the idea that Kingpin was here, the notion that he'd been proven _completely_ wrong…or from Superman's veiled threat. Finally, he nodded.

"Good."

"So," Spider-Man began, "now what?"

Pausing for a second, Superman closed his eyes, listening…before he smiled. "_Now_, Little Red," he answered, "we get to _work._"

XXXXXXXX

To say that the atmosphere of the Kingpin's meeting was tense would have been an _immense_ understatement. Everyone present was utterly still – one move, one _motion_ would have been the only spark needed to cause an eruption…

_**BOOOOOM!!**_

Suddenly, an explosion ripped open the roof above their heads, sending them all scattering, taking defensive positions as the Kingpin's screen flicked off, while Tombstone fled. Aiming their weapons skyward, the assembled gangsters waited for their unknown attackers to make their move…but rather than watching numerous costume-clad figures dart in, they only saw a handful of harmless-looking black spheres drop through the hole, clattering to the floor. Incredulous, Mickey and Liam stood up. Liam sneered. "You gotta be bloody _joking…_"

But he got no further, as the spheres burst, releasing clouds of grey haze, blinding everyone present; Mickey and Liam erupted into fits of coughing, which became howls of agony, as electrified darts pierced them from above, followed by a deadly red blast of concussive force, knocking their crew well into the next room. As Frank and his gang darted around, trying to find their attackers, one's eyes went wide as he heard a _thump_ behind him, and turned around…where his chin met Daredevil's fist. With one thug down, Daredevil somersaulted into another, sending him flying, before taking aim with his club-grapnel, and firing; the grapnel shot _past_ the thug he'd aimed at, causing said crook to smirk, at which point Daredevil simply yanked on the cable, pulling the loading crate – his _real_ target – towards him, to smash into the crook, taking him down.

As Daredevil dealt with Frank and his crew, Silvermane saw his chance; gesturing to his men, he and his bodyguards opened fire, sending a wave of bullets racing towards the Man Without Fear…only to crash harmlessly into the crest of the House of El. Superman's eyes just narrowed as he calmly strode towards the elderly gangster and his men, stopping as they ran out of bullets, before lightly inhaling and unleashing a small gale-burst, blowing all five of them across the room.

Ironically, Silvermane was the first to recover; snarling, the aging crime lord drew another revolver and fired one shot…which Superman caught between his thumb and index finger. With a burst of super-speed, Superman closed on Silvermane, and lifted him up by the collar, as he plucked the gun out of his hand, as though he were nothing but a misbehaving child. "You miserable little alien _punk!!_ I'll see you in _hell_ for this!!" Silvermane roared.

Superman just shook his head, as he bent a section of a nearby vertical girder into a makeshift hook. "Actually, I think _I'll_ see _you_ in _jail._" With that, he hung Silvermane there by the back of his coat, letting him dangle there, his feet inches away from the floor.

"Suck this, _gringo!!_"

Superman had just finished dealing with Silvermane when a salvo of bullets from Cesar and his _Diablos_ bounced against his back; turning, he was about to _deal_ with them…when his hearing suddenly picked up a warning, prompting him to quickly dart to the side, as a massive shock-blast seared past him, blasting Cesar and his gang into unconsciousness.

Chuckling, Superman turned to a very surprised Shocker. "_Thanks_, Schultz!" he laughed, before nodding to the person behind him; Shocker was confused…until Batman's black-clad hand yanked him into the shadows, as the Dark Knight knocked him into oblivion with a knee-kick-hammer-fist combo.

Hearing Rhino's roar, Batman quickly backflipped over the rampaging villain, avoiding his charge completely. Landing behind Rhino, he was about to let fly with a Batarang, but he was forced to jump clear as Dr. Octopus lashed at him with one of his metal arms; touching down, Batman took aim, and threw the bat-shaped weapon, arcing it towards the rogue scientist's head.

Dr. Octopus laughed as his arm caught the Batarang. "Don't you have anything _new?_" Batman said nothing; he merely tapped a button on his utility belt, triggering the Batarang's electric charge, which instantly conducted up the metal arm holding it, and into Dr. Octopus, shocking him into oblivion with over 10,000 volts.

As Scorpion lashed at her with his tail, Wonder Woman ducked under the arc of the metal appendage, before she grabbed it, lifting Scorpion off his feet, and spinning him around in a circle, and then letting go, sending the howling Gargan sailing through the air. With Scorpion dealt with, Wonder Woman turned to see Rhino charge at her, but he was knocked off-balance by a light-blast from Power Girl; angered, Rhino turned, bearing down on the younger girl. For a moment, Wonder Woman was horrified…but her fears subsided as she saw Power Girl's strategy: as Rhino came at her, Power Girl simply concentrated, as she suddenly became a living thermite flare, blinding everyone in the immediate vicinity…including Rhino.

Power Girl was barely able to suppress her laughter as the two-ton-plus villain thundered right _past_ her, crashing through the wall, and coming to a stop in the adjacent room. With Rhino dispatched, Power Girl shrugged. "It's nice when they do all the work for you, isn't it?"

Wonder Woman laughed. "That it is, child!"

After dropping down, both Green Arrow and Cyclops were able to pick off the last of Frank's goons with ease…before they were suddenly surrounded by over a dozen Mysterioes. His hand going to his visor, Cyclops scowled. "Which one's real?"

For a moment, Arrow's expression mirrored his…before he smiled knowingly. "Let's find out." With that, he fitted an arrow to his lingbow, took aim, and fired.

The arrow passed right through the shoulder of one Mysterio…before it hit the wall at just the right angle, ricocheting off to pass right through two more holo-clones, before ricocheting again to strike a fourth fake-Mysterio, ricocheting once more, to bury itself in the shoulder of a fifth…where it _stayed._

Green Arrow smiled darkly at the real Mysterio's cry of pain. "_There's_ our boy!" That was all Cyclops needed; opening his visor a crack, he blasted Mysterio across the room, knocking him out.

By then, the Goblin was getting frantic; starting to power up his glider, he fired a small rocket into the crowd, but Superman deactivated it with a pulse of frost-breath. As the rocket clattered to the floor, Superman started to close on the Goblin…when a familiar wave of nausea hit him, coinciding with Corben's approach. "Didn't get the message, last time, _did_ you?" he sneered, as he decked Superman with a punch, sending him flying across the room. As Superman struggled to his feet, Corben came at him, again. "Matey, when I get through with you..!"

But he was cut off as a glob of webbing splatted across his face. "Hey, Johnny-boy, great to see ya up and about!" Spider-Man quipped, as he dropped down from the ceiling, hanging by a thread. "I know I never really had a chance to say hi, before, so I figured I'd…" Spider-Man's voice trailed off as Corben ripped off the webbing…along with most of the left side of his face, exposing the metal underneath. "Uh…_whoa_, no offence, John-boy, but you need to lay off the iron supplements…"

"_Cute_, you little blighter; real _cute,_" the Corben-thing snapped, his voice now with a metallic twinge in it. "You'd better be on yer way; if yer pal can't beat me, what makes you think _you_ can..?"

By then, Superman was back on his feet, smiling wearily. "Who _said_ I can't beat you?" With that, he tapped his belt-buckle, quickly donning his nano-suit; the very instant he was covered in it, he began to breathe easier. Snarling, the Corben-thing came at him again; _this_ time, Superman met his charge easily, blocking his initial punch, and countering with a lightning-fast jab that sent him flying through the air. Spider-Man quickly followed his lead, dropping down and snagging Corben by the chest, spinning him around only a few times, before letting go, sending him crashing to the ground. Enraged, Corben got back up, as he dug his hands into his torso, ripping off the webbing, along with his jacket and shirt…and half of his skin.

Superman was struck speechless as he saw the robotic torso, with the glowing Kryptonite ore-fragment embedded in it. "Aw, man," Spider-Man groaned, "I'm gonna have nightmares about that for _days…_"

Corben laughed insanely. "What's wrong, mate? Don't like your handiwork?" he cackled. "Well, take a good look, pal; this is all thanks to _you..!_"

"I didn't _make_ you go after the Lexo-Skel, Corben," Superman countered flatly. "I didn't make you try and kill everyone at the unveiling, and I _certainly_ didn't make you do…_that_ to yourself." His eyes narrowed behind his nano-suit's visor. "You did this to _yourself_, Corben."

The Corben-thing laughed madly, again. "'Corben'?" he repeated, casually tearing more skin off of himself, revealing the machine underneath. "John Corben was just flesh and blood, mate; _I'm_ made of _sterner_ stuff."

His grin grew manic, twisting his face into an unsettling half-mechanical grimace. "Call me…_Metallo._"

And with that, he leapt at Superman, his metal claws ripping into the soft nano-suit, opening large gashes in it; Superman grimaced as he felt the Kryptonite-induced nausea start to cloud his head, before he felt Metallo's metal fist impact his jaw, sending him stumbling. As Metallo closed on Superman, Spider-Man tried to lasso him with a web-line, but the Kryptonite-powered cyborg easily caught the line, using it to toss _him_ across the room, before charging at Superman. Grimacing, Superman met Metallo's charge, fighting the spinning of his head; the nano-suit was already repairing itself, but it was taking too long..!

"Hey, Tin-Grin!"

Metallo turned his head just in time to see Spider-Man fire another web-line, sticking to his metal torso. Metallo laughed. "Bug-boy, do you _really_ expect that to stop me?"

"Okay, first of all, like I told your boss, it's _arachnid!_" Spider-Man snapped, getting a good hold on the line. "And second…now that you mention it…" Arching an eyebrow, Metallo looked down…before his eyes widened in horror as he saw the line sticking to the Kryptonite in his chest..!

"Time to get your batteries changed, Chrome-Dome." At that, Spider-Man gave one good, hard _yank_ on the line, tearing the Kryptonite out and sending it sailing towards him, where he gave it several coats of web, partially shielding it. "All yours, Big Blue!"

As the now-sluggish Metallo turned back, he was sent flying by Superman's punch; Metallo sailed across the warehouse, until Superman darted ahead of him, slamming him with a haymaker. Metallo crashed into several shipping-crates, before he struggled to his feet, taking one slow step towards Superman…followed by a slower one…then a _slower_ one…until he finally…_stopped._

Without the Kryptonite to power him, Metallo was utterly inert, an expression of horror frozen on his face, his mind trapped between one thought and the next.

By the time Metallo had come to a stop, the sounds of police-sirens could be heard in the distance…which were summarily drowned out by the roar of an engine, as the Green Goblin hopped on his glider, and made a break for it, flying out through the hole in the ceiling. "Go," Batman said, taking the Kryptonite. "We'll handle things here."

Superman nodded, before glancing to Spider-Man. "Up for this, web-head?"

"_Hell_, yeah!" Spider-Man declared. "After what he pulled, I _owe_ Gobby!" With that, he fired a web-line, pulling himself up through the hole in the ceiling, swinging after the Goblin, as Superman flew after him, deactivating his nano-suit. As they chased after the Goblin, Superman grimaced as he heard the Goblin send out a UHF signal from his glider.

He only hoped the others were in time…

XXXXXXXX

_Watson residence, Queens, a few minutes earlier_

The night air was perfectly still over Queens as Mary-Jane, in her winter coat, dragged two garbage-bags – two _heavy_ garbage-bags – out of her house, lugging them towards the street as best as she could. '_Boy, it's times like this that spider-strength would come in handy…_'

That thought caused her strained expression to collapse, as her worries came back, in full force. She'd done her best to hold her tongue in school, but now her fear for Peter was almost eating her brain _alive…_

'_Quit thinking like that, Watson,_' Mary-Jane ordered herself. '_He'll be fine; he __**has**__ to be._' By then, she had reached the curb; tossing the bags onto the edge of the snowy lawn, Mary-Jane breathed a relieved sigh. '_Well, that's that…_'

Her thoughts were suddenly interrupted, as two black vans suddenly pulled up in front of her, before eight black-clad, armed men emerged from them. Mary-Jane was too bewildered to even move, her eyes going wide as she saw half of them heading towards Peter's house! "W-What's going on?!"

The lead thug chuckled grimly. "Sorry to have to do this, missy…but your boyfriend broke a deal he _shouldn't_ have." With that, all four cleared their rifles, and started to take aim..!

Suddenly, their weapons spontaneously hopped out of their hands, flipping around to point at _them_, causing them to freeze, seconds before the weapons started disassembling themselves: their ammo-clips slid out, as their barrels self-cleared, before their barrels slid right off their frames, which split into two sections, leaving only the barrels intact, until the loading-springs popped out, depositing the last of the gun-components on the ground, utterly harmless.

Both Mary-Jane and her would-be assailants were utterly astounded. "_What the..?!_" one cried…seconds before a crimson streak darted into all four of them, knocking them down like bowling pins. As the four thugs struggled to their feet, the blur darted by again, knocking them down once more, before coming to a stop.

His dash-attack complete, the Flash grinned knowingly. "All yours, Big Green!"

Once again, the four thugs got to their feet, murderous expressions on their faces, and started to surround Flash…but before they could even lay a finger on him, they suddenly started to _scream_, as they sagged to the ground, clutching their heads. Mary-Jane was utterly bewildered…until she saw the Martian Manhunter become visible on her lawn, his hand extended towards the four goons, his eyes glowing white, as waves of psychic force rippled through the air from his mind, to scramble the brains of the four assassins.

After seeing the two members of the Justice League attack their comrades, the other four thugs tried to flank them, but they were blocked by a large wall of green energy that materialized out of nowhere; before they could respond, the wall split into four green beams, which engulfed their weapons, yanking them away, as Green Lantern's force-sphere descended to the ground, depositing himself and Phoenix on the street. An aura of psychic flame surrounded Phoenix as she sent a psychic wave through the four thugs, knocking them out.

Mary-Jane could only stare in bewildered silence as the four heroes regrouped, with Green Lantern gathering the eight thugs into one force-bubble. "Well, _that_ was easy," Flash quipped.

"Oscorp security personnel," Green Lantern muttered, checking the uniform of the last thug he gathered up. "Something tells me that Norman Osborn is involved in this."

Phoenix looked worried. "Do they know about..?"

"They only knew they were to 'handle' Miss Watson and Mrs. Parker; other than that, they knew nothing," the Manhunter reported, his eyes returning to their normal red colour…as he glanced to Mary-Jane.

Mary-Jane could only gulp. "Hi?"

The Manhunter offered her a reassuring smile, as did his comrades. "We hope we didn't alarm you, Miss Watson."

Flash grinned sheepishly. "Hope you won't blab about this, too much…"

Mary-Jane arched an eyebrow. "Like anyone would believe me?"

Green Lantern chuckled. "Smart girl," he said, before looking to the others. "We'd better go; Superman's expecting us to rendezvous with him and the others." With that, he formed a second force-sphere around himself and Phoenix, taking to the air with their prisoners, flying back into the city. The Manhunter promptly flew after them, followed by the Flash's blur.

Once again, Mary-Jane was by herself, her earlier shock having since worn off. '_I don't believe this; I get to meet members of the Justice League __**twice**__, and I can't even tell my Mom about it,_' she sighed to herself, before she looked off towards the city, where they had gone.

She _really_ hoped Peter was okay.

XXXXXXXX

_New York_

Within minutes of pursuing the Green Goblin, Superman and Spider-Man had sighted him on his glider; leaping off from his web-line, Spider-Man let fly with a web-glob, trying to gum up the glider's intake valve, but the Goblin darted to the left…flying right into the path of Superman's eye-ray – the deadly red beam pierced the glider's hull without effort, searing half of its engine into slag. Instantly, the glider started to sputter, forcing the Goblin to make a hard bank left, touching down on a nearby rooftop.

When Superman and Spider-Man touched down, the glider was abandoned, the Goblin gone. "He couldn't have gone far," Superman observed.

"No kidding; with _that_ getup, he's about as inconspicuous as a circus-elephant," Spider-Man quipped. "Not that either of us can talk, mind you…"

Superman managed a grim chuckle, before he closed his eyes, listening. "He's on this rooftop; we'd better split up."

"Gotcha." With that, the two of them headed in opposite directions, as they began to search the rooftop.

Keeping his eyes peeled and his ears on full alert, Superman walked across the rooftop, passing between two raised sections of wall…

"_Should've known you'd still be on my case, Boy Scout._"

The very _second_ he'd heard the Goblin's voice, Superman darted towards the corner he'd heard it coming from…and found nothing – he'd already fled. "Playing hide-and-seek, Goblin?" he called out. "Aren't you a bit old for games?"

"_Maybe, but I'm not a big fan of getting pummeled, buster; call it a phobia of mine._"

Scanning the location he'd heard that coming from with his X-Ray vision, Superman scowled as he found it empty. "You should have thought of that before you started all of this."

"_I could say the same to you._"

Before Superman could track him, he suddenly saw a pumpkin-bomb arc towards him, exploding as it hit him; Superman was knocked back a few inches, but he held his ground. "You know, you're not helping your cause, here," he said, as he scanned the rooftop with his thermal-vision, before catching a wisp of the bomb's fumes in his thermal-sight, following it…

The Goblin just chuckled as Spider-Man hopped over the raised walls Superman had just checked. "_Neither did your little friend, here; I don't take kindly to being double-crossed._"

"What did you expect, Gobby?" Spider-Man snapped. "Did you _really_ think I was gonna just lie down and let you walk all over me?"

"_I expected you to do the smart thing, kid,_" the Goblin sneered. "_I guess I was right, all along; __**all**__ teenagers are idiots._"

Spider-Man chuckled. "Hey, _you're_ the one who got suckered, tonight; what's that make _you?_"

"_Someone who's run out of PATIENCE!!_"

Suddenly, Spider-Man felt his spider-sense flare…before the breath was knocked out of him as the Green Goblin tackled into him from behind, knocking them both onto the hard ground. Struggling to his feet, Spider-Man was barely able to flip away from the Goblin's uppercut, but the Goblin, having anticipated that, spun the motion into a sweep-kick, knocking him on his rear. "I find it _amazing_," the Goblin snarled, as he followed with a foot-stomp, which Spider-Man rolled to evade. "I mean, you _literally_ stumbled onto something that a punk kid like you would _kill_ to have; power that I would have _killed_ to get, at that age!" As Spider-Man flipped back to his feet, he dodged the Goblin's first punch, but stumbled back as the second connected. "And _this_ is what you do with it?!" He punched Spider-Man, again. "What kind of _idiot_ are you?! Who in their right mind would waste the kind of power _I_ gave you?!" With that, he pulled his arm back for another punch…

…but his arm suddenly stopped, as steel-hard fingers grasped it. At once, he turned…causing synthetic yellow Goblin eyes to meet fierce blue Kryptonian ones.

"_I_ would."

_WHAM!!!!!_

Superman's punch _rippled_ the air as it drove into the Goblin's torso, sending him flying back, cratering the wall behind him. Gasping for breath, the Goblin staggered forward, but Spider-Man quickly closed on him, finishing him with a flip-kick, sending him tumbling through the air, crashing to the ground _hard._

It was over.

Spider-Man let out the breath he'd been holding in. "_Man_, this has been a long few days."

Superman chuckled. "Well, just be glad it's over, Little Red."

"_Nothing_ is over."

At that, Superman and Spider-Man glanced to the beaten Goblin. "You punks haven't beaten me, yet," the Goblin wheezed.

Superman smiled wryly. "You're not much of one to be throwing threats around, Goblin," he said, his eyes flashing electric blue, "or do you prefer…_Norman Osborn?_"

The Goblin's fists clenched. "You _peeked._"

Spider-Man chuckled. "Hey, it was either him or the cops, Gobby."

"I wouldn't be laughing, _Parker,_" the Goblin snarled. "If I go down, your family goes _with_ me; my men are already in place..!"

As Norman had been speaking, Superman had been watching a rapidly-approaching green light; within minutes, J'onn, Green Lantern, Phoenix, and Flash had arrived on the rooftop, along with their guests. As Green Lantern dropped Norman's men on the rooftop, Superman chuckled. "You mean _those_ men, Osborn?"

Flash shrugged. "Saw 'em coming, a mile away."

For a moment, Norman was silent, but he recovered quickly. "Even if I get arrested, I'll be out again," he gloated. "I can think of a few judges who'd be willing to cut a deal in exchange for the identity of Spider-Man..!"

"_No_, Osborn." Superman's voice was firm. "You're not going to tell _anyone_ about Spider-Man."

Norman laughed. "And how do you plan to stop me, Boy Scout? _Kill_ me?" he sneered.

"Not our style," Superman answered, his smile knowing. "I just happen to think it's hard to tell what you don't _know._" He looked to J'onn.

J'onn's eyes promptly went white, narrowing at the Goblin. "_You do not know who Spider-Man is._"

At once, Norman started to shake, his arms twitching. "What…what are you..?!"

J'onn's eyes narrowed _further._ "_**You do not know who Spider-Man is.**_"

Norman gasped for air, as he started to scream. "_Get out of my head!!!_"

J'onn's teeth gritted. "_**You DO NOT KNOW who Spider-Man is!!**_"

With that last, telepathic shove, J'onn overcome Norman, erasing Spider-Man's identity from his memory, rendering him unconscious. His task finished, J'onn relaxed. "It is done."

Spider-Man was silent for a moment. "Uh…t-thanks."

Superman smiled. "Don't mention it." With that, Green Lantern scooped up the Goblin and his thugs, before they all headed back to the warehouse, where the others were undoubtedly waiting.

By the time they reached the warehouse, the police were on the scene, taking the meeting's attendants into custody, along with the Goblin's cronies. While Green Lantern dropped the Goblin and his men off with the police, the rest of their little band regrouped. "Everything okay?" Green Arrow asked.

"Just dandy," Flash answered. "We stuck it to Osborn's goons before they could even lay a _hand_ on web-head's family."

Looking around, Superman frowned as he realized that Daredevil was gone. "Where's Daredevil?"

"He left shortly after the police arrived," Batman reported.

Superman's expression became worried. "And the Kryptonite?"

Power Girl smiled. "On its way to the sun."

Superman let out a relieved sigh. "Thanks."

"Uh…excuse me?"

At the sound of that voice, everyone turned to see several policeman approaching them, somewhat nervously. "Uh…w-we _really_ hate to interrupt all of you," one cop, a rookie, said, "but…the thing is…"

The second cop, an older one, shook his head in exasperation. "Spider-Man is still wanted for his part in the attack on the priosn, yesterday," he snapped. "If you'll allow us to…"

"_No_, officer," Superman said, his tone firm as he turned to Spider-Man. "Allow _us…_" For a moment, Spider-Man's eyes went wide…

…until Superman finished his sentence, smiling knowingly. "…to _congratulate_ him!"

The policemen were flabbergasted. "_What?_"

Spider-Man was equally stunned. "_Huh??_"

Laughing, Green Arrow jokingly elbowed Spider-Man, playing along. "Nice job, web-head; couldn't have done it without you!"

Cyclops nodded. "You led us _right_ to 'em, Spidey!"

The second cop blinked. "You…_knew_ about this??"

"How else do you think we were able to locate this gathering so swiftly?" Wonder Woman asked.

"Oh, I get it!" the rookie exclaimed. "This was a superhero _sting-op!_"

"Uh…yeah," Spider-Man said. "Sorry about the prison-thing, though; I _had_ to make it look good…"

Grudgingly, the second cop shrugged. "Fooled _me,_" he muttered. "In that case, it looks like we're done, here." With that, they headed back towards their squad-cars.

Spider-Man's voice was soft. "Aw, jeez, you guys…"

Phoenix smiled. "It's the _least_ we can do."

Superman's expression mirrored Phoenix's…until his hearing caught a voice on UHF…a _familiar_ voice…

"_I know you can hear me, Superman,_" came the Kingpin's voice over the cell-phone lines. "_No doubt you were hoping to apprehend me, tonight; so sorry to disappoint you._"

"_I suppose you had also assumed that this little tete-a-tete was in response to you and your 'League's' interference in my affairs…and, to an extent, you'd be correct; you see, while I was not entirely positive that you would interfere, tonight…I planned that you __**would.**_"

Superman's eyes narrowed as Fisk continued. "_Whatever information about me that our dear boys in blue gleam from either confiscated materials or from my would-have-been-associates is nothing but carefully-crafted fiction, for __**just**__ such an emergency – had the meeting succeeded, I would have later included them in my true agenda. As it stands, I will have to do some lengthy restructuring, while having my lawyers deal with the fallout of this evening, all of which will, indeed, keep me busy for a while – bravo to you for that – but, in all truth, all that you have done…_"

Superman's fists clenched as he heard the smile in Fisk's voice. "_…is get rid of all my competition. Well done, boy. Good-bye._" With that, Fisk was gone.

Seeing his expression, Power Girl looked stricken; she'd heard it, too. "You okay?"

Superman managed to calm himself. "I _will_ be." He sighed. "We'd best be on our way; it _has_ been a long few days." With that, the entire group went their separate ways – Spider-Man fired a web-line, swinging off, while the Justice League and the three X-Men headed for home.

It had been a long day for them all.

XXXXXXXX

_Xavier Institute_

By the time Scott, Jean, and Alison had gotten back to the Institute, it was nearly midnight; as they trudged through the front doors, Jean saw that everyone else had turned in. "Goodnight, guys," Alison sighed, as she headed to her room. "See you in the morning…"

As Alison headed upstairs, Jean turned to her boyfriend with a weary smile. "Ice cream?"

Scott chuckled. "You read my mind." With that, they walked towards the kitchen…and found three bowls of ice-cream sitting on the table, with Madelyn calmly snacking on one of them.

"I had a feeling that you two might need this."

Jean blinked for a moment, before she smiled. "You know us so well," she answered, as she and Scott sat down.

"You were right, by the way," Scott added, swallowing a spoon-ful of ice-cream. "Kal told us your advice worked."

"Glad to hear it," Madelyn replied. "So, where is the big galoot?"

"He said he had a few patrols to run before calling it a night," Jean answered, before her expression saddened. "Ali told us that she and Kal picked up a message from the Kingpin…"

"Say no more," Madelyn said quickly. "That fat old bloodsucker's as slippery as a leech."

"And _how_," Jean muttered.

Madelyn's expression lightly brightened. "I'm sure the League will get him, eventually," she said, as her expression grew sly, "so why don't we get to a more _interesting_ topic?"

Scott arched an eyebrow. "Like what?"

Madelyn chuckled. "Tell me, Jeannie…does Logan have any…_special_ tastes in women?"

Jean's eyes widened. "Um…w-what do you mean?"

Madelyn laughed. "I _mean_, does he have a thing for redheads, or should I consider dying my hair?"

At that, Scott let out a snort of laughter, nearly spraying his swallowed ice-cream across the floor through his nose, while Jean flushed crimson from her collarbone to her hairline. "_Aunt Maddie!!_" she cried. "H-How am I supposed to know something like _that?!_"

Madelyn chuckled. "Oh, _come_, now, sweetie; you mean to tell me that you've _never_ peeked in anyone's head? Not even _your_ boyfriend's? You can tell me; I won't tell Xavier."

Jean's blush intensified. "Never in my _LIFE!_" she protested. "I may spend a bit of time in Scott's mind…b-but that is _SO_ different!"

"Whatever you say, honey," Madelyn said dismissively. "Now, are you going to tell me, or aren't you?"

Jean's blush grew _worse._ "I-I am _not_ having this conversation!" She got up to go…

"Suit yourself," Madelyn said, shrugging. "I suppose Scott and I can always discuss your childhood."

Jean _froze._ "What _about_ Jean's childhood?" Scott asked, smiling knowingly.

Madelyn shrugged. "Oh, a _number_ of things," she said idly. "For starters, there was the time when Jean was five and she…"

"_AUNT MADELYN!!_" Jean cried. "Don't you _DARE_ finish that sentence!!"

Madelyn blinked innocently. "Oh? You wanted to talk about something else, then? I'm all ears!"

Jean could only groan, while Scott tried to suppress his laughter. '_Oh, shut up,_' she sent to him.

Scott just grinned. '_Hey, what did you expect, Jean?_' he answered. '_Last I checked, relatives were __**supposed**__ to embarrass you!_' His grin grew. '_Something tells me she's gonna fit right in!_'

'_Yeah,_' Jean thought back, smiling wearily. '_Heaven help us all…_'

XXXXXXXX

_New York City_

The dead of night had long since cast a cloak of silence over New York as Superman soundlessly glided over the city, his vision scanning the metropolis below for any more signs of trouble, passing over Queens for the third time in a row.

After making sure that there were no more goons coming after Peter and his family, Superman let out a relieved sigh, as he flew on…before he spotted a familiar shape darting across the rooftops; his eyes narrowing, Superman quickly dropped altitude, touching down on the rooftop behind him.

Hearing the sound of his feet touching asphalt, Daredevil scowled. "What do you want?" he snapped.

"To talk."

Daredevil turned around. "Do you expect me to apologize for roughing up your pal, just then?" he muttered. "Fine; you were right about Spider-Man, and I was wrong. Happy?"

"It's a start."

Daredevil's eyes narrowed behind his cowl. "Don't start expecting us to be best friends, now, kid; I'm not fussy about your style."

"Good," Superman retorted, "because I think _your_ way of doing things leaves much to be desired, too; how do I know that Spider-Man was the _only_ falsely-accused guy you've attacked, Daredevil?"

"Don't you judge me, space-brat," Daredevil snarled. "You have no _idea_ why I do what I do..!"

"To be perfectly blunt, Daredevil," Superman shot back, "you understand _my_ reasons about as much as _I_ understand _yours._"

That silenced Daredevil for a moment. "When you've been standing alone against the criminals here as long as I have, and seen as much as I have, _then_ you get to question my methods," he snapped. "Kid, in ten years – hell, in _five_ – you will _be_ me."

"Well, then, it looks like we'll have to agree to _disagree._"

"I guess so," Daredevil said, turning to go. "Just stay out of my way, and we'll be fine." With that, he leapt off the roof, firing his club-grapnel, and swinging off.

Alone once more, Superman paused, allowing himself to fully consider Daredevil's words; he _had_ been fighting crime, all on his own, for quite a while, now…

…just like Spider-Man.

Superman's expression turned sad as he recalled his friend's earlier words over the phone: "_…I'm all alone, out here…_"

For a while, it hadn't always been so; before the League, whenever he'd been in New York, he and Peter had been quite the tag-team…but now, he had the League…leaving Spider-Man on his own, again, to face the insanity of New York all on his own.

That wasn't right; not one _bit._

Still, what could he do about it? The League always kept him busy, and there was no way for Spider-Man to contact him in the case of an emergency, other than shouting for help; the only way Peter could possibly contact the League effectively was if..!

Suddenly, it hit him.

Quickly, Superman flipped out his communicator. "Boy Scout calling Eye in the Sky," he said.

"_Speed Demon here, chief; what's up?_"

Superman started to smile. "Get the others on the horn, Flash," he instructed, "'cause I've got one _heck_ of an idea..!"

XXXXXXXX

_Midtown High, January 26_

As always, the ringing of the final bell caused the hallways of Midtown High to fill to the bursting point; after most of the final-class rush died down, Peter made his way to his locker, gathering his gear, before heading out, his strides calm, and relaxed, with a small spring in his step.

Being a free man did that for a guy; he was cleared of all charges, the Goblin was in jail, and things were back to normal…or at least as normal as _he_ ever got.

By then, he'd emerged from the main entrance…where he froze, as he saw Harry, heading towards his ride home, looking glum.

Peter's good mood evaporated instantly, consumed by guilt. Gulping, Peter walked over to his friend. "Hey, Harry."

Harry looked utterly morose. "Hey, Pete."

Peter smiled nervously. "So…how are you holding up?"

Harry sighed. "You heard."

Peter suppressed a gulp. "Sort of."

Harry looked away. "I just…I can't believe it, Pete."

Peter nodded sadly. "Neither could I."

Harry's fists clenched. "How could he _do_ it?"

Peter sighed. "I don't know."

"I mean…I actually looked _up_ to him! How could Superman _do_ that?"

Peter's eyes went wide. "Come again?"

"Well, you heard, Peter!" Harry exclaimed, his tone angry. "Superman, Spider-Man, and the Justice League threw my Dad in jail for staging some jail-break! Can you _believe_ that?! Spider-Man frames my Dad for _his_ crime, and the League goes along with it!"

Peter looked stricken. "Uh, Harry…"

"I don't care _what_ 'evidence' they have; my Dad is _not_ a criminal," Harry muttered. "I'm _not_ going to let them get away with this…"

"Well, Harry, I'm…I'm sure that justice will be done," Peter said quickly.

At that, Harry smiled. "Thanks, Pete; I needed that," he said. "You're a real pal."

Peter's guilt promptly doubled. "Sure, Harry," he said softly. "Sure." With that, Harry headed to his ride, while Peter headed on to work.

As always, the Bugle staff was hard at work by the time Peter got there; spotting Clark and Chloe standing by the always-fritzing TV-set, sipping coffee, Peter walked over to them. "Hey, guys."

"Hey, Pete," Clark greeted. "Anything new?"

"Nope. You?"

Clark shrugged. "The same."

Chloe stared at him, incredulous. "Oh, so you scooping me is _normal_, is it?" she teased.

Peter arched an eyebrow. "Did I miss something?" Chloe simply handed him the newspaper she'd been reading, allowing him to see the headline: '_Superhero Sting: Mobster Meeting Meltdown Clears Wall-Crawler!_' Skimming through the article, Peter grinned as he saw the author's name. "Nice going, Smallville!"

"_I'll_ say!" Chloe said, her tone a bit jealous. "_How_ could you have been on the scene long enough to get this story before anyone else got there, myself included?"

Clark just shrugged sheepishly. "What can I say?" he asked. "I was just in the right place at the right time."

Peter nodded. "So how'd JJ take it?"

"Well, he admitted that this story was better than the one he was _going_ to run," Clark said.

Chloe nodded. "Personally, I think he was just a _little_ disappointed that Spider-Man wasn't a crook, after all."

"Maybe," Clark admitted, "but the truth is the truth; I think Mr. Jameson knew that something was fishy, which was why he agreed to hold his first article."

"I guess." Her eyes narrowing in irritation, Chloe smacked the top of the TV, trying to get it to focus. "_God_, you'd think Jameson would at least be able to spring for a repairman!"

Clark looked thoughtful. "You know, maybe it's the antenna," he mused aloud. "Hey, Pete, why don't we go check it out?"

"Sure," Peter agreed, promptly setting his gear down, following his pal up to the roof.

After reaching the roof, one of the first things Peter saw was the crook in one of the antennas. "Well, there you go," he said. "Guess somebody'd better call a repair-man."

"Guess so," Clark agreed.

"So, you wanna tell JJ, or should I?"

Clark chuckled. "I will," he replied, "in a minute." His expression turned serious. "There's something we'd like to discuss with you."

Peter arched an eyebrow. "'We'?"

Clark just smiled, before he took out his belt-communicator. "Okay, guys; he's here."

At that sentence, the entire Justice League converged on the Bugle rooftop; the Flash ran right up the wall, coming to a stop a few feet away, while Green Lantern deposited himself, Green Arrow, and Aquaman next to him. Wonder Woman, Hawkgirl, and the Martian Manhunter touched down a few seconds later, while Batman simply stepped out from behind a rooftop power-transformer.

"Oh."

Clark's tone was all business, prompting Peter to pay attention. "As I'm sure you know, Peter, yesterday we – _all_ of us – dealt organized crime in this city a significant blow," he began, "but we still have a lot of work to do."

Batman picked up where Clark left off. "We were able to apprehend most of the major players in New York, but the Kingpin is still at large; with his main rivals out of the picture, once he recuperates, he'll be more dangerous than ever."

Peter nodded. "Sounds like you guys have your work cut out for you."

"No kidding," Flash agreed.

Aquaman nodded. "If we don't keep an eye on him, he could become real trouble."

"Okay," Peter said slowly. "So…what do you need _me_ for?"

"We all discussed the situation, yesterday," Green Lantern said. "We concluded that having a teammate on-site here constantly providing intel would be beneficial."

The Manhunter nodded. "Unfortunately, given that we are stretched relatively thin, none of us can afford to remain in New York, so we were at a loss." He smiled. "And then Clark provided a solution."

Peter's eyes went wide. "Whoa…are…are you guys actually..?"

Hawkgirl smiled. "It wouldn't be full-time status, like ours, since you're in school," she explained. "Still, if you were ever in trouble, we'd be glad to assist."

Green Arrow grinned. "After all, that's what teammates do."

Wonder Woman nodded. "Regardless, the decision had to be unanimous," she began, before smiling, "and it _was._"

Clark grinned. "The final decision, however, rests with _you_, Peter," he finished. "What do you say?"

If Peter's smile grew any wider, his face would cramp. "I say that you guys just got yourselves a web-slinger."

Clark laughed. "Glad to hear it!" Reaching into his pocket, he took out a communicator – exactly like the ones the rest of the League used – and extended it to him. "Welcome aboard, Spider-Man."

Peter tried his _damnedest_ not to cry. "Thank you, _all_ of you," he whispered. "I promise, you won't regret this…"

Suddenly, a police siren echoed in the distance, as all their communicators – Peter's included – started to beep.

Green Arrow grimaced. "No, but _you_ might!"

"Beacon's detecting an alarm from the Second National Bank," Batman reported. "Three armoured cars have been hijacked, all taking separate routes."

Flash chuckled grimly. "Ready for your first day on the job?"

"I guess so!" Peter replied, before glancing to Clark. "We'd better not use the same excuse, or else JJ might get wise."

Clark nodded. "I think you'd best go pick up your Aunt's heart-medication," he suggested, with a knowing smile. "As for me, I think I can convince Mr. Jameson to let me fix the antenna…free of supervision, of course."

"Of course."

Clark's expression became determined. "Okay, people, let's _move!_" With that, the rest of the League moved out, while Clark and Peter headed back into the Bugle, to make their respective excuses, before rejoining their teammates.

There was work to do.

XXXXXXXX

_Coming Soon:_

_As the most important night of Alison's career arrives, so does trouble._

_When a near-miss turns into a most unusual mission, Alison and Anita find themselves on the same side…but as the League uncovers the truth, their mission goes from annoying to world-threatening._

_Will the Justice League stop this terrible plot?_

_Can Power Girl and Siryn survive both this mission…and each other?_

_Find out, in "The Best of Enemies," coming to your computer soon…_


	21. Best of Enemies, Part One

CHAPTER TWENTY: BEST OF ENEMIES, PART ONE

_Xavier Institute, February 10, 2009_

As the morning sun shone through the window, tickling her eyes open, Alison yawned, trying to find the energy to untangle herself from the sheets. Sitting up, she looked herself over, and found herself in nothing but her blue panties and a simple, white t-shirt that was _many_ sizes too big for her…

"Morning, beautiful."

Smiling, Alison turned towards her lover, lying back down, perfectly relaxed, propping her head up with her hand. "Morning," she cooed.

Smiling back, Clark, clad in a black t-shirt and a pair of blue boxers, set aside his holo-novel – his new favourite book – to lie back down with her, embracing her lovingly. "Sleep well?"

Alison giggled, as she touched her nose to his. "Like a baby," she cooed, sealing his lips with her own. Clark quickly reciprocated, deepening the kiss, causing Alison to sigh happily as their embrace evoked happy memories of the night before, while promising of new ones. "Remind me to thank J'onn for taking over yesterday's night shift after that almost-plane-crash."

Clark nodded; just prior to midnight, he'd picked up a commercial plane experiencing engine failure in the middle of an electrical storm over Brazil. He and J'onn had been able to help it land safely, at which point J'onn had advised him to get some rest. After returning to the Institute, Alison had met him; they'd talked, and one thing had led to another. "I think J'onn realized that I needed a breather, even though I couldn't tell."

Alison looked stricken. "It was bad, wasn't it?"

"It _could_ have been," Clark admitted. "Three engines had failed, Ali, and the fourth one was well on its way – if we hadn't arrived when we had, it would have been a disaster."

Alison sighed. "I wish I could have helped."

Clark smiled. "Talking about it helped, _taushi._"

Alison's smile returned. "So, have you been up long?"

Clark shrugged. "Just a little while."

"You were reading, weren't you?"

Clark laughed. "What can I say? I'm hooked," he confessed, reaching over and grasping the holo-novel, flipping it open. "I've just come to the section detailing General Zod's return to Krypton, in order to attend my father's induction into the Council of Twelve; the author managed to get a picture of the two of them." His hand tapped a symbol on the left margin, highlighting a section of the flowing Kryptonian script, and then selecting one symbol, which expanded into a holographic image of two men standing outside a massive, crystalline dome, with a gleaming city in the background.

Alison recognized Clark's father – Jor-El – almost instantly. With the exception of a few tiny, distinguishing grey streaks through his short, black hair, he was practically an older version of Clark, and the silver crest of the House of El emblazoned on the black bodysuit he wore under his silver robe was a dead giveaway…and he had the _exact_ same kind smile that Clark had, the one that had completely _bewitched_ her, the first time she'd met him.

The other guy – Zod, Alison figured – was kinda spooky, to be honest. He looked a bit older than Jor-El, and was slightly taller, more athletic-looking, with short, black hair streaked with silver, cold dark eyes, and a trim black beard encircling a faint smile that didn't quite reach his eyes, clad in a uniform that was eerily reminiscent of Clark's, except that it was completely black, complete with black gloves, trimmed with silver, with the silver crest of a stylized 'Z,' with two lines through it, encircled by a four-pointed diamond upon the chest. "Uh…no offence to your godfather, Clarkie, but he looks kinda…"

Clark chuckled. "…intense?" he finished. "I thought that, too, Ali…but remember, this man was the commander of Krypton's entire military force, with practically _all_ of its military secrets locked in his head. He's _bound_ to seem a little aloof." His expression turned a bit sad. "Plus, this was taken a few days before my father and the General were scheduled to begin negotiations with the governor of the city of Kandor; at the time, Kandor was asking for the same level of autonomy that other cities enjoyed."

Alison blinked. "Why the difference?"

"Well, Kandor began as a research outpost under the direct control of the Council," Clark answered, "but as it grew, it became more than that, until its acting governor began to petition for full recognition. It was becoming something of a crisis, until my father and Zod stepped in and negotiated a settlement."

Alison nodded. "So, this wasn't taken in Kandor?"

"Nope; this was taken outside the Council Building, in Krypton's capital, Krypton City, or Kryptonopolis, if you prefer its ancient name."

Alison smiled. "I'd _love_ to hear more, baby."

Clark chuckled. "And I'd love to tell you more, _Alia_…but I don't think you have time."

Alison blinked, confused. "What?"

"Ali, tonight's your big night, remember?"

Alison's eyes went wide, as it all came flooding back into her bliss-soaked brain: tonight was the night of her big performance with Diva Corazon. Whipping her head around, she saw the time: 9:30 AM.

She only had nine-and-a-half hours to get ready to sing on stage with her idol.

"_WHAT?!!_" Alison cried, leaping out of bed, nearly sending Clark tumbling. "H-How could you have let me _sleep_ this late?! Do you know how much I have to _do?!_"

Gulping, Clark got to his feet. "Ali, I didn't think it would take you long to..!"

Alison was already ahead of him, frantically pushing him towards the door. "_Out, out, OUT!!_"

In seconds, Clark found himself outside his room, looking at the door as it slammed shut. Clark just sighed; he couldn't really blame her – this was a _really_ big night for her. It was normal, to be a bit stressed…

"Trouble in paradise?"

Suppressing a groan, Clark turned to find Anita standing behind him, clad in her emerald-green bathrobe, an amused expression on her face. "Just a minor misunderstanding," he explained. "Ali's a little…stressed."

Anita arched an eyebrow. "Enough to exile you from your own room?"

Clark was about to reply when the door cracked open, as Alison, a sheepish expression on her face, poked her head out. "This is _your_ room, isn't it?"

Clark smiled wryly. "Uh-huh."

Blushing fiercely, Alison opened the door wider, and stepped out. "Sorry."

Clark laughed. "No problem, _taushi_," he replied. "I won't delay you, any longer." He punctuated the sentence by giving her a kiss on her temple, before heading back into his room, closing the door behind him.

As she heard Anita's chuckle, Alison's blush became a scowl. "Well, aren't you a charmer," Anita said idly. "I'd heard of diva behaviour, but I've never actually _seen_ it, up close."

Alison glared at her; the past week, she and Anita had been getting in each other's faces more often than normal, and this was no exception. "Oh, shut up, LeRoux."

Anita just smiled. "If that outburst is typical, I pity poor Kal."

Suppressing her anger – along with the growing urge to deck Anita – Alison rolled her eyes. "LeRoux, I'm afraid I have more _important_ things to do than waste time trading shots with you. _Excuse_ me." With that, she turned, and strode off, heading to her room.

As much as she would have _loved_ to put Anita in her place, she just didn't have time; she had too much to do.

XXXXXXXX

_Watchtower_

"Okay, it's official; you guys have _the_ coolest clubhouse on the _planet._"

As he, Green Arrow, and Spider-Man stepped out of the Javelin-1 into the Watchtower's vehicle bay, Superman could only chuckle. "Technically, Little Red, the Tower isn't _on_ Earth."

"Well, yeah, but you know what I mean!"

Within minutes, they had reached the Monitor Womb, where Batman and Wonder Woman were on duty. Seeing them walk in, Wonder Woman smiled pleasantly. "I trust that everything went well?"

"As well as can be expected," Green Arrow replied. "A few of Cesar's stray _Diablos_ thought that holding up a convenience store would be good for a few laughs."

Batman nodded, his eyes never leaving his console-screen. "Unorganized crime in New York has slightly increased over the past few weeks."

"True, but _organized_ crime is _way_ down," Superman countered. "What we're seeing is the result of almost no-one at the upper levels being able to control the lower ones. It should die down, in a few days."

Spider-Man nodded. "Yeah, plus, it's been ages since our pal Shamu tried anything," he agreed. Glancing to Superman, he added, "So, I'm guessing Ali's stoked for her big performance, tonight, right?"

Superman smiled sheepishly. "You could say that."

"Well, given who she'll be performing with, I can understand," Wonder Woman said. "I had the opportunity of hearing some of Diva Corazon's music; Alison must be honoured."

Superman nodded. "She's really been looking forward to this," he agreed. "I just hope it goes well…"

"I wouldn't break out the champagne, just yet, Kent."

Batman's voice snapped everyone out of their pleasant chat. "Beacon's picking up increased chatter," he continued.

Superman's expression turned concerned; instantly, he was all business. "About what?"

"About a high-profile hit being ordered in New York, tonight." Batman's eyes narrowed. "If this intel is to be believed, it's supposed to be at the opera."

Everyone went silent at that. "_Hera_," Wonder Woman whispered, voicing the concern that had gripped Superman's heart like a vice, "surely you don't mean that someone will try to kill Alison..?"

"No." Batman's tone was flat. "The transmissions gave reference to the _audience_; Blaire will be on _stage._"

"Oh," Spider-Man said. "So…who _is_ it?"

"Unknown; the speakers never identified the target."

Green Arrow scowled in disgust. "Terrific."

"Sounds like we'll be on stake-out, tonight," Superman said.

"Sounds like it."

"Swell," Superman replied, sighing. He'd hoped he'd be able to see Alison sing, tonight…

…but this wasn't _exactly_ what he'd had in mind.

XXXXXXXX

_New York Mall, New York City_

"Ali, I am telling you, you look _great!_"

As she, Aunt Bridget, Jean, and Kitty emerged from the hair salon, heading towards the nearest dress boutique, Alison sighed worriedly at Kitty's compliment. "Are you _sure?_" she asked, glancing at her reflection in the window, making sure that her hair – now expertly styled into a bun at the base of her neck – was acceptable.

Jean softly chuckled. "_Yes_, Ali; for the _tenth_ time, your hair looks great!"

Bridget smiled knowingly. "I'm afraid you're wasting your breath, ladies," she said. "My niece has always been like this before a big, live performance – she works herself into a nervous wreck _right_ before the show…only to nail every note on stage, sending her confidence soaring…until the next time."

Alison half-scowled, sticking her tongue out at her Aunt. "So much for family support," she quipped.

Kitty chuckled. "Well, can you blame us? You're getting worked up over nothing!"

"_Nothing?!_" Alison cried. "You call actually getting to _perform_ alongside my _idol_ 'nothing'?!"

Bridget's smile didn't waver. "Well, honey…you recall that boyfriend of yours didn't get so uptight the first time he met _his_ childhood hero."

Alison sighed to herself, as she recalled Clark's recounting of the first time he'd teamed with Captain America and the Avengers, two years ago. "Under the circumstances, he couldn't really _afford_ to freak out."

Jean smiled reassuringly. "You don't need to freak out, either, Alison; we've _all_ heard you – you're going to do _fine,_" she said. "If Kal were here, he'd say the same thing."

Hearing those words of confidence from her friends, Alison finally let herself relax. "Thanks, Jean."

By then, they had reached the boutique. Walking to the dress-rack, Kitty took a shimmery red-and-black gown from the rack. "How about this one, Ali? It would look _great_ on you!"

Alison's expression turned reluctant. "Hmm…well, it's nice, Kitty, but it's just not my style."

"Very true," a familiar voice said. "A potato sack would be more fitting."

Alison's eyes narrowed as she saw Anita step out from behind another clothes-rack. "What are you doing here, LeRoux?"

Anita chuckled. "Well, I simply _had_ to pick up a new outfit for tonight."

Kitty arched an eyebrow. "You're _going??_"

Anita smiled. "Of _course!_" she replied. "I wouldn't miss it; I could _use_ a good laugh!"

Alison glared at her. "You're all heart."

Her expression growing worried at the coming argument between Anita and her niece, Bridget was about to change the subject, but the ringing of Alison's phone did that for her. Alison promptly answered it. "Hello?"

"_Hey, Ali._"

Alison smiled wearily. "Hi, baby; how are you?"

"_Oh, I'm fine, thanks. How's the preparation going?_"

Alison sighed. "It _was_ going fine," she muttered, scowling at Anita, "until we ran into a little Latverian _snag._"

Anita scowled back at her. "And Kal tolerates such language?"

Clark's statement quickly stifled Alison's retort. "_Well, taushi, I'm afraid we've run into another one: we have reason to believe that someone in your audience tonight may be the target of a hit._"

Alison's eyes went wide. "Oh my God…" she murmured. "Do you know who?"

"_Not yet; we're still trying to track down who's pulling the strings, but they're covering their tracks well, and it's too late to have the concert rescheduled. We've already notified the rest of the Institute, but I figured we should tell you, as well – if we can't identify the culprit, or even the target, we'll need everyone to be on full alert, tonight._"

Alison nodded, frowning worriedly. "Okay, baby; good luck!"

"_You, too._"

As Alison hung up, Bridget noticed her expression. "There's a problem, isn't there?"

Alison nodded. "Kal and the League think that someone in the audience tonight is going to be hit, but they don't know who, yet."

Jean looked stricken. "Oh my God…"

"Yeah."

Anita was instantly serious. "It would seem that our little outing tonight just became a mission."

"Looks like it," Alison agreed.

Kitty sighed. "Is it _too_ much to ask for all of us to have just _one_ nice, normal evening?"

Alison laughed. "_Normal?_"

To her surprise, Anita agreed with her. "What in heavens' name is _that?_"

"Nothing any of us would recognize!" Bridget chuckled, before glancing to Alison. "Come, now; we'd best get this little excursion over with, sweetie – something tells me that you'll want to drop by the Institute and work out a plan before heading to the concert-hall for rehearsals." Alison nodded at that, before she and the others headed further into the boutique, to clue up their trip.

Her big night had just gotten a lot _bigger._

XXXXXXXX

As the sun began to set over the city, patrons were already starting to flood into New York Opera Hall, ignoring the blinding flashes of paparazzi, oblivious to all else…

…which meant that absolutely _nobody_ was watching the rooftops.

Chuckling to himself, the black-clad, well-armed assassin effortlessly leapt from one rooftop to the next, before darting behind an air-vent, keeping out of sight. Peeking his head out, the white eyes of his red-and-black face-mask narrowed in irritation; he was going to have to wait for all those snobs to head in before he could grapple across…

Suddenly, his communicator started to beep, prompting him to answer. "Hidey-ho! Wadey's 15-Minute Pizza-Place – your order taken in 15, or your money back!"

His client groaned over the line. "_We aren't paying you to crack jokes, Wilson._"

The mercenary known as Deadpool just laughed. "Hell no, Mr. Computer! My wisecracks are always _free!_"

"_Enough, Wilson; have you reached the target?_"

"Bingo, head-case! Gimme a couple minutes, and I'll be golden!"

"_Excellent; this little demonstration should remind His Majesty the cost of crossing us._"

The Merc with the Mouth's tone darkened. "Yeah, maybe, but how the hell am I supposed to clear out _after_ the fact? That stupid boy-scout and his sucker-squad'll be on me like snot on a picket-fence!"

"_You needn't worry, Wilson; once the strike has been executed, your reinforcements will move in to extract you._"

Deadpool laughed. "Good to hear, Mr. Big Giant Head!" he chortled. "And exactly _how_ much were you ready-aim-fire guys gonna pay me?"

"_You will receive the fee we had discussed, Wilson; based on our computations of the project, once completed, such a cost will be irrelevant._"

Deadpool chuckled. "Yeah, well, you can compute all you like, pal; leave the killin' to Wadey. Anyways, catch ya on the flip-side!" With that, he switched off his communicator, before resuming his watch, keeping one eye on the ground, and the other on the sky, making sure there were no unwelcome streaks of red or blue heading this way.

He supposed that trying to pull something like this was probably crazy…but for _him_, it was just business as usual.

XXXXXXXX

_Xavier Institute, a few minutes earlier_

"Come _on_, guys! We promised Ali we'd be there, and you all _know_ how long it takes to get seated!"

As he and Jean waited in the hallway, Scott finally saw most of the others start to emerge from their respective rooms, the girls having changed into their formal wear, and the guys having donned their tuxedos. "Yeah, yeah, bro; we heard you," Alex muttered.

"This is _serious_, Alex; we all need to be on our toes," Scott pressed. "If what Kal and the League said is true, we could be dealing with a hit on _anybody_ in the audience."

The others all groaned. "_Why_ does every day have to be a crisis?" Lila lamented.

"Because that's the kind of luck we have, Lil," Roberto sighed.

Paige looked worried. "Y-You don't think whoever it is is after the Professor, do you?"

Sam suppressed a gulp. "Ah sure _hope_ not, Paige."

Anita remained calm. "If so, we will simply _deal_ with the culprit."

Rogue snorted. "Fer once, Ah agree with Princess, on this one."

Jean nodded. "We'll all have to keep our eyes open; if anyone spots something unusual, inform the Professor as soon as you can," she agreed. Nodding, the others promptly headed downstairs, while Scott and Jean headed down the hall, to find the stragglers. "So, who are we missing?" Jean asked.

"Mark and Tinya, Ron, and Evan," Scott answered, before sending an appreciative gaze her way. '_And you look amazing, by the way._'

And she really did; Jean had decided on a long, slim, dark-red, strapless evening gown, which only accentuated her fair skin and ruby hair, the latter of which was done in elegant waves. All things considered, she was a _vision…_

Jean mentally giggled. '_Flatterer._'

Glancing into Tinya's room, they found no trace of their Bgztllian teammate…which prompted them to check Mark's room; as expected, Tinya, clad in a slim, black-and-white spaghetti-strap-style gown, was helping Mark adjust his tux's bow-tie. "_There,_" Tinya said with a smile, as she applied the finishing touches. "All done!"

Mark smiled. "_Thank you, Tinya,_" he replied. "_Now that I am aware of the proper procedure for tying one of these, I should require less assistance in the future._"

"I'm glad," Tinya replied, "although, I wouldn't, you know…_mind_ helping you in the future."

Mark's smile turned sheepish. "_Nor would I._"

Jean quietly chuckled. '_Oh, those two are just too __**cute.**_' Aloud, she said, "Okay, you two! We need to get going!"

Both Mark and Tinya instantly took on a "deer-in-the-headlights" expression. "O-Oh, r-right!" Tinya stammered. "Sorry!"

Mark quickly nodded. "_We will await you in the X-Van; my apologies for the delay._" With that, they both hurried downstairs.

'_Okay, then; two down, two to go._' Looking back into the hallway, Scott called out, "Hey, Ron! Come on, Williams, it's time to go!"

"Yeah, yeah, I'm coming," Ron groused as he walked out of his room, putting the last touches on his tie, before switching on his inducer, concealing his scaled hide. "I still don't see why we _all_ have to go; I _hate_ putting on these darn monkey-suits."

"Amen to _that_, Fishy," Evan grumbled, as he walked into view, in his own tux, his bony armour creating irregular bumps under the cloth. He was followed by Ororo, clad in a slim, silver-coloured gown. "I'd like to know _who_ thought it was a good idea to stick me in one of these things."

Ororo softly chuckled. "Now, Evan, you _know_ that this is Alison's big night," she chided. "And the Professor _did_ have that tuxedo specially made out of more durable material…"

Evan sighed, as he and his aunt headed to the X-Van. "Yeah, yeah, Auntie O; I get it."

As he spotted the Professor and the others approaching, in their own formal wear, Scott looked grave. "Professor, are you sure you should be going?" he asked. "We still don't know who the target of the hit is; for all we know..!"

"Scott," the Professor soothed, "if the target _is_ me – and in all likelihood, it may _not_ be – then staying away will simply force our would-be assassin to take another shot, one which we may _not_ know about."

Hank nodded. "Tonight, we will have an opportunity to apprehend this miscreant; we shouldn't pass it up."

Jean sighed. "Okay, but we _don't_ have to like it."

At that, Raven, in her usual, auburn-haired disguise, chuckled grimly. "No-one's saying you do."

Tugging at his tux's collar, Logan grimaced. "If this loon _is_ after you, Chuck, both you _and_ Diva had damn well better _appreciate_ this; I ain't puttin' this damn monkey-suit on, _again._"

Next to him, Madelyn, clad in a dark violet gown, softly chuckled. "Well, _that's_ a shame," she cooed.

Sensing Jean's growing unease, Scott quickly piped up. "Well, we'd better get moving; we wouldn't want to disappoint Ali!" With that, he ushered Jean towards the stairs, heading for the X-Van, followed by their instructors, to head to Ali's big night.

XXXXXXXX

_New York Opera Hall_

By the time the orchestra had begun its introductory recital, the opera hall was nearly filled to the brim; opera patrons, dignitairies, and all manner of glitterati had come to see the performance of the legendary opera diva and the pop-music industry's princess…which could easily turn into the biggest panic in recent history, if the League's intel was true.

'_Okay, Alison; no pressure._'

As she hazarded a discreet peek from behind the curtains, Alison, clad in the midnight-blue, spaghetti-strap-style gown she'd chosen for the evening, felt her nerves start to fray as she saw the size of the crowd, both from the fact that it was easily the biggest and most important concert of her life…and the fact that _any_ of those people could be the target. Fighting down her anxiety, Alison quickly swept the audience with her vision, and found nothing out of the ordinary; wherever the assassin was, she couldn't see him. With a worried sigh, Alison stepped back from the curtains, and headed for her dressing-room. Hopefully, the others were having better luck…

"_Boy Scout to Nightingale; you there, Ali?_"

Suppressing a gasp of surprise, Alison's hand went to the small earpiece in her left ear. "Nightingale here, Boy Scout," she whispered back. "No sign of our perp; any luck on your end?"

"_Negative, Ali; Web-Head, Green Giant and I are keeping watch on the audience, while Sherwood Forest is covering the rooftops, but we haven't found anything._"

Alison looked stricken. "Do you know who the target is?"

"_Nope; whoever ordered the hit is keeping quiet._"

"Great," Alison sighed. "Is it possible to evacuate the Hall?"

"_No good, Nightingale; we tried alerting security, but they ignored us, not that I can really blame them, as we don't know who the target is._"

Alison groaned. "So we have an entire audience of people who _may_ have a bullet with their name on it," she lamented. "Terrific."

"_Tell me about it._"

"So, what do we do, now?"

"_We stick to the plan; chances are, this guy's going to make his move after your performance, when the applause will provide cover. We'll all have to be especially watchful at that time._"

Alison nodded. "I'll keep my eyes open."

"_Good,_" Clark said. "_Oh, and Ali?_"

Alison blinked. "Yeah?"

She could hear the smile in his voice. "_Break a leg, taushi. Boy Scout out._"

Alison couldn't help but smile as she switched off her earpiece, before walking into her dressing-room…where her smile grew as her eyes took in the beautiful bouquet of roses left for her, with a card bearing a simple message: "_Knock 'em dead, beautiful. Kal._" Walking to the bouquet, Alison picked up one rose, and inhaled deeply, savoring the sweet fragrance…

"Ooh, it looks like someone still has it bad for you!"

Alison's eyes went wide with surprise as she turned around…to find none other than her old wardrobe manager, clad in a stylish tux, his short black hair expertly brushed to one side. "_Febrise!_" Alison exclaimed, beaming as she darted over to hug him. "Oh my gosh, I don't believe it! What are you doing here?"

Febrise laughed. "Oh, like I was going to miss our little Ali's moment in the sun!" he exclaimed. His megawatt smile then faded into a pout. "To be honest, I almost didn't come; I didn't know if I could forgive you."

Alison felt her own smile collapse. "Febrise, if this is about me keeping my being a mutant a secret for so long…"

"Oh, _pish!_" Febrise scoffed. "You think I'm upset about _that?_ Honey, considering what you and your friends went through, last year, _and_ the fact that it took me almost half my life to come out of the closet, I am in _no_ position to judge."

Alison blinked. "But…then why.."

Febrise looked utterly _dismayed._ "_How_ could you have lived with that _gorgeous_ hunk of a Kryptonian for so long, and not _tell_ me?!"

Alison was _barely_ able to keep herself from _laughing._ "For starters, Febrise, I didn't think you'd _believe_ me," she replied. "Secondly, even if I had, he plays for the _home_ team." '_And __**how…**_'

Febrise wilted. "_Darn._"

Alison softly chuckled. "And finally, at the time, Big Blue needed to keep a low profile, and we _all_ know that you're an incorrigible gossip: tell _you_ anything, and it'll be all over New York faster than you can say 'spill the beans'!"

Febrise sighed. "Guilty as charged," he admitted. "I _suppose_ I can forgive you."

Alison giggled. "Good to hear."

Febrise's megawatt smile quickly returned. "Now, then, as long as I'm here, why don't I give you a quick touch-up, sweetie? You look _stressed._"

Alison sighed. '_Febrise, you don't know the half of it…_'

XXXXXXXX

"Damn monkey-suit…I still can't believe you talked me into this, Chuck."

As he and the other instructors took their seats, Charles softly chuckled. "It won't be for _too_ much longer, Logan; Alison and Diva Corazon should be on in a few minutes."

Logan scowled, absently tugging on his tux's collar. "Yeah, yeah…" he groused. "Twist the knife a bit _more_, Chuck…"

"Oh, _hush_, now!" Madelyn chided, from her seat next to him. "This is an important night for Alison; the _least_ we all can do is show our support." Slyly smiling, she looped her arm through his elbow. "Besides, isn't it nice to get out of the Institute for a while?"

Logan arched an eyebrow, as his expression became somewhat trapped. "Uh…yeah, sure."

As he glanced to the left, Hank happened to notice Ororo's slightly nervous expression. "Is everything alright, Ororo?"

Lightly smiling, Ororo nodded. "I'm fine, Hank," she answered. "I'm just…waiting for my date."

To Hank's right, Raven's widened in mild surprise. "Your date?" she asked. "May we ask who?"

Ororo was about to reply when a calm, stately voice interrupted her. "Forgive me for being late, Ororo; state affairs delayed me."

Startled, Ororo turned to her left, her smile instantly becoming radiant as she saw the tall, stately-built African man, clad in a multicoloured traditional robe over his tuxedo, his short brown hair covered by a traditional skull-cap. "Think nothing of it, T'Challa," she replied, her eyes shining. "I'm just glad you could make it."

The King of Wakanda smiled back, taking her hand in his. "How could I _possibly_ pass up a chance to see you?" At that, Ororo lowered her gaze, to hide the blush that was rapidly spreading across her face.

"It's good to see you again, Your Majesty," Charles greeted. "I trust things are well?"

"As well as one can hope, Professor," T'Challa replied. "Wakanda was fortunate in that it was spared most of the stigma of mutants' 'revelation,' months ago." He quietly chuckled. "Perhaps having a king whose abilities fall beyond the realm of 'normal' made my people more understanding."

"Well, that's a relief," Hank joked. "Might we ask what brings you to our shores?"

T'Challa sighed. "The same thing that brings me here, most often, I am afraid," he answered. "I came to America a week ago, to discuss what I _thought_ were simple trade relations; in the past, I had been able to reach agreements with Wayne Enterprises Biomedical Division in allowing some of their physicians to visit Wakanda for an exchange of information, and I thought a similar deal could be reached…"

Ororo sighed, as she instantly understood. "…but they were interested in only vibranium."

"Precisely." T'Challa's expression turned somewhat sour. "Young Lex Luthor was most insistent of all; I foolishly agreed to trade a _small_ amount of vibranium months ago – you are familiar with the result."

Charles nodded. "The Lexo-Skel."

Logan grimaced. "Hate to see what that thing'd be like with a _lot_ of the stuff."

"Indeed," T'Challa agreed, as a slight frown crossed his face. "I suspect that he may be attending this event to persuade me to reconsider."

"Not necessarily," Ororo gently corrected. "Lex _is_ a friend of ours, T'Challa; he _could_ just be here to support Alison."

T'Challa's frown faded. "I hope so, Ororo," he said, "for _both_ our sakes."

"Professor Xavier?"

Glancing up, Charles saw none other than Clark, in his reporter persona, walking by, followed by Peter. "Ah, Mr. Kent, Mr. Parker," he greeted, "hard at work for the Bugle, I take it?"

"Yes, sir."

Peter nodded, as he quickly snapped a few photos. "With _two_ stars on stage, tonight, ol' JJ wasn't about to let this pass."

Clark happened to glance to T'Challa, and his eyes went wide. "Are…a-are you..??"

T'Challa nodded. "And you are..?"

Clark quickly bowed. "C-Clark Kent, Daily Bugle," he stammered. "Y-Your Majesty, _sir_, it's…it's an honor!"

T'Challa calmly raised a hand. "Be at ease, young man; tonight, I am but an opera patron, as any other." He suppressed a wry smile. "Much to the chagrin of my security detail," he finished, gesturing to the four suit-clad African men sitting ahead of him and behind him.

"O-Of _course!_" Clark said quickly. "M-May I ask what brings you here?"

T'Challa softly chuckled. "Why, certainly," he answered, as he took Ororo's hand. "This enchanting woman sitting next to me brought me here." At those words, Ororo's blush returned in full force.

Peter suppressed a grin. "I think that's our cue to leave, CK."

"Ah. Right." Clark's expression turned sheepish. "Well, we won't bother any of you, ant more; enjoy the performance!" With that, Clark and Peter promptly headed on their way.

Ororo suppressed a laugh. "It's nice to see that _some_ reporters can actually _respect_ privacy, isn't it?"

As she glanced towards Ororo and T'Challa, Raven quickly looked away, trying to suppress her saddened expression; she had to keep an eye out for the would-be assassin – she had no time to worry about such things…

'_There's no reason you can't do two things at once, Raven._'

As she heard the familiar mental voice, Raven quickly looked around, her gaze happening to fall on the tall, stately man next to her…with a single ruby eye, which quickly turned blue. '_J'onn?_'

The man's smile confirmed it.

Raven managed a smile. '_We've got to stop meeting like this._'

J'onn arched an eyebrow. '_Why?_'

Raven quickly fought down her ensuing blush. '_Any luck on locating our perp?_' she thought.

J'onn was swiftly all business. '_I'm afraid not; Beacon hasn't detected any more chatter, and Clark's ears aren't picking anything up._'

Raven sighed. '_Well, if I were him, I'd keep my eyes to the rafters; with this kind of layout, they'll provide the best cover and escape-route._'

'_Duly noted,_' J'onn sent back. By then, the orchestra was finishing its warm-up; in minutes, the concert would start. '_Well, I hope you enjoy the evening, Raven._'

Raven smiled. '_Same here,_' she answered, '_but I somehow doubt it._'

XXXXXXXX

Several rows up from where their instructors were seated, Scott, Jean, and all the others sat, waiting for the concert to begin, while _also_ keeping their eyes open. Glancing down, Rahne arched an eyebrow. "Who's that with Ms. Munroe?"

Following her gaze, Lance arched an eyebrow. "Hey…isn't that..?"

Kitty smiled, and nodded. "I think it is," she agreed. "It _has_ to be King T'Challa."

Lila blinked. "_Who?_"

"He's the King of Wakanda," Evan explained, "and he's Auntie O's old flame from back in the day."

Tabitha arched an eyebrow. "_Wow_, way to go, Miss O!" she exclaimed.

Anita rolled her eyes. "As interesting as this is, don't we have _other_ concerns?" she asked.

"A _very_ good point, LeRoux; best leave His Majesty alone – take it from someone who knows."

At the sound of that voice, Anita's eyes narrowed crossly as she glanced to her left. "Luthor."

Sitting in the seat next to Anita, Lex grinned. "Hey, guys," he greeted. Gesturing to the red-haired young lady sitting next to him, he added, "Lana, these are the X-Men and X-Force; guys, this is my girlfriend, Lana Lang."

Lana smiled pleasantly. "It's a pleasure to finally meet you all."

"Likewise," Scott replied. "So, what brings you here?"

Lex shrugged. "Well, seeing that it's Ali's big night, I thought it'd be rude not to show up."

Lana half-frowned. "Is that the _real_ reason?" she prodded.

Lex's smile turned sheepish. "I guess not," he admitted. "Earlier this week, I met with His Majesty to try and convince him to trade a bit more vibranium than last time."

Jean suppressed a chuckle. "Let me guess: it didn't go well."

"Afraid not." Lex sighed. "I was _going_ to use this opportunity to try and talk to him…but something tells me that Ororo wouldn't appreciate that."

"No kidding," Bobby agreed.

Placing her hand on Lex's arm, Lana spoke up. "Would you excuse me, Lex? I just need to go freshen up." With that, she stood up, and headed out of the auditorium.

With Lana gone, Lex looked to Scott. "Okay, guys; what's the situation?" he whispered.

Scott arched an eyebrow. "Come again?"

"You had the same look that the big guy always got when trouble was brewing," Lex said. "I know you weren't going to say anything in front of Lana, but you can level with me; what's up?"

Scott quickly glanced to Jean, who nodded, before turning back to Lex. "The League has reason to believe that there's a hit scheduled for tonight," he whispered. "We don't know who is it, yet, but it could happen at any minute…"

Lex's eyes widened. "Yikes."

"No kiddin'," Remy agreed. "_Knew_ somet'ing was gon' happen t'day; knew it de _minute_ Remy got dat feelin' in 'is bones…"

"_Your premonition may prove correct, Remy,_" Mark reported. "_My thermal sensors are detecting anomalous heat-signatures in the scaffolding above us._"

Tinya's eyes went wide. "Could it be the assassin?"

"_Unable to determine._"

Scott's eyes narrowed; if they moved now, and it was a false alarm, they could spook the _real_ assassin into fleeing, or worse. "Can you alert Kal and the others?"

"_I will try._"

As Mark switched on his wireless transceiver, Scott and the others could only watch as the curtain started to rise; Scott felt his teeth start to grind, hoping that Kal and the others could find the target in time.

Otherwise, Alison's performance was going to end in a _real_ blowout.

XXXXXXXX

_A few minutes earlier_

After Febrise had finished his touch-up, Alison quickly hurried out of her change-room, heading back to the stage; it was minutes from show-time, and they still had no leads…

"_Boy Scout to Nightingale._"

As she stepped on stage, behind the massive curtain, Alison's eyes went wide at Clark's hail. "Nightingale here," she reported in. "Find anything?"

"_Not yet, but we think we know who the target is. A few days ago, Beacon intercepted some unusual chatter heading to and from Kasnia; we didn't think much of it at the time, but whoever it was used the same signal as our assassin. We haven't identified the other party, yet, but what we decoded seems to indicate that someone in the Kasnian Royal Family is being targeted._"

Alison gasped. "The King of Kasnia and his daughter are in the audience, tonight..!"

"_Bingo,_" Superman answered. "_I admit, it's not the best lead, but right now, it's all we have._"

Alison nodded. "Have you warned the King and Princess?"

"_We're trying to get through to them, but we're not having much luck,_" Superman said. "_We're going to have to catch whoever it is in the act._"

"Looks like it," Alison agreed. "I'll be sure to keep my eyes open."

"_Same here, taushi; like I said, break a leg!_" As the transmission ended, Alison could only sigh to herself. '_It's never easy, is it?_'

"Is this something I should worry about, _bambina?_"

That soft, Italian-accented voice held a kind tone, but it made every cell in Alison's body _freeze_; slowly, she turned around…

The woman standing behind her was tall, built with the same sort of classical elegance that the _Venus de Milo_ had been built with, her lightly bronzed skin showing very little of her sixty-something years; it was the kind of graceful aging that Alison had _dearly_ hoped she'd have at that age. Her long hair, woven into a bun, was a shimmery ebony, with faint streaks of silver woven through. She had opted for a long, slim, black gown, iridescent as crow's feathers, which complemented her deep, ebony eyes, which shone like her kind smile, accentuating the laugh-lines that creased her face.

Diva Viola Corazon. The woman who had ultimately inspired her career.

Alison couldn't speak.

Viola's smile grew. "Well?"

Alison had always prided herself on being _relatively_ level-headed – keeping cool under pressure was an unspoken requirement of living at the Institute, to say _nothing_ of the times she and the others had helped the League – but now, standing before the woman who had inspired her, Alison's brain simply _stalled._

Her _mouth_, on the other hand, was in full working order.

"O-Oh my _God!!_ D-Diva Corazon, I-I'm so honoured to finally meet you!! I've followed your career since the beginning; you were the reason I _wanted_ to start singing! I-I _never_ in my wildest dreams ever thought that a singer of _your_ caliber would _ever_ want to perform on the same stage as me..!"

Suddenly, she found herself silenced by Viola's fingertip on her mouth. "Oh, hush, child. You're making me feel old," she chided. Arching a silken eyebrow, she continued, "From what I gather, this is something that you were looking forward to?"

Alison quickly nodded. "Ever since I heard about it."

"Then what is upsetting you, _bambina?_"

Alison winced; she'd nearly forgotten – Diva Corazon was going to be on _stage_ with her…which put her in as much danger as Alison. '_Stupid, stupid, stupid!_' "Well, Diva Corazon…just a few hours ago…my friends and I…found out something." At Viola's quizzical expression, Alison promptly started to explain the situation to her.

When she had finished, Viola's expression was one of mild horror. "My word…I know I had hoped to retire with a bang…but, _Dio mio_, I did not mean _literally…_"

Alison looked stricken. "I-I'm so sorry that we dragged you into this, Diva Corazon; we _tried_ to find the culprit before the concert started…"

Viola shook her head. "There is no need to explain, Alison; I would not even know where to _begin_ dealing with a crisis like this."

That made Alison feel a bit better. "We think that whoever it is will strike just as we finish our first duet," she explained. "I and the others will be watching for them, so if I signal you to hit the dirt…"

"…I will do so," Viola finished. Just then, the sound of the orchestral overture filled the air. "Well, I suppose it is time."

Alison nodded. "The show must go on." With that, the curtain started to rise.

The stage was dark at first, allowing Viola and Alison to take their places on opposite ends of the stage. Seconds later, one spotlight shone down on Viola, as the legendary Diva started her aria, her deep, sonorous voice echoing through the enraptured silence of the opera hall, her native tongue sounding all the more harmonious spoken in her dulcet tones. After several _very_ short minutes, the light over Viola faded, prompting Alison to take a deep breath as a second light shone over her before beginning the next part of the aria, her soft, sweet voice picking up where Viola had left off.

Alison sang with every fiber of her being, trying desperately not to mess up as her eyes continually flickered over the audience; she saw Clark and Peter standing in the isles, with Clark divided between watching _her_ and keeping an eye out for their perp; she saw her fellow students in the audience, along with their instructors; glancing high to her left, she saw the King of Kasnia, Gregorio, a tall, stately, silver-haired man, clad in his white state-uniform, next to his daughter, Princess Audrina, a fairly tall, slender girl with platinum-blonde hair tied in a bun, and amber eyes, clad in a white gown.

So far, they were okay; keeping up her tune, Alison cast her gaze back towards the crowd, happening to glance upwards…

…where she spotted a single shadow, crouching low in the rafters, waiting.

Alison nearly went off-key, but was able to keep in tune as Viola rejoined the aria, prompting her to alter pitch slightly, allowing their voices to blend. Fighting to keep focus, Alison quickly sought Clark's gaze, holding it for several seconds; as he saw her look at him, Clark met her gaze, confused…

Quickly, Alison glanced upwards, then back to him, and then up again.

Clark understood instantly; he looked up, following her gaze, and saw it. His eyes narrowed, as he nudged Peter with his elbow, pointing out their possible perp. Peter nodded, as they both split up, heading out of the opera hall.

Seeing her beau and his teammate leave to gear up did little to calm Alison's nerves, as she and Viola continued their aria; she was almost relieved as the finale drew near…until she spotted the shadow start to move, taking out what _looked_ like a high-powered rifle as he started to line up a shot…with the Kasnian royals in his sights.

Finally, they hit the finale, their melody coming to a perfect ending. As they both took relieved breaths, Alison and Viola bowed to the rapidly-applauding audience, the sounds of clapping filling the opera-hall…

A sudden motion above drew Alison's attention upwards, in time to see the shadowed assassin tense…as a very faint targeting-laser shone towards the Kasnian royals, settling right over the King's heart..!

Suppressing a wave of panic, Alison quickly looked to Viola, whose proud smile soon become a look of worry as Alison discreetly motioned for her to get ready to duck. Turning back towards the rafters, Alison kept as calm as she could, trying not to jump the gun; the assassin's hand was tightening on the trigger..!

_BANG!!!_

The applause of the audience turned to screams as the shot rang out, spiralling towards King Gregorio; Alison barely had enough time to form a force-field bubble and throw it between the bullet and the Kasnian royals…causing the projectile to spang harmlessly against it, ricocheting into the wall.

Alison heard the assassin curse as she let out a weary sigh; between the hasty necessity of putting up that shield and maintaining it from so far away, she'd been mildly surprised it hadn't buckled. Her mild elation quickly faded as she saw the would-be killer draw a pair of rocket-launchers, and fire before she could get a bead on him with an eye-ray. The first rocket-propelled grenade roared through the air towards her shield, forcing Alison to fold it inwards to contain the blast…which strained it even further, causing it to break as the projectile exploded, allowing the second to roar past, heading towards King Gregorio, who was trying desperately to shield his screaming daughter..!

Suddenly, a red-blue blur darted through the air at unfathomable speeds towards the grenade, as a strong-as-steel hand shot out towards it; when Gregorio looked back, his eyes went wide as he saw Superman floating there, his hand around the neck of the rocket, holding it steady as its blazing exhaust roared, its detonator-head inches from his face. After a few long seconds, the exhaust died away, the rocket's fuel spent; instantly, Superman twisted the cap on the detonator-head, lifting it away to expose two wires, red and blue. With two surgically-precise eye-rays, he severed them, disarming the projectile.

As another curse echoed through the air, Superman looked towards the assassin, his eyes narrowing in both fury and recognition, as he fired a _third_ eye-ray, which lanced through the assassin's shoulder; the killer howled in agony, before he started cursing enough to make a _sailor_ blush…as he tossed two grenades into the rafters, blasting them apart and sending debris raining down on the panicking crowd…

Darting towards the debris, Superman caught the largest pieces, stopping their fall before tossing them safely aside; on the ground below, Jean quickly reached out with her TK, stopping the smaller pieces. As she pushed the debris to the side, Jean turned to see a sparking electrical cable swing towards her…but before she could even react, it was knocked away, pinned to the wall by a jet-black, razor-sharp knife. Turning, Jean was in time to see T'Challa close the folds of his robe, concealing his knife-belt. "Thanks," she said. T'Challa simply nodded.

Glancing back up, Superman scowled as he saw that the assassin was gone. "Siryn, Spike, Nightcrawler, Leap, get Power Girl and 'port to the roof as soon as you can; J'onn, Web-Head, Arrow and I will head this guy off! We'll need everyone else to do crowd-control! _Move!_" With that, he darted off, followed closely by J'onn, who had transformed and taken to the air after him, while the others scrambled to follow.

XXXXXXXX

"_Shit, shit, SHIT!!!_"

Deadpool's foul mood hadn't lessened even _slightly_ as he half-ran, half-stumbled onto the roof, his hand covering the blackened tissue from where Superman's ray had seared through his shoulder. '_Stupid boy-scout…those peeper-peashooters of his HURT!!_'

In seconds, his healing-factor _finally_ started to close the wound, but that didn't help Deadpool's mood; the damn alien and his sucker-squad had messed up his work.

_Again._

Stretching his arm to work out the soreness, Deadpool quickly looked around, trying to spot the cavalry. '_Damn spooks…they'd better not bail on me just 'cause of one little screw-up..!_'

_Splat!_

Deadpool howled in fury as a glob of webbing splatted across his face, tearing it off just in time to see the newest member of the Kryptonian's little glee-club drop down, hanging upside-down by a web-strand. "News flash, pal," Spider-Man quipped, "this shindig is by invite only…and 'gun-toting masked psychopath' isn't even _close_ to making the dress-code."

Snarling, Deadpool drew his twin Uzis. "Yeah? Well, guess what, bug-boy? _Splatted spider_ ain't in the code, either!!"

Quickly retracting his line, Spider-Man darted upwards, evading Deadpool's shots, before somersaulting to the side, firing two web-lines, snagging his weapons and yanking them away. Deadpool started to draw a grenade, but he was quickly subdued as a green arrow shot towards him, its tip expanding into a net, which pinned him to the ground. "Give it up, Wilson," Green Arrow ordered, stepping into view as he fitted another arrow to his bow. "It's over."

"Fat chance, Robin Hood!" Deadpool sneered, drawing a knife and cutting himself free, before lobbing a grenade towards Arrow, forcing him to dodge to the side. Turning, Deadpool lobbed another explosive towards Spider-Man, but _this_ time, the grenade stopped in mid-air, before shooting straight up, detonating harmlessly, as the Martian Manhunter turned visible right behind Deadpool, sending him flying with a TK-pulse.

Deadpool groaned as he got to his feet. "Nice trick, space-man," he groused. "Bet you're a hit at Halloween parties!"

J'onn didn't take the bait. "You are beaten, Wade Wilson," he said. "Who are you working for?"

"What? I can't do this kinda thing just for kicks?"

J'onn's eyes started to glow. "Try _not_ to think of who hired you."

"No problem!" Wade crowed. "But don't bother tryin' that Martian-mind-trick on me, Greeny! There are days when not even _I_ can get stuff outta my noggin!"

After several seconds of trying to sift through Deadpool's chaotic thoughts – and getting nowhere – J'onn frowned. "Regardless, we are taking you in."

Deadpool laughed. "He don't know me very well, do he?" he chortled, as he drew another grenade, lobbing it at J'onn…

The explosive was in mid-arc when a familiar red-blue blur darted by, snatching it out of the air, where it exploded to the side; when the dust cleared, Deadpool suppressed a gulp as he saw a slightly-sooty, cross-looking Superman standing there, the remnants of the grenade in his clenched fist. Turning, Deadpool ran for the edge, trying to make a break for it, but he was blinded by a sudden flash of light, which deposited Siryn, Spike, Nightcrawler, Power Girl, and a tired Leap in his path; he was surrounded.

"Oh, _crap._"

Superman's eyes narrowed. "You've got nowhere to go, Wilson," he warned. "You've got nowhere to go."

For a moment, Deadpool was silent…until the whirring of rotor blades filled the air. "Sorry, junior; cavalry's here!"

Superman heard the sound seconds before Deadpool did. "Everyone, _scatter!_" he shouted…before a Stinger missile took him square in the chest, knocking him back, as a jet-black assault helicopter dropped out of the clouds, hovering above the rooftop. Six cables dropped down from the chopper, allowing six black-clad, heavily armed goons to descend, taking up defensive positions around their comrade.

Deadpool chortled. "_Took_ you guys long enough!"

The mercenaries made no reply; they simply opened fire, allowing Deadpool to head to the chopper, and start climbing up one of the ropes. Quickly, Alison raised a barrier around her teammates, deflecting incoming shots, while Anita unleashed a sonic scream, blasting two goons off their feet. As they started to get back up, Spider-Man let fly with a large web-glob, which Spyke pierced with several bone-darts, causing it to spread out into a net, pinning them to the ground.

Two more goons tried to outflank Alison's shield, but they were driven back by Green Arrow's shots, right into the path of Kurt's 'port, allowing the blue-furred youth to kick the weapons right out of their hands, which also stalled them long enough for Lila to 'port in and slam them into unconsciousness with a split-kick. A third thug started to close on Lila, letting off a few rounds, forcing her to duck, but he was quickly knocked aside by one of Anita's spell-bolts; with her target neutralized, Anita smirked to herself, folding her arms…oblivious to the last thug drawing a bead on her from behind..!

"_LeRoux!!_"

Anita's eyes went wide as she turned in time to see her would-be attacker get blasted by a hard-light flare, knocking him out cold. Spotting Alison's shield momentarily dropping, the chopper-pilot opened up with the machine-gun, forcing Power Girl to cover them, again. Anita scowled. "_Brilliant_ move, Blaire."

Alison glared at her. "Well, _excuse_ me for trying to save your spoiled little butt, just now!"

The machine-gun barrel continued to spin, spitting out lead…until it suddenly stopped, as J'onn grabbed hold of it with his TK, ripping it off of the chopper. By then, Deadpool had scrambled into the cockpit. "_Get me the hell OUT of here!!_" At once, the helicopter started to climb…but it stopped, as _something_ started to pull down on the chopper, holding it in place; snarling, Deadpool looked down…and saw the recovered Superman, casually holding the chopper by the tail-fin.

Superman glared at him. "Parking lot's _that_ way, Wilson."

Deadpool bit back another curse, before he laughed insanely. "No can do, kiddo!" he crowed, darting to the control-board and hitting two buttons; instantly, two more Stingers shot out of the launcher, heading into the city. "_The handicapped section's ALREADY full!_"

His eyes widening in horror, Superman let go of the chopper. "J'onn, with me!!" At once, he darted after the missiles, followed by the Manhunter. As soon as he was in range, J'onn telekinetically grabbed one missile in mid-flight, before ripping out its detonator, and then rendering it down to its most basic components, depositing them in an empty lot for the bomb-squad below. In seconds, Superman had caught up with the other missile; darting ahead of it, he grabbed the nose-cone, and pushed up, altering its trajectory and sending it skyward, to explode harmlessly. As he let out a relieved sigh, Superman glanced back towards the opera hall…and saw no sign of the chopper.

Deadpool had escaped.

By the time Superman and J'onn returned to the opera hall, all the others had gathered outside the main entrance. Watching the audience leave, Alison sighed. "Well, I _did_ say I wanted a blowout."

Anita frowned as she watched the police lead the captured thugs away. "Perhaps if someone had thought to chase that helicopter, this crisis might be over."

Alison's eyes narrowed. "_Forgive_ me for trying to make sure my friends were okay."

Sensing an impending argument, Charles raised his hands. "Alison, Anita, please," he soothed. "This won't solve anything."

"The Professor's right," Scott agreed. "Deadpool lost his chance, and the Kasnians are okay; we won."

"Indeed," T'Challa concurred. Turning to Ororo, he smiled and kissed her hand lovingly. "As always, Ororo, an evening with you is _never_ boring." To the others, he lightly nodded. "It was good to see all of you, again."

Superman politely bowed. "It was good to see you, as well, Your Majesty." He smiled sheepishly. "I only hope that this little incident didn't put you off any future visits to our shores."

T'Challa politely laughed. "No, no; my talks with your government did that, already."

Bobby chuckled. "Well, you can't argue with him, there."

Chuckling, T'Challa lightly bowed, and headed off, flanked by his security detail, as Jamie's inquiry broke the silence. "Can we go home, now? I've had _enough_ opera for one day."

Green Arrow chuckled. "Took the words _right_ out of my mouth, kiddo…"

"My _hero!!_"

Green Arrow was cut off as a white blur darted towards Superman, taking him completely by surprise; lookng down, Superman's eyes went wide as he saw none other than Princess Audrina latched onto his arm. "You saved me!!" Audrina squealed. "How can I _ever_ repay you?"

Superman's face nearly went as red as his cape. "P-Princess Audrina…"

"_Audrey,_" the girl corrected, batting her eyelashes at him. "You've _more_ than earned the right to call me that…any time you _want._"

At that, Audrey took out a pen, and started to sketch a phone-number onto Superman's palm. Spider-Man just chuckled. "Big Blue, you _lady-killer_, you," he quipped.

'_Not funny, Parker!_' Superman thought, his expression growing mildly panicked as he saw Alison's semi-murderous glare. "R-Really, Princess, that's not necessary; it was a _team_ effort!" He sent Alison a helpless smile. "If anything, you should be thanking Power Girl; _she's _the one who made the initial interception!"

Alison's glare slightly lessened, but not by much. "As you said, it was a team effort."

Audrey smiled slyly. "I'm sure you _could_ have done it yourself, if you'd wanted to…"

"_Audrina!!_"

At that commanding voice, Audrey sighed forlornly, releasing Superman's arm and walking to her father's side, as Gregorio suppressed a look of annoyance, maintaining his austere expression. "I apologize for my daughter's behaviour," he said. "I trust you were not offended?"

Superman shook his head. "Not at all, Your Majesty; we're just glad both of you are safe."

"Of course." Gregorio's expression didn't change. "In that case, we will not keep you. Audrina, come along."

As her father started to walk off, Audrey waved good-bye to Superman, quietly mouthing 'call me,' before following her father.

Superman suppressed a gulp. "Okay…"

Roberto snorted. "So much for gratitude."

"He's hidin' something," Logan muttered. "I can smell it from here."

"I agree," J'onn said. "He was most certainly trying to keep something hidden; his levels of anxiety confirm it."

"Could they be targeted, again?" Jean asked.

"It is possible."

Alison groaned. "_Great._"

Superman shrugged. "Well, let's just hope that whoever hired Deadpool got the message."

Madelyn shook her head. "I hate to tell you this, honey…but they almost _never_ do."

XXXXXXXX

_Undisclosed location_

Within minutes of ditching Superman and his fellow do-gooders, Deadpool's chopper finally arrived at his benefactors' base; once he had disembarked, Deadpool was promptly led into a large chamber, lit only by the myriad computer-consoles lining the walls. Frowning, Deadpool looked around, trying to spot his employer…

"You failed, Wilson."

The voice was definitely human, but it had an almost computer-like monotone that creeped Deadpool out. "Minor setback," Deadpool answered. "Just give me a couple days; I'll have His Royal Pain-in-the-Highness in the ground faster than you can say..!"

"No need, Wilson; we have a new assignment for you," the voice said.

Wade was certain that it was coming from the left. "Mighty nice of you; what's the job?"

"After this little debacle, no doubt that His Majesty will begin to pry further into our affairs," the voice stated. "We merely require you to remind him that doing so will have dire consequences…for his _family._"

Deadpool instantly got it. "I _like_ the way you think, Mr. Big Giant..!"

"_Wilson._" The voice cut him off. "We opted to reassign you due to your reputation…but now we are wondering if we miscalculated." The voice grew colder. "It would be wise for you not to make us doubt our computation."

Deadpool's eyes narrowed. "You want the job done right. Got it."

_Finally_, Deadpool caught sight of a pair of glowing yellow eyes glaring at him. "Good," the voice answered. "It is unwise to cross AIM; remember that."

Deadpool nodded, but his thoughts were quite different. '_Right back at ya, pal._'

XXXXXXXX

_Xavier Institute, February 11_

'_Just when I think I've gotten used to this place,_' Bridget thought, slightly nervous, '_it throws me for a loop._'

Her thoughts were little comfort as the elevator took her deep into the bowels of the Institute, into the lower levels where the X-Men and X-Force trained. She'd arrived just a few minutes ago, and asked Ororo where she could find Clark; Ororo had promptly directed her to the "Danger Room" level, where Clark, Scott, Logan, and the new instructor, Madelyn, were overseeing a session for Alison and Anita.

Bridget didn't know what unnerved her more: the idea of a "Danger Room"…or the fact that her niece and her rival were in it at the same time.

Emerging from the elevator, Bridget headed into the main control room, where Superman, Cyclops, Wolverine, and Madelyn were, looking down at Power Girl and Siryn's session. "Well, this could certainly end in disaster."

Looking up, Superman smiled nervously. "That's what _I_ said."

"Too bad, Flyboy," Wolverine said. "Diva and Her Highness have been buttin' heads, all week; this oughtta fix that."

Bridget arched an eyebrow. "By letting them pound on each other?"

"Of course not!" Madelyn exclaimed. "They're hitting _targets_, not each other."

Glancing down, Bridget saw that, as Madelyn had said, both girls were blasting targets, while evading the Room's defences; striking one target with an eye-ray, Power Girl darted clear of a bladed disc as it flew at her, flying towards another…only to miss, as her fist passed through where the target _had_ been, before Siryn's spell-bolt destroyed it. Siryn quickly 'ported herself to another pair of targets, smashing one with a spell-blast, and then lobbing another at the second…but it missed, as Power Girl flew towards the target at super-speed, cannonballing herself through it before Siryn's bolt connected. As Power Girl touched down, both she and Siryn found themselves surrounded by laser-turrets; thinking quickly, Power Girl generated a dozen hard-light holograms of herself, confusing the turrets and allowing her to dart behind them and incinerate half of them with a sweeping eye-ray, while Siryn snapped her fingers, destroying the remainder with a cascade of mystic explosions. The threat neutralized, both girls glowered at each other momentarily…and then darted in opposite directions, searching for more targets.

Cyclops gulped. "Refresh my memory: _why_ did I think this was a good idea?"

Madelyn smiled. "Now, Scott, this should help those two vent their anger," she answered. "That, or drive them to the brink of homicide." She shrugged. "Either way, it should be fun to watch."

Wolverine snorted. "Woman, you've got one twisted sense of humour." He half-smiled. "You're _my_ kind of people."

Madelyn beamed. "Why, Logan, you'll turn a girl's _head_ with talk like that!" Glancing to the console, she then switched on the mic. "Time's up, ladies; excellent work!"

As the Danger Room shut down, Power Girl and Siryn, smudged with soot and daubed with hydraulic fluid, made their way back to the control room, half-staggering through the door. "You…are, without a doubt," Siryn huffed, "_the_ most…_annoying_ twit that I have…_ever_ encountered!"

"Back…at you!" Power Girl puffed. "Scott?"

Cyclops looked stricken. "Sorry, girls; you tied, again."

Bridget's eyes went wide. "_Again??_"

Wolverine nodded. "This is their tenth time through."

Bridget frowned. "Isn't that a bit much?"

"Actually, it was _their_ idea," Madelyn admitted, "although, I think that ten times is _certainly_ enough."

Bridget nodded. "As would most people."

Glancing to her aunt, Power Girl managed a weary smile. "So what brings you here, Auntie?"

Bridget shrugged. "Just needed to see if there was any truth to the rumors."

Cyclops blinked. "What rumors?"

Bridget fixed Superman with a mildly annoyed glare. "Apparently _someone_ was seen canoodling with a certain Kasnian princess, last night."

Superman nearly choked. "_W-What?!_"

Alison's eyes narrowed. "Do tell."

"That's the rumor," Bridget said. "I just needed to hear _your_ end of it; care to comment."

"T-That's _absurd!_" Superman cried. "I only just _met_ Princess Audrina, that night! The only time our paths crossed was when she wanted to say thank-you!"

Wolverine chuckled dryly. "She wanted to do a _lot_ more than that, Flyboy."

Superman paled. "I-I would _never..!_"

Bridget laughed, before she playfully ruffled Superman's hair. "Oh, hush, you silly boy," she teased. "I know you'd never do that!"

Superman let out a relieved sigh. "Oh, good."

Bridget chuckled. "To be honest, this rumor was more suspect than most…seeing as I traced its origin back to Audrina _herself._"

Siryn frowned. "Now _that_ I can believe."

Bridget nodded. "Now that I'm sure it's fake, I can issue a statement," she continued. "I suppose you wouldn't mind me releasing that you 'were only ensuring that Her Highness and her father were alright, and that Princess Audrina had only been expressing her gratitude'?"

"Sure…since that was the _truth._"

Bridget smiled. "Well, that settles that," she said. "I trust that I shouldn't expect any more fuel for that fire?"

"I wouldn't," Superman said. "The League hasn't picked up any more chatter from Deadpool's employer, and the Kasnian Royal Family isn't scheduled for any more big public appearances, so they may have called off the hit…"

Suddenly, Siryn's cell-phone started to ring, prompting her to answer. "Hello?" Her eyes went wide. "F-Father! F-Forgive me, I never expected to hear from…what?" Her expression turned horrified. "_What??_ Father, you don't _really_ expect me to..!" She suddenly paused, before her expression turned mildly fearful. "N-No, Father, I do not mean to disobey you; I merely thought…" There was another pause, as Anita wilted. "Yes, Father, I will notify them. Good-bye." She hung up.

Wolverine arched an eyebrow. "What'd yer old man want?"

"Father had called to inform me of a request he'd received from King Gregorio," Siryn answered. "I am to…to act as a bodyguard for Princess Audrina, who will be visiting the New York Mall, this afternoon."

Power Girl was barely able to suppress her giggles. "You mean…you're going to be her _babysitter??_"

Siryn's glower was almost as hot as Superman's eye-rays. "I wouldn't be so smug, Blaire; Papa _also_ mentioned that Audrina had requested _you_ to tag along, as well."

Power Girl's face fell. "_Tell_ me you're joking."

"If only I were."

Superman looked concerned. "Does King Gregorio think his daughter is being targeted?"

"Father did not say," Siryn answered. "I suppose it _could_ be just an overreaction from last night…"

Cyclops groaned. "Sounds like this case isn't cracked, yet."

"Apparently not," Superman agreed. "We'll have to keep an eye out for anything odd in our patrols and comm-channel sweeps."

Power Girl nodded…and then smiled. "Well, have fun, today, LeRoux!"

"Oh, _no_, you don't, Blaire!" Siryn snapped. "You are _not_ leaving me to deal with that girl alone!"

Power Girl frowned, folding her arms. "_I'm_ not the one who got threatened by a metal-skinned wacko."

Siryn gritted her teeth at the shot…and then smiled slyly. "Perhaps not," she conceded, "but if I _am_ left alone with her, I am more than certain that she'll eventually start pestering me about the dating status of a certain red-and-blue-clad someone."

Madelyn arched an eyebrow. "Oh, dear."

Superman suppressed a gulp.

"You _wouldn't_," Power Girl spat.

Siryn's smile grew. "Oh, don't worry, Blaire; I won't blab about the fact that you two are together," she said. "Of course, I'll just have to say that our dear Kal is _single._" Her smile grew. "You thought _my_ behaviour was forward, Blaire? You haven't seen _anything_, yet."

As Power Girl glared back at her, Superman quickly spoke up. "Ali, maybe it _would_ be a good idea for you to tag along; we still don't know if the Kasnian royals are out of the woods, yet…"

"_No_, Kal," Power Girl insisted, determined to end the argument here. "_Not_ this time! I am _not_ tagging along with _two_ royal brats, and there is _nothing_ anyone can say to change my mind!"

XXXXXXXX

_New York Mall, thirty minutes later_

"I can't believe I changed my mind," Alison grumbled, as she and Anita, in their street clothes, headed into the mall. She'd managed to stick by her word for a while…until Clark had reminded her that, if there _was_ a hit still out on the Kasnians, an innocent person – who _happened_ to be a spoiled princess – could very well end up dead. '_Darn Clark and his oversized conscience…_'

Plus, she wasn't _about_ to let _another_ brat start moving in on her boyfriend.

"Cease your bellyaching, Blaire; I don't like this any more than you do," Anita muttered. "Let us simply find Audrey and get this charade _over_ with."

Alison arched an eyebrow. "I take it you two don't get along?"

"Hardly."

Alison snorted. "Why? It looks to me like you'd have a lot in common."

Anita rolled her eyes. "Allow me to put this in perspective," she said. "Tell me, Blaire: what's your _honest_ opinion of me? Don't hesitate; be as brutal as you like."

Alison didn't hesitate. "You're a spoiled, snobby, bratty little Daddy's girl."

Anita wanly smiled. "That's exactly what I _thought_ you'd say," she said. "I'm glad you said that…because now you will understand _exactly_ what I mean when I say that, what I am to you, _Audrey_ is to _me._"

Alison's eyes went wide. "Oh, dear _God…_"

"Precisely."

Alison was still dumbfounded. "If you hate her _that_ much, why did you agree to this?"

Anita shut her eyes. "Because I am Latveria's Princess," she said quietly. "My duty is to Latveria. Kasnia is one of my country's largest trading partners; I will not allow my country's prosperity to be jeopardized."

Alison arched an eyebrow. "You mean Doom laid a guilt-trip on you??" she asked. "He seems more of a strong-arm-type to me."

Anita glared at her. "Say what you wish of me, Blaire, but you will _not_ disparage my father..!"

"Hey, you two!"

Alison and Anita quickly put their argument aside as they turned to greet Audrey; the Kasnian princess had exchanged her formal wear for a pair of white jeans, a light blue tank-top, and a white jacket, her platinum hair now flowing freely, her eyes now hidden by dark sunglasses. "I can't believe it!" Audrey squealed. "I'm hanging with two _superheroes!_ When the press sees _this..!_"

Anita fixed Alison with an expression that _clearly_ said '_See what I mean?_' "Why _exactly_ did you need us to accompany you, Audrina?" she asked flatly.

Audrey just laughed. "Shopping sprees are _much_ more fun with friends than they are alone, silly!"

Alison was incredulous. "You mean…you dragged us here just so we could _shop_ with you??"

"Oh, don't act so surprised!" Audrey exclaimed, linking arms with the two of them. "Now, come on! We've got bargains to find!" With that, she all but dragged them into the mall.

Suppressing a groan, Alison half-glanced to Anita; judging by her expression, she was likely thinking more-or-less the same thing _she_ was.

'_Clark had __**better**__ appreciate this…_'

XXXXXXXX

As Audrey had predicted, the very _second_ the three of them had stepped through the doors, they were besieged by a swarm of passers-by, who had recognized them and were pressing for autographs; the three girls were completely swamped…so much so that they didn't notice the solitary figure keeping his distance, clad in a trenchcoat and fedora, which hid his face from view.

Deadpool was barely able to keep himself from _hurling_ as he watched the display. '_Christ, these schmucks act like the friggin' Queen of England's dropped by, and I'M the crazy one?_' Scowling, he took out his communicator, and switched it to its wireless instant-message mode – so as _not_ to alert Blue-Boy's ears, this time – before hailing his employer. _Have target in sights, but target has escorts; engage?_

_Negative; hold until ordered. Kryptonian and team are still in proximity; are moving to neutralize._

Wade suppressed a laugh. '_Good luck with that one, buster._' _Understood._

After switching off his communicator, Deadpool scowled to himself. Even though he had time, he _still_ needed a plan to grab the little Kasnian brat, with those two do-gooder super-bitches watching her like a hawk…

It hit him like a two-ton anvil. '_Oh, I know what I'll do!_' Snickering to himself, Deadpool tiptoed away, to set his plan in motion.

XXXXXXXX

_25 miles from Kasnian airspace_

The cloudless blue skies over the open sea were a stark contrast to New York airspace as Superman flew along the coastline, finishing up his patrol of Europe, with Green Lantern not far behind. "Everything looks fine, here, John," he called back, slowing his pace to let his teammate catch up.

"Same, here," Green Lantern agreed. "Any sign of Deadpool's pals?"

Superman shook his head. "Nope; I haven't heard any trace of them on UHF or ULF. Whoever they are, they've probably gone underground."

"Swell."

Superman shrugged. "Chances are, they'll try again, eventually," he thought aloud. "We'll get another chance, sooner or…"

He stopped as his communicator started to beep. Taking it out, he switched it on. "Boy Scout, here."

"_There's someone calling for you, Kent; Xavier forwarded it to the Tower._"

"Put it through, Bruce." Quickly, the link to the Watchtower forwarded the incoming transmission to his comm-line. "Hello?"

"_Hey, Clark._"

Superman chuckled. "Hey, Lex," he answered. "Listen, can I call you back? I'm kinda working, right now…"

"_Earthquake? Flood? Airplane crash?_"

Superman's smile turned sheepish. "Well, nothing _yet_, but knowing our luck…"

"_Say no more,_" Lex said. "_This'll only take a minute, I promise._"

"Shoot."

Superman could almost _hear_ the sheepish tone in Lex's voice. "_I'm pretty sure I saw King T'Challa hanging out with your pals, last night; I'm assuming you're all on good terms with him?_"

"Relatively, yes," Superman said warily. "Why?"

"_Well…I was just wondering if someone could put in a good word…_"

Superman sighed. "Sorry, Lex; neither I, the League, nor the X-Men are going to butt into Wakanda's foreign policy just so you can try and wheedle some vibranium out of King T'Challa. If he's decided to limit his country's exports, that's his decision, and we all have to respect it."

"_Oh, come on, Clark; we __**both**__ know that Wakanda's isolationist policies are completely outdated, and kept around only by a bunch of old-fogey elders that T'Challa probably doesn't even listen to, half the time! You'd probably be doing him and his country a favour by nudging him in the right direction; that policy is the only reason that he won't consider upping his export laws..!_"

"_Right,_" Superman chuckled. "It has _nothing_ to do with the fact that the _last_ vibranium-containing device you knocked together was stolen and taken on a rampaging joy-ride through Broadway."

"_Boy, you build one super-weapon, and you're branded for the rest of your life,_" Lex half-grumbled. "_You're sure I can't convince you?_"

Superman shook his head. "Law of Riona Prime, Lex; my hands are tied." His tone turned mildly worried. "I never got the chance to ask, yesterday; you and Lana made it out okay?"

"_Yeah, Smallville, we're both okay,_" Lex answered. "_So, given that nothing major pops up, what's on the League's agenda, for the next little while?_"

"Well, a week or two ago, Reed asked if I'd give him a hand with a project of his," Superman answered. "I happened to mention to him that I was going to use the _Argo_ to check out something in deep space, and he asked if he and the rest of the Four could tag along to check out Jupiter."

"_Ah, yes; your little space-faring muscle-car,_" Lex quipped. "_So…any chance that I'll ever get a chance to take a peek under that thing's hood..?_"

Superman instantly knew where his friend's thought-train was headed. "_No_, Lex," he said firmly. "Even _if_ – _**if**_ – any scientist you hired could grasp the workings of the _Argo_'s systems, I am _not_ going to put Earth at risk by giving its people access to knowledge that it just _isn't_ ready to handle. I'm sorry, Lex, but it's for your own good; if you want to develop spaceship technology, you're going to have to do it on your own time."

Lex sighed. "_Well, you can't blame a guy for trying,_" he relented.

Suddenly, Superman's communicator started to beep. "Uh-oh. Sorry, Lex; duty calls."

"_No problem, big guy; still on for shooting a few hoops at LexCorp's rec center, tomorrow?_"

Superman chuckled. "Barring an international crisis, there should be no problem," he replied. "See you then!" With that, he ended the call, switching over to the emergency line. "Boy Scout, here, Watchtower; go ahead."

"_I've isolated the signal that Wilson's employers were using, Kent,_" Batman answered. "_The signal came from an abandoned military outpost several miles from Kasnia's side of the border._"

Superman's eyes narrowed. "So the Kasnians _are_ involved, somehow."

"_It's possible,_" Batman concurred. "_This outpost has been slated for demolition, but there's no telling who could be there, now. I've notified West of the situation; between you, Stewart, and him, you should have no trouble dealing with whoever's behind this, be it international terrorists or Kasnian regulars._"

Superman looked grave. "For King Gregorio's sake, I certainly hope that his people _weren't_ behind this," he thought aloud.

"_We'll know soon enough, Kent. I'm sending you the data I have on the outpost; good luck. Watchtower out._"

As the transmission ended, Superman turned to Green Lantern. "Batman just got a hit on Deadpool's people; they may be operating out of a Kasnian outpost."

"Sounds like we're about to bust this case wide open," Green Lantern agreed. "We'd better get moving!" Superman nodded, before he turned towards the coast, accelerating towards the outpost, with Green Lantern close behind.

The two of them reached the outpost at the same time that Flash did; Flash darted over the wire fence at blinding speed, zipping past the outer automated, anti-air defences and cutting power to them before they could even _react_. Superman followed seconds later, zooming out of the sky and smashing through the 30-inch-thick steel door with almost no effort; Flash darted in after him immediately after, with Green Lantern close behind, raising a barrier around himself and his comrades to repel the inevitable counterattack…

…but the response never came; the base was completely _empty._

Flash blinked. "Uh…okay, this is a first…"

Frowning, Superman took out his communicator. "Boy Scout calling Eye in the Sky; are you _sure_ about that intel, Bruce?" He scanned the base briefly with his hearing and vision, and got nothing. "Because it _looks_ like we just got our first crank call."

"_The transmission definitely came through that base, Kent, although it's possible it might have just been routed through there. I'll run another scan._"

Superman nodded. "Get back to us when you're done; in the meantime, we'll take a look around. _Something's_ going on, here." With that, he switched off his communicator, before the three of them headed further into the outpost.

The rest of the base proved as empty as the three of them had first thought. There wasn't a single soul to be found in the dank metal halls; no-one was manning the communications array; the ordnance locker was utterly empty. "Okay, I think this proves it," Flash muttered. "We've definitely been punk'd."

Green Lantern frowned. "I don't know; there was an awful lot of ammo left in the ordnance locker; someone _was_ here…and they left in a big hurry."

Within minutes, they reached the main computer lab; moving to the main console, Green Lantern brought up the database…and scowled. "No good; they erased their drives."

"Maybe," Superman thought aloud, taking out his belt-computer. "Maybe _not._" He walked towards the console, and plugged his computer in.

"Okay, I'm confused," Flash said. "Did they erase everything, or didn't they?"

"The hard-drive always retains an indellible copy of everything on the computer; the only way to delete _that_ is to format the drive," Superman explained. "If these guys _did_ pull out fast, then it's possible that they never had time to…_yes!_ They never formatted their drives!"

As if on cue, a list of every file kept on the network popped up. "_Someone_ was busy, here," Green Lantern mused.

"Yeah," Superman agreed, as he brought up one file, "but doing _what?_"

In seconds, the file had loaded…and he got his answer.

Flash's eyes went wide. "Okay, I know I'm not an Engineering major…but that does _not_ look good."

"That's because it's _not_," Green Lantern murmured.

"My _God…_" Superman gasped. "If they've actually _built_ this..!"

His horrified exclamation was cut off by Green Lantern's communicator switching on. "_Kent! Stewart! West! Get out of there!!_"

"Uh, we're kinda busy, Bats," Flash said. "You would not _believe_ what Deadpool's pals are building…"

"_They've __**built**__ it, West; I'm detecting an incoming projectile, heading straight for you! It's a __**trap!!**_"

Superman's eyes widened in alarm, and then narrowed grimly as he turned to his comrades. "Lantern, Flash, I want you both to get out of here; get as far from here as you possibly can!"

Flash was dumbstruck. "What about _you??_"

"I've got to stay; this data is the only lead we have, right now, and I've got the best chance of getting it and getting out in one piece!"

"He's right, Flash," Green Lantern agreed. "If this thing _is_ operational, this place could turn into a pile of rubble, any second!" Glancing to Superman, his expression turned grave. "Good luck." With that, he and Flash turned and headed out of the base, while Superman stayed behind, trying desperately to finish downloading the recovered data before it was too late…

By the time they had emerged from the base, Green Lantern could already see it: a massive, flaming sphere, blazing down from the sky, seconds away from crashing into the base. Quickly forming a ring-barrier around himself and Flash, Green Lantern started to take to the air, trying to get them both to safety…but it was too late.

_**BOOOOOOOOOM!!!**_

The fireball struck the base dead-on, exploding with the force of a nuclear warhead; the blast utterly _obliterated_ the base, kicking up a massive cloud of dust around the impact-crater, obscuring it from view.

When the dust cleared, a ten-mile-wide crater lay where the base had been…with not a sign of Superman, Green Lantern, or Flash anywhere in sight.

They were simply…_gone._

XXXXXXXX

_Author's Note: Okay, I admit it, it's been AGES since my last update, but I have a good reason, this time! Ever since January, I've been working on a hefty research paper where I had to design a clinical experiment, and it's been seriously stressing me out; I've barely been able to write ANYTHING. With the paper having been due about two weeks ago – which was ALSO my final exam day – my head's only just NOW starting to get back to normal. I'm so sorry! Since you've all been so patient with me, rather than make you wait longer, I decided to give you half the chapter now, and finish the other half in another couple of weeks._

_On a side note, before anyone asks, yes, I did get the idea for this chapter from an episode of the Justice League cartoon. Enjoy!_


	22. Best of Enemies, Part Two

CHAPTER TWENTY-ONE: BEST OF ENEMIES, PART TWO

_New York Mall_

"Oh, come _on_, girls! Just _one_ more store!"

As Audrey practically _flounced_ towards yet another clothing store, Alison and Anita could only groan in exasperation, following after her. "How much longer can this go on?" Alison moaned. "God, she's like an ADHD six-year-old with a sugar-rush in a toy-store…"

Anita chuckled wryly. "I warned you, did I not?"

"Yes, you did," Alison said flatly, "but you _didn't_ warn me that _I_ would be carrying all the bags…"

Anita's chuckle grew lighter as she glanced to the armloads of shopping-bags that Alison was carrying. "And to think, Kal and the others have such respect for that _supposedly_ useful demi-Kryptonian strength of yours." She shrugged. "So much for that 'extra training' you've been doing, up north."

Alison's eyes narrowed. "_Forgive_ me if babysitting _another_ spoiled brat wasn't something Kal thought to cover." Anita simply scowled at that, before walking after Audrey, prompting Alison to follow.

It still astounded her, how much Audrey had bought. Alison considered herself as much of a shopaholic as the _next_ girl – she and Lila had gone on a few minor sprees back before she'd joined the Institute – but Audrey took it to a _new_ level; almost everything that fell into her field of vision was fair game.

Alison quietly gulped. Could this have been how _she_ might have turned out, if she hadn't met Clark, again? '_Oh, God, I sure hope not._'

As the two of them walked into the store, they found Audrey at the change-rooms; _inside_ one of them, specifically. "I'll only be a minute!" Audrey called. "I just want to try on _one_ thing!"

Anita chuckled, before glancing to Alison. "Oh, that's perfectly fine; take as long as you like."

Alison simply glared at her. "Thanks."

Audrey laughed from inside her change-room. "You know, you two are a _blast_ to hang with!" she exclaimed. "Ali, I should've called you up, ages ago!"

Alison laughed nervously. "My arms can always use the exercise!"

Audrey laughed again. "And Anita, it absolutely breaks my heart that we never got to hang out, before," she lamented.

Anita shrugged. "It couldn't be helped; we had different interests."

"Oh, really?" Audrey giggled. "Don't be fooled, Ali; the _real_ reason Anita never wanted to hang out with me is because she never forgave me for giving her hair a makeover when I was nine!"

Alison arched an eyebrow, smiling bemusedly. "_Really?_"

Anita's eyebrow started to twitch. "My father was visiting Kasnia on a diplomatic envoy; while he dealt with Gregorio, I was instructed to entertain Audrey."

Anita's tone spoke volumes, Alison noted with a smile. "You know, Audrey, maybe we _should_ talk."

"_Sure!_" Audrey replied. "I guess I just felt bad for Anita, what with _her_ dad always making it so she never had any time to herself: history lessons, military lessons, you name it! Control-freak much? I'd have gone _nuts_ if _my_ Daddy ever put me through stuff like that!"

Anita frowned. "Really?" she asked. "_I_ never had any trouble."

"Oh, you just never learned the secret to dealing with fathers." Audrey's voice rose a few octaves. "_But Daaaaaaaaaddyyyyy!!_"

Alison sighed under her breath. "Well, _that_ explains a few things…"

At that, the change-room door opened, revealing Audrey in a black-and-white, two-piece, bikini-style lingerie set. "Well, what do you think?" Audrey asked. "Be brutal!"

Anita's scowl grew. "_This_ is why you dragged us in here?"

Audrey shrugged. "Well, I needed _something_ to catch Superman's eye."

Now _Alison_ was scowling. "Come again?"

Audrey giggled. "Well, you _saw_ how he was looking at me, last night!" she said. "The way he _caught_ that rocket to save me?" She started twirling a lock of her hair. "I'm just giving him an incentive to look _closer._"

Alison could feel her teeth grinding, as her fist started to clench. '_Don't deck her…don't deck her…don't deck her…_' "Uh…I hate to break this to you, Audrey," she said as calmly as she could, "but he'd have done that for _anyone._"

Anita nodded, her expression mirroring Alison's. "Loathe though I am to admit it, I agree with Blaire; Superman's the sort that would save his own worst enemy."

Audrey sighed dreamily. "I _know_; he's just so gallant and heroic!" she squealed. "The guys on this planet should be _grateful_ his planet blew up; if there was a whole _planet_ full of guys like him, every Earth-girl would be on the first space-shuttle out of here!"

Alison suppressed a secret smile. '_Well, I can't argue with her on __**that**__ one._'

Heading back into the change-room, Audrey closed the door, again. "Okay, I like this one; just give me a minute, and we'll be on our way!"

"Sure, no problem!" Alison said. In a quieter tone, she added, "LeRoux, does your old man have any more Kryptonite?"

Anita arched an eyebrow. "Why?"

Alison groaned. "Because I could _really_ use some."

Anita shook her head. "You're _immune_ to it, you twit."

"_Darn._"

Suddenly, Alison's cell-phone started to ring, prompting her to answer it. "_Hey, Ali, it's Scott; how's it going?_"

Alison sighed. "As well as can be expected," she answered. "Why?"

"_Well, we were just wondering if you'd heard from Kal._"

Alison's eyes went wide. "Huh?"

"_We tried calling him, a few minutes ago, and got nothing. We contacted the Watchtower – likewise, zip; all Batman told us was that he'd lost contact with him after the blast in Kasnia._"

Alison gasped. "_What?!_"

"_Apparently, there was this huge explosion that took out a base near Kasnia's border, minutes ago; it's all over the news. Kal, Flash, and Green Lantern were checking something out, near there…_"

Alison felt her heart start to leap into her throat. "W-We've got to check it out; we've got to..!"

"_Easy, Ali; I know how you feel,_" Scott replied. "_Right now, we need you and Anita to stay put; chances are, the hit on the Kasnian royals is part of this. If nothing changes, we'll start to put together a search-party, but right now, Kal would want you to stay put._"

Alison managed to calm herself. "O-Okay," she agreed. "Talk to you later. 'Bye."

Anita noticed her pale expression. "What happened?" she asked. Quietly, Alison started to fill Anita in on the situation…while trying to keep her own thoughts calm.

She hoped her Clarkie was okay…

XXXXXXXX

_Several miles from the Kasnian border_

Minutes after the destruction of the outpost, Kasnian military helicopters had scrambled to investigate the blast; upon reaching the impact-crater, they found absolutely _nothing_ left of the base. After they had touched down, and the platoon had spread out to observe the wreckage, one military engineer waved a Geiger-counter over part of the site…and found nothing; there was not a _trace_ of radiation. "_C-Captian!_" he called out, in the Kasnian native tongue. "_There is no radiation here, sir!_"

The Kasnian CO arched an eyebrow. "_That makes no sense; a blast THIS big could only have been nuclear…_"

"_I know, sir, but the readings do not lie,_" the engineer insisted. "_Whatever this was, it was no atom-bomb…_"

But he suddenly stopped, as a rumbling started to echo deep beneath their feet; at once, the entire platoon quickly moved back, startled…before a blue-sleeved arm punched through the wreckage underfoot.

Groaning, Superman widened the hole he'd dug with a few more punches, before pulling himself out. "_That_ was _unpleasant,_" he muttered to himself, shaking his head to try and clear the ringing in his ears. Looking around, Superman switched on his communicator, his tone worried. "Boy Scout to Green Light and Speed Demon; you guys okay?"

Only silence answered him…until the ground started shifting, again, as a beam of green light speared through the rubble, creating a hole large enough for Green Lantern and Flash to climb out of. "Well, _that_ was fun," Flash muttered.

Green Lantern's expression was grim as he surveyed the wreckage. "Looks like I put up that force-field just in time," he said. "That thing damn near buried us alive." He glanced to Superman. "Did you get the data?"

"Most of it," Superman replied. "I wasn't able to pull the weapon's telemetry, but I _did_ get its schematics, as well as its time of launch, and all the maintenance performed to fully arm it." His expression turned serious. "_This_ was likely just a test-run; now that they know it's operational, they can hit anywhere on Earth."

Flash gulped. "Oh, _man_; can things get _any_ worse..?" he began, but he stopped, as he saw the Kasnian platoon train their weapons on them, surrounding them.

Green Lantern snorted. "_Had_ to ask, didn't you?"

The Captain's eyes narrowed as he took aim right at Superman's head. "Do _not_ move!" he ordered, in English, now. "You are trespassing on Kasnian military property! You will be escorted to the nearest facility for questioning; attempt to resist or escape, and we _will_ open fire!"

Flash was incredulous. "You're _joking_, right?"

"Captain, you said you wish to question us," Superman said. "Why?"

"We have questions about how our facility was destroyed, alien; questions you _will_ answer!"

Green Lantern's eyes narrowed. "You think _we_ had something to do with this?"

"Oh, for crying out loud!" Flash shouted. "Look, pal, if we _had_ been the ones to blow this place up, don't you think we'd have had the sense to _get out of the way, first?!_"

The rest of the platoon seemed to hesitate at that, but the Captain remained firm. "I will not listen to American _lies..!_"

"Captain, whoever destroyed your facility did so to ensure that the information housed there could never be recovered," Superman said. "We managed to recover most of it; we know who is behind this." His eyes narrowed. "And so does your King."

The Captain's eyes went wide. "_What??_"

"Based on what we found, your King may know something," Superman finished, "and the longer you delay us, the more of a head-start the _real_ culprits get." He arched an eyebrow. "Well?"

The Captain was silent at that…before he lowered his rifle. At his lead, the rest of the platoon did the same.

Green Lantern half-smiled. "Well, not that _that's_ settled, why don't we pay His Majesty a little visit?"

Superman nodded. "Good idea." With that, he took to the air, flying towards the Kasnian capital, followed by Green Lantern, with Flash hot on their heels from the ground.

In a matter of minutes, the three of them reached the Kasnian Royal Palace, overlooking the capital; spotting King Gregorio sitting in a chair on a balcony, Superman quickly descended, touching down on the far end of the balcony. As his teammates caught up to him, Superman fixed the Kasnian ruler with a stern stare. "Your Majesty, we need to talk."

To say that Gregorio was surprised would have been an understatement. "As I have said before, Superman, I appreciate your assistance, yesterday," he finally said, rising from his seat, "but that does not mean that you can simply barge into my home whenever you wish..!"

"We wouldn't have come if it was not important, Your Majesty," Superman defended. "As I'm sure you know, by now, one of your outposts was destroyed, minutes ago."

Gregorio nodded. "I received the report, a minute ago," he confirmed. "Do you know who is responsible?"

Superman's expression hardened. "I think we _both_ do, Your Majesty."

Gregorio stiffened. "I do not appreciate what you are implying..!"

"We're not saying _you_ did it," Green Lantern said, "but we think you know who _did._"

Superman nodded. "We also know _why,_" he added. "Your Majesty…what were you thinking, getting involved with AIM?"

Gregorio's eyes momentarily widened. "I do not know what you are talking about."

"Right." Flash's tone was sarcastic. "Then you probably wouldn't know about the little toy your AIM pals have parked in orbit? The one that your space-program _put_ there?"

Gregorio's face darkened. "I think it is time for you to leave."

Superman didn't let up. "Did you know what they were building?" he pressed. "Did you have any _idea_ of what they were using you to build?"

Gregorio was _furious_, now. "I will hear no more of this!" he thundered. "You _dare_ come into _my home_ and accuse _me..!_"

"Stop with the horse-crap, pal; we're _tired._" Green Lantern's Marine-disciplined voice snapped like a whip. "We managed to pull a few files from your facility before AIM destroyed it; we know all about the _rail-gun_ your pals built – it damn near dropped a ton of space-junk on our heads."

Superman stepped forward, his eyes glaring into Gregorio's. "I'm sure you know what a rail-gun _is_, don't you?" he asked. "It's a theoretical projectile weapon; it uses two parallel metal rods to conduct an electromagnetic force that accelerates a projectile to speeds _far_ in excess of a conventional weapon."

"Most folks would be content with a hand-held," Flash quipped, "but your pals went and super-sized it, didn't they?"

Superman nodded. "You lacked the technology to actually _build_ one, and _they_ needed access to a legitimate space-program to disguise their launches," he concluded. "But something went wrong, didn't it?"

"I don't want to hear any more! _Get out!!_"

"Your Majesty, they tried to _kill_ you _and_ your daughter," Superman insisted. "Whatever they promised you, they have no intention of honouring that promise; _stop protecting them._"

Gregorio was silent for a moment…before he sagged, falling back into his chair. "This world…everything is so different, now," he whispered. "There are individuals capable of levelling entire _cities_; my country has no resources like yours – we have no 'Avengers,' no 'Justice League.' If we are attacked, we have no way to defend ourselves…"

"And then AIM came," Superman finished.

Gregorio nodded. "They provided the technology; we had only to launch it," he said. "When I found out that they intended it for their own use, I threatened to go public…"

"…and they threatened you," Green Lantern replied.

"Yes." Gregorio seemed to have aged ten years, now. "I ordered the base they had used seized, but they were already gone."

"Where?" Flash asked.

"They had another base in the States; I do not know where," Gregorio confessed. "I am sorry." His tone turned imploring. "I care not what happens to me, but please…don't let them hurt my child…"

"We won't," Superman promised. "Now, Your Majesty, we need you to tell us everything you can about…"

He stopped as his communicator started to beep. "Boy Scout, here, Watchtower."

"_We have a problem, Boy Scout; we've intercepted another transmission – Wilson's employers have made another request, minutes ago._"

Superman's eyes went wide. "What happened?"

Batman told him…which caused his eyes to widen even _further._ "We're on our way. Boy Scout out." Superman turned to his comrades. "We've got trouble, guys; I'll explain on the way – let's _move!!_" With that, he and Green Lantern took to the air, heading west at top speed, followed by Flash.

There was no time to lose.

XXXXXXXX

_New York Mall, a few minutes earlier_

After _several_ more pleas of "Just _one_ more thing," from Audrey, the Kasnian princess _finally_ put a stop to her little spree, and headed to the food-court to take a breather…happily oblivious to the growing ire of her two companions.

"One more store," Alison muttered under her breath. "That's all it would have taken, LeRoux; just _one more store…_"

"Calm yourself, Blaire; you throttling her will do no good," Anita whispered back. "The _only_ way to deal with this is to have it look _accidental…_"

By then, Audrey had found a table, allowing the three of them to sit down. As Alison let out a relieved sigh as she dropped the bags, Audrey just smiled. "So, now that shopping's out of our systems, let's talk!" she chirped. "Level with me, girls: aside from Super-hottie, any cuties at that Institute?"

Both Alison and Anita were startled by that. "Uh…well…" Alison began.

"Oh, you know what I mean!" Audrey laughed. "Guys like that visor-guy! Some of my friends have been _dying_ to know if there are any available hotties on your team!"

Anita frowned. "I truly hate to bust your bubble, Audrey, but our team is a highly-trained, mutant-based crisis-response unit, _not_ a dating service."

"Oh, come _on_, Anita; all work and no play must get _awfully_ dull!" Audrey's smile turned slightly feline. "That brings me to the _next_ thing: _tell_ me that the Hunk of Tomorrow is single."

Alison didn't know how she managed to suppress her scowl. "Audrey, don't you think that's kinda _personal?_"

"Well, it's not like I'm the _only_ one asking!" Audrey replied. "_Everyone_ on Earth wants to know!" She giggled. "Level with me, girls; is he seeing anyone?"

"Ignoring the fact that it is _none_ of anyone else's business, Audrey," Anita said, "Superman has always endeavoured to keep his private life _exactly_ that: _private._"

Alison nodded. "Superman knows that anyone he's with could be in danger because of their relationship," she admitted. "I don't think there are a lot of girls out there who could accept that…"

To Alison's horror, Audrey got the wrong idea. "I _knew_ it! He _is_ single!!"

Anita grimaced. "Audrey…"

Quickly, Audrey pulled out her cell-phone. "Quick! What's the number for that 'Watchtower'?" she asked. "With any luck, he'll be there, and..!"

At once, Anita reached over and snatched the phone out of her hand. "You're being _ridiculous_, Audrey; Superman and the League could very well be handling a crisis, right now. They do _not_ have time to listen to some vapid _airhead_ asking for a date."

The insult flew over Audrey's head, but the rest seemed to hit home. "Hmm…good point." Her expression brightened. "So, what then? Should I walk onto a rooftop and scream for help?"

Alison's fists clenched in utter _fury._ '_Okay, that DOES it!! I am STRANGLING this little..!!_'

"Princess Audrey!"

Alison's anger was quickly stifled by a camera-flash, as a swarm of papparazzi converged on their table, cameras flashing. "Oh, _great,_" Alison muttered. "We'd better go."

"Are you _joking?_" Audrey laughed, flashing a stunning smile. "Ali, this is the best part of being famous! _How_ can you not love it?" Once again, Alison was barely able to keep her fury down, her livid expression matched by Anita's…

"_HEEEEELLLLPPP!!!_"

That helpless cry quickly stifled their anger; turning towards the sound, Alison closed her eyes, letting her hearing focus in on it. "It's coming from the fifth level; we'd better move."

Audrey was incredulous. "_What??_" she exclaimed. "You're leaving _now??_"

Alison shrugged. "Hey, it's what we do."

Anita smiled archly. "You understand." With that, Alison took to the air, with Anita levitating after her.

They had reached the fifth level when the scream came again, allowing Alison to pinpoint its origin. "This way!" Darting through the corridors, they zipped into an empty alley…

…and came face-to-face with a tape-recorder.

As Alison switched it off, Anita arched an eyebrow. "Is this someone's idea of a joke?"

Alison was about to reply when a brilliant flash of light illuminated the entire mall from the bottom floor; Alison and Anita barely had time to shield their eyes. Seconds later, a feminine scream echoed through the mall.

_Audrey's_ scream.

With all possible speed, Alison and Anita darted back to the food court…only to find an empty table, dozens of unattended shopping-bags, and a handful of dazed papparazzi; there was absolutely no sign of Audrey. "Whoever it was couldn't have gotten far!" Alison declared, as she and Anita headed for the doors. "I'll survey the mall from the air; you cover it from the ground!" She opened the door, happened to look up into the sky…

…and _froze._

"Actually, Blaire," Anita said, "it would appear that we have more _pressing_ concerns."

For once, Alison didn't argue.

XXXXXXXX

The New York city-scape was just coming into view when Superman saw the massive, flaming-red plume of the deadly space-debris streaking into the atmosphere, hurled by AIM's new weapon; quickly calculating its trajectory in his head, his eyes went wide with horror as he realized that it was heading for the _Institute!_ At once, he drew his communicator, widening the frequency to any and all of his teammates available. "This is Boy Scout calling any friendly sets of ears in New York; please respond!"

"_Kal?!_" Alison's voice was a mixture of relief and fear. "_We've got a problem, here!_"

"I know, Ali; I can see it," Superman replied. "Is Anita with you?"

"_Yeah, she's here; what do you want us to do?_"

Superman's eyes narrowed in determination. "Ali, tell Anita I want her to 'port back to the Institute and have everyone get to the lower levels – this thing is going to hit the Institute, and the lower levels are the safest place to be if we can't stop it. Green Lantern and I are going to try and take this thing down, so we'll need your help."

"_Got it, baby; we're on our way._"

After ending the transmission to Alison, Superman hailed Flash. "You know the drill, Wally – you'd better get to the Institute and help everyone move to the lower levels."

"_No problem, Big Blue; I'm on it._"

As Flash streaked away towards the Institute, Superman and Green Lantern began to rapidly ascend into the upper stratosphere, where they were joined by Alison, seconds later. Before long, they had sighted the projectile, an amalgamation of junk from long-abandoned space-missions, hurtling through the stratosphere towards the Institute; with its current speed, if it hit, the blast could take out half of New York City along with their home..!

His eyes narrowing, Superman darted towards the junk-sphere, firing his eye-rays at it; the deadly red beams lanced into the ball, impacting its side and shearing off a mid-sized portion of junk, which Green Lantern grabbed with a ring-beam and tossed back into space. Following his lead, Alison fired her own eye-rays in a barrage of quick blasts, blasting off numerous small fragments, which quickly burned up…but ultimately doing little to slow the junk-ball's re-entry.

By now, the projectile had cleared the upper stratosphere, and was picking up speed; clenching his fists, Superman put on a burst of speed, spiralling towards the junk-sphere and plowing into it, and then _through_ it, blasting it into four smaller clusters. Turning in mid-air, Superman fired a sweeping eye-ray, burning off most of the smaller debris, before upping the power of his eye-ray to _20_ percent, utterly _incinerating_ one of the four chunks with one blast. Taking aim at another chunk, Alison blasted it with as much power as she could, taking out half of its mass, allowing Green Lantern to grab it with a beam and hurl it back into space. Aiming at the third chunk, Green Lantern fired another ring-beam, boring a hole into the chunk, giving Alison the opportunity to dart inside, where she unleashed a wide-field, hard-light surge, blasting the chunk apart…and pushing the last remaining piece of space-junk into a steeper re-entry..!

Diving after the junk-cluster, Superman accelerated to over Mach _Seven_, darting _past_ the cluster to slam its underside with his fist; his punch _completely_ altered the junk-bomb's trajectory, arcing it further up into the air, and come crashing back down towards Earth…where it splashed down in the Atlantic, miles away from the coastline, impacting the water harmlessly with a loud _SPLASH!_

Breathing a relieved sigh, Superman touched down on the Institute lawn, followed by Green Lantern and Alison. "Everyone okay?"

"I should be asking _you_ guys that," Alison said. "Scott said the Tower had lost contact with you…"

Green Lantern shrugged. "That's what happens when someone fires a rail-gun at you."

Alison's eyes went wide. "That…that was a _rail-gun?!_"

Superman nodded. "Our old pals in AIM are back."

"Yeah, and they have a new toy," Green Lantern agreed. "They needed your new friend's father to build it for them."

Alison looked guilty. "Then I guess you're not going to be happy with us," she confessed. "We…we lost Audrey; someone grabbed her, and when we went after them..!"

"…you saw the orbital projectile," Superman finished. "You two made the right call, Ali."

"Not that it does us much good, now," Green Lantern interjected. "We just lost our only lead."

Superman sighed. "Ali, go get the others; if AIM can hit New York, they can hit anywhere on Earth – we'll need as many people on stand-by as we can get. Javelins 2 through 5 will arrive shortly," he said. "John, we'd better notify the rest of the League; as soon as possible, we need to meet to discuss our options." With that, the two of them were airborne, heading for the Tower, while Alison hurried into the Institute, to inform the others.

They now had a _real_ crisis on their hands.

XXXXXXXX

_Undisclosed location_

The first thing Audrey noticed when she came to was that she had a _killer_ headache. Groaning piteously, she tried to look around…only to find that she could see nothing. A wave of panic momentarily hit her as she recalled a brilliant flare before she'd blacked out. '_Oh, God, am I blind?!_' Her panic quickly dimmed as her vision began to filter back, showing a layer of brown cloth covering her eyes; she'd been blindfolded.

She had been _kidnapped._

Gradually, sounds started to filter back; there were voices, at least two of them. Suppressing a whimper, Audrey tried to stand up, but got nowhere; her hands and feet were tied. Stifling a sniffle, Audrey could only listen to her captors' conversation.

"…ain't what we agreed on, pal!"

"_Your previous incompetence forced us to proceed more rapidly than we had planned, Wilson; because of your bungling, the Justice League is now involved before we could adequately calibrate the weapon. AIM is being __**more**__ than generous in this regard._"

The second voice had been eerily monotone – almost _computer-like._ "Look, Mr. Big Giant Head," the first man – "Wilson" – snarled, "I didn't risk getting my ass blown for for just chump-change!"

"_We were able to provide an adequate distraction, were we not?_"

"Well, yeah; I guess _anybody_ would get distracted by a big frickin' meteor headin' towards _their_ house…but, sooner or later, Blue-Boy and his Sucker Squad are gonna catch on, and when they do, you're gonna need some back-up!"

"_We are more than capable of defending ourselves, Wilson; once the orbital weapon is fully calibrated, the Justice League will be too busy to track us. With the data from the failed attack on the Institute, the weapon should be ready within the hour. If you wish to be useful, remind King Gregorio of the consequences of trying to cross us._"

"Yeah, yeah, fine," "Wilson" grumbled; seconds later, Audrey felt herself get picked up, as her captor tossed her roughly over his shoulder and walked off.

After a few minutes, Audrey felt herself get tossed roughly onto the hard floor, letting out a cry of pain as she hit…which came out as a muffled squeak; she'd been gagged, too, she realized, as her sniffles started to come back, full-force.

"Aw, quit yer whinin', 'Yer Highness,'" her captor snapped, as she felt his hand reach into her pocket, pulling out her cell-phone. "As long as yer old man doesn't do anything _too_ stupid, you won't get hurt!"

His tone turned sly. "_Probably._"

With that, she heard him switch on her phone, and hit the auto-dial. "Hey, this King Greg?" There was a pause. "Oh, me? I'm just a friend of a friend; just wanted to pass along a little message." Another pause. "Jeez, do you kiss your _mother_ with that mouth? I just wanted to tell you that as long as you keep cool, your kid'll be fine." A long pause. "Greg, did you _really_ think that your buddies in AIM'd be _dumb_ enough to just _give_ you a weapon that could blow up any city on the planet and _not_ double-cross you? Yeah, and _I'm_ the crazy one!" There was one last pause before "Wilson's" tone dropped to a snarl. "Get this through your _head_, dipshit; you try and bring it down, your kid's _dead._ You try and call up Super-doofus, she's dead. You try and go public? Three guesses! See ya!"

With that, Audrey heard her phone switch off, leaving her alone with this lunatic. "Well, that was fun!" her captor chortled, as he tossed her phone towards her, letting it clatter to the floor beside her. "You just sit tight; it'll all be over, soon enough!" With that, he walked away, leaving Audrey alone with her tears.

XXXXXXXX

_Watchtower_

"_Eye-in-the-Sky, this is Javelin-1; we're in position, and awaiting instruction._"

Glancing to the image of Cyclops on the Monitor Womb's view-screen, Superman nodded. "Understood, Javelin-1; we'll contact you as soon as we get a hit." With that, the transmission ended, showing the holographic map on the Earth on the screen, with six red dots – the Javelins – spaced across the globe, each crewed by a team consisting of one or two of the League and several members of either the X-Men or X-Force; as soon as the Institute had been cleared of danger, everyone had volunteered to help, leaving them with the logistical matter of selecting who could help to either destroy or deflect the incoming projectile, and who could help provide relief in the event of an impact, presently leaving himself, Batman, and Green Lantern in the Tower.

They were as ready as they could be…but that didn't help Superman's unease. "Bruce, have you had any luck in tracking that rail-gun down?"

Batman's gaze never left his console. "Negative, Kent; judging from the specifications you retrieved, the weapon's power-up sequence doesn't make it draw any more current than a regular comms satellite, making it indistinguishable from all the others, up here."

Superman grimaced. "Any chatter about an imminent attack?"

Green Lantern shook his head. "No luck, Boy Scout; as far as AIM's concerned, we're drawing dead air. Chances are, today was a test-run; they needed to make sure their toy was working, and we were just a convenient target."

Superman nodded. "So they could be ready to hit anywhere on Earth, and we have no way of tracing them..!"

"Hold on." Batman's voice halted Superman in mid-sentence. "I'm picking up a transmission on the civilian frequency; it's Wilson."

Green Lantern arched an eyebrow. "What's Deadpool doing on _that_ line? Ordering a pizza?"

"Hardly; he's making a threat against Princess Audrina's life if her father tries to go public."

"That doesn't make sense; civilian lines don't usually go through to the Kasnian Royal Palace, unless…" Superman's eyes went wide. "He must have Audrina's phone! Bruce, _track that signal!_"

"Already done, Kent; it's coming from a small industrial facility on the outskirts of Kasnian territory."

"Contact the closest Javelin," Superman instructed; in seconds, the view-screen brought up the image of Wonder Woman aboard the Javelin-4. "Watchtower calling Javelin-4; please respond."

"_Javelin-4 here, Kal; what's wrong?_"

"We have reason to believe we've located AIM's new base of operations," Superman answered. "Your team is the closest; we need you to proceed there, A.S.A.P. I'll be joining you, shortly."

"_Understood, Watchtower; Javelin-4 out._"

As the transmission ended, Superman turned to go, heading for the nearest airlock. "Need any backup?" Green Lantern asked.

Superman shook his head. "Thanks for the offer, John, but we'll need you here, in case AIM starts taking pot-shots at Earth," he answered.

Green Lantern nodded grimly. "Hopefully, it won't come to that."

"Hopefully." With that, Superman darted off, zipping into the airlock and sealing it from the inside; in seconds, the chamber had depressurized, allowing him to open the outer hatch and float out into the endless black void, before flying down, towards the Earth. Now, they had a chance…

…and, often enough, that was all they ever needed.

XXXXXXXX

_Kasnian countryside_

By the time that Javelin-4 had reached the rendezvous point, a hill overlooking the facility, their landing obscured by a thick covering of evergreen, Superman was already waiting for them; within minutes, Wonder Woman, Flash, Power Girl, Siryn, Colossus, Nightcrawler, Android, and Berzerker had disembarked. "What's the situation?" Wonder Woman inquired.

Superman took out his belt-computer, bringing up a holographic map of the facility, revealing the much larger complex lying beneath it. "Minutes ago, the Watchtower detected Deadpool make a call to the Kasnian Royal Palace using Princess Audrina's cell-phone," he reported. "We were able to trace it to this location; since there hasn't been any traffic to or from here, we can conclude that they haven't caught on to us, yet."

Looking around, Android's eyes flashed brighter as he scanned the surroundings. "_I am detecting numerous underground telecommunications cables running to and from the complex,_" he stated. "_They are of similar design to those utilized by the Kasnian space-program; AIM must be using the Kasnians' own satellite-signal to control the rail-gun, undoubtedly by masking their command-signal with the regular Kasnian signal, making it impossible to trace._"

"Sneaky," Berzerker said.

"Somezhing tells me zat ve can't solve things just be cutting zhe cables," Nightcrawler observed.

"_Negative; given the level of infiltration, AIM could have easily dispersed safeguard-programs through their uplink. Any of these could cause the Kasnian network to crash if we simply cut their lines._"

Superman nodded. "Then we'll have to cut them off at the root." He gestured to the lowest level. "Based on the layout, the command center is here; Mark, if we get you there, can you shut them down?"

"_I am unable to say for certain, but it is our best chance._"

"Good enough," Superman replied. "Flash, you, Kurt, and I will escort Mark to the command center so he can pull the plug on this whole operation. Their security network appears to consist of a series of terminals linking each sector to the main network; with Mark's help, we should be able to shut down any area-alarms for each sector as we head in."

"Got it."

Gesturing to a higher level, Superman added, "This area here looks like their prison-block; Wonder Woman, we'll need you, Power Girl, Siryn, Colossus, and Berzerker to head there and bust Princess Audrina out."

Wonder Woman nodded. "We will manage."

"Good," Superman said. "Let's move!" With that, they promptly split up, heading towards the facility: Superman's group heading in from the west side, and Wonder Woman's group approaching from the east.

With any luck, they could be in and out before anyone caught on…

XXXXXXXX

After making the call to Princess Bratty's old man, Deadpool casually walked back into the main command center, ignoring the AIM personnel buzzing to and from their consoles, heading right for the shadowed bulk of AIM's head-honcho. "All done!" he reported. "Now, about my pay..?"

The gold glint of his employer's eyes turned towards him. "_You informed Gregorio of the consequences of crossing us?_"

"Yep; Greg keeps his mouth shut, and his kid's doesn't get blown off. He gets it."

"_And you were not detected?_"

Deadpool paused. "Uh…"

The computerized voice grew colder. "_Wilson..!_"

"I'm…_pretty_ sure," Deadpool said. "I mean, it's not like Super-Doofus can listen to _every_ cell-phone, at the same time…"

"_Wilson, you idiot!!_" the AIM chief bellowed. "_If the Justice League has traced that call here..!_" Suddenly, he paused.

Deadpool blinked. "You okay?"

The eyes narrowed, again. "_Alert security; they are here,_" he said. "_Several of the upper-level sectors aren't responding._"

Deadpool instantly got it. "Somebody's trying to crash our party!"

"_The orbital weapon is not yet ready; I need a few more minutes,_" the AIM leader said. "_They are undoubtedly heading here, Wilson; __**stop them.**_"

"Hey, music to my ears!" Wade crowed. With that, he darted out of the command center, to gather his gear…and take care of _one_ little side-errand.

With any luck, he could get his pay and be gone before these tech-heads got wise to his _real_ objective…

XXXXXXXX

_A few minutes earlier_

"Man, that Audrey chick had _better_ appreciate this…"

As their little band crept through the lower levels of the AIM complex, Power Girl couldn't help but nod in agreement. "You said a _mouthful_, Berzerker."

"_Hush,_" Wonder Woman whispered. "We cannot risk being discovered."

"Fine, fine," Berzerker relented. "We'll have a big enough problem keeping quiet as soon as we bust Princess Whiner out of here."

Colossus frowned. "Ray, that is most unkind…"

"…but not inaccurate," Siryn finished. "A royal upbringing often breeds arrogance, but Audrey is most certainly an _extreme_ case."

Power Girl frowned. "So says the expert."

Siryn glared at her. "Think what you like, Blaire, but my father did _not_ raise me to be a whiny waif like Audrey's did."

"No, he just went with 'dictator-in-training,'" Power Girl shot back. "Your real parents must be _so_ proud."

The instant she said it, Power Girl _knew_ she'd gone too far, as she saw Siryn stiffen, going utterly silent, causing everyone else to pause. "My 'real parents,' as you call them," Siryn finally whispered, "are _dead._"

Power Girl froze, as did the others. Part of her wanted to apologize, but Colossus beat her to it. "God in Heaven…I am so _sorry…_"

"I appreciate the sentiment, Piotr," Siryn said neutrally, "but I would advise you to save it for those who _regret_ their parents' passing..." Her tone turned _glacial_, as she finished her sentence, "…for I most _certainly_ do _**not.**_"

Wonder Woman was struck speechless. "_Hera_, child," she murmured, "how can you..?"

"Why _should_ I mourn them?" Siryn hissed. "Should I cry for the people who showed absolutely _no_ love whatsoever? Should I shed tears for those who left me with a _demon_ disguised as a nanny? Should I weep for the ones who threw me, at the age of _six_ – _**six**_ – in an _asylum_, simply because said nanny _listened_ when I told her to go jump out a window; an asylum which I would most _certainly_ still _be_ in, had Victor von Doom not _rescued_ me?"

Her eyes narrowed fiercely. "_I do not mourn them because they were __**never**__ my parents._"

No-one said anything after that; Power Girl was almost _relieved_ when her hearing picked something up. "Guys?" she said. "I think I can hear Audrey; she's in a cell a few meters ahead, with three guards watching her."

Siryn was the first to speak. "Then we'd best move quickly, shouldn't we?" With that, the five of them hurried off, down the corridor, towards the cell block.

At Cell Block Alpha, all was quiet, save for the occasional whimpers from the lone prisoner; scowling to himself, one guard yawned. '_Man,_ _nothing ever happens on this shift_…'

Suddenly, an electrical surge shot through him, cutting off his train of thought, as Power Girl channeled sound-energy through her gloves and towards the guard, which Berzerker quickly supplemented, shocking their target into unconsciousness. Seeing his comrade go down, the second started to draw his rifle, but he froze as a cloud of green haze appeared behind him, forcing him to turn…at which point he was knocked out by Siryn's spell-bolt. Overtaken with panic, the last guard ran for his life, trying to reach the nearest alarm…until a golden lasso snagged him, as Wonder Woman yanked him into the range of her fist, knocking him out with one punch.

With the three guards dispatched, their team quickly turned their attention to the now-panicked Audrey; stepping forward, Colossus took hold of the iron bars and bent them enough for Power Girl and Siryn to walk through. Taking hold of the ropes that bound Audrey's hands, Power Girl easily snapped them, before moving to free her feet, while Siryn removed her blindfold and gag. "Get moving," Siryn instructed. "More guards could come, any minute; we have to go."

Audrey looked stricken. "W-What's going on?!"

"Rescue op, lady," Berzerker said. "Time to go."

Taking out her communicator, Power Girl opened a hailing frequency. "Nightingale calling Boy Scout; we have Audrey. Think you can point us towards the door?"

"_No problem, Nightingale; we just found another terminal. Mark should be able to…_"

Suddenly, red lights began to flare through the corridor, as an alarm klaxon began to blare out, sending Audrey into a panic. "Uh…okay, I'm guessing _new_ plan?" Power Girl asked.

"_It looks like it,_" Superman agreed. "_The base is sealing itself from the outside heading inwards, so you'll have to rendezvous with us on the way to the command center. Mark managed to download a more detailed schematic before he had to pull out; take the stairwell on your first left down three levels, and then head right. We'll meet you on the way._"

"Got it. Nightingale out." Ending the transmission, Power Girl turned to the others. "Well, you guys heard him; we've gotta move!"

Audrey groaned as she picked up her phone. "_Run?_ In _these_ heels?!"

"Suck it up, Princess," Berzerker snapped. "_Move_ it!" With that, the six of them hurried off, ignoring Audrey's protests.

Within minutes, they had found the stairwell, and took it down two levels, thankfully avoiding any AIM personnel on the way. They had only just emerged from the stairwell when Audrey came to a stop. "I _can't_ go on any further!" she wailed. "_I wanna go home!!_"

Wonder Woman looked grave. "Child, now is not the time..!"

"_No!!_ I _won't_ be ignored, any longer!" Audrey cried. "Some rescue _this_ is!! You're taking me _right_ into bad-guy central! I demand that you take me home, right _now..!_"

_Smack!_

Audrey's tirade was promptly cut off as Siryn's palm cuffed viciously across her face, leaving a red palm-print. "Is _that_ what you think this is about?" Siryn asked archly. "Your entire _country_ is being threatened, and you're concerned about _yourself?_"

Audrey started to open her mouth, but Siryn didn't give her a chance. "Do you want to know the _real_ reason why I've never been able to tolerate you, Audrey?" she snapped. "It's because you are nothing but a _disgrace_; your behaviour all through today is _proof_ of that! You are the heir to the Kasnian throne, Audrey; when your father passes – and believe me, one day, he _will_ – your entire country will look to _you_ for leadership. Not your father; not your advisors. _You._"

"You are the future ruler of your country…_so you had better start __**acting**__ like it._"

Audrey couldn't speak at that. Power Girl just arched an eyebrow. "How come _you_ got to slap her and not me?"

"_You_ likely would have killed her."

Power Girl thought for a moment. "Good point."

"Wow, a super-chick catfight! I _knew_ I shoulda brought my video-camera!"

Turning, the team spotted none other than Deadpool at the other end of the corridor, loaded down with weaponry. "I gotta hand it to all of you; I mean, comin' in here was pretty damn nutty, and _that's_ comin' from an expert!" he chortled, as he brandished an automatic in one hand, and an RPG-launcher in the other. "Be seein' you!" With that, he opened fire.

Raising her arms, Wonder Woman easily deflected Deadpool's bullets, while Colossus placed himself between the mercenary and his comrades, becoming a living wall. As Deadpool's rocket lanced towards them, Power Girl and Siryn both raised barriers, repelling the explosion. "We can't fight him in this small space! We have to head to the command center!" With that, they started to fall back towards the command center, with Deadpool pursuing them every step of the way.

To their chagrin, numerous AIM troopers joined up with Deadpool as he pursued them; by the time they had reached the massive steel doors blocking passage to the command center, a dozen troopers were hammering away at their defenses. Grimacing as she deflected dozens of bullets with her armlets, Wonder Woman called out, "Power Girl, try and get that door open!"

Darting to the door, Power Girl gave it a brief scan with her X-Ray vision; it was over two tons, ten-inch thick – lifting it was out of the question. "I think I can get it with my eye-rays, but I'll need a few minutes!"

Deadpool laughed. "News flash, Blondie!" he sneered, as he loaded a fresh rocket into his launcher. "You ain't _got_ minutes!" He started to take aim…

Before Deadpool could fire, a rumbling started to shake the corridor…as a section of the wall right next to him began to crack…and then _come loose._

Deadpool's eyes went wide. "_SON OF A..!!_"

His expletive was cut off as Superman shoved the metal slab out of his way, sandwiching Deadpool between it and the wall. Deadpool's backup started to take aim at him, but a crimson blur darted out of the hole created, zooming past them at deafening speed, creating a shockwave that sent half of them flying. The remaining six tried to regroup, but one was sent flying by a two-toed blue foot that vanished in a sulphurous cloud, as Nightcrawler reappeared, taking down two more with a split-kick, and then 'porting off again. The last three tried to get a bead on him, but they were sent sprawling by Android's metallic tendrils as they whipped out at them from the new corridor.

With the last of the AIM forces down, Berzerker breathed a relieved sigh. "_Man_, are you guys a sight for sore eyes!"

Superman chuckled. "Sorry we're late."

Flash grinned, as he jokingly elbowed Android. "We _might've_ been earlier, if somebody hadn't goofed on his hack!" he quipped. "Losin' your touch, Metal-Head?"

Android simply blinked. "_My initial attempts to hack this facility's security system were effective,_" he said, "_but then something…changed._"

Siryn arched an eyebrow. "Changed how?"

"_I cannot explain it,_" Android answered, "_but it was as if there were…another A.I. in the system._"

Nightcrawler grimaced. "_Mein Gott_, zat's _all_ ve need!"

"As interesting a notion as this is," Wonder Woman reminded them, "the only way to _stop_ this madness is to get inside that chamber."

"_Affirmative._" Android quickly darted to the control-panel by the massive door, merging his hand into it. "_Accessing…done!_"

Almost instantly, the door shifted in its frame, before it heaved out of the way, allowing them access. As they walked inside, dozens of AIM research personnel fled in their wake, racing for safety. "Okay, the controls for the rail-gun have to be on one of these consoles," Superman said. "Android, link up with their network and find out where they are…"

"_I am afraid that will do you no good, Superman._"

Whirling towards the center of the chamber, the entire team froze in utter _horror_, as an utterly _grotesque_ humanoid being, supported by a mechanized chair-harness, rose from a panel in the floor; the entity seemed to consist of little more than a head, its limbs clearly having atrophied beyond the point of use, with its face having expanded to take up the space. Clear plastic tubes fed translucent blue fluids into the harness as the entity guided its harness forward.

Audrey's cry summarized their collective opinions: "_Oh, GROSS!!!_"

"Dear God," Superman murmured, "what _is_ that?"

"Offhand," Flash muttered, "I'd say it's that 'other A.I.' that Metal-Head bumped into."

The entity smiled. "_You are correct, speedster,_" it droned. "_I am the intelligence that now guides Advanced Idea Mechanics._"

"But…what _are_ you?" Power Girl murmured.

"_You seem surprised,_" the creature chuckled. "_Did you truly think we would discard the bio-processor that you nearly destroyed?_"

Superman's eyes went wide. "You…you _didn't..!_"

The being just smiled. "_Yes, Kryptonian; I volunteered to host its remains, and this is the result – the perfect union of man and machine,_" it replied. "_I am a Mental Organism, Designed only for Computing, acronym M.O.D.O.C._"

Nightcrawler quietly crossed himself.

Superman's eyes narrowed. "We don't care _what_ you call yourself, pal," he said. "We're pulling the plug on your little project, right _now._"

"_We had determined the probability of your interference at 0.85,_" M.O.D.O.C. said. "_We also calculated the conditional probability of our success, given your presence, Superman, at 0.35._"

Berzerker grinned. "I _like_ those odds!"

"_We do not,_" M.O.D.O.C. said flatly. "_As such, we came prepared._"

Instantly, an image of the Earth appeared on the main view-screen, showing two objects approaching it…and _one_ object heading for the Watchtower. "_Prior to your entry, we sent the command to the orbital weapon to fire three projectiles: one at England, one at India, and one at your headquarters,_" the living computer said. "_We estimated the probability that you would disengage to intervene at greater than 0.95; we feel confident that you will not disappoint, Superman._"

Wonder Woman's eyes went wide. "You…you would kill _countless_ innocent people..?"

"_You are incorrect, Amazon; we have estimated,_" M.O.D.O.C. said flatly. "_Assuming a mass-to-explosive-force ratio similar to the test-firing, we predict a death-toll of 30,769,524; however, given that we have not tested an impact against a populated area, and that we do not know how your headquarters will react on reentry, this figure may be in need of revision._"

Superman froze; if he didn't stay and take M.O.D.O.C. and AIM down, then the rail-gun could potentially be used to hit _more_ targets…but if he _didn't..!_

"What are you waiting for?!"

Power Girl's voice brought him out of his thoughts. "We can handle things here!" she shouted. "_Go!!_"

Wonder Woman nodded. "The others will need you to stop those projectiles," she agreed. "We will manage." Superman's expression was grim…before he nodded in agreement; instantly, he shot straight up through the roof, tearing through steel like paper, to dart out into the open sky, flying off.

"Well, _that_ was pretty stupid."

Deadpool's voice surprised them as the Merc with the Mouth, battered and bruised, staggered into the command center. "Didn't you guys get the message?" he slurred. "You can slice him…you can dice him…hell, you can squash him, but ol' Wadey just keeps on comin'!"

M.O.D.O.C. chuckled, as numerous laser-turrets popped out of the floor, taking aim at them. "_With your most powerful teammate occupied, the probability of our success has climbed to over 0.90,_" he said. "_Surrender is the only logical option left._"

"A vord of advice, Herr Computer," Nightcrawler snapped. "_Never_ tell us zhe odds!"

M.O.D.O.C.'s smile turned truly sinister. "_As you wish._"

Every single turret started firing just as Deadpool opened up with his automatics, forcing Power Girl and Siryn to raise barriers to cover them all. "Android! Get to the computer and try to shut the weapon down!" Wonder Woman shouted, deflecting shots with her armlets as she spoke. "Power Girl, Siryn, keep Android and Audrina covered! Nightcrawler, Berzerker, Colossus, Flash, see if you can keep that…that _monstrosity_ occupied! _I'll_ contend with Wilson!" With those orders, their little band sprung into action.

After a few seconds of charging, Berzerker let fly with an electric surge that shorted out several turrets, allowing Nightcrawler to 'port in, landing on top of one turret, before 'porting away just as others opened fire, causing them to hit his perch, instead. Nightcrawler emerged from his 'port right on top of M.O.D.O.C.'s harness, and immediately started messing with the wiring. "Let's see…_zhis_ looks important…_ack!!_"

Nightcrawler's sabotage was cut short as a mechanical arm extended from M.O.D.O.C.'s back, grabbing him and tossing him off. "_Your efforts are useless, mutant; I have anticipated every one of your attempts to disable me._"

As Nightcrawler fell, Colossus stomped towards M.O.D.O.C., ignoring the stings of laser-blasts as he ripped two turrets right out of the ground. "Let us see if you are anticipating _this_, _comrade._" With that, he lobbed the turrets at the living computer; almost instantly, a laser-cannon extended out of M.O.D.O.C.'s harness, blasting the turrets away, sending the wreckage falling to the ground…but before it hit, Flash darted towards the computer criminal, leaping towards one piece of rubble, before leaping off it to touch the second one, and then leap off again, to land on M.O.D.O.C.'s back.

Flash chortled to himself as he darted to a computer-panel, his grin semi-manic as his hands blurred over the keys, hitting every button he possibly could; after a few seconds, all the active turrets stopped targeting them specifically, and started shooting wild. "How do ya like _them_ apples, Modey?" Flash laughed. Snarling, M.O.D.O.C. started to spin in his harness, tossing Flash off before he could do any more damage.

With the turrets malfunctioning, Wonder Woman was able to close on Deadpool, deflecting his bullets with her armlets. "You are outnumbered, mercenary," she snapped. "Surrender, and you will not be harmed."

Deadpool arched an eyebrow. "Be _happy_ to, hot stuff," he drawled. "Hell, what say we _both_ get out of here, and I show you how to _really_ use that whip of yours?"

Wonder Woman paused at that, her eyes narrowed in confusion…and then widened as she understood…

Her eyes narrowed in utter _rage._ "_You SWINE!!!_" she exploded; in less than a second, she had drawn her lasso, throwing it and snagging Deadpool by the neck. With a roar of sheer _fury_, Wonder Woman yanked Deadpool off his feet, sending him flying towards her…where his face met her fist, which sent him flying off, again. But Wonder Woman didn't stop there; tugging on her lasso, again, she sent him hurtling back towards her, to punch him again…and then pull him back, punching him again as he sailed off. For several minutes, Wonder Woman bounced him back and forth like a yo-yo, before flicking her wrist to release the lasso, sending Deadpool crashing into a monitor, out cold and out of the fight.

As another barrage of wild laser-blasts collided against her and Siryn's barrier, Power Girl grimaced as she glanced over her shoulder. "Any time, now, Mark..!"

Android's eyes were narrowed in frustration as he delved deeper into the base's systems, trying to sever AIM's link to the rail-gun…only to meet M.O.D.O.C.'s resistance on every front. "_I fear it will not be as simple as I had hoped,_" he reported. "_The primary control systems for the weapon are fully integrated into M.O.D.O.C.'s system; he has complete control over them. I am attempting to bypass his firewalls, but I will need more time…_"

Another laser-salvo crashed against their shield, causing Siryn to wince. "Time is not something we have in abundance, right now!"

Behind them, hiding under a terminal, Audrey softly whimpered, "Oh, God…this isn't happening, this isn't happening…"

Power Girl rolled her eyes. "So much for your pep-talk, LeRoux."

"Inspiring others is _Kal's_ forte, Blaire; not mine."

His beady eyes narrowing, M.O.D.O.C. spoke up. "_This has gone on, long enough,_" he droned. "_Your attempts to circumvent me have failed; now you and the entire world shall know the cost of crossing AIM._" With that, he closed his eyes, as his harness' lights started to flare…

Android's eyes went wide. "_He's accessing the rail-gun!_" he cried. "_He's targeting the Institute, again! I don't know if I can stop him in time..!_"

"_Terrific,_" Flash groaned. "If Metal-Head can't stop him, how are _we_ supposed to?"

Power Girl was silent for a moment…before her eyes went wide, as an idea – an absolutely _crazy_ idea – came to her. "We _don't_ stop him."

Siryn's eyes went wide. "_What??_"

Wonder Woman was equally incredulous. "By Hera, child, have you taken leave of your senses?"

Power Girl quickly turned to Android. "Mark, can you access the weapon's targeting system?"

Android blinked. "_Compared to the other systems, it is relatively unguarded…_"

"Could you change the rail-gun's target?"

"_Possibly…but where would I..?_"

Power Girl smiled slyly. "If we destroy this place, we neutralize the rail-gun," she said, "so why don't we let M.O.D.O.C. do it _for_ us?"

The others were shocked silent. Berzerker spoke first. "Ali, are you _NUTS?!_"

Power Girl looked around the group. "Does anyone have a _better_ idea?"

No-one answered. "Okay," Flash said slowly. "So we switch the target and run like hell; sounds good in _theory…_"

"_There is one problem,_" Android piped up. "_M.O.D.O.C. will likely detect my changes, and rewrite them._"

"Then we must stall him," Colossus observed. "How?"

His eyes narrowing, Android skimmed through the database, until he found M.O.D.O.C.'s schematics. "_His harness utilizes a similar cooling system to the original bio-processor; if he overheats, he will shut down, momentarily,_" he said. "_There is a critical vent on his right shoulder; if it is fused shut, he will overheat._"

Looking towards the criminal computer, Power Girl's eyes flashed electric-blue. "I see it; I think I can hit it," she said. "I'll have to drop my shield, though." She glanced to Siryn. "A little breathing-room, LeRoux?"

Siryn sighed. "Oh, very well." With that, she deeply inhaled, and unleashed a deadly sonic scream, flattening every single turret left standing, clearing the way for Power Girl to drop her shield, before firing a golden eye-ray, striking an exhaust-port on M.O.D.O.C.'s harness, fusing it shut. M.O.D.O.C.'s eyes went wide in agony…before they dimmed, as he sagged in his harness…

"_Mark, NOW!!_" Power Girl shouted. Instantly, Android went to work, diving into the network, finding the rail-gun's targeting system and gnawing away at the firewalls; within minutes, M.O.D.O.C. started to whir back to life…

Finally, Android pulled out of the network. "_Course correction complete!_" he declared. "_The rail-gun is firing…now!_"

The alarm klaxon started sounding _just_ as M.O.D.O.C. became aware, again. "_WHAT?!_" he hollered. "_What have you done?!_"

"Sorry, Modey," Flash said, "but it looks like you need to work on your aim!"

Power Girl shrugged. "We'll be leaving now," she added, "and if you're as smart as you seem to think you are, you'd do the same."

M.O.D.O.C. bristled at that, glaring at them angrily…before he retreated back into the floor, vanishing from sight.

By then, Deadpool had staggered back to his feet. "Not even _I'm_ crazy enough to stay here!" he declared. "I'm _outta_ here!" With that, he ran off.

Berzerker grimaced. "As much as I hate to agree with that nutjob, he's _right_; we gotta get _out_ of here!" No-one needed any more prodding than that, as they all raced to the exit, heading out of the base as fast as they could. AIM was already beaten.

All they had to do now was _survive._

XXXXXXXX

_Indian airspace_

After helping J'onn and the Javelin-1 deal with the projectile heading towards England, Superman had raced across the Eurasian skies as fast as he possibly could, meeting Green Lantern shortly after crossing India's borders; the second projectile was already large in the sky, burning red as it blazed towards Kolkata, minutes away from smashing into the city. At once, Green Lantern fired a ring-beam, encompassing the chunk of space-debris, while Superman fired his eye-rays, slicing the chunk into smaller pieces; as soon as he was done, Green Lantern split his containment-bubble into dozens of smaller bubbles, before flinging each piece back into space, where they would do no harm.

Even with Kolkata safe, Superman had no time to trade pleasantries with his comrade, as he darted straight up, into space, before flying towards the Watchtower at top speed. In seconds, he spotted the third space-chunk, floating towards their headquarters, the Watchtower's point-defense lasers firing rapidly, doing little damage to it. Flying towards it, Superman fired his eye-rays, slicing the projectile in two, before closing on it, and pulling the two halves apart, pushing them off in opposite directions into deep space, causing them to miss the Watchtower entirely.

Superman was about to head to the Tower, when he felt his communicator start to beep; taking it out, he saw that Batman had back-traced the three shots to a single position in orbit – he'd found the rail-gun. Skimming over more of the data, Superman's eyes went wide with horror as he saw that another projectile had been fired…on the AIM facility.

He _had_ to get the others out of there.

Superman was about to fly off, to intercept the projectile, but Batman's final statement on the file stopped him.

_Finish the mission, Kent._

Superman grimaced; loathe though he was to admit it, Batman was right. For all they knew, AIM could be moving the weapon to a new location; he had to get it _now._ His jaw set grimly, Superman flew off, to find the rail-gun…and _destroy_ it.

It didn't take him long to reach the location of the lone satellite: except for the two metal rods aimed at the Earth, it was hardly distinguishable from any other satellite…but as it fired its grappling cable, reaching for another chunk of space-debris, Superman _knew_ he'd gotten the right one. With one eye-ray, he severed the cable, before he flew right at the satellite, and pushed it _down_, into the Earth's atmosphere, forcing it into re-entry; within seconds, the satellite began to glow red with heat, until its hull began to blaze, buckling as the air shredded it. By the time Superman had let go, pulling himself back, it was little more than a ball of burning metal, on its way to the Pacific Ocean.

For a moment, Superman breathed a relieved sigh…until his earlier horror regained its grip on his heart, as he remembered the projectile already on its way to the AIM facility; with an extra burst of speed, Superman shot across the stratosphere, racing towards the facility as fast as he possibly could…

…but he was too late.

Superman had just crossed Kasnia's borders when the massive explosion lit up the sky ahead of him; fighting panic, he dropped altitude, touching down on the rim of the impact-crater.

There was no sign of _anyone._

Superman took out his communicator. "Boy Scout calling Speed-Demon; please respond." There was no answer. "Flash, are you there?!" he cried, trying to keep the panic out of his voice. "Diana? Piotr? Ray?" Nothing. "Kurt? Come on, Fuzzy, I _know_ you're there, so quit clowning around!" Silence. "Anita?" No answer. "_Ali?!_ Oh, God, _taushi_, speak to me!!"

Silence.

Superman felt his knees wavering as he looked into the crater. '_Oh, God…what if they're under all that..?!_' He never got the chance to finish his thought as his legs moved on autopilot, racing into the crater as he threw himself at the dirt, scooping out handfuls of earth at a blistering pace, tossing debris out of his way, hoping against hope that his friends were okay..!

"Looking for something, Big Blue?"

Superman _froze_, as he slowly stood up, and turned around…to find everyone standing at the crater's rim, looking at him, safe and sound.

Nightcrawler laughed. "It's nice to know you still care!" he quipped.

Superman almost couldn't speak as he slowly walked out of the crater, a smile slowly forming on his face. "How..?" he began. "Did…is everyone..?"

Wonder Woman softly chuckled. "We're all fine, Superman; a little bruised, but fine."

At that, Superman let out a _real_ sigh of relief…which only felt _more_ genuine as he spotted Power Girl; slowly, he walked towards her…

Seeing him approach, Audrey smiled. "Oh, Superman, I just _knew_ you'd come to save…me?" Her voice trailed off as he walked right _past_ her, stopping in front of Power Girl.

Power Girl just smiled. "Hey."

Superman was able to find his voice. "You're okay?" he whispered.

Alison nodded. "We…we were able to get out of the facility on foot…but we didn't have time to get everyone away, so Siryn had to 'port us…" she stammered.

Superman slowly nodded, as his hands gently cupped her shoulders. "You're okay."

Alison kept going. "…we – Siryn and I – had to put up a shield, because we couldn't _quite_ get clear of the shockwave…and we lost the Javelin in the blast, so…"

Slowly, Superman leaned in, touching his forehead and nose to hers. "You're okay."

That contact was enough to bring Alison back, as she closed her eyes, resting her hands comfortably on his chest, directly over the crest of the House of El. "Yeah, I'm okay," she murmured. "We're all okay."

Superman allowed himself a small smile. "_Taushi_…you scared the _sunlight_ out of me."

Alison softly smiled. "Well, after all the times you've scared _me_ out of half my life, I guess that makes us even," she cooed.

As she watched Audrey's eyes went wide. "Are…are they..??"

Next to her, Siryn sighed. "I'm afraid so."

Slowly, Audrey started to smile. "Oh, this is just _too good..!_"

"_Not a word._"

Startled, Audrey turned to see Siryn glaring at her. "But..!"

"_Not. A. Word._"

Audrey gulped. "Okay."

As he and Power Girl drew apart, Superman turned back to the others. "Well, what say we get Her Highness back home, and then call it a day?"

"Sounds good to me," Berzerker said. With that, the entire team turned, and headed towards the Kasnian capital, as Superman tapped his belt-computer, hailing the nearest Javelin for a pick-up.

The crisis was over.

XXXXXXXX

_Castle Doom, Doomstadt, Latveria_

After they'd dropped Audrey back at her home and returned to the Institute, Anita had discreetly excused herself to her room, and shut the door behind her…before teleporting herself to Castle Doom.

Her father had to be appraised of today's developments.

As she'd expected, Anita found her father in his laboratory, working on what he had undoubtedly been working on for the past few months; slowly, she walked towards him…

"_I trust everything went well, Anita?_"

Coming to a stop, Anita promptly bowed. "Of course, Father."

"_Good,_" Doom answered. "_And there were no other…incidents?_"

Anita suppressed a gulp. "What do you mean?"

Doom chuckled. "_My child, you do not think you can deceive your father, do you?_"

Anita gulped; he knew. "Forgive me, Father; earlier today, Audrina was kidnapped. We were able to rescue her, but that is no excuse for my lapse in my duties…"

"_Your duties, Anita, were to do exactly what I wanted you to do,_" Doom replied. "_You performed admirably alongside Kal-El against AIM; his trust in you grows, no doubt._"

Anita's eyes went wide. "Papa…y-you _knew?_"

"_My child…who do you think it was that manipulated AIM into seeking Gregorio out?_" Doom asked. "_An informant here, a few misplaced intelligence reports there…and Advanced Idea Mechanics realizes that they have an easy mark._"

Anita was silent for a moment. "_You?_" she gasped. "But…how could you..?" Suddenly, she froze, as she realized what she'd just said, before lowering her head.

Doom arched an eyebrow. "_You question me, Anita?_"

"_N-No_, Papa; _never!!_" Anita cried. "It's just…I'd thought that…s-surely you would have preferred such a weapon in Latveria's arsenal..!"

Doom softly chuckled. "_My child, when the knowledge of one of the universe's most advanced races is soon to be ours, what need could Doom have for such a toy?_"

"Of course, Father," Anita said dutifully. "Then…may I ask why?"

"_When the time comes for you to rule, my child, you will need to be able to gauge the political climate, not only of your own country, but those around you,_" Doom said. "_Ever since the good Councillor Wazzo's visit, there has been a growing isolationist movement within Europe…led by Gregorio._" Doom chuckled darkly. "_Now that Gregorio owes two favours – one to Kal-El for his heroics, and one to Doom for silence – that, I believe, will soon change._"

Anita was silent. "You…approve of Earth joining the Confederacy?"

"_Establishing trade relations with other civilizations potentially willing to exchange resources and technologies? Is there any reason Doom should not?_"

Anita slowly nodded. "I see," she said, bowing. "Thank you for clarifying things for me, Papa; may I take my leave?"

"_You may, my child; good-bye._"

With another bow, Anita 'ported herself back to her room…but after she'd arrived, she remained still, her mind racing at what she'd learned.

Her father had _intentionally_ endangered Kasnia – along with countless millions of people – to further his agenda.

That notion had never bothered her…until now.

Quietly, Anita sat down on the edge of her bed, trying to order her thoughts. '_He is my father,_' she told herself. '_He has an answer for the entire world; he knows what must be done._' She kept repeating those thoughts, over and over…and tried to ignore the other thoughts, the ones that told her she was _wrong…_

XXXXXXXX

_Xavier Institute_

By the time night had fallen, the Institute had pretty much gotten back to normal. After changing back into her street-clothes, Alison had retired to her room, to practice using the _Kri'Nura_; slowly, Alison glided her hands over the Kryptonian instrument, flinching when her hand slipped, sending the tone off-key. '_Darn it, Clark never said how hard this thing would be…_'

"Making progress?"

Looking up, Alison smiled as she saw Clark standing in the doorway. "A little," she answered, waving him in. "Not much, though."

Clark smiled. "You'll get there," he assured her. His smile turned wry. "Mark told me about your 'idea,' today."

Alison tried to look as innocent as she possibly could. "And?"

Clark's smile turned a bit strained. "You're insane, you know that?"

"Says the man who dragged a nuclear missile into deep space," Alison teased. "Besides, after spending the day with two princesses, I think I _can_ cop an insanity plea, thank you."

Sighing, Clark raised his hands in defeat. "Okay, okay," he relented. "Look, I know I don't have a leg to stand on with the 'crazy stunt' issue, but…couldn't we _both_ at least _try_ to give each other a little 'heads-up,' in the future?"

Slowly, Alison smiled. "I think I can do that."

"Good." Clark's expression turned a bit worried. "I heard what Anita said to Audrey; do you think she'll talk about…_us?_"

Alison shook her head. "I don't think so. Audrey's not really_ bad_; she's spoiled absolutely _rotten_, but she's not evil. She won't talk." '_I hope._'

"Good." Clark chuckled. "You have enough to deal with without demands for duets with _Superman._"

Alison giggled. "Oh, don't worry; there's no _way_ that's happening."

Clark arched an eyebrow. "And why not?"

Alison blushed. "_Tausha_, I absolutely _love_ you…but I've _heard_ you when you sing to yourself in the shower, sometimes."

Clark paused. "Yeah..?"

"Baby…you could make Simon run screaming from the studio."

Clark scowled. "Wow, Ali, you sure know how to sweet-talk a guy."

Alison buried her face in her hands. "I'm _sorry!_" she half-laughed. "I'm afraid it's _true_, though; you have so many absolutely _incredible_ abilities and qualities…but music is _not_ one of them."

Clark rolled his eyes…before his smile turned sly. "_Forgive_ me for not being able to hit the high notes like _someone_ does in the bedro…"

"Oh, shut _UP!_" Alison laughed, playfully shoving him off the bed…only to land on top of his chest when his arm caught hers, pulling her down with him.

For a few long seconds, they simply gazed into each other's eyes, until Clark broke the spell. "_Taushi…_I thought I'd lost you, back there…"

Alison could only stare back, feeling her bones start to _liquefy_ as her lover's arms encircled her waist. "I…know what that feels like…" she whispered. Slowly, she leaned down, as Clark reached up, their lips inching towards each other…

…until Clark suddenly froze, his eyes going wide. "I…I have to go…"

Alison smiled wistfully. "I know," she cooed. "I'll wait up for you…and when you get back…"

She slowly leaned down, to whisper in his ear. "_…why don't we find out how high my voice can __**really**__ go?_"

Clark's eyes went wide. '_Wow._' Slowly, Alison rolled off of him, allowing Clark to stand up, at which point he reluctantly hurried off, donning his uniform and darting out the window. Sighing to herself, Alison stood up, and headed out of her room…

…where she came face-to-face with Anita.

Neither of them spoke, at first. "Look," Alison finally began, "about what I said, earlier…about your…"

Anita rolled her eyes. "Spare me your pity, Blaire; I have no time for it."

"It's _not_ pity," Alison answered. "It's just…I crossed a line I shouldn't have."

"Then don't cross it, again.

Alison shook her head. "Don't worry; I won't."

Anita was silent for a moment…and then she scowled. "_Don't_ think this makes us friends, Blaire; I _still_ don't like you."

Alison frowned back. "_Good_, because I still don't like _you._"

"Good."

"Good."

Both of them were silent at that.

Alison blinked. "You doing anything?"

Anita arched an eyebrow. "No. Why?"

Alison smiled slyly. "We never _did_ finish that simulation."

Slowly, Anita's expression matched hers. "No, we didn't, did we?" she answered. "Very well, Blaire; if you're in _that_ much of a hurry to lose…who am I to argue?"

Alison laughed dryly, as she and her worst enemy headed to the Danger Room. "Dream on, LeRoux; dream on."

XXXXXXXX

_Undisclosed location_

"…no, that's okay, Scott; you can tell him to call me when he can. I'm just glad to hear you're all okay. Talk to you later."

Switching off his cell-phone, Lex stepped out of the black limo he'd been provided, walking into one of the facilities his new 'friends' operated out of. After about five minutes of security-checks, he finally came to a high-tech command center, where the three members of the Project he knew most were waiting for him – Amanda Waller, the short, violet-suit-clad African-American head of the NSA, Henry Peter Gyrich, a gangly, red-haired political analyst conducting studies on superhuman activities, and General Lassider, a tall, well-built, grey-haired military man – along with one other.

Turning towards Lex, Deadpool grinned behind his mask. "What's up, Baldy?"

His eyes narrowing, Lex spun on the other three. "What is _he_ doing here?"

"Easy, Lex," Amanda soothed. "Wade here is one of our contacts; he's been working AIM as a double-agent, and was able to get the access-codes to the rail-gun for us."

The General scowled. "Yeah, for all the fat lot of good they did."

"Hey! How was _I_ supposed to know Blue-Boy had knocked it out of orbit?!"

Lex wasn't cowed. "You never said you were hiring someone like _him._"

"We needed someone capable of getting what we needed, Luthor," Lassider spat. "That's a _lot_ more than I can say for _you..!_"

"_General._" Amanda turned to Lex. "Now that the orbital weapons-platform has fallen through, Lex, our next order of business is to locate Superman's stronghold; any progress in that regard?"

Lex sighed. "No, Waller; like I told you, he's not going to go for it. He wouldn't even let me take a peek at his spaceship, not that it would do any good. Besides, even if we _could_ duplicate his tech, apparently, Krypton had some law that prevents him from interfering in our development…"

"Well, what that _alien_ fails to realize," Henry snapped, "is that this _isn't_ Krypton. This is _our_ planet, _our_ home, and the only laws that matter here are _ours!_"

"We're all aware of that, Henry," Amanda said. To Lex, she added, "I'm afraid that all I can tell you is to keep trying, Lex; if you can get Superman to share his technology, it would give this country _exactly_ the kind of edge it needs."

Lex sighed. "I'll see what I can do."

Amanda nodded. "We'll contact you when we have a new assignment for you." To Deadpool, she added, "You'll receive the fee we had agreed upon, Wilson; you may go." With that, both Lex and Deadpool headed out.

As he walked, Lex couldn't help but feel uneasy next to the Merc with the Mouth. "Waller hired you to sneak into AIM?" he finally asked.

"Yep."

Lex shuddered to himself. "I'm almost afraid to ask what else she's planning."

"Beats me; ask the author."

Lex stopped. "_What??_"

"The author," Deadpool persisted. "You know, the guy makin' this shit up?"

Lex was incredulous. "What are you _talking_ about?"

"Well, _duh!_" Deadpool said. "We're _comic-book characters_, Baldy!"

Lex's tone was flat. "Really."

"Yeah…but the _real_ kicker is that we're not supposed to _be_ here!" Wade chortled. "There are _two_ comic universes; I'm from one, and you're from the other! The only reason we're talkin' now is 'cause some punk kid mashed the two together and is makin' a story out of it!"

'_Well, now I've heard everything,_' Lex thought. "Yeah, and I'm an evil mastermind with a henchman named Otis."

"_Hey!!_ Quit readin' ahead!" Deadpool snapped. "Not sure about that Otis guy, though; I think there was a movie about it…"

"Whatever, pal; whatever." With that, Lex strode off, leaving Deadpool behind.

Deadpool was crazy, no doubt about it; he was _not_ a comic-book character, and he _certainly_ wasn't evil; he was just out to help his country, any way he could.

He was doing what Clark would do, in his position; so he had to deal with a few unsavoury guys; big deal. In the end, he was doing the right thing.

And that was all there was to it.

XXXXXXXX

_Coming Soon:_

_A field-trip to outer space quickly becomes a rescue-mission…as the Man of Steel receives a distress-call…_

…_from __**home.**_

_As the League and the X-Men race to a frozen world, they end up finding more than they bargained for…_

_Will our heroes make it home?_

_Find out, in "Family Matters," coming to your computer soon…_


	23. Family Matters

CHAPTER TWENTY-TWO: FAMILY MATTERS

_Jupiter, Sol System, March 2, 2009_

Far beyond Earth's gaze, in the middle of the Solar System, the planet Jupiter lay silent, its numerous moons circling the massive gas-giant, its single red spot – an enormous storm – swirling and swelling angrily like a cosmic blemish. Over 5000 miles above Jupiter's surface, in the outermost layer of its atmosphere, all was silent…until an entire flock of huge, dark-grey-skinned creatures, each with two wing-like limbs, bearing two chambers on each wing to combust methane to propel their flight, and a cylindrical head with jagged mouthparts, with a short tail in the back, soared across the sky, piercing the silence with their echoing shrieks. As they flew, more and more of their brethren joined their formation, adding their own calls to the cacophony, flying on across their planet…utterly oblivious to the three creatures following them several kilometers behind.

From their position behind the creatures, Superman smiled as his nano-suit's visor recorded what they were observing, before he glanced to his two comrades. "So, Doctors, what do you think?"

Behind the visors of their space-suits, Reed and Susan's expressions were both ecstatic. "I can't believe we're finally _here!_" Susan exclaimed. "Reed…_look_ at them!"

Reed nodded. "What do you suppose they're doing?" he asked aloud.

"Beats me," Superman answered. "Those calls they're making…they're definitely different from any they've made prior to this little…whatever it is they're doing. I wonder if maybe…"

His voice trailed off as the three of them watched a _new_ development: one of the creatures slowly glided into proximity of another, letting out a softer version of its earlier cry…to which the second alien responded. Their declarations made, both creatures broke off from the flock, flying away together in a different direction.

Reed chuckled. "Well, that answers _that_ question."

"This must be some kind of…seasonal mating-flight!" Sue observed. "Do you think they do this once a year? Every two years? Three?"

"Who knows?" Superman asked, shrugging. "The only way to find out is to stay year-round…which, unfortunately, we can't do."

Sue picked up on his subtle hint. "I suppose we've delayed you long enough," she said. "Reed, I think we'd better go, now."

"But I was hoping we could follow one of the mating-pairs," Reed protested. "We still know nothing about how these creatures reproduce…"

Smiling gently, Sue placed her hand on her husband's arm. "Reed…would _you_ like it if somebody walked in on _us_ while we were…_involved?_"

Reed's eyebrows shot up past his hairline as the implication sank in. "Good point." Softly chuckling, Superman took a firmer hold of his friends' arms, before he flew them back up, out of Jupiter's atmosphere, and into orbit, where the Fantasticar was waiting for them, tethered to the _Argo_ by the Speeder's drones. Tapping his belt-computer, Superman activated the _Argo_'s point-to-point teleporter; instantly, the blue-white beam engulfed them, before it shone through the cockpit of the Fantasticar, depositing them there, where the rest of the Fantastic Four was waiting for them.

As Reed and Sue removed their helmets, and Superman retracted his nano-suit, Johnny scowled. "So, can we go home, now?"

"Johnny," Sue admonished, "Kal was kind enough to let us tag along with him; it wouldn't kill you to show _some_ manners."

Ben chuckled. "Whaddya expect, Susie? Matchstick's still sore about being left behind."

Johnny's scowl grew. "Why couldn't I have tagged along?"

"Johnny, the atmosphere those creatures live in contains a significant amount of methane gas," Reed explained.

"So?"

Ben rolled his eyes. "The air's _flammable_, Flame-Brain; you flame-on, you'll end up fryin' the whole _planet._"

Johnny seemed to deflate at that. "Oh."

Sue's expression was curious as she glanced to Superman. "Still, I'm curious: why _did_ you need to come here?"

"There was something I needed to see," Superman answered, as he took out his belt-computer, sending the commands for the _Argo_ to resume course. "I'd buckle up," he added, as he braced himself against the wall. At once, the Four buckled in, hurrying as they saw the _Argo_ start to extend its pylons ahead of them, raising its protective field…before its pylons flared to life, sending the Speeder streaking away at trans-light speeds, to come to a perfect stop, several long seconds later.

"Jeez, I'm _never_ gonna get used to _that,_" Ben groused, as he unbuckled from his seat.

Looking out the window, Reed's eyes went wide as he took in the innumerable rings of Saturn. "This…this is the farthest any human has ever been in our solar-system…"

Superman nodded, as he pointed out the main view-screen. "Which makes all of you the first humans to _ever_ see one of _those._" Slowly, the Four followed his gesture…and saw the enormous, circular structure, consisting of eight separate crystalline modules, each surrounded by two smaller crystals, with a central crystalline hub, emitting a regular energy-pulse every few seconds.

Reed's expression was awed. "Is…is that..?"

"A Kryptonian World-Gate," Superman confirmed. "Tinya said she spotted it on her way back to Earth; she said her mom was pretty sure it was still working, but I wanted to see for myself." He checked his computer…and smiled. "Yep; still transmitting its Synchronization Beacon. This Gate's still running."

"Good to know," Johnny said. "Now what?"

Superman's smile grew. "_Now_ we test it out."

Sue blinked. "Hang on; didn't you say that your people had shut those things down?"

"I said my people had shut the Gate _network_ down; the Gates themselves are still operational," Superman answered. "I was recently looking through some of my father's old notes; apparently, he discovered a back-door in the Gates' systems – by ordering a Gate into its Maintenance Mode, he was able to trick one Gate into connecting to another _outside_ of the network."

Ben whistled. "Smart fella," he said. "So, you're gonna see if you can fire that bad-boy up, huh?"

"That's the plan," Superman replied, as he finished typing the commands into his computer…and entered them. "Okay…here we go..!"

For a brief moment, nothing happened…and then, one of the crystal spokes of the Gate shifted, its two smaller crystals contacting the main unit, causing it to start sparking with blue-white electricity. Seconds later, a second unit started sparking, causing both units' glow to double in intensity. A third unit soon followed…then a fourth…then a fifth, and then a sixth; within seconds, all eight units were glowing like miniature suns, humming with energy, before each unit fired an off-white beam at the central hub. The second it was struck, the hub-crystal started to spin, separating into eight smaller crystals, which drew apart slowly, each one heading towards a larger unit…gradually pulling open the swirling vortex of energy that had formed within it.

As the Gate completed its function, opening the vortex to its widest diameter, Superman smiled to himself, his smile growing as Reed gave him a friendly pat on the back. "It looks like congratulations are in order."

Ben just smiled one of his toothy grins. "Not bad, kiddo," he said.

Tapping his belt-computer, Superman started entering a few more commands. "I should be able to send a Sensor-Drone through the Gate and back before I close it; hopefully, I'll be able to get some good readings – see what it looks like."

Johnny arched an eyebrow. "See what _what_ looks like?"

Superman's smile became a bit wistful as he spoke. "_Home._"

XXXXXXXX

_Ku'Raon System, Xerius Galaxy_

Silence reigned in the ancient Ku'Raon System, the heart of the Xerius Galaxy, as it had for the past thirty years; with Krypton's death, the entire system had fallen to ruin. Countless glowing green crystalline asteroids littered the empty space, reflecting the dull red light of dying Rao, as the old star continued to wheeze out its rays. The first and second planets of the system – Hae'Lon and Neroth – had been obliterated by the death-rattle of their brother, leaving behind shattered rocks and empty gravity-wells. The fourth and fifth planets – Zurok and Lel'Ran – had simply been razed; the planets remained, but were utterly barren.

And Argo, the sixth and last planet of the system, had escaped the radiation-wave of her brother-planet's death, but the sheer force of the blast had pushed it to the very ridges of Rao's gravity-well, while also destroying the still-functioning climate-control satellites that had been running on automatics since the loss of her people to the terrible Eradicator weapon. With this new orbit, coupled with the loss of the satellites, Argo was now a frozen shell, blanketed by the Eradicator's deadly waves, where no soul, living or dead, dared to tread…

…save one.

At the limits of the ruins of what was once Argo's capital, Argonopolis, a lone structure stood lit, alone amongst the darkened wreckage of the city; within the former home of a proud family, in the lower levels, far from the Eradicator's insanity-inducing reach, a single crystal centurion stood guard over its charge, inches from where the Master and Mistress' frozen skeletons lay, continually monitoring the various systems of its home from a crystalline console: cryostasis life-signs, EPM power-levels, and readings from the proximity sensors it had stationed outside the estate.

From its workstation, the lone guardian pored over the estate's EPM-levels; EPMs One through Five were utterly depleted, and EPM Six, the very last one, was 50 percent depleted. Once it was gone, the only way to preserve the Young Mistress was to utilize its own power-core…

Suddenly, the console started to beep, as its connection to Argo's remaining long-range satellite sensors became active; scanning the console, the guardian found the cause.

The satellites had detected the power-signature of an active World-Gate.

_Help was coming._

With unnatural speed and mechanical precision, the sentry entered several commands into the console, hacking into the remnants of Argo's communications grid; with no-one there to stop it, the task was all the easier. In seconds, the signal was ready; tapping a single crystal, the centurion sent it on, into the open Gate…

…with the hope that _someone_ would hear it, and come help.

XXXXXXXX

_Sol System_

Superman had just finished typing the commands to launch the drone when the high-pitched, intense pinging noise echoed through the Fantasticar. "What in the world..?" Reed asked aloud.

The pinging was interrupted by the beeping of Superman's belt-computer; checking it, his eyes went wide as he saw that a _massive_ amount of data had been downloaded to the _Argo_'s flight-logs. '_How on Earth did that..?_'

But his thoughts were promptly silenced as his mind suddenly went _haywire_; his eyes went wide, as he was suddenly knocked back, gasping for breath. He could see the Fantastic Four running to his side, calling his name…but that vision was quickly replaced by others.

_A city of ice…_

_A structure of crystal…_

_A frozen chamber with a person inside…_

_Five black crystals, with one a dull grey…_

_He had to help…_

"_A-Argo,_" Superman choked out, "d-disengage Gate-Drive…and initiate T-Trans-Warp burn…b-back to Earth."

With that, he blacked out.

XXXXXXXX

_Bayville High_

"_Scott Summers, Jean Grey, please report to the principal's office._"

Scott and Jean had just been gathering their books at their lockers to head home when they heard the announcement. '_Any idea what that's about?_' Scott sent to Jean through their link.

Jean shook her head. '_No clue,_' she sent back. Her expression turned stricken. '_Do you think it could be trouble?_'

Scott grimaced. '_We'll find out soon enough, won't we?_' With that, the two of them headed on, towards Principal Kelly's office.

As soon as they had reached the office, the secretary ushered them right in, where they found a tired-looking Principal Kelly behind his desk, with a confused-looking Mark and a stricken Tinya on one side…and an irate Duncan on the other.

Scott in wardly grimaced. '_Hoo, boy._' "Is something wrong, Mr. Kelly?"

Edward sighed. "I'm afraid that there was a minor altercation, a few minutes ago," he answered. "involving Mr. Matthews and your friend."

Jean's eyes went wide. "What happened?"

Duncan glared at her. "Your little robo-freak made me look stupid, is what happened!" he snapped.

Scott arched an eyebrow. "Since when have you needed help doing _that?_"

"_Scott,_" Edward said flatly.

"Sorry, sir," Scott answered, before turning to Mark and Tinya. "What happened, guys?"

Tinya spoke first. "We were in Physics class," she began. "Mr. Wells had just called on Duncan to answer a question…"

Duncan steamrolled over her. "…and just when I answered _right_, the little slime-ball makes me look like an _idiot!_"

Mark blinked. "_It was only a minor error,_" he stated. "_You had only utilized two significant digits instead of four. Your answer itself was correct; I merely expanded it._"

Tinya nodded. "Anyway, after class, Mark and I were just heading to our lockers, when Duncan takes a swing at him!"

Edward's eyes narrowed crossly. "Duncan? Is this true?"

Duncan scowled. "The little freak _deserved_ it! Not only that, he used his freak-powers and turned himself into jelly! He nearly ripped my hand off!"

"_You misunderstand, Duncan,_" Mark replied. "_When your fist impacted my face, it disrupted the organization of the nanites that make up my physical structure. When you failed to withdraw your hand, my nanites began to auto-assemble the nano-lattice __**around**__ your hand; upon realizing this, I instructed them to disperse, allowing you to remove your hand._"

Duncan sneered. "Yeah, like we can trust the word of a..!"

"_Duncan,_" Edward warned, "you may have whatever opinion you choose, but while you are on school grounds, you will refrain from using such language."

Duncan was floored. "Y-You're taking _their_ side?!"

"I am not 'taking sides,' Mr. Matthews," Edward said. "Given that no-one was hurt, and that you threw the first punch, I am willing to drop this." He looked to the rest of them. "Any objections?"

Scott shook his head. "No, sir."

"Very well, then," Edward said. "You may go." At that, Duncan scowled…before he turned, and stormed off, as the others got up, and headed out.

As they walked back to their lockers, Scott sighed. "A word of advice, Mark: most people don't really like it when you correct them."

"_But there was no real error; Duncan merely required additional significant digits in his response…_"

"Trust us, Mark," Jean agreed, "for someone like Duncan, that was enough."

By then, they had met up with Alison, Kitty, and Lance, who had been chatting with Taryn and Paul. "Hey, Jean," Taryn greeted, with a knowing smile. "I was just asking Ali if she was going to bring you-know-who to the prom."

Alison suppressed a groan. "Taryn…"

"What?" Taryn asked. "I can't believe you're being so hesitant about this, Ali! Don't you _want_ to show him off?"

"_No_, Taryn," Alison answered. "I am _not_ going to guilt Kal into jeopardizing his identity just for one dance; not after the _last_ time we tried that!"

Paul chuckled. "She's got you there," he quipped, prompting Taryn to half-heartedly elbow him.

Kitty giggled. "As much as I agree with you, Ali, can you just _imagine_ the look on Adrienne's face if you two were to show up together?"

At that thought, Alison couldn't help but smile…before she quickly shook her head. "_No!_ _Forget_ it, guys! It is _not_ happening!"

With a sigh, Taryn turned back to Jean. "So, how's the planning on the prom-committee going?" she asked.

"Surprisingly well," Jean answered, "considering everything that's happened, recently."

Lance snorted. "You mean how every time we turn around, some nutbag wants to blow up a city, or drop an asteroid on Earth, or..?"

Noting Paul and Taryn's expressions, Scott jumped in. "I think we get the point, Lance."

Quietly giggling, Tinya looked to Alison…and paused as she saw her friend's expression. "Ali? Are you okay?"

Alison's face had suddenly grown pale, as she put her hand to her head. "Ugh…yeah, I think so," she murmured. "I just got this…_killer_ headache…"

At that point, Mark perked up. "_Alert: my sensors are receiving a high-intensity signal on a sub-space frequency,_" he reported. "_The signal contains a large amount of encrypted data; I am attempting to decode it…_"

'_Scott, Jean, gather the others and return to the Institute; we have an emergency._'

The very instant they received the telepathic summons from their mentor, Scott and Jean both froze. "Sorry, guys, we're gonna have to deal with this later," Scott said. "The Professor needs us back at the Institute."

Kitty's eyes went wide. "Anything wrong?"

"The Professor said it's an emergency; he wouldn't say more than that," Jean answered, before giving Paul and Taryn an apologetic smile. "Sorry."

Paul shrugged. "Hey, don't worry about it; you guys have bigger fish to fry."

"Thanks," Scott said, before his eyes narrowed behind his shades. "Let's go!" With that, he and his teammates hurried off, to find the others and head home.

XXXXXXXX

_Xavier Institute_

The very second Professor Xavier had sent out his telepathic summons, Madelyn had hurried to the infirmary, following Scott, Jean, Alison, and a few others that had just arrived from school, along with Logan and Raven; upon reaching the infirmary, Madelyn's eyes went wide as she saw Superman lying on a cot, out cold, with a whimpering Krypto at his bedside, as Hank and Mr. Fantastic stood by, performing what tests they could, with the Professor and the rest of the Four standing by.

The second she saw him, Alison ran to his side. "_Kal!!_" she cried, taking his hand. "Baby, speak to me!"

Scott looked grim. "What happened?"

"We don't know," Sue answered. "We had just reached Saturn; Kal was testing that 'World-Gate' when it happened."

Ben nodded. "He'd just opened it up, an' this pinging started comin' from it; poor guy dropped like a sack of potatoes."

Madelyn looked stricken. "Is he okay?"

Poring over his scanner's readout, Reed breathed a relieved sigh. "I think so; whatever that was, it caused his brain-activity to suddenly spike beyond normal levels…or, at least normal levels for _him_, anyway. He should be waking up just about…_now!_"

"Ugh…"

With a groan, Superman's eyes opened…before he gasped, sitting bolt upright. "W-What happened?!" he cried. "I-I need to get to the Institute! I've got to..!"

"Whoa, take it easy, big guy," Scott said. "You're already here; just calm down."

As Superman relaxed, the Professor spoke up. "Kal, can you remember what happened?"

"I…I had just activated the back-door in the Gate…I had established a link between Krypton's system and ours…" Superman said. "I was about to send a drone through, when…" His eyes went wide. "Oh, my _God…_"

His exclamation was cut off as he winced, putting his hand to his forehead…at the exact same moment that Alison did the same, while Krypto softly whined. As the attack passed, Superman met Alison's eyes. "You felt it, too."

Logan arched an eyebrow. "Care to clue us in, Flyboy?"

Superman looked grave. "I have reason to believe that, upon actiavting the World-Gate, I was hit with a Beacon-Wave."

Jean blinked. "A what?"

"It's actually called a Sub-Spatial Bio-Quantum Translation Wave," Superman explained. "It's a high-energy signal that transmits through sub-space until it intersects either a Kryptonian brain or a Kryptonian receiver; in either case, upon intersection, the signal is translated back into normal space, downloading all the information contained in the signal to the receiver, be it biological or technological. Basically, it operates on the same principal as the Fortress' Knowledge Chamber."

Johnny whistled. "Man, to knock _you_ out, that must've been a heck of a signal."

Superman nodded. "In order to send it through the Gate, it must've been powered by one or more EPMs," he agreed, "but the most important fact is that my people are the _only_ ones who knew how to send those kinds of signals."

Alison's eyes went wide. "_Tausha…_are you saying..?"

Superman nodded. "One of my people may still be alive."

Scott's eyes went wide. "You want to organize a rescue-op, don't you?"

"As soon as possible."

Alison was the first to speak. "I'm in." Krypto promptly barked his agreement.

"I'll go," Scott said.

"Me, too," Jean agreed.

"_I will assist,_" Mark stated.

"Likewise," Lance said.

"Same here," Kitty added.

The Fantastic Four looked grave. "We'd like to help," Reed said, "but we're needed for a conference on climate change."

Ben nodded. "Sorry."

"No need to apologize," Superman replied. "Well, if that's everyone…"

"Ahem." Madelyn's voice interrupted him. "Might _I_ be of assistance?"

Everyone was mildly surprised at her offer. "What?" Madelyn asked. "Don't instructors go on missions, too?"

"Aunt Maddie…are you sure about this?" Jean asked. "I mean…we have no idea what we could be getting into…"

"Jeannie, you're forgetting I'm a S.H.I.E.L.D. agent," Madelyn answered, mildly annoyed. "I'm hardly a slouch."

No-one else had any objections to that. "Everyone who's going, head to the _Argo,_" Superman instructed. "We'll head to the Fortress to gear up, and then head off."

The Professor nodded. "Good luck." With that, the nine of them headed out, towards Superman's parked spaceship…

…as Madelyn wondered if, maybe – _just_ maybe – she'd bitten off a bit more than she could chew.

XXXXXXXX

_North Pole_

Within minutes of departure, the _Argo_ had arrived at the Fortress, touching down in the Vehicle-Bay; as they Speeder's teleporter-beam deposited them outside, Madelyn looked around. "Well, I can see what all the fuss is about," she said, "but why did you need to black out that screen?"

"Plausible deniability, Agent Pryor," Superman answered. "This way, if your superiors ask you about it, you don't have to lie."

Madelyn chuckled. '_Well, I can't wait to see the look on Bob Kelly's face when he DOES ask._' "Smart man."

Superman's expression was firm as he glanced upwards. "Fortress: transfer all event-data from the _Argo's_ flight-logs and beam us to the War Room."

"_Acknowledged._" Instantly, another teleporter beam engulfed them, taking them to a higher section in the Fortress' central crystal spire, depositing them in the Fortress' War Room. Tapping a crystal in the central table, Superman brought up a holographic interface; tapping a few holo-glyphs, he then raised eight holo-screens, showing each of the other members of the Justice League. "_Uplink established._"

Superman nodded. "Boy Scout calling Magnificent Nine; we have a potential emergency, Priority One."

Batman was the first to respond. "_Acknowledged, Boy Scout; what's the situation?_"

Superman's face was grim. "Less than an hour ago, during a test-activation of the World-Gate in this system, I intercepted a signal, originating from the Ku'Raon System…where Krypton once lay."

There was a moment's silence. "_Hang on…_" Spider-Man spoke up, "_…I thought you said that place was empty ever since your planet…well, you know…_"

"That's what I thought, too, Spider-Man, but this signal indicates otherwise," Superman answered. "One of my people may have survived."

Wonder Woman looked stricken. "_Hera…we must assist them..!_"

"That's the plan, Wonder Woman," Superman said. "Some of our friends from the Institute have volunteered; they're at the Fortress with me, now."

Green Lantern's expression was grave. "_What exactly __**is**__ the situation in Ku'Raon? Did that signal give any details?_"

Superman nodded, as he tapped the interface, bringing up a holo-map of a six-planet system around a red-coloured star – a system with a gap where the _third_ planet should have been. Instantly, the map zoomed in on the sixth planet, which was coated in ice. "Based on the data we received, it appears that the signal originated from Krypton's sister-planet, Argo," he said. "When Krypton exploded, the shock-wave must have pushed Argo to the very edges of Rao's gravity-well, which resulted in a now-permanent ice-age, since the climate-control satellites were destroyed."

Phoenix shuddered. "_God…_and you're saying someone is _trapped_ there?"

"It gets _worse._" Superman's tone was terribly haunted. "The readings received _also_ indicate that the Eradicator is still active."

Power Girl gasped at that, but the others were confused. "_Uh…okay, I don't know what the heck that is, but it sounds pretty bad,_" Aquaman said.

"The Eradicator is a malfunctioning Kryptonian weapon of mass destruction; Kal once told me about it," Power Girl said. "It was responsible for killing off Argo's entire population."

Superman nodded. "That's correct; initially, the Eradicator had been deactivated and buried, but over six years prior to Krypton's destruction, it became active, again." His gaze lowered. "Every man, woman, and child on Argo went horribly insane."

Shadowcat gasped. "Oh, my God…"

"_So we need to get that survivor out of there as soon as we can,_" Hawkgirl said. "_How many of us should accompany you?_"

"Actually, I think it would be best if it were just us on this mission," Superman answered.

Green Arrow frowned. "_You're planning on heading to a frozen wasteland and you expect us to let you go without us? Think again, buster._"

"_Yeah, man; what if that…thing gets you?_" Flash agreed.

"That's exactly _why_ I'd prefer none of you came," Superman reasoned. "If something _does_ happen to me, at least the rest of the League will survive." He glanced over his shoulder at the others. "I might have suggested I go alone, but something tells me I'd have been shot if I'd suggested it."

Cyclops chuckled. "At _least._"

J'onn looked grave. "_Kal, you helped me rescue my child from Mars, at least let me..!_"

"I appreciate the thought, J'onn, but you were _certain_ that someone on Mars needed help; for all I know, that signal could have been sent years ago." Superman's expression saddened. "This could very well be a wild-goose-chase."

"_It sounds like you've made up your mind,_" Batman said. "_We'll leave you to it._"

Wonder Woman nodded. "_Good luck._"

"Thanks," Superman said. "We'll see you all when we get back. Boy Scout out." With that, he ended the transmission, before turning to the others. "You're all sure about this?"

"Do you _really_ have to ask?" Power Girl replied.

Superman smiled. "Thanks," he answered, before he glanced upwards, again. "Fortress: prepare nine sets of zero-Kelvin survival wear, and two Solara cells." Instantly, a blue-white beam passed over them, replacing each of their uniforms with pairs of slim white pants, white hooded winter jackets, white gloves, white boots, and grey shades, with the exception of Cyclops, who now wore a variant of his visor over his eyes, while Krypto now wore a white vest over his body-core, and white protective footlets over his paws.

Avalanche arched an eyebrow. "Okay, what's with the getup?"

"Argo's new orbital path has caused its temperature to drop below _200_ degrees Celsius," Superman answered, plucking the two crystalline Solara cells out of the beam, clipping one to his new suit's belt, and the other to Krypto's collar. "If we'd gone to Argo with our regular uniforms, most of us would have _frozen __**solid.**_"

Shadowcat giggled. "What are you complaining about, Lance? I think they're _stylish!_"

Superman chuckled, before his expression turned grave. "Fortress: transport us to the _Argo_ and prep for departure." At once, the Fortress' teleporter beam took them back to the Speeder, as the Bay's roof started to retract, opening it to the sky; grasping the controls, Superman piloted the _Argo_ out of the Fortress, taking it straight up into space, before starting to warm up the Trans-Warp Drive. "Hold on." With that, he initiated the Drive, as the Speeder streaked away at trans-light speeds.

After several long minutes, the _Argo_ emerged from Trans-Warp in front of the World-Gate. Madelyn groaned. "Well, _that_ was fun."

Seeing the Gate, Cyclops whistled. "That's it, huh?"

"Yep."

Avalanche frowned. "You can't just use this thing's Trans-Warp Drive to get there?"

Superman chuckled dryly. "Sure, if you can wait ten years," he said. "It took the ship that carried me from Krypton ten years to get here, remember?"

Avalanche gulped. "Let's just use the Gate."

"Smart man." With that, Superman's hands glided over the _Argo's_ main console, as its HUD brought up an image of the Gate; as he typed, several Kryptonian symbols appeared next to it, before the image went from blue to red.

As it went red, Superman smiled. "The back-door's open; time to step through," he said, tapping a few crystal panels. "Activating Gate-Drive." At once, a new panel extended from under the main console, which brought up two holograms: a holographic version of the Gate, and a cluster of holographic symbols. Tapping eight symbols, Superman moved them towards the Gate-image, before aligning them to spell out the sequence for the Ku'Raon System's Gate; as the sequence began to cycle through the Drive, the real Gate started to power up. Tapping the central crystal on the holo-Gate, Superman brought up a secondary menu, which allowed him to adjust the space between the crystal units – and thus allowing for larger craft – and directionality of the intended Gate-travel; tapping the "To Target System" glyph, he entered it, and closed the menu…which instantly finished the sequence, creating the swirling vortex that now spanned the Sol and Ku'Raon Systems.

"Wow," Phoenix murmured, "this is it."

Superman nodded. "No turning back, now," he agreed. "Brace yourselves, guys…'cause here we go..!"

With that, the _Argo_ glided towards the vortex; as it contacted the swirling energy, it instantly disintegrated into a gleaming mass of energy, which was funneled into the vortex, shooting across the fabric of space-time, towards its destination, far from the Sol System.

XXXXXXXX

_Ku'Raon System_

The dead space of the Ku'Raon System was terribly silent as the lone Shi'ar _Raptor_-Class Cruiser _Iron Talon_ glided through it, the countless green meteors bouncing off its shields as it flew; aboard the bridge of the Cruiser, the silence mirrored that of the system, as the bridge-crew worked tirelessly, scouring the system for any workable relics of Krypton…to no avail.

Despite their Emperor's belief to the contrary, it appeared that most of Krypton's technological marvels had died with the planet.

"This is stupid," the Junior Sensors Officer whispered to the Comms Officer. "We've been searching this system for _months!_ There's nothing here!"

"_Shut up!_" his friend hissed. "Do you want the Captain to hear you?"

"It's _true!_ We've scoured every parsec of this system, and the _only_ planet that _might_ have anything salvageable drove every search-team we sent _insane!_ How long do we have to stay here?"

"Until His Excellency says _otherwise_, fool."

The Sensors Officer scowled. "'His Excellency' doesn't have to sit at these stations, does he?" he grumbled. "And what about these meteors? They're wreaking _havoc_ on our scanners, and that big one from yesterday nearly took out our starboard shields! And do you remember that big gravity-well from last week? It took us almost all _day_ to get out of it! This system is _cursed!_ What's going to jump out at us next? The Shadow-Lord..?"

"_HUSH!!_" his friend. "I can't believe you actually _believe_ in that nonsense! This place is _not_ cursed, and there is _no such thing_ as Darksei..!"

"Is there a problem?"

Both officers froze, before turning to face their Captain. "N-No, sir," the Comms Officer reported. "Everything is fine, sir!"

The Captain scowled. "Are you _certain?_ You seemed to be having quite the spirited discussion."

The Sensors Officer gulped. "N-Nothing of importance, sir; we'll return to our duties..!"

_**BOOOOOOM!!**_

A massive explosion rocked the Cruiser, knocking more than half of the bridge-crew out of their seats. The Captain was _livid._ "_What in the name of the Holy Skies was THAT?!_"

The Sensors Officer pored over his console. "Concussion-Wave Mine, sir; detonated off our port-bow and crashed several meteors into us!"

The Captain's eyes narrowed. "_Why didn't we __**see**__ it?!_"

"It's these meteors, sir! Their radiation is interfering with our…hold on!" A blip suddenly appeared on the ship's sensor-screen. "Sir, I'm detecting a ship to our starboard side; it's very small, so we likely mistook it for a meteor…"

His tone turned dismayed. "Oh, no…sir, it's the _Starjammer!!_"

Outside, as the Cruiser reeled from the impact, a fairly small, silver-metal craft, with two pairs of wings, one pair sweeping towards the cone-like bow, the other sweeping back towards the engines, as well as a single fin curving back towards the engines along the dorsal hull, glided out from behind a large meteor, before igniting its engines, racing towards the Cruiser…and then darting _under_ it, dropping another pair of Mines behind it. The Mines promptly detonated, blasting _more_ space-rocks into the Cruiser.

Aboard the bridge of the _Starjammer_, Corsair, a tall, well-built human man in his forties, with blue eyes, short, thick brown hair and a brown beard, clad in black pants, a dark blue t-shirt and a dark red vest over that, scowled as he swerved his ship out of the path of the meteors. "Hepzibah, _tell_ me we have targeting back online!"

From her station at the ship's weapons-control console, Corsair's slim-figured, white-furred, feline-like Mephitisoid first officer, clad in her usual slimming red shorts, tight yellow-orange tank-top, and red bandana, shook her head. "No good, Corsair; radiation from strange rocks still blinding sensors," she answered, her vocal cords, so used to the feral language of her people, straining to pronounce his language.

From his place at engineering, their tall, well-built, robe-clad, lizard-like Saurid comrade Ch'od spoke up, hissing out a report in his own language, prompting their blue-clad cybernetic comms officer Raza to translate. "Captain, Ch'od reports that the radiation from yon meteors art hindering our shields; should yon avians strike but once…"

'_One of these days, I'm going to have to get his speech-processor fixed…_' "Got it, Raza," Corsair answered aloud. "Fortunately, these rocks should be messing up _their_ sensors, too…"

His voice trailed off as a flurry of laser-fire blazed ahead of the ship. "…unless they start firing randomly," he amended. His eyes narrowing, Corsair brought the ship around. "Get ready to drop another two charges, Hepzibah; we're going in..!"

"Captain!" Raza cried. "Two more ships doth approach! We must withdraw!"

Corsair grimaced as he saw the additional two _Raptor_-Class ships on approach. He knew the _Starjammer_ was no slouch in ship-to-ship combat; against one Cruiser, there was no contest.

Two? _Maybe._

But _three?_

"Ch'od, start cycling up the step-through drive; get us out of here!" Corsair ordered; at once, Ch'od started entering the commands to power the drive…and then grimaced, shaking his head. '_Damn! This radiation must be affecting __**everything..!**_'

His silent curse was cut off as the other two ships started to join in the bombardment, forcing him to take evasive action. "Hang on!" he shouted, as his ship bobbed and darted through the laser-fire, evading every shot, as a cold sweat started to form on Corsair's forehead; so far, they were okay, but he didn't know if he could keep this up. Unless their step-through drive started working soon…he had no _idea_ how the Starjammers were going to get out of _this_ one…

XXXXXXXX

_A few minutes earlier_

The silence of the Ku'Raon System was broken as its long-inactive World-Gate whirred to life, spinning a galaxy-spanning vortex into being, seconds before the _Argo_ re-integrated in its event-horizon, flying out into the system as the Gate powered back down. Aboard the Speeder, everyone was reeling from the Gate-travel. "Okay…let's _never_ do that, again…" Shadowcat moaned.

"I _hear_ you," Avalanche agreed.

Glancing to the _Argo's_ view-screen, Phoenix's eyes went wide as she took in the swirling nebula to their starboard-bow, the colours only intensified by the red light of the system's star. "Oh my God…do you guys _see_ that?"

Cyclops nodded. "It's quite a sight," he agreed. "Is that a natural part of this system, Kal?"

"Ugh…"

Superman's groan instantly drew their attention, as they saw their teammate still hunched over the Speeder's console, starting to go pale, as Krypto started to whimper. "_Kal!!_" Power Girl cried, rushing to his side. "Baby, what's wrong..?" Her voice trailed off, as she saw the answer floating in front of the Speeder.

Meteors.

_Green_ meteors.

Thousands upon thousands of glowing green meteors, some raw ore, some crystalline, littering the space ahead of them.

Cyclops' eyes went wide. "Oh, my God…"

"_Kryptonite…_" Shadowcat murmured.

"_Tons_ of it…" Avalanche agreed.

After a few long seconds, Superman was able to speak. "_A-Argo_," he whispered, "raise shields to maximum strength, and commence multi-phase shifting, key to minimum penetration." At once, the Speeder's HUD showed multiple layers being added to the shields, filtering out the Kryptonite radiation; in seconds, he started to breathe easier, as Krypto barked happily.

"You okay?" Cyclops asked.

Superman nodded. "I will be," he answered.

"What happened?" Phoenix asked.

"There's so much Kryptonite here that the combined radiation must have started to erode the shields," Superman explained. "We should be safe, now; the shields are at maximum power, and as soon as the _Argo_ has scanned the Kryptonite's phase-variance and applied it to the shields, it won't be able to affect us in here at _all._"

Madelyn blinked. "Am I the only one that has _no_ idea what you're talking about?"

"_Kryptonite is the name we have given to these kinds of radioactive-element-bearing rocks, Agent Pryor,_" Android explained. "_The active element is a transuranium – Atomic Number 137 – which cannot be found on Earth; the only known source was Krypton itself – the blast of its destruction must have transmuted radioactive elements in the planet's crust, creating the element we now know. In any case, the type of radiation emitted is deadly poisonous to Kryptonians…as well as their technology, apparently._"

Glancing to the Speeder's scanners, Superman frowned. "He's right about that; all these radiation-signatures are making it hard to see ten feet in front of us."

Avalanche scowled. "Great; as if this stuff wasn't bad _enough._"

After a few minutes of entering commands, Superman sighed. "Okay, I _think_ I've managed to clean up the sensor-readout enough for us to at least _start_ to move, but we'll have to go slow; until the computer cracks that phase-variance, we're officially nearsighted," he said, as he started to power the engine-pods. "This could be a bumpy ride." With that, he guided the Speeder slowly forward, into the now-polluted system.

Superman hadn't been kidding; five minutes later, the _Argo_ had taken over a dozen spatial speed-bumps: some small, and some _not_-so-small. "Okay, this is getting old," Avalanche muttered.

"Sorry, Lance, but it's the best I can do," Superman said. "All this radiation is tough to filter out; there are so many fluctuations, the _Argo's_ having a hard time finding a common phase-variance…_hold on._"

Superman's tone had gone grave, which caused Power Girl to look worried. "What's wrong?"

"Sensors just detected a large heat-plume several light-seconds off our port-bow," Superman answered. "That's the _third_ time I've spotted it, now."

Cyclops' expression mirrored his. "Should we check it out?"

"I think so," Superman replied. "Still, we'd better get a better look before we head in." He tapped a key. "_Argo:_ full-stop; deploy two Sensor Drones to these coordinates; 10 percent speed, visual only." At once, the Speeder came to a halt, as two of the tiny crystal automatons flew out of the _Argo's_ weapon-pods, at a crawling ten-percent of their usual speed; after ten minutes, they had swept the target-area, and returned with the result.

Superman's eyes went wide. "Uh-oh," he muttered. "We've got trouble: three Shi'ar Cruisers, _Raptor_-Class, three light-seconds ahead of us. They're attacking a smaller vessel; it looks like a modified light cargo vessel…"

Power Girl's expression matched his. "The Shi'ar? The guys who attacked Krypton before it exploded?" she asked.

"That's them," Superman confirmed.

"What do you think they're doing here?" Shadowcat asked.

"I don't know," Superman admitted, his eyes narrowing, "but I'm not about to let innocent people get blown up; not on _my_ home turf." He tapped another key, bringing up a map of the area the Drones had scouted out, before he traced a fairly clear path to the battle-zone. "It looks like this way is fairly clear; we should be able to get there using maximum thrust," he observed. "Once we're there, we should be able to maneuver, since those overgrown metal chickens have cleared out most of the debris." With that, he engaged the Speeder's cloak, before powering the engines, as the _Argo_ sped to the smaller ship's rescue.

In a matter of minutes, the _Argo_ had reached the battle-zone, in time to see the smaller vessel evade one Cruiser's laser-salvo, before one lucky shot clipped it above its main engine, causing it to start venting plasma, reducing its speed significantly; they were sitting ducks. Superman's eyes narrowed as he hailed the Cruisers. "Attention, Shi'ar vessels; you are trespassing in Kryptonian sovereign space! Stand down immediately; you will _not_ be warned again!"

Seconds later, a barrage of angry, bird-like noises answered him. Cyclops arched an eyebrow. "Do we want to know what that meant?"

"Probably not," Superman answered. "Still, can't say we didn't try." He quickly armed the Speeder's weapon-systems, overlaying a targeting-grid over the Drone-data; with sensors on the fritz, that data was the best they had for targeting. Tapping another key, he hailed the smaller ship. "Attention unmarked vessel; adjust your course to heading zero-three-four, and reinforce your aft shields."

A male human voice answered him. "_What the…who is this?!_"

At the sound of that voice, Cyclops' eyes went wide. '_No __**way…**__it…it __**can't**__ be…_'

"No time to explain," Superman answered. "If you want to walk away from this, you're going to have to trust us." With that, he ended the transmission, before targeting a spot a fair distance from the ship, between the Shi'ar vessels. "_Argo_: arm one Anti-Graviton Torpedo, 10 percent capacity, 15 percent dispersion-field! _Fire!_"

Instantly, the Speeder dropped its cloak, as a large sphere of red-white energy blazed from the _Argo's_ weapon-pods, searing past the smaller ship, to detonate amidst the Shi'ar Cruisers; the anti-gravity wave effortlessly blew the Cruisers out of formation, before it impacted the smaller ship's aft shields, positioned just so, to push the ship out of the battle-zone, on a course out of the Kryptonite field. Tapping a few more keys, Superman selected a wide-spread targeting field. "_Argo:_ deploy Plasma Haze!" At once, numerous globes of concentrated plasma shot from the Speeder's pods, before erupting in a multicoloured cloud of highly ionized particles, completely blinding the Cruisers' sensors; with their retreat covered, the _Argo_ flew after the smaller ship, leaving the Shi'ar behind.

Minutes after clearing the battle-zone, the _Argo's_ comm-systems started to beep; the other ship was hailing them. "_Unknown vessel, this is the Starjammer; thanks for saving our asses, back there!_"

Smiling, Superman answered the hail. "_Starjammer_, this is the _Argo_; no thanks necessary!" he replied. "Sorry if you got a little roughed-up, but with our sensors on the fritz, it was the best we could do!"

The other voice laughed. "_Well from the way you sent those Avian bastards packing, I'd say it was pretty good!_" he exclaimed. "_Still, how on __**Earth**__ did you get a __**Kryptonian**__ ship to work so well?_"

Superman chuckled. "It's easy when you _are_ a Kryptonian."

There was a momentary silence. "_Jesus…you're a Kryptonian?_"

"Allow me to introduce myself; Kal-El, of Krypton," Superman replied. "I finally decided it was time to check out the old neighbourhood."

"_Corsair, Captain of the Starjammer,_" the voice replied. "_Forgive my reaction; I mean, I'd heard there was one of you left, but I never thought you'd be out __**here!**_"

Superman's tone turned serious. "We had intercepted a distress signal coming from Argo, several hours ago," he said. "We were in the middle of a rescue-operation when we detected the attack; right now, I'm more than a bit curious about those Cruisers attacking you. I thought the Shi'ar Republic was peaceful."

"_You're half right,_" Corsair replied. "_The Republic is peaceful with regard to the rest of the universe, but it's in the middle of a civil war; those Cruisers were under the command of Prince D'Ken, the old Emperor Kral'Nor's son – D'Ken and his sister, Caly'See, are trying to overthrow their younger sister, Lilandra, and re-establish the kind of Empire their old man was running…and since your people were mostly out of the way, they decided that anything in this system was up for grabs._"

Superman grimaced. "Mighty nice of them."

Cyclops finally spoke up. "So why are _you_ here?"

"_We'd gotten word that D'Ken himself was leading this little expedition,_" Corsair answered. "_My crew and I certainly weren't going to pass up a chance to nail that little vulture._" His tone lightened. "_Listen, if you're serious about this rescue-operation, we'd be happy to assist!_"

Superman grinned. "Glad to hear it!" he said. "In that case, just follow our bearing; we should be in Argo's orbit within the hour."

"_Understood,_" Corsair confirmed. "_One thing, though; in the next minute or two, you're going to see something pretty damn disturbing – if anyone aboard is faint of heart, I'd look away. I was nearly sick when I first saw it. Starjammer out._"

Avalanche arched an eyebrow. "Okay…what could be so disturbing out…here…" His voice trailed off as he and all the others saw it.

The remnants of the planet were a toxic, crystalline green, cracked and fractured, separated into several large sections that hung limply in space. One entire section had been blown completely out by the force of the blast, to shatter into the millions of meteors that now littered the system.

_Krypton._

Power Girl quietly took Superman's hand in hers. "Are you okay?"

Superman was silent for a moment. "I'm…I'm fine," he murmured. "It's…it's nothing I wasn't expecting…"

"Good," Avalanche said, "'cause it's creeping the _heck_ out of _me._"

"Same here," Phoenix agreed. "Please, Kal, let's _go._"

Superman needed no more prodding than that; powering the _Argo's_ engines, he guided the Speeder onward, with the _Starjammer_ following them closely, as they left Krypton's corpse behind.

XXXXXXXX

Aboard the _Iron Talon_, the crew was frantic as they tried to get their craft back in working order. "_Report!!_" the Captain roared. "Somebody tell me what in the _Skies_ just _hit_ us!!"

"Based on these readings, sir, it looks like…" the Sensors officer paused, as if not quite sure whether or not to believe his sparking console, "…sir, I'm not sure if this is even _possible_, but it looks like we've been hit by a kind of…of anti-gravity wave, sir!"

The Captain scowled. "Source?"

"Not sure, sir; sensors _seemed_ to indicate that there was _another_ ship present moments before the wave hit us, but a sudden surge of plasma blinded our sensors. It took us a few minutes to get them back; I'm afraid we've lost the _Starjammer…_"

"_Sir,_ we have the _Golden Wing_ on approach with the _Aerie's Wrath_, the _Warsong,_ and the _Razor Plume_; His Excellency is hailing us!!"

Seconds later, the main view-screen shifted, showing the image of their ruler, prompting the entire crew to salute. "E-Excellency, how may we serve?" the Captain asked.

"_Explain yourselves, Captain,_" Prince D'Ken ordered. "_Explain how three of my ships came to be in such a condition._"

The Captain gulped. "W-Well, Excellency…as per your orders, we had been patrolling this area of space, when we were attacked by the _Starjammer…_"

Prince D'Ken's eyes narrowed. "_Am I to believe that three of my vessels were bested by a single pirate-ship?!_"

"_N-No_, Excellency!" the Captain cried. "We had Corsair and his crew _cornered_, dead in our sights, when we received a warning that we were trespassing, before we were struck by…well, by what we think was an anti-gravity wave!"

The Prince's eyes lightly widened. "_And where did this wave come from?_"

"Well, Excellency…we aren't sure, but there _may_ have been another ship present..!"

At that, the Prince smiled. "_Ah…__**another**__ ship, you say?_" he asked. "_It must have been a __**Kryptonian**__ vessel; __**exactly**__ what we have been searching for. Well __**done**__, Captain._"

The Captain gulped. "I-I am honoured, Excellency…but I fear we were unable to track it; we lost sight of it when our sensors were blinded by plasma…"

Prince D'Ken's smile became wry. "_Captain, in this matter, I fear what is needed is a bit of common sense; the ship, it must have been running on automatic pilot, correct?_"

"Well…I suppose so, Excellency…"

"_Good. Since those insufferable meddlers undoubtedly programmed it, they must have included a directive for their vessels to assist any craft they thought in danger; that must have been what it was doing._" His smile grew. "_The answer, then, is clear: find the Starjammer, and you find our prize._"

The Captain smiled, nodding eagerly. "Of…of _course_, Excellency!" he declared, before quickly checking the last sensor-readout. "Before we lost track of Corsair's ship, we have him heading on a bearing zero-three-four, which would take him towards Argo; once our repairs are complete, we will track him down..!"

"_No, Captain; __**I**__ will deal with him._" The Prince's expression was firm. "_Conduct your repairs, and rejoin us with haste; I will not have this prize slip away._"

The Captain saluted. "We obey, Excellency!"

"_See that you do; Golden Wing out._"

As the transmission ended, the Captain turned to his crew. "Alright, you carrion-eaters! You heard His Excellency! I want this ship up and running within the _hour!_ _MOVE!!_" With that, the entire crew got to work, racing to repair their ship in time to catch up to their Prince.

XXXXXXXX

Within the hour, the _Argo_ and the _Starjammer_ were in orbit over Krypton's sister planet; as the signal had indicated, Argo was completely frozen, and shrouded in the deadly Eradicator-wave. "Well, we're here," Power Girl observed.

"Yeah," Avalanche agreed. "Now what?"

"Well, I'm guessing that we'll have to shut off that 'Eradicator' before we can really do anything," Phoenix said, casting a worried side-glance to Cyclops, who had been eerily silent the entire trip.

Superman nodded, as he switched on the Speeder's comm-system. "Captain Corsair, I hope you don't mind, but we're going to have to borrow your ship for a few minutes."

Corsair's tone was understandably incredulous. "_Come again?_"

Superman lightly chuckled. "If you'd prefer, Captain, we could explain things in person; may I have your permission to teleport yourself and your crew aboard?"

Cyclops spoke up. "Kal, are you sure about..?"

Corsair interrupted him. "_Be my guest!_"

Superman quickly activated the teleporter-beam. "Hold on." In seconds, the beam shone through the Speeder's cockpit; when it passed, they saw a tall, lizard-like alien, a blue-clad cyborg, a female, cat-like being, and a brown-haired human man standing there before them.

As he and his crew emerged from the beam, the human – Corsair – looked around, whistling as he did. "Nice little ship," he said, before gesturing to his crew one-by-one. "This is Hepzibah, my first officer and weapons specialist; my science officer, Ch'od; and our comms specialist, Raza."

Superman nodded, before he gestured to the others. "Well, then, allow me to introduce Cyclops, Phoenix, Power Girl, Avalanche, Shadowcat, Android, and Agent Madelyn Pryor."

Corsair smiled pleasantly. "Nice to meet all of you!"

Cyclops' flat voice interrupted the pleasantries. "You, too…"

His next words shocked _everyone._ "…_**Dad.**_"

At that, the entire cockpit of the _Argo_ went silent. Corsair's expression turned confused, as his eyes narrowed curiously, studying Cyclops' face…

…before they widened in recognition. "_Scott?!_"

Cyclops' expression remained utterly vacant. "Yeah." He glanced to his comrades. "Everyone, meet former Air Force Captain Christopher Summers; Captain Summers, everyone."

Phoenix looked stricken. "Scott…I thought your father had…_died…_"

"Yeah," Cyclops agreed. "Me, too."

Corsair was still reeling from the revelation, as a growing smile appeared on his face. "Oh my _God_…I-I don't _believe_ it! You're _alive!!_" He stepped forward, ready to hug his son…

…prompting Cyclops to step _back_, his expression going as cold as his voice. "So _this_ is what you were doing while I was in the orphanage, 'Corsair?' Playing Han Solo?"

Corsair flinched, his smile fading. "Scott…I thought you were dead…"

"Well, you didn't really look too hard, did you?"

At that, Hepzibah let out a low growl in the back of her throat, her slitted eyes narrowing, as similar expressions appeared on her crewmates' faces; hearing that sound, Krypto started to growl…

Madelyn quickly spoke up. "As healthy as resolving family issues is, don't we have a rescue to plan?"

"Agent Pryor is right," Superman said. He glanced to Cyclops, his gaze hard. "Do we have a problem?"

Cyclops frowned, as he shook his head. "No, Kal; no problem."

"Good." Tapping a crystal, Superman brought up a hologram of the planet below. "As most of us know, Argo is currently being covered by the Eradicator's energy-field; the Eradicator is a Bio-Neural Disruption-Wave Projector – whenever its field intersects the bio-electric field of its target-species' brain, it initiates a bio-electric cascade that hyper-stimulates the target-brain, causing the target to go insane…and eventually die. This field also operates on the same principle as the beacon that led us here, so I'm not sure if the Speeder's shields can protect against it."

Hepzibah arched an eyebrow. "How will we rescue, then?"

"Simple; we'll use the _Starjammer_ to fly in and shut it off."

Ch'od scowled, as he muttered a few phrases in his language. "My comrade wishes to know how the _Starjammer_ will protect us if this ship cannot," Raza translated.

"It won't…but we won't be the ones flying it," Superman answered. "Android will."

Android instantly understood. "_As I possess no bio-electric field, it is highly unlikely that the Eradicator will be able to lock onto me,_" he explained. "_I should be able to locate and deactivate it…with your permission, Captain Corsair._"

Corsair nodded. "Just bring her back in one piece."

"_Affirmative._" Android replied. He looked to Superman. "_I am ready._"

Superman nodded. "Good luck." With that, he tapped a key; instantly, the teleporter beam engulfed Android, 'porting him into the _Starjammer_, where he promptly merged his hand into the navigational computer, guiding the vessel into a controlled re-entry.

Within minutes, the _Starjammer_ had entered the snow-white atmosphere, tinged dark mauve from the Eradicator's waves. "_I am initiating an electromagnetic scan,_" he reported into the radio. "_The wave appears to be emanating from a military outpost in the center of Argonopolis' ruins; I will set the ship down, there._"

"_Confirm…will…when you…_" came the staticy reply; clearly, the Eradicator's waves were interfering with the signal.

As soon as the _Starjammer_ had cleared the upper atmosphere, Android could see the military base ahead of him; the large, crystalline dome-structure was centred in the very heart of the ruined crystal city, with numerous vehicle-bays jutting from its sides. Setting the _Starjammer_ down a few meters from the base, Android walked out, and started heading towards it.

He had just reached the main entrance when he saw it: a large, dark-blue wave rippling through the air, passing him by harmlessly. It was one of the Eradicator's scanning-waves; like most Kryptonian technology, the Eradicator had adaptive algorithms capable of adjusting to new data, as well as low-level autonomy protocols that allowed it to operate on its own, given the proper initialization.

It was that autonomy and adaptive nature that had caused it to kill all – or almost all – of Argo's population, given that its safeguards had somehow failed…and which was also causing it to detect his presence, and start scanning for new targets.

Android was reasonably certain that he was immune to its effects, but he did not wish to chance it; with a renewed urgency, he darted into the base, to find the weapon and deactivate it.

After running through numerous crystal corridors, with only a few dimly-flickering lights, running on the few last drops of reserve-power, Android finally located the armory that housed the Eradicator; the door was wide open, with the doorway littered with frozen skeletons – Kryptonian soldiers, who had likely been trying to deactivate it. Carefully walking over their corpses, Android stepped inside…and saw it.

The Eradicator was easily twice his height, and as wide as he was tall, composed of countless cylindrical crystals, stained with blood-red light, with only the crystalline control-console remaining a dull black. At the top of the weapon was a large dish-like structure, surrounded by twelve larger crystal-cylinders, all pointing inward towards the center, where a small, glowing-red spherical crystal rested atop the three-pronged Arming-Module: the Control-Crystal.

Once that was removed, the Eradicator would go dormant.

As he walked towards it, another scan-wave surged past him, causing Android to wince as he noticed several instabilities start to pop up in his systems; the Eradicator was starting to adapt to him. At once, he got to work at the control console, recalling every piece of data he had gleaned from the files Superman had provided, rapidly entering the commands that would halt the weapon's deadly wave. His eyes narrowed as he felt his nanites' cohesion start to get shaky; his optical readout was gradually going fuzzy…

Finally, Android finished his programming, and entered the commands; the Eradicator's structure started to glow white as the twelve crystal pylons extended upwards, away from the Arming-Module – it was stalled. Android was tempted to let out a relieved sigh as his systems started to clear up, but he had no time: if he did not act, the Eradicator would start cycling up, again. Whipping his arm like a flail, Android yanked the Arming-Module out of its slot, letting it hover above the dish, before he grabbed the Control-Crystal and pulled it out.

Instantly, the Eradicator stopped glowing, as its pylons started to retract back into its main structure; it was disarmed.

Android finally allowed himself to smile, before he hailed the others. "_Android calling Argo: the Eradicator is deactivated._"

"_Acknowledged, Mark. We're on our way down; we'll meet you at the main vehicle-bay._"

"_Understood. I will attempt to retrieve the Eradicator's data-logs to determine the cause of the malfunction, and then meet you there. Android out._" Ending the transmission, Android entered a few more commands, causing a single, cylindrical crystal to slide out of the main console. Taking the data-log, Android simply tapped a key on the console, putting it in low-power mode, before walking off to meet his friends, leaving the weapon of mass-destruction behind.

By the time Android had reached the vehicle-bay, the Speeder had just touched down between two larger craft; these vessels were remarkably similar to the Speeder, except that they were a dark grey-black in colour, and about 50 percent larger. As Superman and the others 'ported out, Android walked up to him, and handed him the Control-Crystal. "_I believe that this has caused enough trouble._"

Superman nodded as he took it. "That it _has._"

Glancing to the other ships, Shadowcat smiled. "Hey, check out the _Argo's_ bigger cousins!"

Following her gaze, Superman chuckled. "_Those_, Kitty, are _Deathly Silence_-Class Stealth-Speeders," he explained. "And you're right; they are based on the _Swift Justice_-Class' hull-frame, but whereas the Speeder was configured for speed, the _Deathly Silence_-Class was built for _fighting._" He patted one ship's hull for emphasis. "I may have tweaked _my_ Speeder, but _these_ bad-boys could likely still give it a run for its money: a highly sophisticated cloaking system, remarkably strong shielding for a ship of its size…and _much_ heavier weaponry."

"_Nice!_" Avalanche said, grinning. "You thinking of bringing a few home?"

Superman shook his head. "I'm afraid not," he answered. "These big fellows are completely out of power; they're not going anywhere."

"Darn."

Glancing to Corsair, Android said, "_Captain, your vessel is located a few meters south from here; as specified, I did not damage it._"

Corsair chuckled. "I appreciate it," he replied, before he glanced to his son. "Still, I had thought we might stick around to…"

"That won't be necessary," Cyclops said flatly. "We appreciate the assistance, but we can take it from here." He turned to Superman. "Where did the signal come from?"

"Based on the signal, it should be just a few miles from here," Superman answered. "We should be able to get there on foot…"

"Good. Let's go." With that, Cyclops started to walk off.

Corsair looked torn. "You're sure..?"

Cyclops didn't turn around. "_Very._" With that, he and the others started to head out of the base, towards the source of the signal, while Corsair and his crew headed back to their ship.

XXXXXXXX

The trip from the military base and into Argonopolis' ruins was by far the eeriest scene _any_ of their group had ever conceived; although the shining crystal spires still standing were unbelievably beautiful, the pristine sight was spoiled by the infinite number of skeletons littering the snow-covered ground, the relatively recent coating of powder doing little to cover their now-silent screams of agony. "Oh, God…this is _so_ beyond creepy," Shadowcat murmured. At that, Krypto softly whined in agreement.

Glancing towards Cyclops, Phoenix spoke up. "Are you okay?"

"I'm fine."

Madelyn arched an eyebrow. "Scott, 'fine' isn't a word you would use to describe someone who just found out their father isn't dead."

Cyclops scowled. "Agent Pryor, with all due respect, we don't have _time_ to deal with this, now." He looked to Superman. "Are we getting close?"

Superman nodded. "Based on the data, the signal came from a complex a few miles south of…" His voice suddenly trailed off, as he stopped dead in his tracks.

"Kal?" Power Girl asked. "What's wrong?"

"I…I don't believe it…" he murmured. "…it's almost _impossible_…but there's no other explanation…"

Avalanche arched an eyebrow. "For _what?_"

Superman turned towards them. "Guys…unless my knowledge of Argonopolis' geography is _way_ off, the signal originated from the estate of Lin-El, my uncle," he said. "My uncle…my aunt Zira…and my cousin, Kara Zor-El…t-they might still be _alive!_"

Power Girl's eyes went wide. "What are we _waiting_ for?!" she exclaimed. "Let's _go!!_" The others needed no more than that, as they hurried onward, to rescue the survivors of Argo.

XXXXXXXX

After sending the signal through the World-Gate, the lone crystal guardian could do nothing else but resume its duties, watching over its charge in stasis, ready to link its power-core to the stasis-chamber. Sending the signal with the needed strength without a satellite to amplify it had depleted a sizable amount of power from the last EPM; what had once been a steady gray glow was now a dull black flicker. Still, it had been a calculated risk…

"_Alert: perimeter sensors detect motion; non-Kryptonian life-signs detected._"

At that alert, the lone sentry was instantly on edge, its body instantly re-configuring itself to repel intruders; the signal must have been intercepted, drawing the attention of aliens bent on looting the planet. Checking on the Young Mistress' condition, the guardian turned, and strode out, heading up to ground-level, reviewing its directives as it did.

_Primary Directive: preserve the House of El and all members._

_Sub-Directive: defend members of House of El against all threats; where necessary, lethal force against non-Kryptonians is authorized._

There was no indecision in this matter; its task was clear…and it intended to carry it out.

No matter the cost.

XXXXXXXX

_A few minutes earlier_

The trip back to the _Starjammer_ was mercifully short, for which Corsair and his crew were _immensely_ grateful; Argo's endless winter was _mind-numbingly_ cold…but a different sort of chill had long since settled into Corsair's mind.

"_So this is what you've been doing while I was in the orphanage, 'Corsair'? Playing Han Solo?_"

Corsair's eyes shut tight as they walked into view of their ship, trying to suppress his memories, but they all came flooding back. '_Oh, God…what have I done?!_'

"You are thinking of him."

Hepzibah's voice brought Corsair out of his thoughts, as their crewmates headed inside. "I…I left him there, Hepzibah," Corsair whimpered. "M-My own _son_..!"

"You _did not know,_" Hepzibah whispered. "You heard; he thought _you_ dead, until then."

Corsair grimaced. "I should have _looked_ harder!" he cried. "_God_, why didn't I just _try_ harder to find him?!"

Hepzibah's expression turned sad. "You _would_ have," she murmured, "but we came."

Corsair was silent at that, as his own memories drew him back to that day, all those years ago, when he'd been told that his wife and his boys were dead; he remembered how he'd driven himself to the seaside cliff just outside his old base, ready to throw himself off and be _done_ with it…and how his old crew had suddenly arrived, with Hepzibah at the lead, to offer him his old life back. "You still never told me how you knew," he whispered.

Hepzibah smiled wistfully. "You would not understand; even _we_ not understand how bond works," she confessed, as her sad expression returned. "I just knew…you were in pain."

Corsair smiled half-heartedly, as he absently rubbed the spot on his neck where she'd once bitten him to taste his blood, to form the inexplicable bond between them, all those years ago in the camps. "That's a bit of an understatement."

Hepzibah nodded. "When I told Ch'od and Raza what I knew, they agreed; we had to come for you."

Corsair softly smiled. "I'm glad you did."

Hepzibah smiled back. "Your son will realize his error," she assured him, before her eyes narrowed. "And if he does _not..!_" Her right hand flexed, popping out her claws.

Corsair raised his hands in a soothing gesture. "I think we can avoid anything that involves evisceration, Hepzibah…"

"Captain, we have _incoming!!_"

Turning, Corsair saw Ch'od and Raza dart out of the _Starjammer_ towards them. "What's wrong?" he asked.

Ch'od hissed in his language, while Raza pointed towards the sky. "Look yonder!" At once, Corsair looked up…in time to see several fairly large, spear-head-shaped spacecraft fly across the sky, touching down near the military base.

_Shi'ar drop-ships._

Corsair snarled as his hand reflexively gripped his laser-pistol, as the near-overwhelming desire to _kill_ the Shi'ar prince took hold.. '_That bastard D'Ken likely followed us here…__**damn**__ it!!_' "Did they see us?"

Taking out a hand-held computer, Ch'od checked it…and shook his head, muttering, which Raza translated. "'Tis unlikely, Captain; yon villains hath not altered course to intercept us."

Corsair drew his weapon, his eyes narrowing. "Come on; let's go see what these overgrown chickens want." With that, he and the rest of the Starjammers moved out, heading quietly towards the base.

Within minutes, they had reached the base, just in time to see the last of the drop-ships touch down; ducking down behind the entry stairwell to a ruined building, Corsair was able to see the bastard prince himself, along with his sister, emerge from the last ship, flanked by his personal guard.

Corsair suppressed the urge to take a shot at his head.

Looking around, D'Ken smiled triumphantly. "We set out to retrieve a few small trinkets…and instead, we seized an entire _city._"

Caly'See nodded. "With the secrets of this place, our dear baby sister will be dead within the _week._"

D'Ken turned to the lead guard. "Captain, have our science-teams spread out; we will begin with this base. Take what can be moved, and examine the rest."

"I obey, Excellency!" the Captain declared. "And what of the pirate Corsair and his crew, Milord?"

D'Ken scowled. "Send several search-parties into the city; kill them on sight." The Captain promptly saluted, and hurried back into the ship.

From behind their hiding-spot, Corsair frowned. "Scott and the others likely don't even know D'Ken is here," he whispered. "We have to get word to them…"

"I will go," Hepzibah volunteered. "I can track their scent; they haven't gone too far."

Corsair's eyes went wide. "In _this_ cold?"

Hepzibah's eyes narrowed. "I _will_ make it."

Corsair grimaced; he knew better than to argue with her. "Okay." He turned to the others. "The rest of us will scout out D'Ken's operation; contact us as soon as you find them – by then we should be able to update you on the situation." Hepzibah nodded, before she turned, and sprinted off on all fours, while the rest of them discreetly slipped to the side, closing in on D'Ken's operation…

…while Corsair quietly _prayed_ to whoever was listening that he would get a chance to kill the _bastard_ that had destroyed his family.

XXXXXXXX

By the time Superman and the others had reached the southern sector of Argonopolis, snow had started to fall. "_Brrrrr!_" Shadowcat exclaimed. "Kal, you weren't _kidding_ about it being _cold_ here!"

Superman nodded. "Closest to absolute zero _I've_ ever seen." He glanced to Krypto. "Smell anything, boy?" Putting his nose to the snowy ground, the Superdog started to sniff around…and promptly stopped, quietly whimpering.

Madelyn sighed. "I suppose having a _second_ nose would be helpful."

Avalanche nodded. "Yeah, like that cat-lady's."

Cyclops' eyes narrowed. "Something you'd like to say, Lance?"

Phoenix's hand was instantly on his arm. "Scott…don't you think you were just a _little_ hard on your father?"

Cyclops' expression didn't change. "He wasn't there when Alex and I needed him…and now I don't need him, anymore." His face hardened. "If anything, he got off _light._"

Shadowcat looked stricken. "Uh, _harsh_ much?"

Cyclops half-glared at her. "You think I should _forgive_ him for just _ditching_ Alex and I?" he asked, incredulous. "You're _joking_, right?"

Avalanche frowned. "Look, you think your old man was a deadbeat, and you want to stick it to him; _trust_ me, we _get_ it!" he shouted. "There's just one problem: he didn't know about you any more than _you_ knew about _him_, Summers."

Cyclops' eyes narrowed. "Listen, Alvers..!"

Power Girl's voice interrupted him. "Uh, guys?" she asked, as she walked up to a crystalline obelisk. "I think we're getting close." She pointed to a partial inscription on the crystal. "I couldn't make out most of what's here – the wind must have worn it away – but I _did_ see the crest of the House of El, along with the character for 'this way.'"

Walking towards her, Superman took a look at the obelisk, smiling as he recognized his family crest. "Good eye, _taushi._"

Android nodded. "_Indeed; most of the writing has eroded, but the Broken Eternity remains._"

Shadowcat blinked. "_Huh??_"

Superman looked sheepish. "I never told you guys about that, did I?" he confessed. Reaching out, he traced his family crest in the frost on the obelisk. "At first glance, it _does_ look like the letter 'S,' doesn't it?"

Madelyn arched an eyebrow. "You mean, it _isn't?_"

Superman shook his head. "I admit, there _is_ quite a resemblence, but the crest of the House of El came from _this_ symbol." He traced another symbol directly under his crest: _this_ symbol consisted of a five-pointed diamond surrounding a stylized '8'-shape, with a larger top loop than the bottom loop. "_This_ symbol is actually a combination of two symbols; the '8' is the Kryptonian symbol for 'eternity,' or 'something without end.'"

Phoenix nodded. "So it's basically a sideways Mobius Strip?"

"_Exactly!_" Superman then pointed to the diamond. "This diamond is referred to as the Shield of Jax-Ur…"

"I remember you telling me about him, once!" Power Girl exclaimed. "Wasn't he the guy who..?"

Superman nodded. "That's right, Ali; Jax-Ur was basically the one who kick-started Krypton's Age of Wars," he confirmed. "Although the underlying factors that led to it had been building for years, it was Jax-Ur's initial invasion of the province of Nol-Yan that was the catalyst, and played a large role in keeping the fighting going...which made him arguably the most reviled figure in Kryptonian history." His gaze returned to the symbol. "This crest was often used to represent the Age of Wars as a whole, and literally means 'unending conflict,' which was exactly what the Age was…until Von-El and the rest of the Twelve Wise Ones stepped in."

Cyclops slowly nodded. "They ended it."

Superman nodded. "Under Von-El's leadership, the Twelve broke the cycle of war, arrested and exiled Jax-Ur, and laid the foundations of what became modern Kryptonian society." He then traced the symbol again, leaving out the opposite halves of the top and bottom loops of the '8'. "Von-El's family became known by this symbol – this _Broken Eternity_ – for what he and his fellows had achieved."

"Cool," Avalanche said. "So, this means that your uncle's place is pretty close?"

Superman nodded. "We should be there in a few…" but he stopped, as Krypto started to growl. "What's wrong, boy?"

Power Girl froze, as her sound-powered hearing started to pick something up. "K-Kal!!" she whispered. "W-we're not alone..!"

"_Unknown bio-forms detected!_"

That mechanical voice cut the silence, seconds before a powerful electrostatic surge lanced past them, millimetres from striking Madelyn; at once, the entire group dove for cover, hiding behind a ruined wall, as more deadly shock-blasts pounded away at it. Avalanche's eyes narrowed. "That's it! This jackass is getting _rocked..!_"

"No, Lance! You could bring the entire _city_ down!" Cyclops exclaimed.

Madelyn glanced to Superman. "Couldn't you just fly out there and see what we're up against?"

Superman shook his head. "I've been under a red sun's light for too long," he muttered. "My reserves are pretty low, and whatever is firing at us is using a Polaron Stunner; one hit, and I'd be down."

Cyclops grimaced, as he started to peek through a small hole in the wall. "I'm going to try and take a shot; Jean, think you can locate this guy?"

Phoenix closed her eyes, concentrating…before she frowned. "I'm sorry, Scott, but I can't get a fix on him! It's as if nothing's there!"

Shadowcat groaned. "He's just like Kal, then; we're getting shot at the guy we're trying to _save!_" she cried. "So much for gratitude!"

"_Attention unknown bio-forms; you are trespassing on Kryptonian soil! Throw down any weapons you possess and step out with your hands in the air! This is your last chance to surrender peacefully!_"

At that second declaration, Superman's eyes widened in understanding, as he recognized the type of speech being used: _Relari_, the intergalactic language of trade and commerce; practically _every_ space-faring society knew it. Whoever this was thought _they_ were the aliens. Not only that, the choice of words he was using were _not_ those of a Kryptonian…

"Scott, hold your fire! I have an idea!" Superman exclaimed, before he moved to the edge of the wall. "_Attention, A.I.!_" he shouted out, in Kryptonian. "_State your intentions!_"

"_Kryptonian vocal patterns detected; initiating differential bio-scan._"

At once, a blue-white scanning beam passed through the wall, scanning them. "Kal, what are you _doing?_" Shadowcat hissed. "He's _targeting_ us!"

"No," Superman corrected, "he's _scanning_ us."

"_Scan complete: Kryptonian bio-signs detected,_" the mechanical voice reported. "_Attention, Kryptonian citizens; you are in danger! Stand clear!_"

"_A.I., you were given a lawful order from a Kryptonian citizen; you MUST comply!_" Superman shouted back. "_Again: state your intentions!_"

There was a moment's pause. "_I am A.I.-Designate Kurox, primary servitor to the House of El; my primary directives are to preserve and assist all living members of the House of El. The presence of unknown bio-forms in this sector represents a grave threat to the last living member of the House of El; this threat must be dealt with._"

'_No way; I don't believe it…_' Superman turned to Power Girl. "Ali, cover me; I'm going to talk with him."

Power Girl looked mildly stricken. "Kal..!"

"I'll be okay, _taushi_; trust me." Reluctantly, Power Girl nodded, as she inched to the edge of the wall, while Superman stepped out from behind it, to come face-to-face with their attacker.

Standing there, about ten feet from the wall, was a seven-foot-tall, strongly-framed, white-crystalline robot; its torso was filled-out, with crystals jutting out in several spots, with powerful arms and legs, its hands having morphed into three-pronged claws that sparked with electrostatic energy. Its head was the same size as his, with no features save a hard-light visor, behind which gleamed the multicoloured light-specks of a positronic neural-matrix.

Superman took a deep breath. "_Kurox…do you know me?_"

"_You are a Kryptonian citizen; my most basic directives prohibit me from harming you or allowing you to come to harm,_" Kurox stated. "_My sensors have detected another faint Kryptonian life-sign; citizen, if there is another with you, it is imperative that you advise them to stand clear..!_"

Superman kept going. "_You were created by Jor-El; you were the first A.I. he ever created. He put limiters on your program, to ensure that you could not go rampant,_" he continued. "_He then made you the protector of his family, giving you specific directives in addition to the basic directives all A.I.s begin functioning with; directives to protect and obey the House of El._"

"_Correct,_" Kurox confirmed. "_How can you know this?_"

Superman looked Kurox straight in the visor. "_I am Kal-El, __**son**__ of Jor-El, Kurox,_" he replied. "_I am giving you a new order: stand down __**immediately.**_"

Kurox hesitated. "_Illogical; Master Jor-El perished years ago, when Krypton exploded. It is impossible for any progeny of his to have survived…_"

"_Run a comparative genetic scan, Kurox; see for yourself,_" Superman retorted. "_Your directives are likely compelling you to do just that, now that there is a __**chance**__ that there might be another member of the House of El alive._"

Kurox was silent for a moment. "_Initiative comparative scan,_" he reported. "_Scan complete: match positive._"

Superman nodded. "_The unknown bio-forms you detected were my friends, Kurox; they came to Argo with me to rescue the very people you're trying to protect,_" he said. "_With my father's passing, I am now Head of the House of El, and by that authority, I am giving you a direct order: __**stand down.**_"

Kurox immediately complied: he powered-down his Stunners, morphing his hands back to a five-fingered form. "_Command accepted,_" he acknowledged. "_New programming being uploaded; Command Priority now assigned to Kal-El._"

Superman nodded, as he took out his belt-computer. "_Kurox, I am updating your language-files; the language I am uploading will be your default from now on, understood?_"

"_Understood; commencing download._" At that, Kurox's processors dimmed…and flared back up, as he spoke in perfect English. "_Update complete; default language is now English._"

Superman smiled, as he looked back to his friends. "It's okay, guys!" he called. "Come on out! There's someone I want you to meet!" Slowly, the others emerged from behind the wall, and started to walk towards them. "Guys, this is Kurox, my family's primary servitor drone, and the first A.I. my father ever created; Kurox, these are my friends, Scott, Jean, Alison, Kitty, Lance, Mark, Madelyn, and Krypto."

Power Girl nodded. "So he's basically a butler, research-assistant, and bodyguard rolled into one?"

"_Affirmative,_" Kurox confirmed, before he turned to Superman. "_Master Kal-El, you stated your intention was one of rescue; have you come to rescue Young Mistress Zor-El?_"

Superman's eyes went wide. "K-Kara's _alive?_"

"_Affirmative; Master Lin-El was able to place Mistress Zor-El in a shielded cryogenic chamber before the Eradicator-wave reached the estate,_" Kurox reported. "_Shall I lead you there?_"

Slowly, Superman nodded. "By all means!" With that, Kurox turned, and strode off, as the others promptly followed him.

XXXXXXXX

Within minutes of departing from the base's outskirts, Hepzibah could already feel the cold starting to seep through her fur and into her bones, gradually slowing her; hissing to herself, she quickly ducked into a ruined crystal spire-building, getting out of the wind, before moving in place rapidly, trying to warm herself back up. Once she had warmed enough, Hepzibah darted back into the frozen streets, catching the scent of Corsair's son and his companions and racing after them…until she was forced to stop and warm up, again.

By that time, the weather had degenerated into a full-grown blizzard, forcing Hepzibah to make warming-stops every few minutes; after a while, she was able to make out several silhouettes in the snow ahead of her. Smiling in relief, she raced towards them…until her nose caught their _true_ scent.

Hepzibah was just able to duck out of sight as the Shi'ar 6-man assault-team, after sweeping the area, hopped back into their land-speeder. "_Skies_, this place is cold!" one cursed. "The Prince and Princess had _better_ be grateful..!"

"Hey, shut it!" another snapped. "A pal of mine got sent to the _slave-camps_ for less than that!"

"Whatever; there's no sign of Corsair or his bunch of space-jockeys," the first grumbled. "Let's just get back to the ship..!"

"_Hold_ it!" the leader silenced them both. "We've got thermal-traces on those walls; a weapon was fired here, recently!"

A third spoke up. "Sir, I'm detecting a faint power source several clicks south of here! It's consistent with the type of weapon that was discharged, here!"

The leader scowled. "No _way_ Corsair has access to _this_ type of weaponry; this planet obviously isn't as dead as we thought." He gestured to the south. "We're moving out, boys; keep your weapons hot and your eyes _open!_" With that, the land-speeder roared off…heading towards the direction of the boy's scent..!

Snarling under her breath, Hepzibah darted into a side-road, racing after the speeder with everything she had, trying to reach the boy and his friends before the Shi'ar could find them. She _had_ to help that boy…

…whether he wanted help or _not._

XXXXXXXX

By the time Kurox had led them to what had been Lin-El's estate, a massive blizzard had blown up, prompting everyone to hurry inside the largest dome of the interconnected, multi-domed complex. "Did I _say_ it was cold, before?" Shadowcat said, her teeth chattering. "It's freaking _freezing!_"

Superman looked around. "So where is she, Kurox?" he asked. "Where did Uncle Lin-El put Kara's stasis-chamber?"

"_Mistress Zor-El's chamber lies a considerable distance below this structure, Master Kal-El; Master Lin-El thought to create it in the event of an emergency, especially after his team unearthed the Eradicator._"

Phoenix blinked. "He dug it up?"

Superman nodded. "Lin-El and Zira were both archaeologists; they moved their estate here to better examine the dig-sites they were investigating. Only this dome was for living in; all the others were built over the dig-sites." Suddenly, the dim lights flickered, causing Superman to frown worriedly. "Looks like the power's almost gone."

"_Affirmative, Master Kal-El; the last remaining EPM is nearly depleted. It will not be able to sustain Mistress Zor-El for much longer._"

Madelyn arched an eyebrow. "Why do you call her by the name '_Zor_-El'?" she asked. "Don't you have the _same_ family name?"

Power Girl blinked. "I've wondered that, myself…"

Superman grimaced; he'd hoped they wouldn't catch that. "Well," he admitted, "to be honest…at the time, the House of El was a little…_dysfunctional._"

Avalanche chuckled dryly. "Oh, _this_ oughtta be good."

Superman sighed. "I told most of you about my grandfather, Saer-El, right?" Most of the others nodded. "I told you that he was a scientific genius…but what I didn't tell you is that his genius…didn't exactly extend to family-life."

Shadowcat gulped. "Uh-oh."

"I guess it goes back to when my father and my uncle were fairly young," Superman continued. "From his earliest school-years, my father showed unparalleled potential in the sciences; it was thought that he would grow to be an even _greater_ scientist than Saer-El – which, of course, he _did_, which made Saer-El happy enough." He sighed again. "_Lin_-El, however, showed about as much proficiency in the sciences as the average Kryptonian, but he was nowhere _near_ as talented as my father was…"

"…and Saer-El wasn't happy about it," Power Girl finished.

Superman nodded. "Sad to say, Lin-El's career-choice may have made it worse," he admitted. "Lin-El _did_ find his niche in the history of Krypton's ancient past; he became a well-respected archaeologist and historian…though his accomplishments didn't quite reach Jor-El's…"

"Let me guess: there was a good deal of sibling rivalry between them?" Phoenix asked.

Superman shook his head. "Far _from_ it! If anything, Jor-El _encouraged_ his brother to follow his passion; it was Saer-El who scoffed at Lin-El's choice."

Cyclops scowled. "No offence, Kal, but your grandfather sounds like a real _bastard._"

Superman chuckled dryly. "I'm sure my father would _share_ your opinion," he agreed. "Still, for a time, things were okay between Saer-El and Lin-El…until Lin-El married my Aunt, Zira, another archaeologist, who was then the widow of another, Rol-Zor; she joined the House of El by marriage…along with her daughter, Kara."

"So Kara's your cousin-in-_law,_" Madelyn observed. "I take it your grandfather didn't approve."

"And _then_ some," Superman said sadly. "He refused to allow his granddaughter-in-law to bear the family name; the _most_ he permitted was the name Zor-El. My father tried to reason with him, but Saer-El was a stubborn old man; he refused to even _budge_ right up until the Argo Tragedy…and the rest is history."

By then, Kurox had walked towards a wall; pressing a hidden panel, he opened a door hidden in the wall, leading into an elevator. "_Master Kal-El, this is the lift that leads to the chamber Master Lin-El built. Shall we proceed?_"

Superman nodded. "We'd better get moving." With that, everyone piled into the lift, before Kurox tapped a panel in the lift, sealing the door and taking them far down below the surface.

Within minutes, the lift doors opened again, revealing a fairly small room – at least in comparison to the larger entrance hall – with little more than a workstation, six EPMs, five of which were utterly black, with the sixth a dying grey, and a cryogenic chamber…holding a sleeping, 15-year-old girl, a bit shorter than Power Girl, of willowy frame, with mid-length golden hair, clad in a full silver bodysuit, her eyes closed in sleep, with a thin sheen of cryogenic frost upon her skin.

Slowly, Superman walked towards the chamber, placing a hand on the glass, smiling gently. "Hi, Kara," he whispered…before he spotted the two long-frozen skeletons, lying on the floor inches from the chamber. '_Uncle Lin-El…Aunt Zira…I'm so sorry…_'

He promptly turned to Kurox, his expression firm. "Kurox, commence cryogenic re-animation and upload the language-update to Kara's chamber; there's no sense in having her unable to understand most of us."

"_Acknowledged; commencing re-animation and file-transfer._" At once, Kurox's fingers sped over the console with surprising speed; almost instantly, the blue light within the chamber started to turn red, as the frost began to melt. Seconds later, a golden light shone over Kara's head, as the knowledge of English was transferred to her. Once her body-temperature was normalized, several gas-vents popped open, allowing gases to rush out and equalize pressure, before the chamber slid open…allowing Kara to take her first breath of fresh air in over thirty years.

Kara groaned as she sat up. "_Ugh…what's going on..?_" she murmured, in Kryptonian. "_Mom? Dad? What happened..?_" She looked around…and her gaze fell on the two frozen skeletons. "_AAAAAAAAHHHHHHHH!!!!!!_"

Instantly, Superman was at her side, holding her hand. "_It's okay, Kara,_" he soothed. "_You're safe, now._"

Kara couldn't take her eyes from her parents' corpses. "_M-Mama…Daddy…oh, Rao, I-I remember,_" she whimpered. "_D-Daddy detected t-the Eradicator powering up…he got us into this chamber…h-he said he and Mama would get into their own chambers right after me..!_" Her voice broke down…as she leaned over the other side of her chamber and threw up.

Superman grimaced. "_Kara…I'm so sorry…_"

Leaning back, Kara wiped her mouth as she finished, before her eyes went wide, holding her hands to her head. "_Oh, Rao!! I-I've got to get back in!! The Eradicator..!_"

"_It's okay, Kara; we found it and we turned it off. It can't hurt anyone, anymore._"

Kara finally turned her confused blue gaze to him. "_W-Who are you?_"

Superman smiled warmly. "_I'm Kal, Kara; Kal-El,_" he answered. "_I'm your cousin._"

Kara blinked confusedly, before she shook her head. "_Y-You're lying!_" she cried. "_I don't have any cousins by that name..!_"

"_Mistress Zor-El,_" Kurox spoke up. "_Over thirty years have elapsed since you entered stasis._"

Superman nodded. "_Kurox is right, Kara; I was born around six years after you went to sleep._"

Kara was momentarily silent. "_Y-You're Uncle Jor's son?_" she whimpered. "_B-But…w-why didn't __**he**__ come get me? He must have heard Kurox's distress beacon! If you could come, why didn't __**he?!**_"

Superman's expression turned sad. "_He likely couldn't detect it, Kara; shortly after the Eradicator went off, the Shi'ar Empire attacked Krypton; we were under siege for six years._"

Slowly, Kara stood up from her chamber, putting her hand to her head. "_Ugh…w-what is this?_" she muttered. "_Why did you give me a new language..?_"

Superman chuckled. "_Because it's what my friends speak._"

Kara stared at him. "_Your friends..?_"

Superman nodded, gesturing to the others. "_These are my friends, Kara; they came to Argo with me to rescue you._"

Smiling sheepishly, Shadowcat waved to her. "Hi."

Kara just stared at them…and then turned back to Superman. "_Why can't they just speak Kryptonian?_"

Superman chuckled. "_Probably because they're not Kryptonian, Kara; they're human._"

"'_Human'??_" Kara repeated…before her eyes went wide. "_Y-You mean those…those people from Earth? Those savage barbarians who'll likely end up destroying themselves with fission-weapons?! You brought __**them**__ here?!_"

Superman frowned. "_Kara, your perception of humans is about thirty years out-of-date,_" he chided. "_These humans are my __**friends..**__!_"

"_Y-You're insane!!_" Kara cried. "_The Council of Twelve would __**never**__ let any Class-One species into the Home-System so easily!_" Her eyes narrowed. "_And your story __**still**__ isn't adding up! Even if Krypton __**was**__ under siege for six years, why didn't Uncle Jor come get me __**after**__ the siege ended?!_"

Superman's expression turned sad; he was going to have to break it to her, now. "_Kara…I didn't come here from Krypton,_" he said softly. "_I came here from Earth; my father sent me there as a baby to escape the explosion._"

"_What 'explosion'?!_" Kara shouted. "_What are you talking about..?!_"

Superman placed his hands on her shoulders. "_Kara…Krypton is __**gone.**_"

Kara went pale. "_W-What?_"

"_It's true, Kara; Krypton's core exploded. No-one survived._"

Kara shook her head slowly. "_N-No…no…y-you're LYING!! Planets don't just explode..!!_"

"_I know it's hard, Kara; believe me, I do,_" Superman whispered. "_But I'm telling the truth…_"

"_**NO!!!**_" Kara screamed, pushing her cousin away. "_Krypton isn't gone!! It __**can't**__ be!!!_" With that, she ran out of the room, and into the lift, taking it back up to the main level.

"I'm guessing you told her about Krypton," Cyclops hazarded.

"I'm afraid so."

Power Girl lightly frowned. "Her opinion of humanity wasn't exactly glowing, though."

Superman looked embarrassed. "Well, look at it from Krypton's perspective; the last time the Contactors surveyed Earth was during the Cold War," he reasoned. "At the time, there were probably a lot of _humans_ who thought the human race would blow itself up."

Madelyn shrugged. "He _does_ have a point."

Phoenix looked worried. "She wouldn't try to leave, would she?" she asked. "She'll freeze..!"

"_It is unlikely,_" Kurox reasoned. "_Prior to the Eradicator's activation, Master Lin-El was excavating the west-side dig-site; he was convinced that he was on the verge of a major discovery. It is probable that Mistress Kara will return there to complete the work._"

"Sounds like we'd better go get her," Avalanche said.

"_Affirmative,_" Android agreed, as he glanced to the console. "_Based on these readings, I estimate that there is less than a half-hour of power left in the EPM._"

"_Affirmative,_" Kurox stated. "_Once EPM Six is depleted, all life-support will fail._"

Cyclops gulped. "Sounds like we have no time to lose," he said. "We'd better move fast." At once, the entire team, Kurox included, piled into the returning lift, and headed up after Kara.

After returning to the main floor, they headed through the overhead tunnel to the west dome, stopping just outside the entrance. "Maybe some of us should hang back," Cyclops said. "We might spook her."

"Okay; Ali and I will head in, first. The rest of you follow after we've calmed her down." With that, Superman and Power Girl opened the door, and headed in.

The chamber within the dome was exactly as Kurox described: an archaeological dig-site. Numerous crystalline excavation machines dotted the bare ground, with most resting on the edge of the deep pit in the center of the room…with only one currently active.

As they approached the rim of the pit, Superman and Power Girl had to cover their ears as Kara activated the sonic drill, sending high-frequency sound-waves boring into the earth, ripping the packed ground apart. Once the drill-pulse had dissipated, Kara lowered her protective earphones, and sent softer scan-waves through the rock, scanning for artefacts buried in the stone. "I'm guessing you've had enough time to fully understand that new language," Superman said.

Kara glanced over her shoulder at him. "I understand well enough," she answered. "My father and I might not live up to Saer-El's impossible expectations, but we aren't idiots."

Power Girl gently smiled. "That's good to hear," she said. "I'm Alison…"

"I appreciate how you came to help me," Kara said, "but I think you – _all_ of you – should go."

Superman frowned. "Kara, you can't possibly survive here," he said. "You must have seen the conditions outside! The last EPM is running out of power, and you firing that drill is only making it worse..!"

"It's just a weather-system malfunction; that's _all!_" Kara retorted. "You can't _possibly_ expect me to believe that our home-planet just…just _blew up!_ It's _impossible!_"

Superman grimaced, but Power Girl softly chuckled. "She's as stubborn as _you_ are," she teased. "She's _your_ cousin, all right, _tausha._"

At that word, Kara perked up, looking towards Power Girl. "H-How do you know that word??" she exclaimed.

Power Girl's smile became strained. "Kara…I'm not _entirely_ human; I'm _part_ Kryptonian," she confessed. "Kal and I met on Earth; I found out some time after we started…courting, I guess you'd call it."

Kara was incredulous. "But…that's impossible!" she cried. "No Kryptonian would ever interfere in such a manner; not since..!" Her voice trailed off, as her eyes went wide. "_No…_"

Alison smiled weakly, as she nodded. "That's right, Kara; I'm a descendant of Kon-Lir."

Slowly, Kara looked to her cousin. "Is she serious?"

Superman nodded. "I was surprised, too."

Kara's expression was blank. "Well, now I _know_ you can't be my cousin," she muttered, "because if you _were_, Saer-El would have tossed you out an _airlock_ for courting _her._"

Superman's eyes narrowed. "And what is _that_ supposed to mean, Kara?"

"It means that I have work to do," Kara snapped, "and that I am _not_ going to stop for some stupid lie told by a fake cousin and a girl born from Kon-Lir's _shame!_"

At that, Power Girl's eyes went wide, as she took a few steps back, as if she'd been _slapped._ Superman's expression mirrored hers, at first, before his eyes narrowed in sheer _fury._ "_WHAT did you say?!_" he shouted, switching to their native tongue.

"_You heard me!_" Kara shot back. "_As far as I'm concerned, you're both liars, and even if you __**were**__ my cousin, I'm actually __**older**__ than you, so you'd better..!_"

"_ENOUGH!!!_" Superman thundered, his voice shaking the room. "_Not another WORD out of you! As Head of the House of El, I __**ORDER**__ you to __**SILENCE!!**_"

At that thunderous shout – sounding so similar to the sometimes-stern tone of her father and the commanding voice of her Councilman uncle – Kara froze, her eyes wide with fright, giving Superman enough time to speak his mind.

"'_Older than me,' Kara?_" Superman asked archly. "_Well, you certainly haven't been acting like it! We came here, Kara – __**all**__ of us, at great risk to all of our lives – to save __**you**__. And this is how you act? This is how you treat those who want to help you?_" His eyes narrowed. "_If you had acted this way to __**me**__, Kara, __**that**__ I could forgive…but you actually have the __**nerve**__ to insult __**Alison?**__ You have the sheer __**gall**__ to mock her for something she had no control over? If anything, the __**both**__ of us should be at her feet, __**BEGGING**__ her forgiveness for what one of our people did to her! I would have thought that you – you, of all people – would be more understanding..!_"

"_DON'T!!_" Kara shouted back. "_You don't get to talk about that! You have NO idea what it's like!!_"

Superman folded his arms. "_Try me._"

Kara was visibly shaking, now. "_My father nearly KILLED himself to win that old bastard's respect,_" she hissed. "_H-He always talked about how my father and my mother were wasting their lives, that Krypton should be looking to the future…but if it wasn't for people like my father and my mother, our people wouldn't even KNOW who they were!_"

Slowly, Superman's anger started to wane. "_My father – Jor-El – never said otherwise._"

Kara's eyes started to water. "_You…you're lying about Krypton!_" she insisted. "_It CAN'T be gone! It CAN'T be!!_"

Superman switched to English. "Why?"

Kara sniffled, as she scanned, again. "My father…h-he was on the verge of the biggest discovery of his life," she whimpered. "He was about to recover one of the biggest pieces of our history ever retrieved; something that Saer-El _couldn't_ ignore!"

Understanding dawned on Superman, as he started to walk towards his cousin. "Kara…"

"He was so _close!_" Kara cried, as her tears started to drop onto the control-console. "Krypton _can't_ be gone! Not _now..!_"

By then, Superman was beside her, as he gently took his hands in hers. "Kara…"

Slowly, Kara turned to meet his gaze, her eyes brimming with tears. "Why couldn't he just be my grandpa?" she whimpered.

By then, Power Girl had discreetly waved to the others, signaling them to come in, as Superman sadly held his cousin's gaze. "I wish I had an answer for you, Kara," he replied. "But all _I_ wanted was to save the last bit of family I have left." He gently smiled. "Would you settle for a cousin, instead?" At that, Kara was silent…

…until the machine started beeping.

Kara's eyes went wide as she turned towards the readout. "Oh, Rao…oh, _RAO!!_" she exclaimed. "I-I _found_ it!!"

Superman grimaced. "Kara, we don't have any more time..!"

"You don't understand! This is _it!_ This is what my father was looking for!" Kara exclaimed, darting to the command-console and entering a few commands; instantly, the drill fired a thin tractor-beam at a large slab of rock, pulling it up out of the pit towards them, firing smaller sound-pulses at it, chipping the rock away bit-by-bit. "This could be the most important find in our _history!_ This could _prove_ the entire _legend!_"

Madelyn arched an eyebrow. "What legend?"

Kara ignored her, too excited to focus on anything but the find and her cousin. "You _must_ know!" she exclaimed. "The legend about Von-El and the rest of the Twelve! The legend about the end of the Age of Wars!"

Superman blinked confusedly. "Well…_sure,_" he replied. "_Every_ Kryptonian knows the story about how Von-El and the rest of the Twelve Wise Ones gathered the warring factions of Krypton together; how they persuaded all of Krypton to lay down their arms…"

"You're leaving out the most _important_ part!" Kara exclaimed. "What did Von-El _do??_"

Superman's eyes started to slowly widen. "He…threw his sword into space…"

"My father was able to determine the positions of the planets in this system at that time," Kara continued. "He was able to estimate where they would have been during that meeting; he determined the most probable location of the meeting; he even estimated how far Von-El could have thrown it..!"

"Kara…" Superman whispered, "…are you saying that you…that you, Uncle Lin, and Aunt Zira…_found it?_"

"_Yes!!_" Kara all but squealed. "It's _here!!_ My father theorized that it landed on Argo, and he was _right!_ _We found Von-El's sword!!_"

At that instant, the piece of rock suddenly crumbled away, as the drill shut off…revealing a long, slim, sheathed sword, resting in its simple, rounded, black-metal hilt, its round-headed, black-gold-metal pommel locked in place by a pair of golden-metal prongs.

"Whoa," Avalanche murmured. "That's…one hell of a find…"

Gently, reverently, Kara took the blade in her hands as the tractor-beam shut off. "I…I can't believe it," she whispered. "This…this is the sword that cut out Jax-Ur's eye; the sword that slew over a thousand of his men; this is _it!_" Grasping the hilt, Kara gently tugged on the handle, to draw the weapon from its sheath…

…but the blade didn't budge; the prongs held fast, keeping it in place. Kara tugged again and again; likewise, nothing. Finally, she relented. "Well…the legend _did_ say that only Von-El and his kin could wield it…"

Superman's brow furrowed at that. '_I wonder…_' "May I?" he asked. Nodding, Kara handed the blade to him; taking a deep breath, Superman grasped the hilt…

Instantly, the prongs popped open, extending outwards, before separating into a _four_-pronged hilt-crest, spacing out a 90-degree angles, to partially bend back towards the scabbard, forming claw-shapes. Slowly, Superman drew the blade from its scabbard, exposing it to the light for the first time in _eons._

The blade was abnormally light, and almost paper-thin, with a slight curve, reminiscent of a _katana,_ with the exception of the tip, which had a single curved spike jutting downwards towards the hilt at an angle…which Von-El had used to catch his foe's blade on a backhand slash, allowing him to quickly disarm his foe. The blade itself was made of deep black-violet metal, with the back edge traced in silver, and the striking edge traced in gold; the gold colour indicated the deadly nature of the striking edge, which Superman knew was a monomolecular edge, having been sharpened by Von-El down to a single _molecule_, making it sharp enough to wound even a yellow-sun-powered _Kryptonian._

_The Sword of El._

Smiling proudly, Superman slid the blade back in its sheath, locking it in place. "Congratulations, Kara," he said. "You just proved that Von-El was the _first_ Kryptonian to ever make use of bio-coding."

Kara was still giddy from the find. "Try twisting the _back_ of the hilt!" she urged. Nodding, Superman twisted the rear part of the hilt; instantly, the round head slid open, extending a deadly silver spike as the hilt-head came loose. Carefully, Superman pulled the head back…revealing an ultra-thin, shimmery golden cord attached to it, which was attached to a winder deep within the hilt. "Von-El forged his sword to be a short-range _and_ a long-range weapon!" Kara exclaimed. "He hid a monomolecular lash in the hilt, and crafted a special gauntlet for himself to let him wield the lash in his free hand without being cut."

Superman whistled, as he slid the lash carefully back into place, locking it in the hilt. "He was quite the swordsmith," he said, as he handed the blade back to Kara.

Kara smiled happily as she held her find…before her smile faded, as she looked back up to him. "You…you really _are_ Jor-El's son," she murmured. Superman nodded. "Then…then what you said before…it's…it's _true?_"

Superman nodded sadly. "I wish it _wasn't_," he admitted, "but it _is._"

Kara's eyes started to water. "W-What will we do?"

"Come with us," Phoenix answered. "That's why we all came here, Kara; to find you and bring you to Earth."

Kara looked stricken, but Superman placed a reassuring hand on her shoulder. "It'll be okay, Kara," he assured her. "I think you'd really like it, there."

Kara looked a bit nervous…but she gradually nodded. "Okay."

Superman smiled. "Okay, then."

"We're going to have to wait until the storm clears," Cyclops said. "After that, someone'll have to go get the ship; Kara's not equipped for this cold."

"Okay, then," Superman agreed. "I'll get to the ship and bring it here, while…"

"_Warning: unknown bio-form has breached the perimeter!_"

Kurox's declaration shattered the budding plan. "It's _always_ something, isn't it?" Avalanche muttered.

Superman's eyes narrowed. "Everyone back to the main dome!" At once, everyone ran out of the dig-site, heading back to the main complex.

Within minutes, they had reached the main complex, just in time to see the main doors swing open…as a nearly-frozen Hepzibah staggered through. "You…run, now…coming…" She was barely coherent as she started to sag…

Instantly, Superman was at her side, taking hold of her arm and helping her up. "Kurox, set the temperature in this room as high as you possibly can! We've _got_ to warm her up!"

"_Acknowledged._"

Within seconds, the temperature in the main hall increased significantly, which seemed to bring Hepzibah back to herself. "You…you must run," she gasped out. "They are coming…"

"Who?" Madelyn asked.

"Shi'ar assault team," Hepzibah gasped. "They scout area; they are minutes behind me…"

Cyclops' eyes widened. "How'd they get here?!"

"They see Eradicator inactive," Hepzibah coughed. "They are searching base; Corsair and others there, now…"

Superman grimaced. "There's no way we can escape on foot; not with that blizzard out there," he muttered. "And there's no guarantee the Speeder can get here in time…"

"The teleporters!"

Kara's voice drew everyone's attention. "This building is connected to Argonopolis' emergency teleportation system!" she exclaimed. "We can use it to teleport _right_ into the base!"

Superman turned to Kurox. "Is there enough power left to get us there?"

"_If we act now, yes._"

Superman then turned to his cousin. "Lead the way, Kara." At that, Kara's eyes widened in surprise, but she nodded, before she turned and hurried further into her home, as the others followed her.

Kara quickly led them into a chamber at the back of the main dome, housing four vertical crystal pylons and a control-console: the teleporter. "I'll start re-routing power," Kara said. "Kal, you work on setting the base's coordinates." Nodding, Superman joined his cousin at the console, as they both typed furiously…

"_Alert: outer perimeter breach. Estimated inner breach in one minute._"

Shadowcat gulped. "Any time now, guys..!"

"Coordinates set!" Superman reported. "We're good to go!"

"I've finished the re-route; the teleporter should be ready in a few seconds! _Everybody in!!_" At Kara's urging, the entire group zipped into the space between all four pylons, just as their programming finished running; the pylons began to glow a brilliant white, before engulfing them all in a blue-white beam, taking them far away from Lin-El's estate…and with that, the last of the power died, as the entire estate went completely dark, leaving behind six dead EPMs and a main entrance that _refused_ to open, despite the innumerable Shi'ar curses that were hurled at it.

XXXXXXXX

The flickering lights of the Kryptonian base gave an eerie air to the hallway as the two Shi'ar patrolmen walked through, their weapons at the ready…while remaining utterly ignorant of the shadowy figure that had been tailing them for the past five minutes.

From his vantage point behind a crystal column, Corsair watched as one patrolman answered a hail on his communicator. "Patrol Six, here." A pause. "His Excellency isn't going to like that." Another pause. "Fine; I'll tell him. Six out."

That conversation lasted _just_ long enough for Corsair to match their comms-frequency; switching on his own communicator, he listen on as the patrolman hailed his ruler. "Excellency, this is Patrol Six; we've just heard back from the recon-team – no sign of Corsair, although they did find something…unusual."

D'Ken's voice was hard. "_Explain._"

"They reported being unable to gain access to a settlement on the city limits, Excellency; now, there were no life-signs within it, and no active power-signatures, but it was at the end of a trail they had been following. I don't know, Excellency, it's just strange; what with some of the men saying that this planet is either cursed or haunted…"

"_Your superstitions do not interest me, soldier; only results interest me._"

"Of course, Excellency; my apologies," the patrolman said. "Have you any further orders, Excellency?"

"_Yes; you and your cohort will head to the armory with Teams One and Four to assist my sister. Patrols Three and Five will assist my team and I at the vehicle-bays, once we have cut a hole in this elevator-shaft. This dratted base seems __**determined**__ to hamper our efforts._"

"We obey, Excellency; we will proceed to the armory with all haste."

"_See that you do. Out._"

As the transmission ended and the patrol walked off, Corsair nodded to himself, before he switched frequencies, and was about to signal the rest of his crew, off shadowing Shi'ar patrols elsewhere…when his hand-held scanner started to beep. Quickly checking it, Corsair's eyes went wide as he saw a _massive_ power-signature heading his way from around a nearby corner; maybe the patrolman's idea of Argo being haunted _wasn't_ so far-fetched, after all.

Grimacing, Corsair drew his laser-pistol; he didn't have time to run, and he'd be _damned_ if he went down without a fight. Taking a deep breath, Corsair moved to the side of the corner…and then leapt out from behind it, weapon aimed and ready…

…only to find himself staring into his son's face, whose hand was at the side of his visor.

Corsair let out the breath he'd been holding, as he lowered his weapon. "_Christ_, boy, you nearly scared the _bejeesus_ out of me."

Cyclops's hand inched away from his visor. "Likewise."

Glancing to the rest of his son's companions, now including Hepzibah, a silver-clad blond-haired girl, and a towering crystalline automaton – obviously the immense power-signature – Corsair allowed his anxiety to dim. "Everyone alright?"

"We're fine, Captain," Hepzibah answered. "So far, D'Ken's forces don't know of us."

Phoenix nodded. "Kal and his cousin used a kind of 'emergency teleporter' to get us here."

Corsair glanced to the two newcomers. "Then I assume that you found who you were looking for?"

Kal nodded. "Captain, allow me to introduce my cousin, Kara Zor-El, and our family's faithful old servant, Kurox."

Kara's expression was one of barely-controlled _fury._ "Am I to understand that this…D'Ken invaded our system with the intent of _stealing_ our technology?"

"Afraid so," Corsair confirmed. "My crew and I have been scouting their movements; some of D'Ken's science-teams have already brought a few small devices back to their drop-ships. D'Ken himself is heading for the vehicle-bay, while his sister is taking a team to the armory."

Kal grimaced. "The Speeder still hasn't cracked the Kryptonite phase-variance; I won't be able to signal it until I'm practically right _next_ to it…"

"_The Shi'ar's course of action is illogical,_" Kurox stated. "_The power-up and operational protocols of all Kryptonian systems are safeguarded by Bio-Coding; whatever they procure will be useless to them. Additionally, their power-systems are vastly inferior; they cannot produce sufficient energy to maintain use of what they steal._"

"That may be true," Corsair agreed, "but that isn't going to stop D'Ken from having his people try to take it all apart and see how it ticks."

Kara's fury started to bubble over. "That…that filthy _grave-robber!!!_"

"Amen to that, lady," Avalanche agreed. "I take it we're sticking around, then?"

Kal nodded. "We _cannot_ let D'Ken get his hands on _any_ of our technology."

"_I concur,_" Android agreed, "_but I am unsure as to the best course of action; presently, the Shi'ar are better armed, and this base does not have enough power to activate internal defences; strictly speaking, we are on our own._"

Slowly, Corsair started to smile, as an idea came to him. "Maybe that's all we need."

"Oh?" Madelyn asked. "You have an idea?"

Corsair nodded. "D'Ken's men _may_ have working weapons, but they _also_ have working imaginations," he explained. "Based on what I've heard, over half of this expedition is jumpier than a long-tailed cat in a rocking-chair factory; they're convinced that this planet – hell, probably this whole _system_ – is _haunted…_"

Kal started to smile. "We can _scare_ them out!"

Cyclops wasn't convinced. "That sounds good in theory, but when those guys in the drop-ships see us taking back what they stole, they're going to get wise…"

"_Perhaps,_" Kurox stated, "_but, in addition to Bio-Coding, all Kryptonian technology has additional safeguards…including self-termination protocols._"

"Whoa, whoa, _whoa!_" Avalanche protested. "You wanna blow the stuff they stole _up?!_"

Kal chuckled dryly. "He said self-_termination_, Lance, not self-_destruct,_" he clarified. "On receiving the proper signal, any Kryptonian device is programmed to simply shut down and fall apart; most of the time, the Bio-Coding was enough to stop anyone who tried to steal our tech, but our people didn't want to take _any_ chances." He looked to Kurox. "You have the self-termination command?"

"_Affirmative._"

"Good," Kal said. "I'll need you to distribute it to Android, Power Girl, and myself."

"Sounds like we need to split up," Power Girl noted.

Kal nodded. "Kurox, you, Phoenix, Avalanche and Shadowcat should head to the drop-ships outside and destroy the devices that they've already stolen, along with any notes they might have made," he advised. "Ali, you, Android, and Madelyn will head to the Armory; shut down anything that they might try to take or analyze, _especially_ the Eradicator. Corsair, can we count on you and your crew for backup?"

Corsair nodded. "I'll have Ch'od and Raza assist the team heading to the Armory," he agreed. "Hepzibah, can you assist the team heading to the drop-ships?"

Hepzibah's smile became _terrifyingly_ feral. "_Gladly._"

"Good," Kal finished. "Kara, Krypto, Cyclops and I will head to the vehicle-bay and intercept D'Ken."

Corsair's eyes narrowed. "_Not_ without me," he snapped.

Cyclops arched an eyebrow. "I hate to break this to you, pal, but I don't need you looking after me."

"Never said you did," Corsair replied. "I just happen to have a _score_ to settle with that feathered _bastard._"

"Then we all agree," Kal said. "In that case, let's _move._" With that, they split up, each of them heading to their separate objectives.

XXXXXXXX

The frigid wind was shrieking a gale by the time the third Shi'ar science-team returned to the main drop-ship, hurrying into the cargo-hold with the few trinkets they had managed to scrounge up, while the ten-man security detail kept their weapons trained on the white wall the wind was blowing up around them. The leader of the security force looked to the table holding their bounty – two or three small communicators, a couple of what _looked_ like blasters, a handful of crystals, and a fairly large, blackened-out, crystalline cylindrical device – and frowned. "That's _all_ you could find?" he scoffed.

"That's all we could _carry,_" the chief scientist defended. "Most of the base's technology is either too large to move, or thoroughly integrated _into_ the base; once we've scanned what we have here, we'll head back in to look at the rest."

"Good," the security-chief said. "I don't plan on telling the Prince and Princess that we didn't glean anything from this base due to..!"

But he got no further, as a deadly shockwave literally _rippled_ through the ship, knocking over almost half of the entire crew. The security-chief leapt back to his feet, his blaster drawn. "_Report!!_" he shouted. "Somebody tell me what just happened..!"

"Sir, we have incoming!!" one science-officer cried, checking his scanner. "There's a massive power-signature inbound, closing fast!"

The chief snarled, before he gestured to two of his men. "See to it!" he ordered; the two soldiers both looked nervous, but they saluted, and darted out into the cold.

A few minutes of silence passed, and the security-chief's nerves began to calm…until bloodcurdling screams cut through the howling of the wind, followed by feral _roars._ Seconds later, the two soldiers ran back into the hold, their weapons gone, their uniforms tattered, and their faces streaked with red claw-marks. "_T-There's something out there, sir!!_"

At that declaration, the two guards at the edge of the ramp leading up trained their weapons on the snow…only to have their guns yanked out of their hands by an invisible force; the guns simply floated before them in mid-air, before suddenly crumpling into metal balls, exploding and sending their previous owners flying back into the hold. The science-teams all screamed in terror, as the rest of the soldiers pulled back, their terror only growing as a large, gleaming figure became visible in the snow, heading straight for them..!

"_Shut the door!! SHUT IT NOW!!_" the security-chief roared; at once, a single soldier ran for the control-panel next to the door, and hit a red button, which instantly began to close the cargo-hold's doors, shutting out the gleaming giant as it was inches from the door.

The closed doors, however, had done little to calm frayed nerves. "I _knew_ this planet was cursed!" one soldier cried.

"It's the ghosts of the Kryptonians!" another wailed.

"They've come back to _kill_ us!!"

"_Enough!!_" their leader roared. "Quiet, all of you! _Skies!!_ You're acting like a bunch…of…hatch…lings..?"

His voice trailed off, as a young, humanoid girl, with long brown hair tied back in a swishing length, clad in white winter-gear, simply _walked right through the doors!!_

The soldiers all screamed in utter horror, firing at the ghost-girl frantically, but their shots did no good, as the girl dove _into_ the floor, sinking into it like water. Nervous beyond all reasoning, now, the remaining soldiers swept the room with their eyes, trying to spot the specter…only to see her rise up out of the ground next to the door-controls..!

Seeing their reactions, Shadowcat smiled. "_This_ looks important!" she chirped, before she phased her hands through it, shorting it out and causing the massive doors to slide open.

As the doors opened to the frigid air of Argo, the Shi'ar all froze as they beheld the terrible light-figure waiting outside…seconds before Hepzibah leapt out of the blizzard at them; in less than a minute, she had mauled one, and leapt towards another, slicing him with her claws, sending him to the floor screaming. Two more started to take aim at her, but Shadowcat quickly ran through their guns, shorting them out, allowing Avalanche to send them flying with a precision tremor, clearing the way for their new friend.

Powering down his internal lights, Kurox started to walk into the drop-ship, heading towards the table holding what these intruders had pilfered from Argo, scanning each item, trying to isolate each one's individual frequency. Intentioned or not, the Shi'ar scientists had chosen well: three comm-units, two Pulsar-Class Blasters, several crystal nano-drivers, and one depleted EPM.

_They could not be allowed to dissect their findings._

Continuing his scans, Kurox felt several laser-blasts impact him, chipping his shoulder-plating; diverting power from his internal generator, Kurox raised his defence-shields to maximum power, before turning to the two soldiers shooting at him, arming his Stunners and _blasting_ them – the blue-white Stunner-charges surged into them, convulsing their leg, arm, and torso muscles, causing them to be thrown backwards by their own momentum. With the threats dispatched, Kurox returned to his scanning. "_Initiating self-termination sequence._"

At once, every single device started to beep, acknowledging the command…before each one simply _disintegrated_, falling into piles of white dust, utterly destroyed.

"_NO!!!!_" one Shi'ar scientist wailed, but Kurox ignored him, as he walked to the nearest computer-terminal; morphing his hand into a crystal spike, Kurox jabbed it into the computer, infiltrating the Shi'ar network effortlessly and beginning his search for any data about Kryptonian technology, ignoring the laser-blasts that were starting to erode his shields…

As soon as she saw the two recovering Shi'ar start to fire on Kurox, Phoenix unleashed a TK-pulse, knocking their weapons out of their hands, before telekinetically yanking them off their feet, and tossing them aside. By then, the Shi'ar security-chief had decided enough was enough. "_Retreat!!_" he shouted to the remainder of his men still conscious. "_Fall back to the base!!_" His men needed no more than that; almost instantly, the entire crew of the cargo-hold ran out into the snow, leaving their ship behind.

Slowly, Phoenix breathed a sigh of relief. "Everyone okay?"

Shadowcat nodded. "I think so."

Avalanche glanced to Kurox. "How about you, big guy?"

Kurox withdrew his hand. "_System analysis com…complete; no relevant d-data detected._"

Shadowcat looked stricken. "Kurox..?"

"_Alert: power at 30 percent; estimated time to failure: one hour._"

Phoenix's eyes went wide. "Kurox, why didn't you _say_ anything?"

"_Irrel-rel-relevant,_" Kurox replied. "_Primary Directive: preserve the House of El at all costs; must…follow…direc…rective._" Slowly, he started to walk out of the ship. "_New priority: assist Master K-Kal-El in his objective. We will proceed to the outpost immediately._"

Hepzibah smiled ferally. "Sounds good to me."

"Okay," Phoenix agreed. "Just don't strain yourself, Kurox."

"_Acknowledged._" With that, the small team hurried out of the ship, heading back towards the base, to help their friends.

XXXXXXXX

By the time Power Girl, Android and Madelyn had met up with Ch'od and Raza and reached the armory's entrance, hiding behind crystal colums a few feet from the entrance, the Shi'ar were already inside, led by a violet-clad, violet-haired Shi'ar woman, with violet-feathered wings growing from her back. "I'm guessing that's D'Ken's sister," Power Girl whispered. Ch'od grunted in his language, nodding his agreement.

Madelyn arched an eyebrow. "She has _wings._"

"_Correct, Agent Pryor,_" Android stated. "_Caly'See's species, the Avia – the primary ruling race of the Old Shi'ar Empire – shared common ancestry with the people of Thanagar, with both races having descended from birds. However, while the Thanagarians retained their wings, the Avia gradually lost them; today, the appearance of wings in an Avian is considered an atavism…_"

"Okay, a bit too much information," Power Girl interrupted. "Right now, we need to figure out how to get them _out_ of there."

"Might we not simply frighten them away?" Raza suggested. "'Twas the plan that the Captain suggested…"

"That _is_ the plan," Power Girl agreed, "but _how?_ We can't get in there without them seeing us…"

"Perhaps we don't _have_ to," Madelyn suggested. "There seems to be only four or five of them in the armory aside from that Caly'See girl; they should be easy to spook."

"_You have a plan?_" Android inquired.

Madelyn smiled slyly. "As a matter of fact, I do…"

After several minutes of waiting for reinforcements to arrive, Caly'See's eyes narrowed angrily as she switched on her communicator. "Teams One and Four, this is your Princess speaking!" she hissed. "You were _ordered_ to assist me at the armory..!"

"_A thousand pardons, Your Highness!_" came the frantic reply. "_We were on our way when we encountered the teams from the drop-ship…_"

Caly'See's eyes narrowed. "And they have abandoned their posts _why..?_"

"_They…they were…forgive me, Highness, for these are __**their**__ words, but they were driven away by ghosts._"

"'_GHOSTS?!_'" Caly'See snapped. "Do you _really_ mean to insult my intelligence so?!"

"_N-No, Highness; never!_" the patrolman wailed. "_I, too, doubted their claims, but their injuries are quite real..!_"

Sighing, Caly'See put her hand to her forehead. "Bring them to me," she ordered. "_I_ will deal with this."

"_I obey, Highness! We will arrive very soon..!_"

"See that you do," Caly'See hissed, as she switched off her communicator, before turning to her subordinates…which caused her to miss seeing the small puddle of silvery metallic fluid that was creeping around the corner. "What have you found?" she demanded.

"A few trinkets, Highness," one soldier reported, gesturing to the handful of crystalline devices resting on a bench. "If you wish to know what they are…please forgive me, but I do not know."

Scowling to herself, Caly'See walked to the bench, picking up a crystal gauntlet; as she touched it, the immaculate whiteness of the crystal seemed to faintly dull itself, as if it were mocking her. "Why is _everything_ on this wretched world made of crystal?" she muttered. "Were these arrogant fools _obsessed_ with it?"

The soldier gulped. "Forgive me, Highness, but I fear that the only ones who can answer _that_ were the Kryptonians themselves."

Caly'See sighed. "I suppose so," she conceded. "You have found nothing else?"

The soldier's expression turned gleeful. "Actually, Highness, we _have!_" he reported, gesturing to the back of the armory; Caly'See's gaze followed his gesture…and found a large, crystalline device resting in the back of the room. "Based on our meagre analysis, _this_ device was the source of the madness-inducing wave that once covered the planet!" he exclaimed. "Surely Your Highness can imagine the possibilities..!"

"I can, indeed," Caly'See agreed with a smile, her mind already picturing dropping the device over Lilandra's home-planet, and then just _watching_ as her back-stabbing sibling simply lost her _mind._ "Can it be salvaged?"

"Uncertain, Highness; it appears intact, but it seems to be missing a component…_OW!!_" The soldier stumbled a few steps forward, as if struck by something.

Caly'See rolled her eyes. "What _now?_"

"I…I do not know, Highness; it was as if something hit me in the back of the head…"

"H-Highness!!" another soldier cried. "_L-LOOK!!_" Scowling, Caly'See turned…and saw a faint, shimmering haze start to creep around the corner of the entrance, covering the floor. Seconds later, several larger, wispy globes of golden light flitted into the room, circling Caly'See and her men in irregular patterns, until one wisp collided with one soldier, sending him flying across the room, howling in agony from the burns it had given him.

"_Trespassers…_"

Caly'See whirledd around at that voice, trying to pinpoint its source. "Who's there?!"

"_Invaders…_"

The disembodied voice only served to terrify the others. "Oh, _Skies!!_" one wailed. "It's…it's _them!!_ It's the ghosts of the Kryptonians!! They're _HERE!!_"

"_Enough_ of that!!" Caly'See hissed. "We've likely just triggered some automated defence; the control mechanism has to be nearby! Find it and _shoot_ it!"

Nervously, the other four soldiers started to look around…but their weapons were suddenly yanked out of their hands by deadly silver tendrils, as a massive, silvery _glob_ rose up from the haze, looming over them, absorbing their guns into itself. The soldiers tried to back away, only to be pelted by the artefacts they had been examining, which had started to float through the air, as the disembodied voice now echoed from the glob.

"_**BEGONE!!!**_"

Screaming in mortal terror, the Shi'ar soldiers ran out of the armory as fast as they could go; snarling at the apparitions, Caly'See could do nothing but run after her men.

With the Shi'ar gone, Power Girl, suppressing her giggles, walked into the armory, banishing the haze and light-pulses she had created, while Madelyn stopped levitating the artefacts. "Great job, Mark!"

At that, Android promptly resumed his natural form, switching off his loudspeaker. "_Our plan was a success, but they will be back._"

Madelyn nodded. "With reinforcements."

"Then 'tis best that we destroy what they came for," Raza said, before glancing at the objects forlornly, "though, 'tis a shame…"

"It _has_ to be done, Raza," Power Girl said. "Mark, you shut down the Eradicator; I'll take care of the rest."

Madelyn nodded. "Raza, Ch'od and I will keep watch." With that, Android hurried to the back of the armory, while Power Girl took out her communicator, sweeping over the assembled devices, before transmitting the shut-down signal; one-by-one, each device beeped, and then burst apart, leaving only piles of dust.

In minutes, Power Girl's task was finished. "We're good to go here, Mark! How's it going on your end?"

Android looked grave as his hands glided over the Eradicator's control-panel. "_Not well; the Eradicator is not accepting the shut-down command,_" he said. "_It's almost as if…_" He probed deeper into the weapon's core-programming…and his eyes went wide. "_Alison! The Eradicator does not __**have**__ the self-termination fail-safe! It was programmed without __**any**__ safeguards! I cannot shut it down!_"

Power Girl gasped. "But…then that means..!"

Madelyn's eyes narrowed. "That D'Ken bastard _cannot_ be allowed to get his hands on it; no matter what happens, we keep them _out_ of here." Power Girl's expression turned grim, as she nodded her agreement.

The Eradicator could _not_ be allowed to fall into D'Ken's hands…no matter the cost.

XXXXXXXX

After heading back up to the top levels of the base, Superman, Cyclops, Krypto, Kara, and Corsair quickly reached the vehicle-bay, crouching behind one of the inactive Stealth-Speeders lying dormant, using it as a vantage point to watch a robe-clad Shi'ar man – D'Ken – and his dozen-plus soldiers walk into the bay from another entrance. Spotting D'Ken, Corsair bristled, his hands inching towards his firearm. "What's the plan?"

Checking his belt-computer, Superman smiled. "It looks like the _Argo_ has finally cracked the phase-variance; it should be back at peak efficiency, now."

"So, no more interference from the Kryptonite, then," Cyclops observed. "That's good to hear, but how does it help us _now?_"

"For starters, it means that we can order it away before D'Ken tries to get his hands on it," Superman whispered.

Watching the Shi'ar force, Kara looked nervous. "T-There's so many…"

Superman gave his cousin a reassuring smile. "It'll be okay, Kara," he said, as he entered a few commands into his computer. "We've got the home-court advantage." With that, he finished entering the commands, and sent the signal.

As he and his men walked into the vehicle-bay, D'Ken smiled. "An entire _fleet_ of ships, just waiting for us," he mused aloud, as he gazed upon the inactive Stealth-Speeders. "Can you _imagine_, Captain? An entire _fleet_ of these marvelous vessels storming Lilandra's capital!" He chuckled darkly. "The little brat will likely _wet_ herself when she sees them."

"I have no doubt she would, Excellency," his Captain agreed, as he scanned the vessels, "but I fear that we will have trouble flying them; these craft are completely out of power."

D'Ken scowled. "Very well; have one of the drop-ships head here. We'll start moving them aboard; I want analysis to begin immediately…"

"Excellency, I'm getting a power-signature!" one scientist exclaimed. "It's coming from the west side of the bay!"

D'Ken's eyes widened. "_Come on!!_" he ordered, racing towards the west side of the vehicle-bay, his men scampering after him; within minutes, they had reached the west side…where they found a smaller, white-coloured version of the craft that filled the bay.

_It_ was the source of the power-signature.

"I…I don't understand…" the scientist whimpered. "All the other craft are completely dead; how is _this_ one still active..?"

"What does it _matter?_" D'Ken laughed, utterly _exhilarated_ at this find, this _gift_ from the gods above. "We now have an _active_ ship to examine, something _far_ more useful than a few inactive relics!" He turned to the scientist. "Commence scanning," he ordered. "I want to know _exactly_ how this marvelous vessel works…"

"Excellency, _wait!_ S-Something is _happening..!_"

A low whirring cut off the scientist's cries, as the craft, having received instructions from an unseen master, started to rise into the air, out of reach, as wing-like engine-pods extended from its sides; it was _taking off._ "_NO!!!_" D'Ken howled. "Someone, _stop it!!!_" But his cry was in vain; in less than a second, the craft flew off, out of the bay, disappearing into thin air…

…as though it had never _been_ there.

D'Ken scowled, both at the loss and at his men's reactions; half of them were shaking in their boots. "Did we get _anything?_"

Gulping, the scientist shook his head. "I-I'm afraid not, Excellency; I just barely got an interior scan off," he stammered. "Excellency…t-t-there was _no-one_ on board…"

D'Ken's scowl _deepened_, his fists clenching in anger at his men's _cowardice_…but before he could even shout his disgust, one of the inactive ships beside them started to beep…right before it simply _burst_ apart, disintegrating into clouds of dust. Seconds later, another vessel started to beep, before falling apart, turning D'Ken's anger to panic. "_Where is that drop-ship?!_" he roared. "Get them up here, _NOW..!_"

"We shouldn't be here."

Snarling, D'Ken whirled on the soldier that had spoken. "_WHAT did you say?!!_"

The soldier was shaking in fear. "W-We've trespassed on the Kryptonians' resting-place; their spirits are _angry_, Excellency!" he wailed. "If..if we don't leave..!"

Roaring, D'Ken drew his laser-pistol and put it to the man's forehead. "Finish that sentence, soldier, and you will _join_ these Kryptonian swine!!" he snarled, before glaring at the rest of his men. "Now, _ALL_ of you hear me; you will either find a way to salvage the rest of these vessels from these so-called 'ghosts'…_or you will become ghosts, yourselves!!!_"

As they watched D'Ken and his cronies cramble to and fro, trying to save the Stealth-Speeders as they disintegrated one-by-one, Corsair couldn't help but grin. "Kal, that sight _alone_ would make this trip worthwhile!" he chortled quietly.

Slowly, a faint grin crossed Kara's face,before she giggled at the sight…and quickly clamped her hand over her mouth.

_Too late._

His eyes narrowing in suspicion, D'Ken turned towards them. "What was _that?_" Panicking, Kara tried to back away from the edge, but she slipped on an icy-patch…and slid right into view of the Shi'ar.

The lead scientist gasped. "It's _them!!_ The ghosts!"

Snarling, D'Ken drew his weapon. "Silence yourself, fool; _this_ ghost has _blood_ in her veins!" he snapped. "_Open fire!!_"

As the Shi'ar task-force drew their weapons and took aim, Kara just _froze_, her eyes wide in utter terror, not daring to move an _inch_. His eyes narrowing, Corsair darted to the other side of the Stealth-Speeder, opening fire on the Shi'ar in a flanking strafing-run, forcing them to turn towards him as two soldiers fell from shoulder-wounds. Scowling, Cyclops flanked from the other direction, closing on the Shi'ar and firing a sweeping optic-blast, taking out three more of D'Ken's flunkies, missing the Shi'ar prince by a hair, as he rolled out of the way, to come back up firing at him, forcing Cyclops to dodge to the side.

At their ruler's order, five of D'Ken's cronies charged towards Kara's position, who was still frozen to the spot; seeing the soldiers running towards his cousin, Superman's eyes went wide, before he bolted out from behind the Stealth-Speeder. "_Kara, MOVE!!_" he shouted, as he tackled into her, knocking them both out of the way of a laser-volley. After pushing Kara to safety behind another Stealth-Speeder, Superman turned back to the five Shi'ar, tapping what little solar energy he had left into a rapid-fire barrage of eye-rays, blasting their weapons out of their hands with pin-point accuracy; disarmed, four of the five were utterly bewildered by his attack, but the fifth's eyes were narrowed in anger, as he drew a wicked-looking knife from a pouch on his belt, swinging it at his opponent. Superman quickly ducked under the swing, before darting left to evade the follow-up stab-attack, but the soldier's blade grazed his side; wincing, Superman stumbled back, clutching his side, as the soldier readied another attack…

Seeing her cousin take the hit snapped Kara out of her shock, as she looked to the Sword of El…and tossed it to him. "Kal, _catch!!_"

Seeing his ancestor's blade flying towards him, Superman caught the Sword and unsheathed it in one move, blocking his opponent's strike; the hook-spike near the tip caught and re-directed the strike beautifully at the very same time that the mono-edged blade cleaved right _through_ the Shi'ar dagger – by the time the attack ended, the soldier was left holding an empty hilt. Before he could react, Superman slammed the empty scabbard into his foe's side, before swinging low with it, buckling his knee and sending him sprawling…_exactly_ how Von-El likely would have, he reflected.

Seeing their comrade go down, the other four started to draw their daggers, but their plan was disrupted as a snarling Krypto barreled towards them, tackling one to the ground before biting the leg of a second; the soldier frantically shook his leg, managing to kick Krypto away, who skidded across the icy floor, stopping next to his master, dazed but unhurt, as he let out a tiny whine. "I know, boy; it _sucks_ being away from a yellow sun." Superman slowly smiled as he took out the Solara Cell he'd been storing. "Why don't we _fix_ that?" With that, he activated it; instantly, the crystalline sphere started to glow a luminous golden-yellow, filling the bay with golden light for a few brilliant seconds, before fading away, as the Cell turned black, before crumbling, its energy spent.

Kara blinked. "What was _that??_"

"A Solara-pulse, Kara; Grandpa may have been a bastard, but he was a _smart_ one," Superman quipped, before he deeply inhaled, and _blew_, unleashing a gale-force blast that knocked their assailants off their feet, sending them flying across the room, to collide with D'Ken and the rest of his cronies.

Seeing his enemy fall, Corsair charged at D'Ken, but the Shi'ar prince managed to get back to his feet and open fire, forcing Corsair to take cover. "So, pirate, you managed to stick your nose into my affairs yet again, I see; I suppose I shouldn't be surprised."

Corsair laughed coldly. "What surprises _me_, D'Ken, is that you actually had the _spine_ to show your face in this system!" he mocked. "What with how your old man and his entire _fleet_ got practically _ass-raped_ by Krypton the _last_ time you were here!"

D'Ken's face twisted in _fury_ at that remark. "Those _filth_ got _exactly_ what they deserved, pirate!" he snarled, as he tried to get a fix on Corsair. "I suppose I should _thank_ you: you brought the last one right _to_ me! Now I can gain the power I need to reclaim my throne _and_ wipe out that miserable race once and for _all!_" His smile returned as he heard the roar of his drop-ship's engines; in seconds, the ship's laser-cannons had blasted off the roof of the bay. "And _this_ time, those meddlers' technology _won't_ save them!"

The ship's cannons punctuated his sentence, blasting massive craters into the bay-floor, sending Superman and the others scrambling for cover. From behind a Stealth-Speeder, Superman called out, "Cyclops, if I get that ship's shields down, can you take out those cannons?"

"No problem!"

"Okay, then! _Go!!_" With that, Superman ran out from behind the Stealth-Speeder, firing a wide beam of nova-hot energy at the ship, which crashed into its shields…and then _through_ them, shattering them like glass as the beam pierced its hull. At the exact same time, Cyclops darted out from behind his cover, lined up his shots, and fired in rapid succession, destroying every single cannon on the ship, giving Superman the time he needed.

Coming to a stop, Superman sheathed the Sword of El, before he twisted the back of its hilt, unlocking the deadly mono-lash within; taking _very, very_ careful aim, he pulled his arm back, and stabbed towards the ship's underside, sending the lash-aid lancing towards the drop-ship's port-side thruster, and then _past_ it. Pulling his arm to the left, Superman then swung to the right, sending a loop of the lash arcing towards the engine…where it _cleaved the thruster completely off._ As the lash snapped safely back into the hilt of the Sword, the drop-ship began listing to the side, pulling away from the base to make an emergency landing.

Glancing to the Sword, Cyclops whistled. "That's one hell of a sword your ancestor made."

Superman nodded. "Von-El _definitely_ knew what he was doing," he agreed with a grin…but that grin rapidly faded as he saw two Shi'ar soldiers taking aim at Cyclops..!

"_NOOOOOOO!!!!!_"

Corsair was already in motion when he'd shouted the warning to his son, but it was nearly too late; running faster than he'd ever run in his life, Corsair opened fire at the Shi'ar, striking one, but just missing the other, seconds before he fired. In sheer desperation, Corsair threw himself towards Scott…

His body passed behind his son _just_ as the laser-blast reached him; Corsair grimaced as the laser seared into his back, sending him sprawling to the side. Cyclops' eyes went wide, and then narrowed as he blasted the Shi'ar across the room, before running to his father's side. Taking out his belt-computer, Superman quickly sent the shut-down command to the rest of the Stealth-Speeders; as the remaining craft disintegrated, he deeply inhaled, and unleashed a burst of frost-breath, using every ounce of his remaining energy to create a ten-foot thick wall of towering ice between his friends and D'Ken's forces.

Kneeling by his father, Cyclops frowned. "How bad is it?"

Corsair coughed. "Not lethal, I think…but I don't see myself walking out of here on my own."

"Fine, then." Taking hold of Corsair's arm, Cyclops helped his father up. "That was a pretty dumb move, pal."

Corsair's next words stopped him in his tracks. "Letting my son down again would've been dumber."

Taking out his communicator, Superman opened a comm-line. "Boy Scout calling Nightingale; we've cleaned house, up here, but we have wounded, so we're gonna have to clear out fast. What's the status on everyone else?"

"_We've pretty much taken out everything else, Boy Scout, but there's a problem with the Eradicator; we can't shut it down!_"

Superman scowled. "Have everyone else head to the armory, Ali; we'll be there shortly! Boy Scout out!" Switching off his communicator, he turned to the others. "Everyone fall back to the armory, _double-time!_" With that, everyone turned, and hurried back into the base, making for the armory as fast as they could.

Their departure was none too soon; within minutes, D'Ken's forces had melted through, their efforts hastened by their irate ruler's urgings, his fury only _worsened_ by what he'd just heard.

"…_one hell of a sword your ancestor made…_"

"_Von-El knew what he was doing…_"

_El._

The Kryptonian was an _El_; the son of that wretched _Jor-El_, no doubt – the very same scientist who had aided General Zod in disgracing his father.

_The House of El still lived._

"_Brother, can you hear me?_"

D'Ken took out his communicator. "Report, Sister."

"_Brother, __**something**__ is going on, here; we just encountered something in the armory. I refuse to believe that this planet is haunted, but..!_"

"Oh, believe it, Sister; this planet _is_ haunted," D'Ken snarled. "_Haunted by the son of Jor-El!!_"

Caly'See's tone was one of incredulous anger. "_WHAT?!!_"

D'Ken widened his comm-line to all his men. "Attention, all Shi'ar; this is your Prince! The 'ghosts' you have all been seeing is the work of the last living Kryptonian; right now, he and his cohorts are heading towards this outpost's armory!"

His eyes narrowed as his voice burned through the airwaves. "You now have a _new_ standing order: _BRING ME HIS HEAD!!!!!_"

XXXXXXXX

As Superman and his comrades rushed through the base's hallways, racing towards the armory, they were set upon by laser-fire from Shi'ar troopers pouring into the base from side-corridors.

D'Ken had obviously put the word out on them.

Ducking under the laser-blast from one approaching soldier's weapon, Superman slammed his assailant with the Sword of El's blunt scabbard, knocking him back, while Krypto barreled into another one approaching from the other side. After the Superdog's teeth drove the attacker away, they quickly turned left…only to run into a Shi'ar battlegroup.

The small platoon of Shi'ar troopers were ready to fire…but a surge of psychic flame washed over them, putting them to sleep as Phoenix and her team ran towards them. "Everyone okay?" Phoenix asked.

Superman nodded. "We're fine, but Corsair took a fairly bad hit; we need to get him out of here!"

Seeing her Captain's condition, Hepzibah darted to his side. "We have medicine in _Starjammer_; we must get him there..!"

"_No-one_ is going _anywhere!_"

At the sound of that cruel voice, Superman turned…to find his cousin being pinned by the throat to the wall by a violet-clad, violet-winged Shi'ar woman, brandishing a deadly knife. "My brother and I would like a few _words_ with you, son of Jor-El," she hissed.

Superman kept calm. "Princess Caly'See, I presume."

Caly'See nodded. "I'm surprised my brother didn't recognize you at first," she spat. "You look a great deal _like_ Jor-El, you know." Her eyes narrowed at his surprised expression. "Oh, yes, whelp; my brother and I saw him, once. He was there, the day my _father_ was forced to _surrender_; the day our family was _disgraced!!_"

Superman's eyes narrowed. "And _whose_ planet were you trying to invade, at the time?"

Corsair coughed out a dry laugh. "Emphasis on _trying._"

Caly'See's eyes flashed furiously. "Well, _now_, whelp, _we_ will take _your_ surrender…or, so help me Skies, I will _gut_ this wench like a Nurallian _swine._"

Meeting Kara's frantic gaze, Superman's eyes widened. "Kara, _you_ absorbed that Solara-pulse, too!"

Kara was almost too panicked to speak. "W-What..?"

"The yellow sunlight gave you power! _Use it!!_" At that realization, Kara's eyes went wide…

"Have it your own way, then!!" Caly'See hissed, as she swung the knife down…only to be stopped by Kara's hand, as it gripped her wrist like a vice. "_What?!_"

Kara's eyes narrowed, as her fear turned to _rage_. "Get _off_ my _planet_, you miserable feathered _BITCH!!_" And with that, she ripped her other hand free of Caly'See and _swung_ at her.

_**WHAM!!!!!**_

Kara's fist connected solidly with Caly'See's jaw, rippling the air and sending shockwaves surging through the bone with enough force to shake three of her teeth _clear_ out of her mouth; the Shi'ar princess went _flying_ through the wall…then through another, and another, and another, before finally grinding to a stop, _beyond_ out cold.

Avalanche cheered. "That was _beautiful!!_" he exclaimed. "That bitch's _grandkids_ are gonna be hatched dizzy!"

Kara looked at her fists, her eyes wide. "_Wow…_"

"_Mistress Kara, behind you!!_"

Kara hadn't even _seen_ the battalion of Shi'ar troopers closing on them from behind; in less than a second, Kurox had thrown himself between their shots and his charges, raising his shields to full power, soaking up every shot…some of which were starting to get through, fracturing his crystalline frame. "_Master Kal-El, y-you and your c-companions must re-re-resume the fall-b-b-back!_"

Shadowcat looked stricken. "Kurox, what are you _doing?!_ You don't have enough power..!"

"_**GO!!!!**_" At Kurox's single shout, Superman could only look to his father's old servant sadly…before he and the others turned and ran, with Kurox slowly following them, making himself into a living wall…which was gradually crumbling.

They were just within sight of the armory when another handful of soldiers emerged from a side-hallway just ahead of Kurox, weapons at the ready…and were quickly cut down by suppressing laser-blasts from Ch'od's laser-rifle and Raza's cybernetic arm, as Corsair's shipmates darted out from behind their vantage-points. "Captain, _hurry!_" Raza urged, promping Cyclops and Corsair to speed up, making it into the armory, followed by the others, with Kurox covering them.

With his charges out of harm's way, Kurox fired two Stunner-blasts at the approahing Shi'ar, and then ran for the entrance; he was just through the entry when a barrage of lasers pierced his dying shields, shattering his left knee-joint and sending him falling. A second salvo tore into his torso, blasting a hole in his right pectoral plate, before a third volley shattered his right shoulder-joint, severing his arm.

"_Kurox!!_" Kara cried, rushing to his side, while Phoenix and Power Girl raised their barriers, deflecting any more incoming shots. "Kurox, hang on!!"

"Everyone, pull back!" Superman ordered; at once, the entire group started to move back into the armory, with Madelyn carefully lifting the critically-damaged Kurox with her TK. Before long, they had reached the inactive Eradicator, which Android was desperately trying to permanently deactivate. "Any progress, Mark?"

Stricken, Android shook his head. "_Negative, Superman; the self-termination subroutine has been completely removed. It is possible to reinstall it, but that will take time…_"

"…which we don't have," Cyclops finished. "Any ideas, Kal? 'Cause I'm fresh out." Superman's expression mirrored Scott's…before his eyes widened, as a truly _crazy_ idea came to him…

By then, most of D'Ken's forces had gathered in the armory, surrounding their barrier; once the area was secure, D'Ken himself walked in. "I must admit, you and your lackeys have led us on quite the chase, Kryptonian," he said coldly, "but now the game is _over._ Surrender yourselves and your secrets immediately, and you _may_ be spared."

Superman met his glare, as he reached into his pocket. "That's what this has been about, isn't it, D'Ken?" he snapped. "This whole expedition of yours has been nothing but a _grave-robbing_ run, hasn't it?" Slowly, he took out the Eradicator's Control-Crystal.

Kara's eyes went wide as she saw it. "_K-Kal,_" she murmured, in Kryptonian, "_t-that's..!_"

"_It's okay, Kara; trust me,_" Superman assured her. Holding up the Crystal, Superman discreetly reached for his belt-computer with his free hand, ready to send a signal. "Well, Shi'ar, the _only_ salvageable piece of our technology left is right behind us," he said. "You want it so bad?"

He turned towards the inactive weapon. "Then you can _have_ it!!" With that, he threw the Crystal towards the Eradicator.

The Crystal arced towards the weapon, landing perfectly in the Arming-Module, which sank back into the main dish; instantly, the Eradicator started to glow a brilliant white, as it began powering up.

D'Ken's eyes went wide. "W-What have you _DONE?!_"

Superman's tone was one of arch naivete. "Why, Your Highness, I thought you'd be pleased! _Surely_ you'd prefer to have an _active_ weapon, wouldn't you?"

Avalanche gulped. "Uh…Big Blue, are you sure about this?" he asked. "Won't that thing kill _us_, too..?"

As if to answer him, one of the Eradicator's twelve pylons started to raise out of the dish; once it was fully extended, it locked itself in place, glowing a brilliant white and emitting a faint _hum._

Superman sighed. "I'm afraid, Highness, that the Eradicator has one small flaw; it takes about five minutes to fully arm itself before it can fire," he explained pleasantly. "That gives your engineers five minutes to disarm it – five minutes to do what _my_ people could not. If you can, it's all yours."

Power Girl chuckled. "And if they can't?"

Superman shrugged. "Then the Eradicator will drive everyone still on Argo insane," he replied. "Personally, we plan on being on our way home when that happens; your choice, really."

At that, another pylon locked itself in place, as the humming grew louder. D'Ken glared at Superman. "You _miserable..!_"

Superman cut him off. "If you have _any_ intelligence, Shi'ar, you'll cut your losses and _leave_ before the Eradicator fires," he snapped, taking out his computer and signalling the _Argo._ "In any case, we'll be leaving; now that my cousin's safe, we don't really have any business here…and _you_, D'Ken…well, you _never_ had any business on Argo to begin with."

His eyes narrowed. "So consider this a message from the people of Krypton: _never come here, again!!_" With that, he signalled the _Argo_; instantly, the Speeder's teleporter-beam shone through the ceiling, engulfing him, his friends, Kara, and the crippled Kurox, taking them away before D'Ken could even react.

Back in the _Argo's_ cockpit, Superman guided the craft over the _Starjammer_, 'porting Corsair and his crew back to their ship. "I'm sending you a course that should take us past D'Ken's warships; we don't have much time! _Get moving!_"

"_You don't have to tell __**us**__ twice!_" Corsair called over the radio. "_We'll meet you up there!_" With that, the transmission ended.

"Kal, _help!!_"

Turning, Superman quickly rushed to Kara's side, where she was kneeling by Kurox. "H-He's losing too much power!" she cried. "I-I don't know what to do..!"

With most of the crisis resolved, Superman had time to get a better look at the damage to Kurox…which turned out to be worse than he'd thought. "Oh, Rao…his primary entropic phase-coil is completely shattered!" he exclaimed, his eyes darting around the ship for _anything_ that could slow Kurox's power-drain. "Hang in there, Kurox..!"

Shadowcat looked stricken. "Is that bad..?"

"If Kurox's EPM power-core is his heart, the phase-coil is his aorta; it distributes power from his core throughout his body! He's hemorrhaging to death!!" Superman cried. "I need to link him up to the _Argo's_ systems to support him…but there isn't enough time..!"

Kara was nearly in tears. "_Please!!_" she wailed. "Y-You have to _save_ him!!"

His expression grim, Superman was about to hang his head in defeat…until Kara's words struck him. "_Save_ him! Of _course!!_" Darting to the Speeder's control-panel, he tapped a key, ejecting a crystal-processor from the panel; taking it, he darted back to Kurox's side. "Kurox, if you can hear me, I need you to open your primary data-port!"

Kurox's head weakly twitched, his lights flickering as he let out a feeble mechanical whine…before a cylindrical slot opened up in the center of his torso. At once, Superman inserted the processor, brought up the holographic interface, and entered the needed commands; after a few long seconds, he powered down the interface and removed the crystal, seconds before Kurox's power went dead.

Superman smiled triumphantly. "_Got_ him!" he declared, holding up the crystal. "I managed to download Kurox's memory-files, A.I. core, and personality algorithms onto this crystal-processor before he crashed; it'll keep him stable long enough for me to repair his body! He's okay!"

Kara was ecstatic. "Oh, _thank_ you!" she cheered, hugging her cousin. "_Thank_ you, Kal!!"

"Yeah, that's great," Avalanche said. "Now, can we get _off_ this planet _before_ the _doomsday weapon_ kills us?!"

Darting back to the control-console, Superman powered up the engines, guiding the _Argo_ into an escape-trajectory, following the _Starjammer_ out of its namesake's atmosphere.

Within minutes, both ships reached open space. "It should be clear sailing from here," Superman reported. "Once we reach the World-Gate, we'll be home-free…"

"Wait." Kara's voice interrupted him. "Kal…can you please head to Krypton?" She gulped. "I _need_ to see it."

"Kara, it's _gone,_" Cyclops said. "Trust us on this…"

"_Scott,_" Phoenix gently chided. "Kal, it's your call."

Nodding, Superman opened a channel. "_Argo_ to _Starjammer_; change of plans. You guys should head to the World-Gate; we'll be taking a detour, but we'll catch up, soon."

"_Acknowledged, Argo; don't take too long. D'Ken isn't the kind to take getting beaten lying down._"

"Duly noted. _Argo_ out." With that, Superman altered course, heading further into the Ku'Raon System, towards his home planet's ruins.

XXXXXXXX

By the time his men had located his sister and brought her to the armory, broken jaw and all, two minutes had elapsed, D'Ken noted grimly; four of the Eradicator's pylons were locked in place, with the fifth well on its way. "I will not tell you again, Lieutenant; shut that monstrosity down!!"

The Lieutenant's expression was panicked. "I _can't_, Excellency!! The programming involved is beyond anything I've ever _seen_, and the language is…is incomprehensible! _I have no idea how to deactivate it!!_"

"Milord, we _must_ evacuate!" another soldier cried, as the humming grew louder from the fifth pylon. "There is _no time!!_"

D'Ken roared in utter rage; the Kryptonian race had defied him, once more. "Fall back to the drop-ships!! We're getting out of here!" His men needed no more, as they all ran out of the armory, making for the exit…while the Eradicator's sixth pylon locked into place.

They were half-way out the door by the time the eight pylon was locked-in; D'Ken could practically _feel_ the weapon's humming, now.

As they sighted their ships, the eleventh pylon was locked, with the twelfth just rising up.

D'Ken's expression was one of despair as he and his men raced towards the ships with everything they had; the boarding-ramps were metres away..!

With a resonant _shing_, the last pylon locked itself in, before all twelve shifted down, pointing towards the Control-Crystal, turning the Eradicator blood-red, as the weapon unleashed its first scan-wave.

D'Ken had just reached the ramp when the blue-white wave passed through them; for a moment, he panicked, but when nothing happened, he breathed a relieved sigh, before joining his men aboard the drop-ship, watching the bay-doors close…

…just as the scan-wave passed through them again, on its return trip back to the weapon, bringing D'Ken's panic with it. "_Raise the shields!! RAISE THE SHIELDS!!_" At once, the order was sent to the bridge, as each craft raised shields to maximum power, their engines igniting, taking them up out of Argo…

In seconds, the wave reached the Eradicator, calibrating it for its new target: _Shi'ar._

Glancing out the window, D'Ken was the first to see the malevolent red wave spread out from the base, growing across the sky like cancer, as its maddening energy hit the ship's shields…and then passed _through_ them, into the ship itself.

The first thing he noticed was a single, crystal-clear note…which became a deafening screech; the scene before D'Ken seemed to dissolve, as colours inverted themselves, distances stretched and compressed, twisting the world into odd angles.

And then the agony started.

D'Ken howled in pain, clutching his head as his brain caught on fire, joining the cacophony of his fellow Shi'ar, even his broken-jawed sister, as horrific visions became painted in their minds by the Eradicator's insanity-wave, driving every single unlucky soul in its grip into madness. In seconds, the flight-paths of all three drop-ships became erratic; by some miracle, D'Ken's ship continued upwards, while the other two crashed into each other, falling back into the Eradicator's grip.

After several agonizing minutes, the ship cleared atmosphere; slowly, the maddening agony receded, as D'Ken's vision cleared. Looking around, D'Ken saw that, other than himself and his sister, only a handful had survived, while the others lay twisted in agony on the floor.

"_Excellency, this is the Golden Wing; are you alright?_"

Staggering to the intercom, D'Ken answered his flagship's hail. "Yes," he croaked. "We're here." '_Barely._'

"_Excellency, we've detected two ships leave orbit before you; one of them is the Starjammer, and it's heading for the World-Gate. Your orders?_"

Those words brought D'Ken's focus back; the Kryptonian whelp had almost _killed_ him. "All ships: lay in pursuit course!" he barked. "I want those ships _destroyed!!_" His chance to seize Krypton's technology was gone…

…but his chance to take revenge was _not._

XXXXXXXX

With the correction for the obscenely high levels of Kryptonite radiation made, the _Argo_ was able to avoid the Kryptonite asteroids with ease, reaching Krypton's corpse in a matter of minutes. "We're here, Kara," Superman reported.

"I'd brace myself, if I were you," Madelyn warned. Nodding, Kara stood up, and slowly walked to the view-screen, looking out into space…

…and she saw it.

At the sight of their dead homeworld, Kara let out a sob, falling back into a nearby chair; sensing her sadness, Krypto walked over, and laid his head in her lap, letting out a soft whine. "I…I didn't want to believe it…" Kara whimpered. "It's…it's all gone…"

"I know, Kara; I know," Superman agreed, his own expression sad. "This place just isn't our home, anymore; we have to accept it."

Her eyes tearful, Kara reluctantly nodded. "I…I know."

"_Argo, this is the Starjammer; we've got trouble, here!_"

Quickly, Superman answered the hail. "_Argo_, here, _Starjammer_; what's wrong?"

"_We've got company, Kal; we're detecting a full wing of Shi'ar fighters on our asses, with all seven of D'Ken's Cruisers, closing fast! We could use a little help, here..!_"

"Acknowledged, _Starjammer_; we're on our way!" At that, Superman powered up the engines, as the _Argo_ raced towards the _Starjammer's_ position.

Within minutes, the _Starjammer_ was in sight, along with the dozen wing-shaped fighter-craft chasing it, peppering it with lasers; the _Argo's_ HUD instantly identified the fighters, bringing up enhanced images of them, targeting specific weak-spots in their hulls. "Can you get them with the Disruptor?" Power Girl asked.

Superman shook his head. "Not without hitting the _Starjammer,_" he answered. "We're gonna have to go viral." Quickly, he tapped several panels. "_Argo:_ arm one Viral Torpedo; target Shi'ar vessels, maximum virulence. Fire!"

At once, a single Torpedo loaded into the Speeder's weapon-pods, before streaking away towards the fighters, evading every shot fired at it, to latch onto one fighter and then disintegrate, its payload delivered. Shaking off the impact, the fighter streaked towards its prey…before it stopped dead in its tracks, followed by its wingmen, as the Kryptonian virus spread to the entire squadron, tearing through their firewalls and stopping them cold.

"Corsair, I don't think we have time to use the Gate!" Superman instructed. "Head to the edge of the system; there should be enough clear space for you to use step-through. We'll hold D'Ken off!" Ending the transmission, Superman armed the Speeder's weapons. "_Argo:_ deploy armour!" Outside, the _Argo's_ shields condensed into a metallic state, as the Speeder accelerated towards the Cruisers.

Spotting the impertinent ship charging them, all seven Cruisers opened fire, but the _Argo_ weaved through them effortlessly, its armour easily repelling the strays shots that managed to hit; targeting the lead Cruiser, it fired its Positron Cannon, utterly obliterating its shields, before darting past it, to paste a second with a Polaron Disruptor-blast, devastating its electronics. With two Cruisers heavily damaged, the _Argo_ altered course, flying straight towards the flagship, peppering it with anti-electron bursts.

D'Ken had just reached the bridge when the shots hit, nearly knocking him off his feet as the entire bridge shook, consoles sparking left and right. "Report!!"

"The _Iron Talon_ and the _Aerie's Wrath_ are crippled, Sire!" a lieutenant cried. "The remaining ships are trying to disable the vessel, but it's just too fast, and our weapons can't breach its shields; plus with all the interference from these meteors..!"

"Sire, the vessel has fired! Single shot, closing fast!"

D'Ken moved to the radar console. "A missile?"

"Negative, Excellency! It appears to be similar to what the _Iron Talon_ encountered, but the polarities are wrong…"

D'Ken felt a chill grip his spine. "Launch all fighters!! _Shoot that ship down!!_"

As all remaining ships launched fighters, the _Argo_ darted into the middle of the battle-group, firing a single Graviton Torpedo; the ultra-heavy, violet-black mass bored through space, detonating in the very middle of the Shi'ar formation to form a massive gravity-well, which pulled the Cruisers well out of formation.

Aboard the _Golden Wing_, D'Ken snarled as the bridge started to tip. "Get us out of this gravity-well, and target that blasted..!"

"Sire, we have incoming!"

D'Ken's scowl grew. "Another gravity-weapon?"

The radar officer was panicked. "No, Sire! _Meteors!_"

His eyes widening, D'Ken checked the readout, but it was true: dozens of meteors, pulled by the gravity-well, were headed towards them. "All ships, full astern! Get us out of here..!"

It was too late; in seconds, the Kryptonite meteors had reached the Cruisers, smashing into their shields and inflicting crippling damage, while the _Argo_ flitted away, unscathed.

Aboard the Speeder, Avalanche whistled. "Guess that stuff was good for something, after all."

Opening a comm-line, Superman hailed Corsair. "You're in the clear, Captain; you can step-through whenever you like!"

"_No good, Argo! Those fighters must have hit our step-through drive; it won't cycle up! We're stuck here, and we're reading ten fighter-wings closing on us!_"

Superman's eyes narrowed. "Hang on, Corsair; we're on our way!" With that, he ended the transmission. "Everyone, buckle up; we're going to have to go Trans-Warp."

"'Trans-Warp'??" Kara exclaimed. "Uncle Jor often talked about that…but he actually got it _working??_"

Shadowcat chuckled. "Oh, yeah; hang on, Kara, 'cause you're in for one _heck_ of a ride!"

Within minutes, the _Argo_ had reached the injured _Starjammer_; deactivating its armour, it deployed its drones, which adhered to the ship's hull, extending the Speeder's protective field as it began powering up its Trans-Warp Drive. "Okay, Corsair, you guys had better strap in; anywhere you'd like to go?"

"_Well, we have business in the Trinar System…but I'll settle for anywhere but here!_"

Superman laughed. "Trinar it is, then!" he agreed; they could use that system's World-Gate to get home. "In that case, hang on, 'cause here we go..!"

As the _Argo_ started to extend its pylons, the legion of Shi'ar fighters kept closing on them; as soon as they were in range, they let fly with a salvo of missiles, which lanced towards both ships at breakneck speeds…

The missiles were only seconds from impact when the Speeder's pylons flared to life, as it streaked away at trans-light speeds, towing the _Starjammer_ behind it, leaving them, D'Ken, and the Ku'Raon System far behind.

XXXXXXXX

After the surge of Trans-Warp released them, the crew of the _Argo_ found themselves far from the Ku'Raon System, with no Kryptonite ahead of them; only a massive, swirling, three-pronged nebula of rainbow colours. "Whoa…" Cyclops murmured.

"It's…_beautiful…_" Phoenix agreed.

Superman nodded. "The Trinar Nebula is definitely one of this system's must-see sights," he agreed, as he glanced ahead…and frowned, as he saw two Shi'ar Cruisers coming towards them. He quickly hailed Corsair. "_Starjammer_, this is _Argo_; we've got more company. We'll hold them off while you make a break for it…"

Corsair's laughter answered him. "_Take it easy, big guy; these ships are with the Shi'ar Republic – they're the good guys!_" He promptly widened the channel. "_Starjammer calling Freedom's Wing; we are reporting in mission accomplished – D'Ken won't be sniffing around the Ku'Raon System, for a while!_"

A new voice answered him. "_Acknowledged, Starjammer; you are a bit ahead of schedule, but we read you. We're also detecting another ship to your starboard side…_"

"_It's okay, Kallark; they're friends of mine. Now, if you don't mind, we'd like to get our land-legs back._"

"_Acknowledged, Starjammer; you and the unmarked ship may dock in Bay One._"

"_Thanks, Gladiator; Starjammer out._" With that, Corsair's ship glided towards one of the Cruisers, as the _Argo_ followed her in, docking with the Cruiser.

As the _Argo_ touched down in the Cruiser's landing-bay, Cyclops and the others promptly 'ported out, while Corsair and his crew disembarked from their ship; once they had emerged, they all saw a group of various alien beings, all clad in red-and-gold uniforms, waiting there for them, standing at attention. Their leader, a violet-skinned humanoid, around the same height and frame as Superman, with dark violet hair in a mohawk-like crest, with a dark blue cape clasped about his neck, glanced to Corsair. "Captain Corsair, you are injured?"

Corsair shrugged, which caused him to wince. "Had worse, Kallark."

The alien – Kallark – turned to one of the others. "Guardsman, fetch a medical team; the man is hurt." Saluting, the alien hurried off, as Kallark glanced to the _Argo_ and her crew. "I presume you all assisted Corsair?" he asked.

"It was a team-effort," Cyclops admitted.

Kallark smiled pleasantly. "In that case, you have the Imperial Guard's gratitude," he said, "but I am curious; your ship appears to be…"

Superman chuckled. "…Kryptonian?" he finished. "Good eye."

Noting Kallark's confusion, Corsair spoke up. "Kallark, allow me to introduce Kal-El, of Krypton, his cousin, Kara Zor-El, and their companions, Cyclops, Phoenix, Power Girl, Shadowcat, Avalanche, Madelyn Pryor, and Krypto," he said. "Everyone, this is Kallark, Captain of the Shi'ar Republic's Imperial Guard."

The revelation of Superman's identity sent waves of shock through the Guardsmen; Kallark was the first to recover, as he stood up straight and bowed deeply. "It is an honour, Kal-El. We of the Imperial Guard recall your people as both wise and mighty allies, and as gallant and honourable antagonists; I am happy to make your acquaintance as a friend."

Superman returned the gesture. "You honour us with your kind words, Captain," he replied. "May we ask how you came to know Captain Corsair and his crew?"

Kallark was about to reply, but he instantly stood at attention as a silver-robe-clad Shi'ar woman, apparently in her thirties, her facial features resembling Caly'See's, answered for him as she walked over, flanked by four Guardsmen. "Years ago, we encountered Captain Summers and his crew when my brother made his first attempt to seize power; thanks to his attacks against D'Ken's installations, he was able to bring us word of D'Ken's plot, allowing us to prepare," she explained. "After that, it was decided to unofficially fund the Starjammers' attacks against D'Ken's rebellion."

Kallark looked quite flustered. "E-Excellency, please forgive my rudeness!" he cried. To the others, he said, "It is my supreme honour to introduce Her Excellency, the Shi'ar Imperial Majestrix, Empress Lilandra Neramani!"

Lilandra softly chuckled. "Captain, you know perfectly well that my position is solely that of a _titular_ head of state," she chided.

"_None_ of the Imperial Guard sees your station as any less deserving of honour, Excellency," Kallark said quickly.

Glancing to her guests, Lilandra smiled warmly. "As Captain Kallark has said, you have the Republic's gratitude for helping Captain Corsair halt my brother's treachery," she said. "Were it not for your assistance, the Republic – and perhaps the rest of the universe – would be in danger from my brother's ambitions."

"To be honest, Excellency, at first, our presence in Krypton's system was something of a selfish one," Superman admitted. "We were drawn there when we detected a distress beacon from Argo, which led us to find Kara." He smiled. "I think it is _us_ who should be grateful for _Corsair's_ assistance."

The mention of his father caused Cyclops to look to Corsair. "So…you guys are…_privateers?_"

Corsair chuckled. "That's as good a word as any," he answered.

By then, the med-team had arrived; in minutes, they had loaded Corsair onto a medical trolley, and lead him away, followed by his shipmates. "I am sure that you are all anxious to return home," Lilandra continued, "but please, make yourselves comfortable for the time being." She gestured down the hall she had come from. "The observation deck can be found down that hallway; I encourage you all to use it – the Trinar Nebula is a sight which many peoples, mine included, make yearly visits to watch!" At the Empress' advice, the others headed towards the observation deck, but Cyclops found himself heading towards the direction his father had been taken.

As he reached the infirmary entrance, Cyclops found Corsair's other two shipmates, Ch'od and Raza, waiting outside. "How is he?"

Ch'od grunted in his language, while Raza translated. "The Captain doth require stitching, but 'tis nothing compared to our time in the slave-pits."

Cyclops felt his guts clench. "Slave-pits?"

Raza nodded. "Several years after Kral-Nor's defeat at Krypton's hands, D'Ken and his sister did declare war on the Republic," he explained. "After conquering several outlying worlds, D'Ken did enslave the populace, while his minions did scour the universe for more slaves to increase his work-force, including us." He tapped the metal side of his face. "'Twas there we all met, after receiving our own scars…including this Pit-bedamned faulty vocal-processor!"

At that, Cyclops felt lower than he'd ever felt in his life. '_I'm an ass…_'

"Took you long enough."

Glancing over his shoulder, Cyclops smiled wanly as he saw Phoenix behind him. "I guess."

Phoenix glanced into the infirmary, where she saw Hepzibah sitting next to Corsair. "Has she been with him, the whole time?"

Raza nodded. "She'll not be leaving his side 'till he's healed, methinks."

Cyclops eyes started to widen. "Are…are they..?"

"Officially? No." Raza's smile turned sly. "But 'tis painfully obvious that a good deal more than friendship lies betwixt them…not they they would admit so."

Phoenix stifled a giggle. "Now who does _that_ sound like?" At that, Cyclops couldn't help but smile wryly, before he took a deep breath, and walked in.

Hepzibah was the first to spot him, her eyes narrowing as she let out a low growl in the back of her throat. "Hep," Corsair soothed. "It's okay." He sighed. "Could we get a minute?"

Reluctantly, Hepzibah nodded, as she walked out…but not before giving Cyclops a warning glare. Cyclops gulped. "Why do I get the feeling that if I start yelling, she'll skin me alive?"

Corsair chuckled. "Don't worry about her; she's just a big _kitten…_once you get to know her."

Cyclops absently scratched the back of his head. "So…I hear you're going to be okay."

Corsair winced as he stretched his shoulder. "Had worse."

Cyclops took a deep breath. "Look, earlier, I…I said some things…"

"_True_ things," Corsair replied. "I should've tried harder to find you before I went chasing after revenge."

Cyclops nodded. "The slave-pits."

Corsair closed his eyes. "Raza told you," he whispered. "Yes, Scott; I _did_ spend years in D'Ken's slave-camps, but that's not the _only_ reason I hate him." His eyes clenched tightly. "He was the one who…" he stifled a sob, "…who murdered my _son._"

Cyclops flinched. "I…I kinda hate to break this to you…but he didn't kill Alex; Alex is alive," he said. "He lives at the Xavier Institute with me and the others."

Corsair smiled weakly. "I can't tell you how happy I am to hear that, Scott…but I wasn't talking about Alex."

Cyclops blinked. "_Huh?_"

Corsair closed his eyes. "Your mother was actually my _second_ wife," he confessed. "My first wife and I…we had only been married a few years when we conceived; we were just on our way to the hospital…when D'Ken's ship took us."

Cyclops couldn't speak.

Corsair was on the verge of tears. "I…oh, God, I tried so _hard_ to save them," he whimpered, "but…but that _monster_ just had little Gabriel ripped right _out_ of her…"

Cyclops practically collapsed into the seat next to his father. "Oh, God…Dad…"

Corsair was weeping now. "Erin – my wife – died that day, and Gabriel…God forgive me, but I _hope_ he died, because life in the pits is _no_ life at all." He took a deep breath. "I honestly don't know how long I was in the pits; I only remember meeting the others and busting out."

Cyclops nodded. "And then you went home."

Corsair smiled wanly. "And the rest is history," he finished. "I chased after D'Ken to try and avenge my old family…only to lose my _new_ one."

Cyclops managed a faint smile, before he reached out to grip his father's hand. "You didn't lose us, Dad."

At that, Corsair looked up, to meet his son's gaze…seconds before they both moved to hug each other for the first time in over ten _years._ "Oh, _God!!_" Corsair sobbed. "Scott, I'm…I'm so _sorry…_"

"Me, too, Dad," Scott whimpered, hugging his Dad tighter as tears leaked out from his visor. "Me, too."

After a few minutes, father and son moved back from each other. "Look, I know we have to head home, soon," Scott said, "and I know that you still have to go after that bastard D'Ken…but maybe, I don't know, you could drop by every once in a while, or drop us a line; I know Alex'll _flip_ to hear that you're okay…"

Smiling, Corsair nodded. "I can do that…but right now, I'd like to hear more about the man my boy grew into." Grinning, he added, "For starters, I noticed you and that red-haired girl were talking, just then; are you two..?"

Scott chuckled. "Yep."

Corsair's grin grew, as he ruffled his son's hair. "_That's_ my boy!" he laughed, before his expression turned serious. "But what about those eye-beams of yours? Where did _they _come from?"

Now it was Scott's turn to laugh. "_That_, Dad, is a _long_ story…"

XXXXXXXX

As the Empress had said, the Trinar Nebula was a sight to behold from the observation deck, but Kara couldn't work up the interest to really appreciate it. She supposed she could still be shocked from the revelation of what had happened…

…but she knew the truth.

Standing a few feet away from where her cousin and his girlfriend were watching the nebula, Kal's arm looped around Alison's shoulders in a loving gesture, with Krypto sitting beside them, Kara couldn't bring herself to go talk to them; not after how she'd spoken to them.

Alison's eyes were shining as she gazed upon the nebula. "Have you ever seen anything so breathtaking?"

Chuckling, Kal held her a bit closer. "_I_ have."

Alison lightly blushed. "_Flatterer._" Glancing over her shoulder, she spotted Kara. "Care to join us?"

Kara gulped. "Uh…well…I-I don't want to intrude…"

"No, it's okay," Kal assured her. "We don't mind."

Slowly, Kara walked towards them, to stand next to them as they watched the spinning nebula. For a few minutes, Kara was able to stay silent…until the pressure became too much for her. "I'm sorry!"

Kal and Alison both blinked at her exclamation. "What?" Alison asked.

Kara lowered her head. "I'm so sorry I doubted you, before!" she cried. "I-I'm sorry for what I said about humans, and I'm so sorry I called you Kon-Lir's shame..!"

At that, Alison smiled gently. "Hey, you were just freaked-out," she answered. "I know _I'd_ be tweaked if somebody told _me_ my planet blew up."

Kal nodded. "We didn't take any of it personally, Kara; it's okay."

At that simple statement – that simple acceptance – Kara smiled warmly. "So…what's Earth like?"

Kal chuckled. "Well, for one thing, it's a lot livelier than Krypton."

Alison giggled. "That's _one_ way to put it."

Kal's expression turned somewhat grave. "I won't lie to you, Kara; Earth does have quite a few problems facing it, but my friends and I are trying to do something to help."

Kara blinked. "What do you mean?"

Kal smiled warmly. "We'll explain on the way home, Kara."

At that, Kara smiled back. _Home_.

She liked the sound of that.

XXXXXXXX

Within the hour, after the crew of the _Argo_ had said their goodbyes, they boarded the Speeder, before the sleek craft glided out of the Cruiser's landing-bay, heading deeper into the system, flying towards the World-Gate. In minutes, the massive Gate whirred to life, spinning a swirling vortex within its frame, creating a path back to Earth. The _Argo_ made one last sensor-sweep of the Nebula, before flying into the vortex.

Since there was virtually no danger, the Speeder's sensors were on their lowest setting…which meant that it never detected the small, spinning, square-shaped crystal floating through space, drawn towards the vortex; as the _Argo_ flew into the event-horizon, the crystal was pulled in with it, taking them both across the universe, back to the Sol System.

XXXXXXXX

_Vir'Noth System_

The cold beauty of the Vir'Noth Nebula was little comfort to D'Ken as his ship jumped into the System, alone; after the ill-fated attack on the Kryptonian's ship, it was the only Cruiser capable of step-through, and it was lucky to have gotten as far as it had. "Report."

The XO looked grim. "I'm afraid that last jump used up most of our remaining power, Excellency; we won't be able to jump again for another few hours, and that's just assuming the others have caught up, by then." He gulped. "Sire…would it not be prudent to have the ship's doctor examine you? We still do not know the extent of the brain-damage that weapon caused..!"

"I'm _fine!_" D'Ken spat, putting his hand to his head, trying to soothe his throbbing brain; he'd had the headache ever since he'd escaped the Eradicator-wave, and it showed no sign of lessening. "And my sister?"

The XO looked pleased. "I'm happy to report that Her Highness is recovering, Sire! The doctor had to wire her jaw, but Her Highness is fine!" He gulped. "Incredibly angry, but fine!"

Well, that was _something_, D'Ken supposed. "Any sign of the Kryptonian vessel?"

The XO shook his head. "None, Excellency; whatever type of propulsion he used, it's beyond anything we've seen. We have no way to track it…"

"Excellency, we have incoming!"

At that exclamation, D'Ken turned to the sensors-officer. "What is it?"

"There's a small object approaching at high speeds, Sire!" the officer cried. "It seems to be slowing down…" His eyes went wide. "S-Sire…it's a Kree Sentry!"

The comms officer spoke up. "It's hailing us! We're receiving audio and visual!"

D'Ken arched an eyebrow. '_Now, what could the mighty Kree Empire want with us, I wonder?_' "Put it through."

Instantly, the image of a tall, well-built Kree man, in the robes of a Public Accuser, appeared on the screen. "_Hail D'Ken, son of Kral'Nor, rightful ruler of the Shi'ar Empire!_" the Kree declared. "_I am Ronan, Supreme Public Accuser of the Kree Empire, and I bid you greetings!_"

D'Ken lightly bowed. "We are well met, Accuser Ronan," he replied. "What brings you to our door?"

"_It has come to my attention that you have recently attempted to breach the home system of the hated Kryptonians,_" Ronan said, "_and judging by your ship's condition, your efforts were repulsed._"

D'Ken chuckled dryly. "The Empire's eyes see far, indeed," he thought aloud. "I was not aware you knew of the path we took."

"_Until recently, we did not,_" Ronan answered. "_However, that matters little, for now I believe that you and I have a common enemy._"

D'Ken arched an eyebrow. "I do not know what you mean, Accuser."

Ronan's eyes narrowed. "_Do not be coy, Shi'ar; we both know full well that it was the Kryptonian Kal-El that thwarted you._"

Upon hearing Ronan confirm his suspicions, D'Ken tried to keep visibly calm. "Even if that were so, why should the mighty Kree Empire need _our_ help?"

"_The Empire's might is __**more**__ than sufficient to crush the Kryptonian, Shi'ar,_" Ronan snapped. "_The difficulty lies in persuading the Empire of the dangers of letting him live._"

Slowly, D'Ken smiled in understanding. "Suppose I _could_ help," he said. "Why should I?"

"_A fair question,_" Ronan conceded, "_but one with an obvious answer. You undoubtedly know that your father's Empire at its peak was a mere raindrop compared to the Kree Empire – this is the force that could be marshaled against your usurper sibling, given the proper incentive._"

At that thought, D'Ken couldn't help but smile; the secrets of Krypton may have been lost to him…but now he had something _just_ as good.

"Tell me more…"

XXXXXXXX

_North Pole, Earth, Sol System_

As she stood within the crystalline stronghold that had been crafted by her uncle's genius mind, Kara couldn't help but marvel.

After returning to Earth, Kal had dropped his friends off at their "Institute," before heading to this Fortress in the Speeder, to examine Kurox's exo-structure and begin repairs; for the moment, her cousin had withdrawn to the workshop of the Fortress, allowing Kara to look around.

After a few minutes, Kara saw Kal – clad in a red-and-blue variant of the Kryptonian Defence Force's uniform – walk towards her, the Sword of El in his hand. "Well?" she asked, anxious.

"The damage to Kurox's knee and arm is extensive, but relatively simple; I'm not expecting trouble in that regard," Kal said. "It's the phase-coil that's going to be a problem; those things are _notoriously_ fragile. I'm afraid that it's going to be a while before Kurox is up and running."

Kara sighed. "Well, it's good to hear that he'll be okay." Glancing to the Sword, she added, "What will you do with that?"

Smiling, Kal waved his hand, summoning the holographic interface, before tapping a few glyphs; instantly, crystals began to rise out of the floor, shifting and re-shaping themselves, until a life-size crystal statue of Von-El, in full battle-armour and cape, complete with bandana around his head, stood before them, his open right hand pointing skyward. Placing the sword in the statue's hand, Kal tapped it, causing it to close around the blade. "This place is a monument to our people," he said. "What better addition could there be than a statue of the founder of our family?"

'_**Our**__ family,_' Kara thought, her smile growing as she heard the words she'd _longed_ to hear for as long as she could remember. "I think he'd like it."

Kal's smile mirrored hers. "Do you ever wonder if he knew what he would end up starting, back then?" he asked.

"Maybe," Kara said, as she turned to her cousin. "You know, _you've_ started something, too; this Justice League of yours sounds like quite the team." And she _meant_ it; just like the first meeting of the Twelve Wise Ones, the Justice League could very well end up changing this planet forever…and it had all started with the vision of a single man…just like it had with Von-El.

Perhaps the Sword of El had found its _new_ wielder in her cousin.

With the statue complete, Kal turned to her, smiling. "Well, we'd better get going." At that, he tapped a crystal, opening the main door, allowing them both to head out.

As they stepped out into the sunlight, Kara smiled as the yellow solar energy soaked into her, making her feel almost _giddy._ "Can we race back to that Institute?" she asked.

Kal gulped. "Uh, Kara, I don't think that's such a good..!"

Excited, Kara didn't bother to wait, as she ran off, accelerating to near-_obscene_ speeds…only to crash into an iceberg.

Chuckling guiltily, Kal walked over to his now-dizzy cousin. "We're going to have to work on that," he said, as he took her by the arm. "_I'll_ drive." With that, he took to the sky, taking her with him. as they flew, Kara couldn't help but marvel at the blue skies, as well as the green land below, with not a _trace_ of crystal in sight. Within minutes, they had reached the Xavier Institute, her new home.

Somehow, she knew that Kal was right; she _would_ like it here.

XXXXXXXX

_Deep space_

Far beyond Earth's orbit, near the luminous rings of Saturn, all was quiet…save for the soft whirring of the spinning square crystal, as it glided through the black towards Earth, ejected from the vortex of the World-Gate with the Speeder and following its path, slowly but surely.

As the crystal spun, two images began to take shape in its facets. On one side of the crystal was the crest of a stylized 'Z,' with two lines through it, surrounded by a square diamond.

And on the other, there was a single dark eye, glaring out menacingly at the blue planet ahead, waiting to reach Earth…and freedom.

XXXXXXXX

_Author's Note:_

_WOOOOOOHOOOOO!! I did it! A FULL chapter in a little over three weeks! I actually pulled it off! I'm so proud!_

_On a side note, for those of you who've asked, (and you know who you are lol) I am happy to announce that I have finally begun work on "Crusade." In addition, I've also started a companion-piece to Crusade, which I plan on calling "The Smallville Chronicles," which will detail the young Man of Steel's life before he departs Smallville to become the hero we all know and love._

_Unfortunately, it's still going to be a while before I start posting either one; I guess you'll all have to make do with Last Son. Lol Thanks for your patience! Enjoy!_

_Coming Soon:_

_As her powers start fritzing out, Rogue finds her very identity threatened, while our heroes encounter another group of troubled youths._

_But when some old enemies return, who will these runaway souls turn to?_

_Can our heroes save the day __**and**__ their teammate's mind?_

_Find out, in "Lost and Found," coming to your computer soon…_


	24. Lost and Found

CHAPTER TWENTY-THREE: LOST AND FOUND

_Metropolis, March 15, 2009_

The wail of police-sirens cut the nightly silence that hung over Metropolis as a single shadow flitted into a back alley, ducking behind a dumpster as the blaring red-blue lights rushed by. Once the police-car was gone, the shadow stood back up, before running further into the alley, turning a corner, and then dashing towards an abandoned warehouse; stopping at the door, the shadow knocked three times, then twice, and then paused, before knocking four more times. At that signal, the door slid open just enough for him to duck under and roll inside, as the door slid back down.

"So, Alex, how'd it go?"

Turning towards the voice, 16-year-old Alex Wilder dropped the hood of the grey sweater covering his lean frame, revealing his short, spiky, wheat-gold hair, his glasses deflecting light away from his green eyes, as he pulled out his wallet from his jeans pocket; the wallet that was now stuffed with bills. "We're good to go, Arsenic; I've got the cash we need, and the transport-truck's on its way."

Sitting next to the artificially-created female _Deinonychus_ dinosaur her parents had created, 15-year-old Arsenic pushed her glasses further up on her nose, straightening out her mid-length, auburn bangs, before brushing the dust off her green t-shirt and jeans. "This guy won't freak out about Lacey?"

Alex chuckled. "In _this_ day and age? He probably won't even _notice!_" he quipped, before glancing to their resident spell-caster. "But it'll be better to take precautions, right, Grimm?"

Sitting in the dim light, reading one of the spell-tomes she'd lifted from her parents, her wooden Staff of One resting on her shoulder, 16-year-old Sister Grimm brushed her ponytail-bound ebony hair out of her smoky eyes, smoothing out her black tank-top and black-and-pink pleated skirt. "I'm not making any promises, Alex. Some of these cloaking spells are pretty hard, and I've already used most of them with the Staff; we don't have too many options left with it."

Alex smiled. "You'll do fine, Grimm; I know it." At that, Sister Grimm lightly smiled, turning her head to hide her faint blush.

In another corner, 16-year-old Talkback, fairly tall, and lean, was idly taking out the numerous high-tech gadgets he'd swiped from his folks from the pockets of the trenchcoat he wore over his blue t-shirt and jeans, scratching his light brown hair as his brown eyes puzzled over some of them – he still hadn't figured out how they all worked, yet – before he glanced towards Alex. "Hey, Wilder, instead of running, all the time, why don't we try beating this murder-rap our jackass folks pinned on us?"

Alex frowned. "And how do you suggest we do that, Talkback?"

"I don't know! Can't you just hack into their computers, or something?" Talkback asked. "You can do it with ATMs!"

"I _tried_ hacking our folks' systems, once, remember?" Alex asked. "Their database is too well-guarded; like it or not, right now, all we can do is run."

In the back of the warehouse, the last two members of their little band, Bruiser and Lucy in the Sky, were idly working out. Bruiser, 16, was tall for her age, and of average build, which belied the mutant super-strength that was letting her bench-press an industrial concrete divider, with lightly tanned skin, and long brown hair tipped with mauve highlights, clad in a violet long-sleeved t-shirt and brown slacks; above her head, near the rafters, Lucy, 17, tall, light-blond, and of athletic frame, clad in blue jeans and a white tank-top, was using her alien power of flight to grasp the rafters to perform mid-air gymnastics.

Putting the divider down, Bruiser looked towards the others. "So, what's the plan now, Alex? Where are we going?"

Dropping down to the ground, Lucy smiled slyly. "What about Bayville?" she suggested. "We can catch the concert that's playing, tomorrow night, and be gone before anyone knows we were there."

Talkback rolled his eyes. "You're just saying that 'cause Alison Blaire's one of the performers."

Lucy arched an eyebrow. "Your point being?" she asked. "You've _seen_ her, right?"

Talkback shrugged. "Lady makes a darn good point."

Lucy chuckled…before she froze. "Someone's coming!"

Alex's response was automatic. "_Hide!!_" Instantly, the entire group darted behind the numerous crates littering the warehouse, seconds before something _lifted up_ the cargo-door…

"Look, I know you're all in here, so you can come on out; I'm not going to hurt you."

Peeking around the corner of his crate, Alex spotted a tall, well-built African-American man, around 20, clad in black pants and a silver sweater, with the hood up over his head. Glancing towards the others, Alex grimaced as he saw Arsenic's nervous expression, both from being found and from Old Lace's low snarling. "It's okay, Arsenic," he whispered. "We're gonna get out of this…"

"You don't need to hide!" the guy called. "I'm not with the cops, okay?"

Waving to the others to stay down, Alex stood up. "Who are you?"

"Vic Stone," the guy answered. "I'm a private investigator…"

Alex's eyes narrowed. "So you _are_ working for the cops."

Vic glared back at him. "No, _Alex_, I'm _not,_" he snapped. "I happen to think that this murder charge you and your pals got slapped with is a load of _crap_, and I want you to help me _prove_ it…but I can't do that unless you come with me…"

"You _can't_ help us," Alex muttered. "_Nobody_ can."

Vic looked grim. "Look, I don't know what it is you're hiding, but I _know_ my friends can help you," he said gently. "I'm just asking for a chance, that's all…"

"Oh, could you _get_ any cheesier?"

Vic's plea was cut off as a silver-haired young man, clad in a silver-and-green uniform, darted into the warehouse at dizzying speeds. "Get lost, gumshoe. We'll take it from here."

Alex's eyes went wide as two other figures followed the speedster into the warehouse: a tall, muscled, feral-looking man in a trenchcoat, and a crazy-looking, red-haired young man in a red uniform, with lighters clipped to his wrists. "Alex, right?" the speedster asked. "A word of advice; if you want your problems to go away, _we're_ the ones you need to talk to."

The burly guy grinned savagely. "Quit wastin' time talkin' to 'em, Maximoff; we're just supposed to get 'em back to the boss…"

"Don't even _try_ it, Shaggy," Vic snapped, pulling back his right sleeve, revealing his cybernetic arm, which had morphed into a cannon of some sort. "I suggest you turn around and head _home._"

The speedster's eyes narrowed. "Look, pal, do you have _any_ idea who you're messing with?"

"Oh, I _know_ who I'm messing with, _Pietro._"

The red-clad guy grinned savagely. "Fine with us, mate!" With that, he snapped on his lighters, sending a wave of flame at Vic.

With surprising agility, Vic leapt and rolled to the side, evading the flame and coming back up on his feet, firing a wall of sonic force at the flame-wielder, sending him flying. Spotting the feral guy charging at him, Vic tried to turn and blast him, but he was too fast; grabbing him by the shoulders, the feral guy slammed Vic into a wall, before pulling his clawed hands back to slash at him, but Vic managed to duck, kicking his opponent away. "Alex, _run!!_" Vic shouted. "Take your pals and get out of here!"

Alex didn't need any more convincing. "Runaways, _move!!_" At once, he and his friends all made a break for the exit; seing them flee, the speedster and the flame-guy started to chase them. Vic managed to paste the flame-guy with his arm-cannon, but the speedster – Pietro – was too fast…

Alex looked to Sister Grimm. "Grimm, _wall!!_"

Nodding, Sister Grimm took a firm hold of her staff, and recalled a simple barrier spell from her memory. "_Lithrio barra instantia!!_" The Staff instantly started to glow, twisting her words into reality and casting them at their pursuer; in seconds, a massive wall of earth shot up behind them, blocking Pietro's path and causing him to crash, allowing them to escape.

Miraculously, as they emerged from the warehouse, the transport-truck was just pulling up; quickly, the others hurried into the cargo-hold, while Alex paid the driver. "Here's the fee, and an extra 10 percent for keeping quiet, okay?"

Half-glancing to the back, the driver's eyes lightly widened…before he nodded. "Where to?"

"Bayville," Alex said. "And could you step on it?"

"Sure." With that, Alex darted to the back of the truck, hopping in and shutting the door, as the truck started to move. In seconds, they were on their way, leaving Metropolis – and their pursuers – far behind.

For now, at least.

XXXXXXXX

_Xavier Institute_

The Institute was silent as night fell over it; with most of its inhabitants asleep, practically no-one was walking its halls…which suited Rogue just fine.

Clad in her black track-pants and dark violet tank-top, a restless Rogue, unable to sleep, had headed to the gym on the main floor, where she proceeded to work out for the next hour; by the time she'd gotten to her kenpo-style cardio routines, she was starting to feel her excess energy start to fade. '_Finally,_' she thought. '_Maybe now I can get some sleep._'

She just hoped she wouldn't have the dream, again…

"I thought I sensed somebody, down here."

Pausing, Rogue turned towards the door, and saw K'imm standing there, in her semi-human form, clad in her blue tank-top and blue pyjama pants. "K'imm? What're you doing up?"

K'imm chuckled. "I should be asking _you_ that."

Rogue shrugged. "Ah just couldn't sleep, that's all."

To her relief, K'imm didn't pry. "Okay," she said. "Just don't stay up _too_ late, alright?" With that, she turned to…but stopped. "Hey, can I ask you a question?"

"Shoot."

K'imm took a deep breath. "Do you think there's something between my Dad and your mom?"

Rogue blinked…and then she chuckled. "You've noticed too, huh?"

K'imm nodded. "At first, I thought I was imagining things, but they do act differently around each other."

"Ah'll say; mah Mama's usually all tough-love, but the second yer dad's around, she starts to hesitate," Rogue said. "Plus, Ah've _neva_ seen her smile as much as she does around him."

"Same with my Dad," K'imm agreed. "To be honest, it's a bit creepy." Her expression turned apologetic. "N-Not that I think your mom is creepy; it's just tough to think of my Dad with _anyone…_"

"Oh, Ah _hear_ ya," Rogue said. "When Ah first heard that mah Mom had been with _Sabretooth_, before…" She shuddered. "Do ya think they're seein' each other?"

K'imm shook her head. "I don't think so," she replied. "When they're near each other, my Dad's joy flickers a bit, but it doesn't spike _nearly_ as much as it did when he and my Mom were near each other. If they _do_ like each other, they haven't talked about it, yet."

"I guess," Rogue agreed, before she yawned. "Look, I'm done, here, so you can just head back, okay?"

"Okay," K'imm agreed. "See you in the morning."

Rogue snorted. "Yeah, _early_ in the morning." With that, K'imm turned, and headed back to her room, while Rogue put away the gear she'd been using, and then started to leave…

"_N-No, Mama! I swear, I didn't do anything..!"_

_The little violet-furred girl was cowering in the corner, while an older woman – her mother – towered over her, holding a ruler. "Girl, I did __**not**__ raise any demons in this house," she thundered, "and if I have to beat the wickedness out of you..!" She raised the ruler…_

"_Mama, NO!!!"_

Rogue's eyes went wide as she jerked her head, causing the vision to leave her…though the phantom-pain of the strike lingered.

'_Oh, God…they're coming when I'm AWAKE, now!_'

That thought sent chills down her spine; for the past week, or so, she'd been having very vivid dreams – some pleasant, some horrible – where she _knew_ she was someone else. That last one had _clearly_ been about the Hellion, Catseye.

They _weren't_ dreams; they were _memories._

Managing to catch her breath, Rogue steadied herself. '_I'll just talk to the Professor, tomorrow; no big deal._' Calm again, Rogue headed out of the gym, and returned to her room, changing out of her exercise-clothes and into her pyjamas, before getting into bed and closing her eyes…

…while praying that her dreams wouldn't be about anyone _else._

XXXXXXXX

_Undisclosed location_

Within the secret chamber that they used for their annual ritual, the twelve members of the Pride, clad in their dark robes, stood by as their leader spoke on his phone. "…thank you, officer. Please contact us when you know more. Good-bye." With that, he hung up. "It would appear that our errant children have eluded the authorities, once more."

One member scowled. "Why are we leaving things in _their_ hands? Those brats _know_ too much!" she snapped. "The longer they're out there, the greater the chance they could talk! It's only by a _miracle_ that they haven't tried to contact that Kryptonian's 'Justice League,' already! We need to handle this _ourselves..!_"

"If we get involved, then the League _will_ come down on our heads," another Pridesman said. "We're too close, now! This will be the final offering; one more sacrifice, and immortality is ours!"

"Then we'd best stop wasting time and get organized!" another exclaimed. "The first thing we have to do is find a sacrifice, so we'd better do that before anyone catches on..!"

"I'm afraid it's not that simple," their leader stated. "The masters will be crossing to our world, this time, so the rules are different; the previous sacrifices have given them the strength to gain a toe-hold on this world, but only a truly _powerful_ offering will give them mastery over the Earth."

One Pridesman groaned. "And exactly _how_ are we supposed to find an offering like that?"

"Perhaps _I_ can help."

Instantly, the entire Pride turned towards the owner of that voice, finding a black-clad, pale-skinned man standing there, casually leaning against a column. "Oh, I hope you didn't mind; I let myself in."

Their leader's eyes narrowed. "There are those who have been _killed_ for less."

The pale man chuckled. "For that, I'd have to be your enemy…and I'm _not,_" he said. "If anything, right now, I'm your best friend…for, you see, I can help you _get_ that sacrifice you need."

The first Pridesman was livid. "What do you know?!"

"Enough," the stranger replied.

The rest of the Pride had started to close on him, but their leader raised his hand, stopping them. "Suppose we agree," he said, "what would you want in return?"

"Oh, nothing major," the stranger answered. "You'll be helping me get what _I_ want, and I'll be helping you get what _you_ want. That sounds fair, doesn't it?"

"I suppose," the leader agreed. "Still, it doesn't explain how you found us. Who _are_ you?"

The stranger smiled a toothy grin. "My name, Mr. Wilder, is Nathanial Essex," he said, "but you can just call me…_Sinister._"

XXXXXXXX

_Bayville High_

As the last bell of the day rang out, the entire student body of Bayville High rushed into the halls, glad to be free of class, especially today.

It was the last day before Spring Break.

Cheerfully whistling to himself, Todd headed to his locker, gathering his stuff before heading home; _nothing_ could wreck his good mood. '_First I head home to enjoy a few hours of sweet freedom, and then it's off to that concert with Snookums!_' he mentally exclaimed. '_It's official: life is sweet..!_'

"Well, _someone's_ happy!"

Looking up, Todd spotted several of the Institute kids – Scott, Jean, Kurt, Amanda, and Alison – as they walked by, likely heading back home, like he was. "I thought Professor X said no telepathy on school grounds," Todd quipped.

Jean laughed. "Who said anything about reading minds? It's all over your face!"

Todd shrugged. "Point taken."

Amanda smiled. "Psyched for your date with Wanda?"

Todd couldn't help the goofy grin that crossed his face. "Oh, yeah."

Scott chuckled. "Well, you definitely picked the right thing to take her to."

Kurt nodded. "I'll say; Ali convinced most of her old crowd to participate!"

Alison shrugged. "Hey, it's for charity, right?" she said. "Between Aunt Bridget's wheeling-and-dealing, and me and Lila guilt-tripping our old crowd in Hollywood, I'd say we did okay."

Amanda giggled. "Judging from all the e-mail you got, I'd say you did more than 'okay'!"

Alison's smile faltered a bit at that. "I could've done without the few 'stalker-mom' e-mails, though."

Todd blinked. "Huh?"

Alison sighed. "Over the past few weeks, I've occasionally gotten e-mails from someone _claiming_ to be my mother," she admitted, "but to be honest, I'm pretty sure it's just a scam; it's probably some con-artist trying to swindle me."

Scott chuckled. "Price of fame, I guess."

Glancing to his watch, Todd finished gathering his stuff. "Sorry, guys, but I'd better get going; Freddy wanted to drop by Burger King on the way back, and you _know_ he'll have a heart-attack if he doesn't get there, soon!"

"Vell, ve vouldn't vant _zat_ to happen!" Kurt laughed. "I guess ve'll see you guys later, zhen?"

"Yep!" Todd agreed. "See ya!" With that, he headed off.

As he emerged from the school, Todd found Fred waiting for him at the bus-stop. "So, Fred, you headin' to that concert, tonight?"

Fred shrugged. "I don't know; I'm not exactly 'crowd-friendly'."

"Aw, come on, man; if _I_ can get a date to something like this..!"

A familiar voice cut him off. "_You've_ got a date, Toad? Now I've heard _everything!_"

Both Todd and Fred froze at that sound, before they slowly turned around, to find none other than their former teammate standing behind them, casually leaning against a lamp-post. Quicksilver smiled that sly smile of his. "Hey, guys! Long time, no see!"

Todd frowned. "What're you doin' here, Maximoff?"

Quicksilver looked hurt. "What? I can't stop by to check up on my old pals?"

Fred snorted. "Last we heard, Pietro, we _weren't_ your friends, anymore."

To their surprise, Pietro had the good sense to look embarrassed. "Uh…yeah, about that," he began. "I admit, at the time, my mouth may have gotten ahead of my brain…"

Todd chuckled dryly. "And this is supposed to surprise us?"

Quicksilver sighed. "Look, I guess what I'm trying to say is…I'm…I'm…_sorry._"

Fred's eyes widened. "Seriously?" he asked.

Todd's frown returned. "Okay, Maximoff, _spill_: what's the scam?"

"What?" Pietro asked. "Can't a guy admit he was wrong?" He smiled sheepishly. "I just…need a little help, that's all…"

"I _knew_ it," Todd muttered. "Look, Pietro, like we said before: we're _done_ jumpin' through hoops for yer old man…"

"Dad doesn't know I'm here."

Quicksilver's admission stopped them both. "Magneto has no idea that I'm talking to you; as far as he knows, I'm scouting out Bayville for our target."

Fred frowned. "So he's up to his old tricks, again, huh?"

"_No_, Fred! Swear to God, it's _nothing_ like last time!" Pietro cried. "I just figured we needed help, and…I didn't know who else to ask." He lowered his gaze. "Please, guys…do an old pal a favor?"

Todd and Fred just looked at each other…before Todd sighed, looking back to Pietro; he _knew_ he was gonna regret this. "We're listening…"

XXXXXXXX

_Xavier Institute_

'_Okay…I can do this,_' Kara thought to herself. '_I can do this…_'

Currently, she was standing in the middle of the Institute's "Danger Room" – the facility that the other students used to hone their abilities – while she waited for her training-session to begin, clad in the same silver bodysuit that she'd worn the day Kal and the others had rescued her.

After she had "enrolled" here, Kal had explained to her that practically all of the Institute's students possessed a genetic irregularity that classified them as "mutants." She had often heard her father speak of the emergence of their people's abilities; he'd hypothesized that it had likely been gradual, that the earliest of their people able to absorb solar energy had likely been considered outcasts, or "freaks."

And now it was happening on Earth.

If her father had lived, Kara _knew_ that, if Uncle Jor-El had mentioned it to him, he'd have been on the next Contactor expedition to Earth.

"_Okay, Flygirl,_" came the gruff voice of Logan, one of the instructors, "_you've seen enough people do this to know what to do; just try not to wreck the place._"

Kara frowned, as she glanced up at the control-chamber. "My _name_ is _Kara!_"

"_You'll work your way up to that eventually._"

Her eyes narrowing, Kara was about to fire back a retort, but her cousin's voice stopped her. "_Just ignore him, Kara: Logan's just being Logan,_" Kal said. "_Just do your best; we know you'll do great._" At those words, Kara couldn't help but smile…until the mechanized voice droned out its warning.

"_Commencing simulation._"

The very second she heard that, Kara was forced to throw herself clear as a massive laser-cannon popped up out of the floor, opening fire at her. Her eyes narrowing, Kara raced towards the cannon at super-speed, ready to smash it to bits…only to propel herself _past_ it, to slam into the metal walls, leaving a Kara-sized crater. Her teeth clenching in frustration, Kara pulled her fist back and _slammed_ the ground, as she'd seen her cousin do; the sheer force of her blow sent a shockwave _rippling_ through the metal, collapsing the cannon from the inside-out.

Unfortunately, the shockwave _also_ knocked Kara off her feet.

Groaning, Kara picked herself up…seconds before the floor beneath her flipped up, tossing her through the air, to land right in the path of numerous robotic drones. As the drones peppered her with their lasers, Kara ignored the tingling their blasts left as they impacted her skin, and took a deep breath, before unleashing a gale-force burst of wind, which blew away every single drone…and also sent _her_ flying through the air, to crash into the wall once more. Getting up, Kara's eyes narrowed in frustration as she saw dozens more drones closing on her; in seconds, her eyes started to glow, before her eye-rays, fuelled by her anger, ignited themselves, unleashing a wave of nova-hot energy that incinerated the drones and seared ten inches of metal off the Danger Room walls. '_Oh, no…have to calm down…have to calm down…_'

After several seconds, Kara managed to calm herself enough to cause her eye-rays to shut off…until a basketball-sized metal globe slammed into her torso, knocking her off her feet. Standing back up, Kara glared at the three sphere-launchers that had risen from the floor, before she shut her eyes concentrating; she needed to _fly_ to evade their shots. '_Okay…light as a feather…light as a feather…come on..!_'

It was no use – her feet remained on the ground.

With a cry of furious dismay, Kara lashed out at the three metal spheres flying towards her, bashing them away with her fists; one smashed into one of the launchers, one crashed into the wall…and the last one tore through the window of the control-chamber.

As Kara's hands flew to her mouth, covering her horrified expression, Kal, Logan, the Martian, J'onn, and Mystique all peered out. "Okay, I'm calling it," Logan groused. "Game's over, Flygirl."

Mystique looked stricken, as she glanced to Kal. "To be honest, I never really _believed_ that you could have wrecked the Danger Room, the first time you were here," she confessed. "_Now_ I _do._"

Kal smiled sheepishly. "Hey, she'll catch on…"

"Maybe," Logan muttered, "but I don't know if our insurance can take her learning curve."

As the Danger Room powered down, Kara lowered her gaze in utter dismay. Sensing her embarrassment, J'onn smiled gently. "Perhaps that's enough for today, Kara; you can always try again, tomorrow," he said. "Right now, I'm sure you want to get ready for the concert, tonight…"

"Why? So I can make a mess of _that_, too?" Kara asked bitterly. '_Not even __**Rao**__ could make me go to that; not after this!_' She turned to go.

Kal's expression turned sad. "Kara…"

Quickening her pace, Kara headed to the elevator, before walking out of the Danger Room altogether, keeping her gaze low to hide the tears of embarrassment she'd been holding back. She was _never_ going to get the hang of these…_abilities._

She was _never_ going to fit in on Earth.

XXXXXXXX

After Kara's session had ended, J'onn had accompanied Raven out of the Danger Room level, walking with her through the main floor. "Well…that was interesting," Raven commented.

J'onn nodded. "Kara was quite upset," he noted.

"I can imagine," Raven agreed. "Adapting to life on Earth must be quite a shock for her."

J'onn smiled wryly. "I know the feeling."

Raven softly chuckled. "Perhaps it _is_ a good idea for Kara to attend tonight's concert, then; it should help her get acclimatized," she replied. "Besides, knowing most of the others, I doubt they'll give her a _choice._" Her tone turned somewhat shy. "To be honest…I was thinking of going, myself."

J'onn arched an eyebrow. "Oh?"

Raven's expression turned slightly embarrassed. "Well…Rogue's been having trouble, lately; she won't say what, so I had hoped to talk to her there."

J'onn nodded. "That sounds like a plan."

Raven's golden eyes met his. "What about you?" she asked. "Any plans?"

J'onn's expression turned regretful. "I am afraid that I have Monitor-duty."

Raven's expression collapsed. "Oh."

Sensing her disappointment, J'onn quickly added, "It's only for several hours; I'm sure that…" Suddenly, he froze in mid-sentence, his eyes going wide as _something_ brushed against his mind.

"J'onn?" Raven asked. "What's wrong?"

J'onn almost didn't hear her, as his mind reached out, searching for the invasive presence…but he was grasping at the mind; whoever or whatever it was had sensed him and retreated. "Someone just tried to telepathically breach the Institute," he said.

Raven's eyes went wide. "Who?"

"I don't know, but they were skilled enough to completely evade Charles' detection; I almost missed it, myself."

Raven looked stricken. "Did they discover anything..?"

"I doubt it; the presence I sensed did not feel like it had accomplished anything when it fled," J'onn answered. "Furthermore, this presence did not feel like it was trying to extract any information; it was trying to _implant_ something."

Raven went pale. "What could it have tried to implant?" At that, J'onn's face paled, his answer clearly unnerving _him_ just as much as her.

"I don't know."

XXXXXXXX

_A few minutes earlier_

After Kara's session had ended, Clark had promptly returned to his room, changing out of his uniform and into his work-clothes; he and Chloe had been assigned to cover the concert, tonight, and if Alison was right, they were in for quite the scoop…

Suddenly, his cell-phone started to ring, prompting Clark to answer it. "Hello?"

"_Hey, Smallville._"

Hearing his friend's voice, Clark smiled. "Hey, Vic! How's the P.I. business?"

"_Oh, pretty good; can't complain,_" Vic answered. "_I hear Dorky's put together a nice little shindig, tonight._"

Clark's smile turned wry. "From what I've heard, Vic, Ali's done a pretty good job of convincing most of her old crowd to volunteer their time," he replied.

"_I know, I know,_" Vic relented, before his tone turned serious. "_Listen, man, I wish I could say this was a social call, but I kinda need your help._"

Clark was instantly all business. "What's wrong?"

"_It's this case I've been working,_" Vic answered. "_You remember hearing about this group of runaway kids that allegedly murdered another teenage girl, several months ago?_"

Clark grimaced; he _had_ heard about the grisly, almost ritualistic nature of the murder. "Rings a bell."

"_Yeah, well, that's who I've been tailing,_" Vic said. "_The thing is, I've gone over the evidence, and I'm thinking that this charge is bogus._"

"You think they've been framed?"

"_Could be,_" Vic answered. "_Last night, I almost managed to talk to them…until your old pals Maximoff, Allerdyce, and Creed crashed the party._"

Clark's eyes went wide. "The Acolytes are active?" he asked. "What could they want?"

"_Beats me; all I know is that those kids are dead-center of this whole thing,_" Vic said. "_They high-tailed it out of there before I could talk to 'em, but I'm pretty sure they're headed your way, and I think we can both guess where they're headed next._"

"The concert," Clark finished.

"_Bingo._"

Clark's expression turned firm. "We'll look into it, Vic; you can send the information to the Tower, and we'll review it."

"_Thanks, man; I'm a couple hours out, so I'll see you guys at the concert._"

"We'll keep our eyes open, Vic," Clark answered. "Take care."

"_Likewise, Smallville; see you!_"

After Vic had hung up, Clark switched off his phone, before stepping out into the hall, where he happened to find a slightly-distraught-looking Rogue. "You okay, Stripes?"

"Ugh…yeah, Ah'm fahne," Rogue muttered. "Just…headache."

"Ouch," Clark said. "You've been having a few of those recently, haven't you?"

Rogue's expression fell into her usual semi-frown. "So things have been noisier than usual," she replied. "_Tell_ meh ya haven't noticed it, Wonder-Boy."

Clark chuckled. "Point taken," he conceded, "but if this is really bothering you, Rogue, you should tell the Professor…"

Rogue rolled her eyes. "Ah said Ah'm _fahne_, Wonder-Boy!" she snapped. "_Gawd,_ not everything has ta be an emergency with you!" With that, she turned, and walked off.

"Everything okay?"

Glancing over his shoulder, Clark spotted Alison standing behind him. "Yeah, I think so," he replied. "Rogue just had a headache, that's all."

Alison looked concerned. "_Another_ one?"

Clark shrugged. "She says she's fine, so unless it becomes a problem, we'll have to take her word for it." His expression turned grave. "I'm afraid we do have another problem. I just got a call from Vic – one of his cases is heading right to our doorstep."

"Anything we should be on the lookout for, tonight?"

Clark managed a slight smile; his _taushi_ had practically read his mind. "Vic's been tracking a group of runaways accused of a murder, but he has reason to believe that they've been framed," he said. "He's certain that they're on their way here; specifically, that they're heading to the concert…"

"…so it just became a stake-out," Alison finished, sighing. "Ever notice how most of our attempts at social activities end up as missions?"

Clark laughed. "All the time, _taushi_; all the time." His expression turned worried. "Have you gotten any more e-mails from..?"

"…my mom-stalker?" Alison finished with a frown. "A couple."

"Do you think that they could be for real?"

Alison folded her arms. "_Tausha,_ I'm hardly the first star to get e-mails like this; ninety-nine times out of a hundred, they're just scams – sleazeballs looking for money," she said. "And even _if_ they were real…I'm not too sure I'd reply _anyway._"

Clark frowned sadly. "Ali…"

"My Dad and I may have argued about it," Alison said firmly, "but we always _did_ agree on one thing about my Mom's leaving us: there was absolutely _no_ excuse for her up and walking out. She left without a _word_, Kal – not even a note, or so much as a good-bye." She looked away, closing her eyes. "I needed her as a little girl; I _don't_ need her, anymore."

Clark sighed. "I'm not going to try and talk you into anything, Ali," he said. "I just hope that, whatever you decide, it makes you happy."

Alison nodded, before she quickly changed the subject. "So what's the plan for tonight?"

"Vic's sending the relevant files to the Watchtower; we'll have them within the hour," Clark answered. "Once we know more, we can put together a more detailed plan; for now, we'll run a standard patrol of the concert grounds; as soon as we spot them, Vic and whoever's closest will approach them, while the others cover the exits. Hopefully, we won't spook 'em, but we'll still need to be careful."

"Sounds simple enough," Alison observed. "What's the catch?"

Clark sighed. "The catch, Ali, is that some of our old friends might be paying us a visit…"

XXXXXXXX

_Bayville Concert Hall_

"Okay, I just want it on record that this is a _majorly_ bad idea."

By the time Alex and his friends had walked into the concert-hall, the hall was filled to the brim with fans, eager for the concert to begin; after arriving in Bayville in the early morning, they had discreetly rented a hotel room for the day, and kept out of sight, while Alex had made the arrangements for them to bail on this concert as soon as it was over.

They hadn't made it this far by taking risks…and now they were taking a _big_ one.

"I hear you, Grimm; _believe_ me, I do," Alex agreed. Glancing to Lucy and Talkback, his expression turned stern. "One hour guys; after that, we're _gone._"

Talkback rolled his eyes. "Yes, mother."

Despite the possibility of getting caught, Lucy was in high spirits. "Will you guys _relax?_" she said. "We _finally_ get to do something _normal_, for a change!"

Alex sighed. "Famous last words, Luce; famous last words."

Grimm looked stricken. "I still don't like the idea of leaving Arsenic and Old Lace to wait in that alley…"

"You'd rather have a live _dinosaur_ rampaging through the hall?" Talkback asked. "Oh, yeah; _real_ subtle."

Alex fixed his friend with a slight glare, before glancing to Sister Grimm. "She'll be fine, Grimm; Bruiser's with her, remember?" he asked. "After a half-hour, two of us will head out, and give our tickets to Arsenic and Bruiser, so they can head in while the other two watch Lace."

Lucy frowned. "Well, unless Alison's performance is in that half-hour, it _won't_ be me."

Talkback shook his head. "_Jeez_, Luce, obsessed much?" he said. "You don't even know if she plays for your team…"

"A girl can dream, can't she?"

"Okay, guys, _enough,_" Alex said quickly. "Let's just get in there, have a nice time _without_ causing any trouble, and get out, like always. Got it?"

The others all nodded. "Good," Alex finished. "Let's go." With that, they all walked into the crowd, waiting for the concert to start, as Alex fought back his unease.

Part of him hoped that this would be a nice little distraction from their insane lives…

…but his common sense couldn't help but feel that they had made a _huge_ mistake…

XXXXXXXX

The chatter of the innumerable concert-goers was nearly deafening as Clark, in his reporter persona, walked into the concert-hall, followed by Chloe. "Wow," he said aloud. "Quite the crowd, isn't there?"

Smiling, Chloe nodded. "I guess Alison really knows how to pull in a crowd, doesn't she?" she replied. "Listen, I'm going to see if I can head backstage and get a few statements, okay?"

"Sure," Clark agreed. "I'll just hang back and take statements from the crowd."

Chloe's smile turned sly. "You _sure_ you don't want me to mention to Alison that you're here?"

Clark gulped. "I'm positive, Chloe."

Chloe rolled her eyes. "Fine, fine; don't say I didn't try," she muttered. "See you in a few!" With that, she walked off, while Clark continued to move through the crowd.

After walking for a few minutes and taking a few statements, Clark finally located his true quarry; quietly walking up behind him, Clark spoke. "Any luck?"

Turning around, Victor allowed the hood of his sweater to inch back enough to show the glint of his artificial eye. "Nada, man; I haven't seen hide nor hair of those kids," he reported. "You?"

"Same here," Clark said. "J'onn's covering things from the crowd with Scott, Jean, Rogue, Remy, Kara, and Wanda, Ali and Lila are keeping an eye out from the stage, and Hawkgirl, Green Lantern, and Wonder Woman are on stand-by outside keeping an eye out for any 'uninvited guests'."

"Good to hear," Vic replied. "We just need to remember not to spook 'em; these kids are _very_ good at disappearing fast, Smallville. If anything scares them, they'll be out of here in less time than it takes a chili-dog to go through Wally."

Clark grimaced. "Didn't really need to hear that, Vic."

"Sorry."

Looking around, Clark sighed. "I'd better get going; if Chloe sees me talking to you, she's gonna know something's up."

"Wait, _Snoopy's_ here?" Vic groaned. "Oh, that's just _great_."

"_Tell_ me about it," Clark muttered. "It's getting tougher and tougher to find excuses to 'disappear' when trouble pops up."

"You'd better be careful, Smallville; one slip-up and she'll be on your trail like a bloodhound."

"Don't remind me," Clark said. "I'd better go."

"No problem, man…hold it." Vic was instantly all business. "I see 'em; two o'clock."

Turning, Clark's eyes darted over the crowd…and saw what Victor had seen; it was them, all right – Alex Wilder, and three of his friends, aliases Sister Grimm, Talkback, and Lucy in the Sky. "I'll alert the others," he said. "If we move carefully, we can reach them without…"

His voice trailed off, as he spotted another familiar face. His eyes went wide. "Oh, no…"

XXXXXXXX

_A few minutes earlier_

As the first act started playing, the concert was in full swing; the entire hall was packed solid with fans, some casual, some devoted…and some outright fanatical, if their getup was any indication.

Among that crowd, Quicksilver hardly stood out at all.

Glancing amongst the crowd, Pietro suppressed a smirk. '_Brother; normal humans act like __**this**__, and WE'RE the freaks?_' Shaking his head, he returned to his task: trying to find the runaway kids he, 'Tooth, and Pyro had _almost_ cornered, last night.

It should have been a textbook nab; if _anything_, Pietro had expected Super-Dork and his Sucker-Squad to be the ones to mess it up, not some robo-cop-wannabe…which his old man hadn't been too happy about.

At the thought of his father, Quicksilver scowled; even after the Genosha incident, and his dad's subsequent decision to "behave," very little had changed in regard to their father-son dynamic…just like Super-Dork had predicted, though he'd be _damned_ before he let on about it…

Hearing his communicator beep, Quicksilver took it out, and saw the text-message – the only safe means of communicating with the Last Dork of Crap-Tun's ears on patrol – his father had sent. _Have you found them?_

Frowning, Pietro answered his old man's hail. _Negative; will continue search._

_Proceed swiftly. If Kal-El or Charles' students discover our involvement, this operation will be in extreme jeopardy._

Pietro rolled his eyes as he answered. _Understood. Quicksilver out._

As he ended the transmission, Pietro resumed his patrol of the crowd…and froze as he saw a familiar head of crimson-highlighted raven hair. '_Oh, crap! Wanda's here!_'

Taking a deep breath, Pietro forced himself to stay calm. Normally, the sight of his twin would have sent him running, but after their brief heart-to-heart at Christmas, they had gradually started to talk again via e-mail; now, he was at least reasonably sure that his sibling wouldn't hex-blast him on sight. The _problem_ was that, if _Wanda_ was here, the rest of the Institute kids likely weren't far behind…

But all that went _straight_ out the window as he saw who she was with. '_WHAT THE..?!_' At what he saw, Pietro was inevitably drawn forward, more from incredulity than anything else; he _had_ to see what the heck his sister was doing..!

XXXXXXXX

"How did I let all of you talk me into this?"

As Scott, Jean, Rogue, Remy, Kara, and Wanda walked into the concert hall, Kara's inquiry caught them by surprise. "We need your eyes, Kara," Scott reasoned. "If these kids are as prone to running away as we think, we'll need to spot them _fast._"

Kara's expression was still dismayed. "And _what_ makes you think I can _work_ that ability?" she asked. "I haven't had much luck with any of the _others_, yet!"

"Y' know what dey say, _petite_: practice makes perfect, _non?_" Remy said.

Jean's expression was worried. "We'll also need to watch out for Magneto and the Acolytes," she added. "Vic said that he encountered them, yesterday; they may still be after them."

Rogue scowled. "Ah still don't get it; didn't the Professor say that Bucket-Head was gonna _behave?_"

"And you _believed_ him?" Wanda muttered. "I'm surprised that he hasn't tried anything _before_ now."

"Whether Magneto is here or not, our first priority is finding these runaways," Scott said. "If Vic is wrong about them, they could be dangerous."

Jean nodded. "If any of you spot them, contact the rest of us before trying anything." With that, their little band promptly split up, to commence their search.

After several minutes of searching, Rogue was almost ready to call it quits. '_It's like lookin' for a needle in a haystack,_' she thought with a scowl, which grew as her headache started to come back. '_Like I don't have enough to worry about…_'

Her train of thought was suddenly cut off, as images started to flash through her mind.

_A burning airplane…her and her brother jumping out…_

_Falling through the floor…_

_Her father taking the strap to her for not getting along with her bratty step-brother…_

Rogue's hands flew to her head as she suppressed a cry. '_Oh, God…they're getting worse!!_' she mentally wailed. '_Come on…go away..!_'

"Y' okay, _chere?_"

Remy's voice brought Rogue out of her visions as she turned to face Remy, whose crimson eyes were crinkled with worry. "Huh?" she began. "Oh, sure, Ah'm fahne."

"Didn' look dat way t' Remy, _chere,_" Remy countered. "Anyt'ing botherin' y'?"

"Ah said Ah'm _fahne,_ Remy," Rogue snapped. "Ah just had a little headache. That's _it._"

Remy still looked worried, but he gradually nodded. "Okay, _chere_; if y' say so," he relented. "If y' change y' mind, just come find Remy, okay?"

Calming herself, Rogue managed to faintly smile at her boyfriend. "Okay." With that, Remy headed off, allowing Rogue to resume her own search.

She felt bad for snapping at Remy, she reflected; it wasn't _his_ fault that her powers were acting up – which was the only explanation she had for her headaches. She just didn't want anyone finding out, because they would just freak out and get all bent out of shape over something that they likely couldn't do anything about, anyway…

"Penny for your thoughts, girl?"

At the sound of that familiar, British-accented voice, Rogue _froze._ '_No WAY…_' Slowly, she turned around…and saw none other than the black-violet-haired, tank-top-and-skirt clad form of her former best friend, last year. "_Mama??_" she whispered.

"Risty" just smiled, and gave her a conspiratorial wink. "What better way to keep an unsuspecting eye on a bunch of teenaged runaways than to blend in with the crowd?"

Rogue managed a smile. "Of course."

"Risty's" smile became a bit forced. "A more pressing matter, dear girl, is these 'headaches' you seem to be having…"

"Oh, Gawd, not you, _too!_" Rogue cried. "So Ah've had a couple of funky dreams! Big deal!"

"Risty" arched an eyebrow. "Dreams?"

Rogue sighed. "Ah don't think they're dreams, really," she finally admitted. "They're more lahke memories…from people Ah've drained."

"Risty's" eyes went wide. "Rogue…"

"Lahke Ah said, Ah'm _fahne!_" Rogue finished. "It's not lahke there's anything anybody can do about it!"

"Risty" didn't look convinced. "I'm sure Professor Xavier could…"

"Could _what?_" Rogue asked. "Bury them lahke he did with the Phoenix? That didn't work the _first_ tahme!" She sighed. "Lahke it or not, Ah'm just gonna have to _live_ with a few extra people in mah head."

"Risty" looked stricken at that, but as she happened to glance to the side, her eyes went wide. "I see them."

Following her gaze, Rogue saw them, as well; four of the runaways were standing just a few feet away. "You intercept 'em; Ah'll notify the others." Nodding, "Risty" slowly walked towards them, while Rogue took out her communicator, to contact the others…

…while trying to suppress yet _another_ headache…

XXXXXXXX

After several minutes of searching, Wanda had to admit it: this mission was quickly turning into a lost cause. She hadn't even seen anyone that even _looked_ like those kids, and even _more_ concert-goers were rapidly piling into the crowd…

"Hey, beautiful."

Wanda's eyes went wide with surprise, as she turned to spot Todd standing behind her, smiling his usual bashful grin. "_T-Todd?_"

Todd's grin faltered a bit. "I guess you forgot about our date, huh?" he asked quietly.

Todd's response made Wanda want to smack herself; she'd _completely_ forgotten. "Oh, _God_, Todd, I'm so sory!" she exclaimed. "It wasn't that I meant to forget…it's just that something came up so _fast_, and I never had time to tell you!" She sighed. "I guess I'd better start at the beginning." With that, she quickly gave Todd the Readers'-Digest-version of what had happened.

When she was done, Todd looked somewhat guilty. "I…I kinda have something to tell you, too, Wanda," he confessed. "Earlier today…me and Fred had a talk with Pietro."

Wanda's face reflexively darkened. "What?"

Todd's hands were instantly up in a placating gesture. "Easy, Wanda; he just wanted to talk to us, that's all."

Wanda frowned, folding her arms. "About what?"

Todd sighed. "About what _you_ guys are doing here, tonight."

"_Todd..!_"

"I know, I know!" Todd cried. "I didn't believe him, either, but…I don't think Pietro's up to no good, this time, Wanda."

"How can you be so sure?" Wanda snapped.

"Well, for one thing, he actually said he was _sorry._" Todd must have seen her incredulous expression, because he faintly grinned. "Yeah, that one knocked me for a loop, too!"

Wanda quickly recovered. "So you just went along with him for _one apology_, Todd?"

Todd frowned. "Hey, cut me _some_ slack, Snookums; I'm not _that_ dumb." He sighed. "Look, I know listening to him was probably a dumb idea, but…Pietro, Fred, plus you and Lance…you guys are the first friends I _ever_ had, y'know?" His gaze turned imploring. "What would _you_ have done?"

Wanda was silent at that.

Todd quickly took advantage of the silence. "Pietro said that all he and his old man wanted was to _talk_ to these kids, that's all," he finished. "Me and Fred said we'd go along _only_ if the three of us made the initial intercept _without_ Magneto; if we didn't like what we'd hear, we'd _walk._"

Slowly, Wanda nodded; Todd had actually played it pretty smart. "So…Fred's here, too?"

Todd nodded, smiling faintly. "You know him; one mention of a free buffet, and you can't _keep_ him away!" He softly gulped. "Are…are we okay?"

Wanda gently smiled. "Yeah, we're okay," she answered. Her expression turned somewhat stern, as she took his hand in hers. "Come on; I think we need to have a little _talk_ with my brother…"

"We certainly _do!_"

Startled, Wanda and Todd both turned to find an incredulous Quicksilver standing behind them. "Oh…uh…hey, Pietro," Todd said sheepishly.

Pietro was indignant. "Not a _word_ out of you, you…you…you…_sister-kisser!_" he snapped, before he turned to his twin. "Wanda, are you _serious?!_ You and _Toad?!_ _Ew, ew, EW!!_"

Wanda's eyes narrowed. "Who I choose to date, _brother_, is _none_ of your business," she spat. "Which brings me to our next point: _when_ were you going to tell me that Magneto was active, again? When we were minutes away from _facing_ him?!"

Pietro was taken aback. "Wanda…"

"What happened to wanting to 'start over,' Pietro?!" Wanda snapped. "Was _that_ a lie, too?!"

"No, Wanda, honest..!"

"Why should I believe you?!" Wanda hissed. "After today, why should I _ever_ believe you, again?!"

Pietro actually looked hurt, at that. "I _wasn't_ lying about that, Wanda," he said quietly, "and I wasn't lying about this mission, either; we just want to _talk_ to these kids. That's _it._"

Wanda wasn't buying it. "And when they say no?"

Pietro gulped. "Well…"

"Hey, guys."

At that, the three of them turned to find Fred, casually munching on a hot-dog, a nervous expression on his face. "Did I come at a bad time?"

Before either of them could answer, Pietro's communicator started to beep, prompting him to check it. "Oh, no…"

"That's from _him_, isn't it?" Wanda snapped.

Pietro nodded reluctantly. "He told me he'd agreed to let us make initial contact, but it turns out he had extra eyes in the crowd," he said softly.

"Sabretooth and Pyro," Wanda muttered.

Todd gulped. "Uh-oh."

"No kidding," Pietro agreed. "They're not waiting for us; they're going to make contact…"

Wanda's scowl grew. "_Still_ think he's trustworthy, Pietro?" she snapped. She didn't wait for a response. "Let's go." With that, she and Todd both headed after the runaways, followed by Fred and a reluctant Pietro.

XXXXXXXX

Glancing to his watch, Alex couldn't help but feel his unease start to grow. "Okay, it's almost been a half-hour; who's going to go get Arsenic and Bruiser?"

Lucy's attention was on the stage; specifically, on who had just stepped onto it. "Not me!" she cheered. "Alison and Lila just walked on! I think they're going to perform a duet!"

Grimm sighed. "I'll go."

Talkback grinned. "Like I'm gonna miss _this!_"

Alex rolled his eyes. "I guess I'm out, too."

By then, both Alison and Lila could be seen on stage, much to Lucy's delight. "O-Oh my God, I think…_I think Alison's looking at me!!_"

Alex just shook his head at that notion; he was about to tell Lucy that she was deluding herself…until his gaze fell on the stage.

Alison _had_ been looking at them; at that very moment, she had been looking straight at them, her hand pressed to her headset as she spoke into it, before switching it off…as if she had been relaying a message.

Alex's unease blossomed into a full-blown panic. "Grimm, Talkback, Luce, we're _leaving._ _Now._" His tone offered no room for argument. "We have to get out of here..!"

"Going somewhere?"

As soon as he heard that voice, Alex froze; slowly turning around, he spotted the big burly guy from the other night standing behind him, with the flame-wielder a few feet behind him. "Our employer would like to have a few words with you," he said, grinning savagely. "You runts gonna come quietly, this time?"

Talkback's eyes narrowed. "And if we _don't?_"

The flame-guy smiled wickedly. "Then this gets _ugly_, mate."

"This got ugly the _second_ you showed up, 'Tooth."

An electronic whine accompanied that voice, prompting Alex to glance behind the burly guy to spot the cyborg-guy – Vic – standing there, his bionic arm-cannon powered up and ready to shoot. Standing next to him were a few of the X-Men; Alex recognized the glasses-wearing guy, the red-haired telekinetic, the stripe-haired girl, and the red-eyed guy with the cards, along with a blond-haired girl that Alex didn't recognize. The shades-guy's hand went to his glasses. "I think it's time for you guys to _leave,_" he said.

"This don't concern you, Goggles," "Tooth" snapped. "We'll leave when we're good and ready."

"You wanna stay, Shaggy? Fine with us," Vic retorted. "I just figured that, since Big Blue's on the way, now might be a good time for you suckers to turn tail."

"Tooth's" eyes narrowed angrily. "If you think I'm gonna run from that _runt_, metal-head..!"

"_Whoa, whoa, WHOA!!_"

The growing argument was quickly defused as the silver-clad speedster, flanked by a red-black-haired girl, a gangly-looking guy, and a _really_ big guy, rushed up to them. "Look, everyone just _cool_ it, okay?" the speedster asked, before turning to the burly guy. "Creed, my dad _told_ you guys to let _me_ handle it, so _back off._"

"Tooth" just scowled. "I don't take orders from _you_, Maximoff," he sneered. "I'm sick of having to play nice; I get paid to get the job _done_, and that's exactly what I'm _gonna_ do."

The red-haired girl's eyes narrowed. "In case you didn't notice, you're outnumbered."

"Yeah, sheila?" the flame-wielder chortled. "Go right ahead; you do anything, an' half these wankers'll be up in flames faster than you can say 'G'day'!"

"Tooth" grinned savagely. "Right now, I suggest you runts get out of our way, before we…_URK!!_"

The burly guy had been so focused on talking trash, he hadn't even noticed Alex close on him, until he'd been close enough to kick him square in the _nards._ "_Runaways, MOVE!!_"

The instant Alex spoke, his three companions bolted towards the exit, following him towards freedom. Snarling, the flame-guy sent a surge of fire blazing after them, but the red-haired girl quickly blocked it with a wall of psychic force…which only served to send the crowd into an even _larger_ panic. They were nearly at the door when the burly guy burst through the crowd, lunging at them, but he was sent flying to the side with a double-blast from Vic's arm-cannon and Goggles' eye-rays, allowing Alex and his friends to make a break for it.

Within minutes, they had reached the alley where Arsenic, Bruiser, and Old Lace were hiding. "Guys, we've gotta go, _now!!_" Alex cried. "We're being tailed; they could be on us, any minute!" Their friends didn't need any more prodding than that; in seconds, the entire group was racing through the alleyways, making a bid for freedom. They had just emerged into a wider alley which led into the street; they were almost home free…

Suddenly, numerous sheets of metal fencing dropped out of the sky, barring their way, as a cloaked figure descended from above towards them; at first, Alex thought it might be Superman…until he caught sight of the figure's helmet.

The mutant terrorist known as Magneto hovered above them, his expression tranquil. "Please, children, do not attempt to flee; I merely wish to talk."

Alex wasn't buying it. "So did our _parents_," he snapped. "No thanks, Bucket-Head; we're not buying." Gesturing to his friends, he motioned for them to take a side-alley…only to find it blocked, as the silver-clad speedster darted into view. Turning, they tried to double back, only to see their other two assailants blocking their path.

"Just take it easy," the speedster said. "All my father wants to do is talk to you; we want to _help_ you."

Talkback had had enough. "We don't _need_ your kind of help, pal!" he spat. "_Screw_ this, Alex! I'm _sick_ of running!!" With that, he reached into his coat, and took out his high-tech power-glove, one of his favourite gizmos – mostly due to the fact that it was one of the few he knew how to operate – before he pulled his arm back, and slammed his gloved fist into the ground, unleashing a massive energy wave that knocked the speedster off his feet.

Snarling, the burly guy rushed at Talkback, but he was quickly sent flying, as Hawkgirl dove out of the sky, to slam him with her mace. "Kids, run for it!" she exclaimed. "Get to the corner on..!" She never had time to finish, as a panicked Old Lace rushed towards her, forcing her to block the dinosaur's bite with the handle of her mace. Mustering her strength, Hawkgirl was able to push the dinosaur back, before it rushed at her, again…only to be caught in a green force-bubble, as Green Lantern flew by overhead, tossing Old Lace to the side, stunning the dinosaur.

Cackling wildly, the flame-wielder flicked on his lighters, while Sister Grimm frantically skimmed through her spell-tome, trying to find a spell that the Staff hadn't used, yet; he had just summoned a massive blast of fire…when a golden strand looped around his wrists, snapping them together and causing his wave to backfire, as Wonder Woman touched down. With one yank, Wonder Woman hauled him off his feet, before spinning him around and flicking her wrist, releasing him and sending him crashing into the recovering speedster.

Getting back to his feet with a groan, 'Tooth saw that Wonder Woman's back was turned, and started to close on her…when an invisible force suddenly tripped him, knocking him off his feet. Snarling, he sniffed the air…and then turned, in time to see the Martian Manhunter become visible behind him. Roaring, he slashed at the Manhunter with his claws, but the green man simply phased himself, allowing 'Tooth to pass through him harmlessly, before re-solidifying, and then pummelling him with a precisely-aimed uppercut to the jaw, sending him flying.

Just then, before anyone could react, an electromagnetic wave rippled through the air, yanking Hawkgirl up by her mace, Wonder Woman up by her armour, and Green Lantern up by his electronic armlet. "_Enough!_" Magneto snapped. "We do not have _time_ for this..!"

He was cut off, as a sonic boom echoed through the air, before five steel-hard fingers grabbed the back of his helmet.

"Put them _down_, Lensherr," Superman ordered, his eyes narrowed, "or I'll make _sure_ that you and the Professor have a nice, long _chat._"

Magneto quickly calmed himself, as he released the three members of the Justice League. "As I was about to explain to your somewhat-overzealous comrades, Kal-El, we did not come here to harm these young runaways," he said. "I admit, perhaps Sabretooth and Pyro's actions were a bit extreme…"

"Ya _think?!_" Talkback snapped.

"…but I had little choice; we needed to make contact quickly," Magneto finished. "As I have told Charles, I no longer have any intentions of pursuing my earlier goals."

Superman's expression turned calmer, as he removed his hand from the helmet. "I suppose we all could talk," he relented. Slowly, he descended, followed by Magneto. Turning to Alex, he smiled gently. "It's Alex, right?"

Warily, Alex nodded. "Yeah."

"My pal Vic mentioned that he ran into you guys, last night," Superman answered. "He thinks the charges facing all of you are bogus, and we happen to agree."

Alex grimaced as he recalled Vic's earlier assurances. '_Boy, do I feel stupid…_'

Green Lantern's expression was serious. "If we're going to help you, though, we need to know what _really_ happened."

Sister Grimm looked nervous. "You're not going to believe us…"

"We may," Wonder Woman replied.

Bruiser sighed. "It's a _long_ story."

Hawkgirl shrugged. "We have time."

"No, we do _not!_"

The Manhunter's exclamation startled them all. "What's wrong?" Superman asked.

The Martian's expression was grim. "Earlier today, I detected an unknown telepath attempting to attack one of the X-Men, though I could not determine who was the target," he explained. "I just sensed that same telepath, moments ago." His next words chilled them all.

"We have to get back! Rogue is in terrible danger!!"

XXXXXXXX

After the runaways had fled, followed by the Acolytes, all that Rogue and the others could do was try and keep the crowd under control; if their fear turned into full-blown panic, people could easily get hurt.

As Jean sent waves of calming thoughts through the crowd, Scott and Victor quickly opened all the doors, allowing the crowd to exit without incident. When someone fell under the rushing crowd, Alison quickly raised a hard-light barrier around them, keeping them safe until either Rogue, Wanda, Remy, Todd, Kara, Fred or Lila could get them clear.

In a matter of minutes, the concert-hall had been cleared out, leaving only the eight of them, as well as Mystique, in her disguise. "Oh, _Rao,_" Kara murmured, "are _all_ of your missions like this?"

"Pretty much," Scott replied.

Rogue scowled, as she absently touched her arm through her blouse's ripped sleeve, which had been torn in the commotion. "Wait'll ya see us on a _really_ crazy day."

"Let's just hope that Kal and the others are having better luck," Jean added.

"He's okay," Victor said with a chuckle. "If _anything_, it's those other guys that have to worry!"

Wanda frowned. "So much for my father _allegedly_ turning over a new leaf." At that, both Todd and Fred looked somewhat embarrassed.

"Ugh…"

Rogue groan caused everyone to turn towards her. "Y' okay, _chere?_" Remy asked.

Rogue's hands went to her temples. "Mah…mah head…"

Suddenly, Jean perked up. "S-Something's wrong…" she murmured. "There's someone else here…"

As Rogue doubled over, "Risty" moved to her side. "Rogue, what's wrong? What do you..?"

She never got the chance to finish, as Rogue reached for her…causing her bared arm to brush against "Risty's" forearm.

"_AAAAAAAAAAAAAHHHHHHHH!!!_"

Both girls let out a scream as Rogue accidentally drained her adopted mother. Stunned, Mystique automatically resumed her natural form as she sagged to the ground, while Rogue's back arched in pain…before she morphed into a familiar, hulking shape.

_Juggernaut._

Scott's eyes went wide behind his shades. "Oh, _crap._"

With a roar of agonized fury, the faux-Juggernaut unleashed a sweeping strike with his fists, knocking away Wanda and Remy as they started to rush towards their comrade. Seeing the transformed behemoth start to stomp towards them, Scott's hands reached for his glasses. "Jean, can you reach her?"

Shutting her eyes, Jean focused…and shook her head. "Sorry, Scott! Rogue's mind is a mess, right now; I can barely hear her!" she cried. "It looks like, somehow, all of the personalities she's absorbed have gotten loose! I don't think I can reach her!"

Scott grimaced as his morphed teammate grew closer. '_Sorry, Rogue…_' With that, he took off his shades, and pasted the false Juggernaut with an optic blast…which barely slowed him down. Scott fired again and again, but Juggernaut just kept coming, until he grabbed Scott's head, causing Rogue's still-active powers to drain him.

As the faux-Juggernaut let go, he was struck by a combination of psychic flame and hex-bolts, as both Jean and Wanda let fly with their powers, driving him back. Seeing Juggernaut stagger, a recovered Remy darted towards him. "Sorry 'bout dis, _chere_; dis gon' 'urt Remy _plenty_ more den it's gon' 'urt _you._" Ducking under Juggernaut's punch, Remy placed his hand to his torso-armour, preparing to charge and detonate it…but Juggernaut's fist shot out, grabbing Remy's exposed neck, partially draining him, before tossing him away like a rag-doll, to hit the ground hard.

Remy groaned. "_Merde…_Remy _'ate_ bein' right."

The false Juggernaut was about to turn back towards Jean and Wanda, when a slime-glob struck him in the face, blinding him and allowing Fred to body-slam into him, knocking him back. "Nothing personal, Stripes!" Fred called. "We're just tryin' to knock a little sense back into..!" He never got the chance to finish, as the faux-Juggernaut charged at him, before he grabbed him and _threw_ him across the room, towards Todd.

Seconds before his hefty pal landed on him, Lila quickly 'ported in, grabbed him, and 'ported away, getting him clear of Fred's landing. For a second, Lila thought that they both were safe…until her transformed teammate darted towards her, draining her with a touch. Armed with Lila's abilities, the faux-Juggernaut was able to effortlessly 'port behind Jean and Wanda, to drain them with a touch.

No sooner had the false Juggernaut done that than a golden eye-ray lanced past his shoulder. Turning towards Alison and Kara, he sent a sweeping optic-blast at them in reply, which both girls dodged. As she landed, Alison unleashed a burst of gale-breath, which only served to push her foe back a few feet. Kara quickly followed suit as she landed; her breath-attack managed to knock Juggernaut into the air…but it also sent _her_ flying back, as well. Just before the faux-Juggernaut landed, he 'ported away, to land behind Alison, draining her mutant ability with a touch. As she saw her comrade fall, Kara's eyes narrowed, before she rocketed towards Juggernaut at super-speed, readying a haymaker…but her fist hit nothing but air, as Juggernaut simply 'ported away, causing her to miss, crashing to the ground, face-first.

Emerging from the 'port outside the concert-hall, Juggernaut started to walk away…until he suddenly doubled over in pain, his skin starting to shift, as Rogue finally reasserted control, morphing back into her natural form. '_Oh, God…oh, God…what's happening to me?!_'

"Perhaps _I_ can answer that."

At the sound of that voice, Rogue turned, her eyes widening as she saw none other than Sinister standing behind her, flanked by about a dozen black-clad armed men. "Very nicely done," Sinister said, with his usual eerie smile. "I had hoped that you would at least drain _some_ of your comrades before escaping, but you did better than even _I_ expected."

Rogue could barely speak. "_You_…did this to meh?"

Sinister chuckled. "Hardly. All I did was loosen one or two of the personalities you'd been storing in your subconscious; with one free, the rest followed. In all likelihood, it would have happened sooner or later…though not soon enough to suit my purposes."

Rogue's eyes narrowed as she steeled herself, trying to fight back the wave of voices in her head enough to use some of the powers she'd borrowed. "Well, whatever yer after, you ain't getting' it!!"

Sinister just smiled. "My dear child…I already _have_ it." He simply pointed at her. "Now…_sleep._"

At that single word, Rogue suddenly found herself getting very drowsy, as she started to fall; in seconds, she had hit the ground, her vision blurring.

The last thing she heard was the endless voices…before they, too, went silent.

XXXXXXXX

By the time Superman and his comrades returned to the hall, along with Magneto, his Acolytes, and the runaways, it was already too late; the empty interior looked like it had been through a tornado, and the others looked even _worse._ "Is everyone okay?" Superman asked.

Scott groaned as he stood up. "_Peachy._"

J'onn's expression was grave. "What happened?"

It was Mystique that spoke next; her tone was utterly heartbroken. "She's…she's gone…"

"Who?" Wonder Woman asked

"Stripes, that's who," Vic muttered. "She suddenly got this major headache, and then she went to town on _all_ of us."

"It wasn't her fault," Jean interjected. "Just before Rogue lost it, I sensed another telepath nearby; Rogue must have been the target."

"Why her?" Green Lantern asked.

"I think I may know."

Magneto's voice startled them all. "I believe that this is no coincidence," he said. "I fear that young Rogue has fallen victim to the same people that Mr. Wilder and his friends have been fleeing."

At that, Alex's eyes went wide. "Oh my God…you…you could be right…"

"Care to explain?" Hawkgirl asked.

"About a year ago, we were all just run-of-the-mill kids, no different from any others…well, except for Bruiser and Luce, anyway," Alex explained. "We weren't all that close, but that changed _real_ quick when I accidentally walked in on my folks talking about some 'ritual'."

Sister Grimm nodded. "Alex managed to hack his parents' computer, and figured out that, whatever it was, _all_ our folks were in on it," she added. "We were able to track them to some place in New York." She lowered her gaze. "I almost wish we hadn't."

Talkback scowled. "It turned out that all our folks were part of some wacko cult called the Pride; they were trying to help some psycho alien giants invade the Earth. These guys gave our folks advanced alien tech – like what they used to create Old Lace, here – and promised them immortality if they helped 'em."

Lila gulped. "Helped them how?"

Arsenic looked stricken. "The only way to open the portal between their dimension and ours was to use a special ritual over a long time," she said. "This ritual was powered by…by _human life._"

Wonder Woman gasped. "Merciful _Hera…_"

"Twenty-five years," Lucy said. "They'd killed one girl a year for twenty-five years; they prefer to use mutants, since the 'resulting effect' is stronger, but they're not _too_ picky."

Green Lantern closed his eyes. "And you all saw them."

Bruiser nodded. "That's why we had to go," she whispered. "We managed to swipe some of the stuff they'd gotten: Grimm took some of her mother's spell-books and her Staff of One; Arsenic took Old Lace; and Talkback swiped some of the tech his parents had been studying. As soon as we were ready…we just _ran._"

"And you've been running ever since," Scott finished.

"Had to; our folks framed _us_ for the last girl they killed," Alex replied.

Wanda scowled, as she turned towards her father. "You knew."

"Only that these runaways had information on a cult responsible for numerous mutant deaths," Magneto defended. "It was my intention to offer them sanctuary on Genosha in exchange for that information." He closed his eyes. "And now I fear we have all but given them their next sacrifice."

Mystique's eyes went wide, as tears of horror started to form. "_No…_"

J'onn's hand was instantly on her shoulder. "We'll get her back, Raven," he said softly. "I _promise_ you that."

As the runaways had spoken, Superman's expression had slowly grown haunted. "Alex…these 'alien giants from another dimension'…did you find out what they were called?"

Alex shook his head. "_I_ didn't, but I think Talkback might have; he took a look at his folks' notes when he swiped his gear."

Talkback nodded, as his expression turned sour, like he'd smelled something nasty. "It was a really weird name; something like 'Gillerbom,' or 'Gobberlim,' or something like that."

Superman spoke very slowly. "Was it…_Gibborim?_"

"Yeah! Yeah, that's it!"

At once, Superman looked to Kara, whose horrified expression mirrored his. "Kal…you know what we have to do…"

Superman nodded, before he turned to the others. "Guys, you'd better head back to the Institute, and find Rogue, _fast,_" he instructed. He turned to Magneto and his Acolytes. "If you plan to help, Lensherr, that's fine, but you'll do things _our_ way, understand?"

"Oh, _hell_ no!" Sabretooth snarled. "I ain't takin' orders from you, runt..!"

"_Creed!!_" Magneto's voice snapped like a whip. "If this concersn mutants, we _will_ assist."

Satisfied, Superman turned to Alison and Kara. "Ali, you and Kara will accompany me to the Fortress; Kara hasn't gotten the hang of flying, yet, so we'll have to help her."

"Okay," Alison said, "but what exactly is going on? Who are these "Gibborim" guys?"

"No time, Ali; we'll explain on the way," Superman answered. "Right now, we have to _move!_" With that, he, Kara, and Alison headed outside, where Superman took hold of his cousin's arm, while Alison took hold of her other arm, before they flew off, heading north, while the others headed out.

If he was right, they didn't have much time.

XXXXXXXX

_Undisclosed location_

"This was a mistake."

As the twelve members of the Pride stood in the ceremonial chamber of their hideout, the leader scowled at his fellow Pridesman's pessimism. "There's no need to panic, brother."

"Oh, no?" came the reply. "The ritual is only hours away, and there's no sign of this Sinister character! Do I need to remind you of what's at stake, Wilder?"

Thomas Wilder's eyes narrowed behind the hood of his robe. "I'm perfectly aware of the consequences for failure, brother; I just don't think that panicking will help anything."

The Pridesman just glared back at him. "You were a fool to trust him, Wilder," he snapped. "Now our chance for immortality may be lost because of that idiot Essex..!"

"You really think so little of me? I'm almost _hurt._"

Sinister's voice interrupted the Pridesman's tirade as Nathanial Essex strode into the room, followed by a dozen black-clad armed men, carrying an unconscious auburn-haired girl. "As promised, I have delivered what you want," he said. "Have you procured what _I_ want?"

Thomas smiled. "Of course." Reaching to the altar behind him, he held out a clear glass orb, with an electronic device affixed to its surface. "We designed it according to the specifications you provided, right down to the last diode."

Sinister's smile only grew. "_Excellent,_" he said, as he took the orb. "Now, if you don't mind…" With that, he held the orb over the girl, pressing a button on the device; instantly, the orb started to hum, as it drew a cloud of wispy white energy from the girl, pulling it into itself.

The first Pridesman stiffened. "Wilder, do something! He's going to kill our sacrifice!!"

Within minutes, the orb was full, prompting Sinister to turn it off. "Oh, come, now!" he chided. "Do you really think I'd be so unsporting? I just borrowed some of what this girl absorbed; there's _plenty_ of life-energy left for you!"

Glancing to the girl, Thomas saw that she _seemed_ fine, at least. "Very well," he conceded. "Still, if I were you, I wouldn't try to run anywhere." Until the ritual was done, the risk remained, and if things went south…

Sinister just chuckled. "I wouldn't dream of it." He lightly bowed. "Now, if you'll excuse me, I'll just get out of your way." With that, he walked off, as the Pride started to surround their latest victim.

The hour of the ritual was fast approaching, and they had much to do…

XXXXXXXX

_Xavier Institute_

The setting sun cast a blazing orange light over the Institute's back garden, but Mystique found little comfort in the beautiful sight. Ever since they had returned to the Institute, she had withdrawn from the others, opting to stand on the balcony, trying to pull herself out of her own worry…with little luck. '_Oh, Rogue…_'

"Mother?"

Kurt's voice brought Raven out of her thoughts, as she turned to face her son with a weak smile. "I should have known you'd come looking for me."

Kurt's expression mirrored hers. "Zhe others told me vat happened," he said softly. "_Mein Gott,_ it's like somezhing out of a nightmare…"

"It _is_ a nightmare, Kurt," Raven whispered. "This kind of thing is what every parent _prays_ will _never_ happen…"

Kurt managed a brave smile. "It _von't_ happen, Mother," he promised her. "Ve'll find her and get her back." At that, Raven faintly smiled, as she moved to hug her son…

"Well, ain't _this_ sweet!"

Raven's smile quickly evaporated as she saw the burly form of Sabretooth in the doorway. "What do you want, Creed?"

Sabretooth chuckled darkly. "Just to see how the mighty have fallen," he sneered. "Raven Darkholme, a caring mother; _now_ I've seen _everything._"

Raven glared back at him. "Well, now you've seen it," she snapped, "so you can _leave._"

"Well, that's a fine way to talk to your old coworker," Sabretooth said. "We got along _so_ well, the last time we teamed up."

Raven felt her stomach churn at that memory. "Don't flatter yourself, Creed; I could barely keep my lunch down."

"That ain't the impression _I_ got," Sabretooth retorted. "And here I thought we could have _fun_ working together…"

"Is there a problem?"

J'onn's calm voice was music to Raven's ears; she couldn't help but smile at Sabretooth's scowl, as he turned to face the Manhunter. "There wasn't until _you_ showed up, Greeny. _Beat_ it."

J'onn didn't even bat an eye. "I merely thought it might interest you that Charles' attempts to pinpoint Rogue via Cerebro are almost complete," he said.

"Hooray for him," Sabretooth snapped. "Now, if you don't mind, I have some unfinished business with this bi…"

J'onn's eyes flared white, his earlier good humour gone. "Finish that sentence, Victor Creed, and I _promise_ you you'll spend the rest of your life thinking you are a _six-year-old girl._"

At that statement, neither Raven nor her son could keep from chuckling. "You're bluffing_,_" Sabretooth sneered.

J'onn smiled coldly. "Between Paige and Illyana, I'm sure you'll always have someone to braid your hair, every day."

Sabretooth glowered at J'onn for a moment…before he scowled. "Fine, fine," he muttered, walking off. "One man's trash is another man's treasure…"

Once Sabretooth was out of earshot, Nightcrawler let out the laugh he'd been holding in, while Raven gave J'onn an appreciative smile. "I could have handled that," she chided.

J'onn smiled back. "I know." With that, the three of them headed for the briefing room.

By the time they reached the briefing room, everyone else had assembled: Cyclops, Phoenix, Gambit, Leap, Miss Martian, Hawkgirl, Wonder Woman, and Green Lantern were there, along with Magneto and his Acolytes; Cyborg, Toad and Blob had opted to tag along, as had Alex and his comrades, or the Runaways, as they called themselves. Presently, the latter were listening to Cyclops' brief run-down of their last escapade. "…so you guys _actually_ day-tripped out to Superman's old home to rescue his _cousin_, and ended up outrunning an alien armada after you'd sabotaged a _doomsday weapon?_"

Cyclops shrugged. "Basically."

Talkback whistled. "_Man,_ and we thought _our_ lives were nuts."

Cyborg chuckled. "And that was probably a _good_ day," he quipped.

"Whoa, whoa, _whoa!_" Quicksilver exclaimed. "Dead planets, brain-wave weapons, alien fleets; back it _up_, Summers!"

He smiled goofily at his next words. "Super-Dork has a hot _cousin?!_"

Scarlet Witch rolled her eyes. "_How_ did I know he'd get stuck on that part?"

"Took the words right out of my mouth, Snookums," Toad agreed.

Pyro scowled. "To be honest, I was expectin' Princess Boss-Around to show up; wasn't she hangin' around you wankers?"

"Sorry, _mon ami_; she be out o' town f'r her _pere,_" Gambit answered. "Course, we could always call 'er up…"

Pyro gulped. "Nah; we're good."

By then, Professor Xavier had rolled into the briefing room. "I presume you've located the girl, Charles?" Magneto asked.

The Professor's expresson was grave. "I have located Rogue," he answered, "but I what I have found is quite disturbing."

"What do you mean?" Miss Martian asked.

"For starters, Rogue's signature was being partially obscured by another telepath, presumably the one that orchestrated this incident," Professor Xaver explained. "The fact that they were able to partially block _Cerebro_ indicates that they are strong enough to be a serious threat."

"Sounds like we'd better check our thoughts at the door," Leap noted. "Was there anything else?"

"Indeed there is, Lila; something even _more_ disturbing," the Professor said. "This telepath was unable to completely hide Rogue's signature because hers is now considerably stronger; as you have supposed, her mind is now a collective of many of the people she has absorbed, over the past two years." He closed his eyes. "What disturbs me is that Rogue's _own_ mind is growing fainter; many of the minds she has absorbed are benign – such as those of you she has copied – but others – such as my step-brother – are asserting their dominance…and I do not know if she can hold them off, much longer."

At that, Raven stifled a gasp, prompting J'onn to place a comforting hand on her shoulder. "Professor…do ve know vere she is?" Nightcrawler asked.

Professor Xavier nodded. "The Pride, as they call themselves, are conducting their ritual in an abandoned cathedral on the south side of New York; from what I gleaned from their minds, it is one of their safe-houses."

"Then that's where we'll head," Cyclops said.

Green Lantern nodded. "We'll notify Kal, Alison, and Kara, and have them meet us there."

The Professor nodded grimly. "Good luck." With that, everyone quickly headed out of the briefing room, leaving Professor Xavier behind, to head after the missing Rogue, before it was too late.

XXXXXXXX

_New York_

In the catacombs far below the supposedly-abandoned cathedral on the south side, Sinister was gathering his supplies to leave when he felt it.

At first, he was startled, but he quickly recomposed himself, as he recognized the telepathic probe; it was the same telepath that had been occasionally scanning the planet for mutants, these past few years – Charles Xavier. The first few times he'd sensed the powerful cripple, Sinister had simply ignored him, but now he knew enough to hide from Xavier, although he couldn't conceal the girl's warped psychic presence from Xavier's powerful mind.

If he had sensed her, then his students wouldn't be far behind…and neither would the Justice League.

Standing up, Sinister quietly strode down the subterranean halls, exuding a psychic wave that fooled the Pride's hired muscle into not seeing him; walking right past the guards outside, he stood over the sleeping sacrifice – "Rogue," he believed – as she lay on the sacrificial altar. The girl was doomed; between the approaching ritual and her own chaotic mind, she didn't have long…

…but there was no reason he couldn't glean a few secrets from her.

Smiling to himself, Sinister reached into her mind, searching for any trace of the Kryptonian's identity, or any mention of the rest of the League…but he found nothing.

The girl barely knew who _she_ was, anymore, never mind anyone else.

'_Disappointing, but irrelevant,_' Sinister thought, as he reached a little further, planting a few subtle commands in the girl's fractured psyche; he had planned to do so, anyway, but the imminent arrival of the girl's comrades had prompted him to step up his timetable. '_Somehow, I doubt that Wilder's superiors will be pleased with __**this**__ sacrifice,_' he silently chortled, before he turned, and walked away, leaving the girl to her fate.

XXXXXXXX

_A few minutes earlier_

Night had fallen by the time Superman, Power Girl, and Kara had met up with the others on a rooftop overlooking the abandoned cathedral. Touching down silently on the rooftop, Superman looked to Green Lantern. "Any activity?"

Green Lantern shook his head. "From the outside, it's quieter than a morgue," he answered, "which usually means that something's going on."

Glancing towards them, Quicksilver spotted the hand-sized crystalline rings clipped to their belts, each with a central crystal rod, splitting them in half. "So what're those gizmos?"

Superman absently patted the ring-unit clipped to his belt. "_Insurance._"

The whole time, Phoenix's eyes had been shut as she scanned the cathedral. "I can't get any readings from inside," she finally reported. "Whoever that telepath is, he's preventing me from getting a fix on Rogue."

"As we had expected," Magneto said. "If this individual can deceive even Charles, then it will be nigh impossible to locate the girl telepathically."

Superman nodded, before he looked to Alex. "You said that you and your friends once walked in on one of these rituals," he said. "Would this facility have the same layout as the one you saw?"

"Beats me," Alex confessed, "but I'm willing to bet that they _all_ have a link to their central mainframe; if I can crack into that, I should be able to find your friend."

Nightcrawler nodded. "I should be able to 'port in and find zhe mainframe vithout anyone spotting me."

"Good. Once you've found it, Lila will 'port Alex, Talkback, Scarlet Witch, Toad, Kara, and Miss Martian into position, where they will secure the area and hack the Pride's database," Superman said. "The rest of us will hold position until you get the intel we need."

Quicksilver quietly cleared his throat. "Think maybe I oughtta tag along?" he suggested, as he fixed Kara with a sly leer. "I'd be happy to watch your back…"

"_Pietro._"

Magneto's stern command, coupled with irate glares from both Kara _and_ Wanda, were enough to shut Quicksilver up. "Or not."

"We'd better get moving," Alex said quickly. "We've seen what the Pride does in these things; trust me, it is a _bad_ way to die."

Superman nodded. "Good luck." With that, the first team quickly moved out, heading towards the cathedral.

Time was of the essence.

XXXXXXXX

Within the main hall of the run-down cathedral, a half-dozen black-clad armed men stood guard outside a side-doorway, ignoring the numerous cables running underneath, to feed into the high-tech-looking computer console within, monitored by a handful of black-clad engineers.

Sighing to himself, one guard absently checked his rifle, trying to relieve the boredom…before he froze, as he heard a sudden patter on the stone floor; at once, he and his comrades moved towards the sound, to investigate…

…which caused them to completely miss the blue-black shadow that had silently dropped out of the shadows in front of the door; quickly opening it, the shadow slipped inside, before 'porting himself back into the rafters above the console, leaving only a sulphurous wisp in his wake.

From his vantage point in the rafters, Nightcrawler grimaced, allowing himself a moment to quietly lament such an utter _perversion_ of a house of prayer, before he hailed his comrades. "Zhis is Little Blue; I've found zhe mainframe. It's in a small chamber that branches off from zhe main hall; zhere are a few guards outside, but it's nothing ve can't handle."

"_Acknowledged, Fuzzy. Just hang tight; we're on our way._"

After a few minutes' worth of searching, the guards gave up, and started to head back to their stations…until a flash of light nearly blinded them, as Leap 'ported herself and her comrades right into the main hall. Before the guards could react, Toad let fly with two slime-globs, gumming up the weapons of two guards, which glowed blue-black from Scarlet Witch's enchantment; as soon as they hit, they started to glow with heat, melting the guns into slag. Another two thugs started to take aim, but Miss Martian telekinetically yanked their weapons away, before levitating them into the air, allowing Kara to dart forward, grab hold of their feet, and _throw_ them across the room, to land hard, out cold.

As soon as they had been 'ported in, Alex and Talkback ran for the mainframe-chamber as fast as they could. The last two guards moved to stop them, but Talkback had already donned his power-gloves; with one mighty clap, Talkback unleashed a massive shockwave that sent the two goons flying across the room. When they reached the door, Talkback was about to unleash another shockwave, but the door burst open from the other side, as one black-clad engineer was tossed out of the room, followed by another, and then another, before Nightcrawler casually walked out. Glancing to his comrades, he chuckled…but his quip died on his tongue as he spotted one dazed guard reaching for his walkie-talkie. "_Look out..!_"

Grabbing the communicator, the guard flicked it on, as his superior hailed him. "_Nash, what's going on, back there?!_"

The guard's voice was utterly monotone. "This is Stikes, sir; false alarm. A couple bits of ceiling got loose; this place is falling apart."

"_After tonight, Stikes, we won't need this place, anymore…provided you keep things quiet._"

"Understood, sir; Stikes out."

As the line went quiet, the guard's limp hand let the communicator drop, before he, too, dropped to the floor, as Miss Martian released her telepathic hold on him. Toad could only shudder. "_Man_, that's creepy," he murmured. "Cool…but _creepy._"

By the time the others had followed him and Talkback into the mainframe-chamber, Alex had already broken through the system's security. "It looks like most of our folks' operation is in the catacombs underneath this place," he observed, bringing up a map. "Their ritual chamber is on the level closest to the surface; there's an entrance on the west side of the cathedral. That should lead right to the ritual chamber."

"So that's where Rogue is, now?" Miss Martian asked.

"Hmm…I don't think so," Alex answered. "From what I'm seeing, they're not ready, yet; they don't bring their 'sacrifice' in until near the end. If that's the case, they'd keep her in a chamber just _below_ their ritual chamber…_here!_" he pointed to a fairly small chamber below a much larger one. "The entrance to this level is on the east side; it looks fairly unprotected!"

Quickly, Nightcrawler switched on his communicator. "Did you get zat, Big Blue?"

"_Sure did, Little Blue. If we split up, we should be able to stick it to these guys; half of us will assault the main ritual chamber, while the rest of us will sneak in and get Rogue while they're distracted._"

Kara looked stricken. "Will you need us to accompany you?"

"_Let's hope it doesn't come to that, Kara, but be ready to move fast if we hail you,_" Superman replied. "_We'll contact you when we know more. Superman out._"

As the transmission line went silent, Alex's hands were still gliding over the alien keyboard. "Hey, didn't you already find out where Stripes was?" Toad inquired.

"Yeah, but I'm betting that our folks have something in here that will clear us of the charges they got slapped on us," Alex answered. "If I can just get into their records…_yes!!_" He whooped with joy as the screen showed a detailed log of every sacrifice the Pride had conducted, before he started downloading. "Once the cops see _this_, there's no _way_ our folks can weasel out of it!"

Nightcrawler grimaced at the sight. "_Gott in Himmel…_"

Talkback grinned. "_Finally!_ Something we can _bust_ them with!"

Alex's grin matched his…before his expression turned intrigued. "Whoa, what do we have here?" he murmured, as the screen shifted. "It looks like I just stumbled into some sort of archive; it details most of the history of these 'Gibborim' guys…and they sound _nasty._" He paused as he skimmed one entry. "Hey…Superman's planet was called 'Krypton,' right?"

Kara nodded. 'That's correct."

"Well, it looks like your people ran into these guys, before; this file mentions them as 'the hated nemesis,' and 'wielders of the Unholy Black,'" Alex replied. "It sounds like you guys were pretty much the only ones these Gibborim were really _afraid_ of."

Kara looked mildly stricken at that.

"Hang on…does this have anything to do with those crystal gizmos you guys picked up before coming here?" Leap asked.

Kara gulped. "I…"

Whatever she was about to say, she was interrupted by K'imm's gasp. "Guys, we have a problem!" she exclaimed. "We have to move, _now!_"

"What is it?" Scarlet Witch asked.

K'imm's expression was stricken. "It's Rogue!" she cried. "She's losing it!"

Nobody needed any more than that; at once, the entire team cleared out, heading towards Rogue's position, before it was too late.

XXXXXXXX

In the catacombs far beneath the cathedral, several armed men were patrolling the corridor leading to the chamber where their employers' "sacrifice" was being kept; they didn't know what the girl was to be used for…and they weren't too keen on finding out. As long as they got paid, they were perfectly happy being kept in the dark…

Suddenly, a silver-coloured blur darted past them, as their weapons were snatched away at incredible speed. Before anyone could react, a wave of psychic fire pulsed through them, stunning them and making them easy targets for the following barrage of hard-light blasts. Seconds after the guards had fallen, Phoenix, Power Girl, Gambit, Mystique, J'onn, Lucy, Arsenic, Old Lace, and Sabretooth hurried into the corridor, while Quicksilver darted back, dropping the guns he'd snatched. "It looks clear from here on out," he reported. "My guess is Stripes is on the other side of the big door a few feet ahead."

Mystique looked stricken. "Is she okay?"

J'onn's hands went to his forehead. "Her mind is in turmoil; we may not have much time."

"Any sign of our unknown telepath?" Power Girl asked.

Phoenix shook her head. "If he's here, he's hiding himself well."

Quicksilver chuckled. "I bet if we had a _second_ pair of cute little super-peepers here, we could spot him."

Power Girl groaned. "Pietro, you can't _possibly_ be dumb enough to try and hit on Superman's _cousin._"

Quicksilver smirked. "Jealous, babe?" he said. "You _had_ your chance."

Power Girl just rolled her eyes. "Yeah; I cry myself to sleep, every night."

At that, Lucy quietly giggled, but Arsenic looked worried. "I don't think we're alone, here," she said, as she glanced to her agitated saurian companion. "Lace smells _something_, and it's freaking her out."

Sabretooth sniffed the air, before he scowled. "Hate to say it, but the shrimp's right," he groused. "Something stinks around here…"

"I'm afraid that would be _me._"

At that, everyone whirled around to see none other than Sinister behind them, casually leaning against the wall. "I had a feeling I would be seeing most of you, after I felt Xavier scanning this place with his little toy," he mused, "but seeing Lensherr and his lackeys here…I must say I am surprised."

Lucy grimaced. "Okay, who is _this_ nutjob?"

"Dat, _petite_, is Sinister; ran into 'im de last time we was on Genosha, when 'e 'elped de F.O.H. stage a l'il coup," Gambit muttered. "De man ain' nothin' but _trouble._"

Mystique's eyes narrowed. "_And he kidnapped my daughter,_" she hissed.

Sinister just chuckled. "I'm flattered that you remember me," he said, before his eyes narrowed. "Sadly, I'm afraid I'm going to have to ask all of you to leave. _Now._"

"No chance, pal," Sabretooth sneered. "You made us all look like _jokers_, that time on Genosha! If you even _think_ I'm gonna let that slide..!"

Sinister's enigmatic smile returned. "Well, then," he mocked, "come and _get_ me."

Sabretooth needed no more than that; with a roar, he charged straight at Sinister. "Creed, you _fool!_" J'onn shouted. "That's exactly what he _wants_ you to..!" He didn't get the chance to finish; Sabretooth had quickly closed on Sinister…where he was sent flying to the side with a TK-pulse.

Arsenic gulped. "Okay…now that we know what _not_ to do…"

"We need to get to Rogue, fast; she's the priority, here," Power Girl stated. "Gambit, you and Lucy get that door open and get Rogue _out_ of here. The rest of us will hold Sinister off."

Sinister's smile didn't waver. "Easier said than done, little girl." With that, he unleashed a massive TK-wave that knocked practically everyone off their feet. Phoenix was the first to recover, sending a fire-wave at Sinister, who easily deflected it. Power Girl wasn't far behind, unleashing a three-pronged light-blast-eye-ray attack at him, but Sinister was able to dart between two beams, and simply deflect the third with a focused TK-pulse…though it distracted him long enough for Arsenic to direct Old Lace to attack him from behind; Sinister was knocked off-balance as the cloned dinosaur tore into him, until he managed to repel it with a TK-surge.

By then, Gambit and Lucy had reached the door. Kneeling by the lock, Gambit took out his lock-picks. "Jus' give Gambit a l'il time; 'e'll 'ave de door open 'fore you can say…"

"We don't have _time!!_" Lucy insisted. Walking to the door, she pulled her fist back. "We need to get in there _now!_" With that, she slammed her fist into the door, shattering its hinges and sending it flying across the room.

Gambit scowled. "Well, sure, if y' wanted t' do it de _easy_ way," he grumbled. His sour expression vanished as he saw Rogue lying on a stone altar in the middle of the next room, unconscious. Quickly, he ran to her side. "_Chere? Chere_, can y' 'ear me?"

Rogue groaned, as her eyes slowly opened. "R-Remy..?"

Gambit smiled. "Mornin', m' _belle fleure,_" he whispered. "Remy t'inkin' dis ain' de best time t' sleep, _non?_"

Rogue groaned, again. "Mah head hurts…"

"S' okay, _chere,_" Gambit soothed. "We gon' get y' out of here…" His voice was cut off, as an alarm started to blare, before the ceiling began to open, leading up into the ritual chamber above.

Gambit gulped, as he started to help Rogue to her feet. "Looks like we got 'ere not a minute too soon…"

Struggling to his feet from Old Lace's attack, Sinister saw Gambit started to escort Rogue out, and headed towards them, but he was stopped by a silver blur, which raced around and around him, spinning him like a top. As Quicksilver darted away, Sinister tried to regain his balance, but Mystique didn't give him a chance; morphing herself into a grizzly bear, she grabbed him and _threw_ him across the corridor, where he landed hard. Mystique raced towards him, roaring in sheer fury…only to stop, a scant few feet away from him, held back by Sinister's telekinesis.

Slowly standing up, Sinister's eyes narrowed, as he forced her to resume her natural state. "Now, then, Darkholme," he hissed, as he started to reach into her mind, "I think we should have a little _talk_ about our mutual friends, the Justice League..!"

He got no further, as his entire body suddenly went stiff, stopping his telepathic probe before it began…as the Martian Manhunter stepped forward, his eyes glowing white. "Perhaps we _should_ talk, _Nathanial Essex,_" J'onn snapped, his eyes narrowing. "We have quite a few questions about what you and your HYDRA companions have been up to."

Grimacing, Sinister managed to turn his head towards the anhunter, straining with effort against the assault on his mind. "Skipping…to the end…of the story, Martian?" he gasped out. "That's…hardly sporting…"

J'onn glared at him. "I am in no mood for your games, Essex," he snarled. "You can either give us the answer we seek…or I can _take_ them."

Sinister gasped with pain as he felt the Martian gnaw away at his mental defences; sooner or later, the Manhunter would get through…unless he was distracted. "Far be it from me…to stop you," he ground out, "but I fear that…you won't…_like_ them…" With that, he sent a telepathic surge through the room. J'onn's eyes went wide, as he quickly raised his own barriers, ready to halt the surge…but it simply washed right off his mind, passing him by; he hadn't been the target…

"_AAAAAAAAAAAAAARRRRRGGGHHHH!!!!!_"

Rogue's bloodcurdling scream startled everyone, forcing them to turn in time to see Rogue sag to the ground, in agony. At once, J'onn, Mystique, and the others ran to her side, giving Sinister the chance he needed to escape, but no-one went after him; Rogue was _far_ more important.

"_Rogue!!_" Mystique cried, racing to her daughter's side. "Rogue, speak to me!"

"Jean, what's going on?" Power Girl asked. "What did that sicko do to her?"

"T' _'ell_ wit' dat; do something t' _help_ her!!" Gambit cried…but his voice trailed off, as Rogue started to levitate into the air, her eyes glowing a chilling white.

Lucy gulped at the sight. "One question," she said. "If we help _her_…who's going to help _us?_"

XXXXXXXX

The instant the alarm sounded, every guard still on duty rushed into the corridor leading to the ritual chamber, takind up defensive positions as they waited for the targets. Within seconds, they could hear massive thuds on the other side of the huge, ten-inch-thick steel door, followed by gunshots, and then silence…

Suddenly, the door began to fold in on itself, as if it were being vrumpled by an enormous hand, until all that remained was a cannonball-sized lump of metal. The guards were utterly bewildered at the sight, and their alarm only grew as their weapons were yanked out of their hands by an unseen force, pulling them into the metal sphere, as streams of red-hot fire pummeled the guns and the sphere, superheating the entire mix, melting them together, until all that was left was a white-hot lump of iron. Before anyone could react, the blazing metal shot past them, smashing into the second door and knocking it out of its frame. Frantically, the guards tried to draw their sidearms, but they were stopped by a blast of glacial wind, which froze them to the spot, where a rapid-fire barrage of sonic pulse-shots and optic blasts knocked them unconscious, allowing Superman, Green Lantern, Hawkgirl, Wonder Woman, Cyclops, Cyborg, Magneto, Pyro, Blob, Sister Grimm and Bruiser to enter the ritual chamber unchallenged.

To say that the sight that greeted them was unnerving was an understatement; the ritual chamber was an incredibly vast, hollowed-out cavern, with a huge, colosseum-like structure built into it, with them standing in the very center…a few feet away from the ceremonial altar where the members of the Pride were praying, with twelve arcane-looking pillars erected around the center of the colosseum.

Those pillars, Superman knew, would soon become energized by the ritual the Pride was planning to conduct, and would tear open a portal between their dimension and another.

_Not today._

As the alarmed Pride turned to face them, Superman smiled wryly. "Is this a private party, or can anyone drop in?"

The Pridesman standing at the center of the altar – presumably the leader – sneered. "You were a fool to interfere, Kryptonian," he spat. "Our masters warned us of your kind! Once our masters emerge from the portal, we will make the final sacrifice, and bring them _all_ to Earth! We will become _immortal_, and there is _nothing_ you can do to stop it!"

Cyborg shook his head. "_Man,_ I don't know what you guys have been smoking, but you _seriously_ need to cut down."

Magneto glanced around the chamber. "How can we stop them?"

"Those pillars are the focal points for the portal they plan to open – bring those down, and their ritual fails," Superman answered.

Cyclops' eyes narrowed behind his visor. "We'll double up, and pick a column," he agreed. "Let's get to work!" With that, the eight of them split up.

Taking aim at one column, Cyclops opened fire with his optic-blasts, pasting the top of one column with deadly concussive force, while Bruiser attacked its base, pummeling the stone with her fists, chipping it away until its support was utterly gone, causing Cyclops' blasts to tip it over. Seeing the column fall, the lead Pridesman scowled, before gesturing to four of his comrades. "_Stop_ them!!" he ordered. "The rest of you, finish the rite! We're almost through!!" With that, two of the four picked up arcane-looking spell-tomes from the altar, as the other two opened hidden compartments in the altar itself, drawing large, high-tech-looking weapons, supplied by the Gibborim themselves, before taking aim at their assailants, while the remaining eight began to chant, causing the remaining pillars to start glowing with energy.

Pointing at one column, Magneto levitated the nearby broken steel door into the air, before smashing it against his target…to no avail. "They must be shielded!" he shouted, looking towards Superman. "Is there any way to break the shield?"

"I might be able to pierce it with my eye-rays!" Superman replied, as he took to the air. "But you'd better smash it as soon as I break…_oof!!_"

He was cut off as an energy-projectile from a Gibborim weapon smashed into him, sending him flying. Spotting the attacker, Magneto reached out with his abilities, snatching the weapon away from its wielder and pulling it towards him, before magnetically aiming it at the column. "Kal-El, _now!!_" At that, a recovered Superman quickly took aim, and fired his eye-rays, which slammed into the column's barrier…and then pierced it; the second they had done so, Magneto fired his pilfered weapon, which tore through the weakened shield and blew the column apart.

Glancing at the column, Superman grimaced wearily. "Two down, ten to go."

"How many do they need to create a portal?" Magneto asked.

"At least two; the more they have, the more stable the portal," Superman answered, as he glanced up…and saw a tiny ripple in the air: the beginnings of a portal. He quickly flipped open his communicator. "Ali, Kara, you and the others had better get here, quick..!"

As one Pridesman peppered them with spell-bolts, Sister Grimm raised her Staff, weaving a barrier spell ahead of her, while Blob pushed on the column with all his strength. "Hey, sister, you got any spells that'll help knock this thing over?" Blob grunted.

"I did, but I've kinda used them, already," Sister Grimm answered. "That's the problem with the Staff of One: it casts any spell, but only _once._" She paused. "Although…there _was_ one I was saving for an emergency…"

Blob grimaced. "Well, whaddya think _this_ is?!"

At that, Sister Grimm nodded. "Stand back!" As Blob obliged her, she raised her staff. "_Lithees rosmivi nesmevo!!_" With those words, she slammed the Staff's end into the ground, unleashing a massive aerthquake, causing the ground around the pillar to crack, giving Blob just the opening he needed; with one mighty shove, he sent the column toppling to the ground.

With a fierce war-cry, Hawkgirl dove at one column, smashing it with her mace, weakening its shield, as her Nth Metal mace canceled out its energy, while Green Lantern kept a ring-barrier raised, repelling the Pride's shots. "You almost through?" he asked.

Hawkgirl laughed. "Almost there, Marine…_done!_" she declared. "Bring it down!!" With that, Green Lantern signalled Wonder Woman, before turning his ring-beam on the column; with surgical precision, the beam cleaved through the weakened shield, slicing through its base, as Wonder Woman slammed it with her fists, knocking it over.

As he continued to blast one column with his arm-cannon, Cyborg scowled as he glanced over his shoulder, watching a laughing Pyro turn his flame-streams on the Pride, sending them scurrying away, but not halting their chant. "Hey, Fizzler!" he snapped. "A little help, here?!"

Pyro sneered. "Sod off, Tin Grim; we take out these wankers, no more portal! It's that simple!"

Cyborg's scowl grew. "News flash, Not-So-Hot-Stuff; Big Blue said..!"

"Do I _look_ like I care what that wanker thinks?" Pyro laughed.

Cyborg's eyes narrowed. "Well, _considering_ that he's trying to help save your ungrateful butt..!"

"_Incoming!!_"

Superman's call of warning instantly stopped the argument, as a large panel opening in the floor of the chamber, before a second, smaller altar rose up out of the ground, with Power Girl, Phoenix, and the others all standing around it…and with Rogue hovering several feet _above_ it.

Her eyes glowing white, Rogue suddenly morphed into Cyclops, before unleashing a sweeping optic-blast, sending her friends fleeing for cover. Touching down, she morphed again, assuming Power Girl's form, peppering them with light-blasts, before morphing into Phoenix to deliver a fiery TK-wave, and then Scarlet Witch, to unleash a hex-field. Quickly 'porting away in a flash of light, Rogue touched down a few feet away, to morph into Juggernaut and slam the ground with a punch, unleashing a considerable shockwave that knocked everyone off their feet.

Groaning, Bruiser struggled to get up. "Okay, _what_ is your friend's problem?"

"It ain' her fault," Gambit said softly. "Dat Sinister jackass went an' messed up de _fille's_ 'ead."

Superman's eyes went wide. "_Sinister?!_"

Phoenix nodded. "It was him, all along."

Cyclops gulped. "Can you reach her?"

"No," Mystique murmured sadly. "We've tried _everything_; none of us have gotten through to her..!"

The despair in her voice caused J'onn's expression to turn firm. "There is still _one_ thing," he said quietly. With that, he stood up, and flew right at Rogue.

Mystique's eyes went wide. "J'onn, what are you doing?!" she cried. "_J'onn!!_"

Seeing the Manhunter approach, Rogue morphed into Cyclops, once more, and opened fire, but J'onn phased himself, evading every shot, before flying right _through_ her…to touch down behind her and re-mass himself. As Rogue turned, J'onn firmly cupped her face in his hands…and immediately winced.

Miss Martian's eyes went wide as she realized what he was doing. "_D-Datya, NO!!_"

The contact caused Rogue to resume her natural form, her eyes wide as she began to absorb his energy, but J'onn ignored the pain, and focused on reaching her, blocking out everything else, including the portal opening overhead…and the gigantic shapes looming from beyond it…

He _knew_ Rogue was still there; he just had to reach her…

XXXXXXXX

Blackness.

Complete, endless blackness.

That was all that Rogue could see; she was completely alone, lost in an unending void. Her eyes perceived absolutely _nothing._

Her _ears_, on the other hand, were another matter.

Suppressing a sob, Rogue sank to her knees, her hands over her ears, trying to shut out the voices.

"_Oh, God…Mom, Dad, Alex…they CAN'T be gone!!!_"

"_Annie!! Annie, watch out for that car…!!_"

"_I don't wanna play with Charles! I HATE him!!_"

"_B-But Aunt Embeth…I-I just wanna sing..!_"

Rogue could feel the tears falling, now; they were never going to stop. She recognized each and every one of them. Some of them were friendly…but the others…

"P-Please," Rogue whimpered, "…j-just…just leave meh alone…"

"_**ENOUGH!!!**_"

That commanding voice startled Rogue out of her misery, forcing the voices to go silent. The voice roared again, with perfect clarity. "_Get away from her, all of you!!_" At once, the friendly voices, the ones she knew, stopped immediately, but the others stayed…until the voice roared again. "_**NOW!!!!**_" Finally, the other voices left, leaving her alone, if only for now, as the owner of that voice came into view…

Rogue's eyes went wide. "J-J'onn?" she murmured. "W-What are you doing here?"

J'onn's crimson gaze was sympathetic as he knelt by her side. "I am here for _you_, Rogue," he said softly. "I came here to guide you out of this."

Rogue shook her head. "Y-You _can't,_" she whimpered. "The voices…t-they'll come _back!_ They always come back..!"

"Then don't _let_ them," J'onn insisted.

"Ah _can't!!_"

"Yes, you _can!_" J'onn replied. "You _can,_ Rogue." Very gently, he enfolded her in a hug. "You can…because every time you hear them, every time you face them…I'll be there with you." He gently smiled. "And so will all the others."

As he said that, Rogue could feel J'onn's mind connect with hers, sharing his strength, his discipline with her, freely giving her what she needed to fight the turmoil racing through her mind. She _could_ do it, now…

Gathering her strength, Rogue shut her eyes tight. "This…is _mah_ mind!" she declared. With all her might, she shouted out her next words.

"_All of you…GET __**OUT!!!**_"

XXXXXXXX

As he and the others heard Rogue's declaration, Superman's eyes went wide at what he saw next: Rogue's form began to shift rapidly, starting with Cyclops, then Phoenix, and then shifting through every one of their friends whose powers she had copied, before going onto the forms of all their foes she had absorbed, to finish with Mystique's form…and then her own, again, as a very pale J'onn fell away from her, his breathing laboured.

Quickly, everyone raced to Rogue and J'onn's side, helping them both to their feet. "Rogue, are you alright?" Mystique cried.

Rogue smiled weakly. "Well…mah head's quiet, fer starters."

Glancing to her father, Miss Martian half-glared at him. "Dad, that was really, _really_ stupid, you know."

J'onn coughed out a laugh. "I am in no condition to argue."

"_**HHRRRRRRRRRAAAAAAAWWWWWWRRRRRRR!!!!**_"

The blood-chilling roar silenced anything else anyone had planned to say, as a huge, muscular, pasty leg stepped through the open portal, followed by another leg, and then a torso, and then two arms, before finishing with a rounded, hairless head, with only a pair of beady, cruel eyes to mark it.

A Gibborim.

At the sight of the alien giant, the head Pridesman shouted triumphantly, "You're too late! Our masters are already _here!_" As if in answer to its servant's declaration, the Gibborim started to stomp towards them, its massive hand outstretched…

"_KAL!!_"

Seconds before the giant reached them, a red beam lanced through its shoulder, sending it falling to the side, roaring in agony, as Kara darted up to them at super-speed, with the rest of her team not far behind. "Is everything okay?" she asked.

Superman frowned grimly. "All things considering." He glanced to the recovering Gibborim, as well as the portal showing several others eager to come through.

Kara's expression mirrored his. "The Kaeron Directive," she said softly. "We have to carry it out."

Superman nodded, glancing to both his cousin and Power Girl. "Activate the Projectors." At once, all three of them took out the crystalline rings they had been carrying, before folding the central bars into the ring-units, and then sliding them onto their arms; instantly, each ring expanded into an arm-mounted cannon-like structure made of white crystal, ending in a multi-pronged crystal claw, which was tightly closed.

By then, the giant had gotten back to its feet, and had stood up…only to find Superman, Power Girl, and Kara all facing him, aiming their new weapons at him. "Gibborim aggressor," Superman said firmly, "you are in violation of the Treaty of Kaeron Five; return to your dimension immediately."

The Gibborim laughed a low, throaty laugh, as did the Pride. "You fool! Do you really think our masters can be _ordered..?_"

"We had a feeling he might be a little hesitant," Superman said, holding up his weapon. "I suppose I can't blame you for not recognizing the technology…so let us _demonstrate._"

With that, he took aim at one of the remaining columns, and fired; instantly, the claw opened, revealing a sphere of mauve energy within, as a much smaller energy-globe shot away from the main sphere, darted out, and sunk into the column.

For a moment, there was absolute silence…until the column simply _erupted_, as it was swallowed by a massive, expanding globe of black energy; after a minute, the black mass started to collapse in on itself, until it was nothing but a white speck, which quickly disintegrated.

The sight of the weapon was more than enough to render the Gibborim speechless. "As you can see, we've _improved_ the Phantom Zone technology since our last encounter," Superman added, as Power Girl and Kara started to rapidly engulf the rest of the columns in Phantom Zone singularities.

The Pride was as silent as the giant was. "M-Master..?"

"You should have picked a tougher master, Thomas Wilder," Superman said. Turning back to the Gibborim, he added, "You now have a choice: you can either head back through the portal before it loses stability…or you can stay here and deal with us. Your call."

By then, only three columns remained. Quickly, the Gibborim hurried back into the portal, all but _leaping_ through, seconds before the last of the columns disappeared into the Phantom Zone.

At the sight of their masters fleeing, the Pride was rendered speechless. "Well, we'll be going now, Wilder," Superman said. "The police will be by soon to deal with you; I wouldn't go anywhere."

Those words caused Thomas Wilder to scowl. "You…you've got nothing on us..!"

Grinning, Alex held up the CD that he'd used to download all the evidence he'd needed. "How does it feel to be double-crossed by family, _Dad?_" he asked. "Have fun in prison!"

Talkback chuckled. "P.S.: Don't drop the soap!" With that, they all headed out of the ritual chamber, leaving the Pride to their fate.

By the time they had all emerged from the cathedral, the police were starting to arrive; after leaving the evidence CD for the police, the entire team quickly withdrew to the rooftops, with the exception of Magneto, Sabretooth, and Pyro – as soon as they had emerged, they had quickly taken their leave…most likely to avoid an inevitable encounter with General Fury.

Only Pietro had opted to stay behind. "Well…I guess it wasn't _too_ bad working with you guys," Quicksilver muttered.

Cyclops chuckled. "Good to hear."

Alex's smile was more genuine. "That goes _double_ for us," he said. "Thanks to you guys, we're in the clear."

Cyborg shrugged. "Hey, it's what we do."

Slowly, Lucy had been walking towards Alison. "Uh…Ali?"

Smiling pleasantly, Power Girl turned towards her. "What's up?"

A light blush crossed Lucy's face. "L-look, I'm just gonna toss this out there, but…I-I was just wondering if, maybe…you wanted to…get together, sometime?"

For a moment, Alison was confused…until her eyes widened in understanding. "_Oh!_"

She hadn't been the only one to catch that. Pietro's eyes were wide as he turned towards Superman. "Dude…if you talk her into saying yes, I swear to _God_, I will never, ever, _ever_ make fun of you, ever _again._"

Superman fixed him with an annoyed glare. "I'm going to pretend I _didn't_ hear you say that."

Now Alison's face was almost as red as Phoenix's hair. "Look, Lucy…_wow_…I…I'm _flattered_ by the offer," she began, "but…well…I kinda play for the _home_ team." She smiled apologetically. "Sorry."

Lucy sighed, wilting. "_Darn._"

Sister Grimm chuckled. "I guess we'd better get going."

"Where will you go?" Wonder Woman asked.

Alex shrugged. "We'll think of something," he answered. "We always do." He smiled. "Thanks, again." With that, the Runaways turned, and headed off.

"I'll be heading off, too," Cyborg said. "It's a long drive back to Metropolis."

Superman smiled. "Don't be a stranger."

"Likewise, bro," Cyborg said. "Catch you on the flip side!" With that, he, too, headed off.

Smiling, Kara was about to turn to her cousin…until she felt an arm loop around her shoulders. "Well, I was planning on bailing," Pietro said, "but I suppose I could be…_persuaded_ to – _YEOWCH!!_"

His pick-up line ended in a howl of pain as Kara, her eyes blazing nova-red, grabbed his fingers in a vice-grip, and tossed his arm off of her. "Never, ever, _ever_ touch me without my permission!!" she hissed.

Terrified, Pietro started to back up. "I'd run if I were you, Pietro," Toad quipped.

Blob nodded. "_I_ wouldn't stick around." That was all Pietro needed; in less than a second, he was gone.

Scarlet Witch just chuckled. "Oh, yeah, Kal; your cousin is going to fit _right_ in, around here."

Superman smiled. "I guess _we'd_ better head home, too." With that, they all walked off, leaving the rooftop behind, and heading back to Bayville.

XXXXXXXX

_Xavier Institute_

In his study, Charles sat in his favourite spot by his window, sipping Earl Grey and watching the moon light up the night sky; with his students – all his students – now safe, he could relax…

He paused as he suddenly noticed his silverware start to rattle…as his window opened on its own. Charles just smiled knowingly. "Hello, Erik."

"Charles."

Looking up, Charles was in time to see his old friend levitate in through the window, to take the seat across from him. "I trust young Rogue is recuperating?"

Charles nodded. "Hank is confident she'll make a full recovery," he answered. "I must admit, I'm surprised you dropped by."

Erik chuckled. "It would be rude not to."

"So…what have you been doing?"

Magneto's smile became somewhat forced. "Preparing."

Charles felt a chill grip him at that. "For what?"

Erik sighed. "The end, Charles."

The chill's grip strengthened. "Erik…"

"I know what you are thinking, Charles," Erik replied. "I am not dying, nor am I suicidal, and I have no intention of re-igniting things." His eyes closed. "But when one is given prophecy, one ignores it at their own peril."

Charles sighed. "You are still obsessed with it."

"I will admit that my grasp of certain details was…flawed," Erik conceded, before his tone turned grave. "I focused only on Kal-El's part in it…and ignored the rest."

"What do you mean?"

Erik sighed. "Charles, Irene Adler's prophecy details Kal-El's role…but it _also_ describes the rise of evil in our world – it tells of 'the dark,' which Kal-El will do battle with. This is what I have been preparing for; once Kal-El faces his third trial, this evil will be upon us."

"Trial?"

Erik chuckled. "Already, he has faced – and passed – two of them," he answered. "The first was my use of the magnetic meteors, which I won't dwell on; the second was the rise of the Sentinels, and mutants' subsequent exposure."

Charles gulped. "And the third?"

Erik's expression mirrored his. "Irene only told of the arrival of 'another,' though I do not know what that could mean," he admitted. "I only know that, should Kal-El pass the third trial, the time of crisis will be upon us."

"Why do you think it a crisis?"

Erik's eyes closed. "I once sought Adler's guidance, following the wake of Genosha," he confessed. "Among other things, she told me that she cannot see the end of the prophecy, nor can she see beyond it; it will be the end of time as we know it."

Charles' eyes went wide; if this were true… "What have you discovered?"

Erik sighed. "Very little; whatever this evil is, it hides itself well," he answered. "I fear that Kal-El's presence has caused it to conceal itself to a greater extent than normal; we may not even know it until the crisis begins to break."

Charles slowly nodded. "I…I see," he whispered. "Will you keep me appraised of what you find?"

"As much as I can." Getting up, Magneto turned to go. "I wish you luck, Charles."

"And I you, old friend," Charles replied. With that, Magneto levitated himself, and flew out the window, leaving Charles with his thoughts.

XXXXXXXX

The infirmary was utterly silent as Rogue rested in her cot, with Remy sitting by her bedside, a grave expression on his face.

He had almost lost her, today.

Burying his head in his hands, Remy sighed to himself. '_Merde, LeBeau, you should've done this, a long time ago._'

Forcing a smile, Remy leaned over Rogue's bedside. "Mornin', _chere,_" he whispered. "Hope y' don' mind Remy disturbin' y' beauty-sleep – which, for de record, Remy don' t'ink y' need, but dat's b'side de point – on account o' Remy got somet'ing t' tell y'."

Taking a deep breath, Remy continued. "_Chere…_Remy almost lost y' today…and dat got Remy t'inkin.' _Chere…_y' be de most important _fille_…_non_, de most important _person_ in Remy's life. Remy wouldn' know what 'e'd do wit'out y'."

Remy sighed. "Look, _chere,_ Remy ain' too good at dis, on 'count dat Remy ain' never told dis t' anyone, even m' _pere_, but…de truth is…"

He took a deep breath. "…I love y', _chere._"

Remy closed his eyes. "Guess y' could say Remy's chicken, sayin' dis to y' while y' sleepin," he sighed. "Remy'll let y' sleep now; wit' any luck, 'e'll still 'ave de guts t' say it when y' wake up." With that, he turned to go.

"Remy…did ya mean that?"

Remy froze, as he slowly turned around, to find Rogue, her eyes open wide, staring at him. "Aw, _chere…_Remy didn' mean t' wake y'…"

Rogue's eyes narrowed in that beautiful glare that Remy adored. "Dammit, Cajun, just give meh a straight answer, fer a change!" she snapped. "Did ya mean it?!"

Remy just smiled. "Every single word, _chere._"

At that, declaration, Rogue's anger subsided. "R-Remy, I…"

"Ssshhh…" Remy soothed. "Remy didn' say it so y'd have t' say it back, _petite;_ Remy jus' 'ad t' tell y', dat's all. We can figure it all out _after_ y' get better, _non?_"

Rogue smiled lightly. "Okay."

Remy's smile grew. "Well, Remy suppose 'e's wasted enough o' y' time; Remy'll let y' _mere_ know y' up." He turned to go. "Sweet Dreams, Rogue…"

"_Marie._"

Remy paused. "_Quoi?_"

Rogue was lightly blushing. "Mah name," she whispered. "It's Marie…and so help meh, Cajun, if you _ever_ tell a soul..!"

Remy smiled charmingly, suppressing the urge to jump for joy. "_Chere_, Remy is de _soul_ o' discretion!"

Rogue's smile returned. "Good." With that, Remy headed out of the infirmary.

As he emerged from the infirmary, Remy found Superman, Wonder Woman, Green Lantern, Hawkgirl, J'onn, and Mystique waiting outside. "How is she?" Raven asked.

Remy smiled. "She's awake, and sounds fine."

J'onn also smiled. "That is good."

Green Lantern chuckled. "I'll say, J'onn; afer that, you're _both_ lucky to be alive."

Raven glanced to J'onn, smiling. "I…I never said thank you…"

J'onn's smile grew. "You never _have_ to, Raven."

Turning to Superman, Wonder Woman asked, "Kal, I meant to ask you: what _were_ thos devices you, Alison, and Kara used?"

Superman's expression turned grave. "We call them ZSPs: Zone Singularity Projectors," he answered. "They are capable of projecting a point of energy and negative energy that, upon interaction with matter, expands into a singularity that leads into the Phantom Zone; anything caught in the event horizon is sent to the Phantom Zone."

Green Lantern arched an eyebrow. "'The Phantom Zone'?"

"Remy don' like de sound o' _dat,_" Remy said.

Superman closed his eyes. "It was discovered by my people, aeons ago: a dimension of sheer _nothingness,_" he explained. "Initially, we used it a a method of matter storage…but it was later used to house our most heinous criminals…" he lowered his head, "…and on _very_ rare occasions, as a weapon; the last time _that_ happened…was on Kaeron Five, ten thousand years ago."

"Oh my God," Hawkgirl whispered. "I used to be stationed near that system; there were only _four_ planets there – the fifth was said to have been destroyed by a Gibborim incursion…"

"We had been mediating diplomatic relations between the Kaeronian civilization and the trans-dimensional Gibborim," Superman said. "We had thought we were reaching an agreement…until the Gibborim invaded Kaeron Five, and killed every last Kaeronian on the planet, so that they could use it as a beachhead for the _rest_ of the universe."

He lowered his gaze. "The Council of Twelve then decreed that the Gibborim were too grave a threat to ignore; from then on, every Kryptonian was authorized to use whatever means necessary to stop another active incursion, even if it meant setting aside the Law of Riona Prime," he whispered. "It allowed the Fleet…to neutralize the planet…"

"_Merde…_" Remy whispered.

"They cast the planet into that…'Phantom Zone,' didn't they?" Wonder Woman asked.

Superman slowly nodded. "Within 24 hours, every last Gibborim in the system fled back to their dimension, and were never heard from again."

Everyone was silent at that. "It sounds to me," Green Lantern said, "that your people were willing to make a tough choice, and most likely saved a lot of lives."

Superman smiled wanly. "Thanks."

Glancing towards the infirmary, Raven smiled lightly. "I…I should go check on Rogue." She glanced to J'onn. "Did you want to join us..?"

J'onn smiled sheepishly. "No, I…I wouldn't want to intrude…"

"Oh, okay," Raven said softly. "I'll…just be a minute." She started to walk into the infirmary…and then stopped.

Sighing to herself, Raven turned around, her expression firm. "Oh, _screw_ it!" With that, she strode over to J'onn, grabbed hold of his cross-belts, pulled his head down, and _planted_ one right on his lips. At first, J'onn was taken completely by surprise, but he gently enfolded Raven in his arms, and held her closer, to deepen the kiss.

Remy arched an eyebrow. "Well, _dat's_ somet'ing y' don' see ev'ry day."

Wonder Woman softly giggled. "Aphrodite works in mysterious ways!"

Superman chuckled. "Who says romance between teammates doesn't work?"

Remy couldn't help but notice the guilty expression Green Lantern and Hawkgirl gave each other, but he shrugged it off. '_LeBeau, ain't you had enough headaches for one day?_'

XXXXXXXX

_Undisclosed location_

"You have done well, Essex."

Bowing low in the shadowed headquarters his associates called home, Sinister held out the orb of absorbed mutant energies to his superior. "I live to serve the Master, Ozymandias."

The ancient stone mutant known only as Ozymandias nodded, taking the orb. "Things are proceeding well," he wheezed. "With this energy, Master Nur's revival will be assured…"

"…and Apocalypse will reign supreme," Sinister finished.

Ozymandias smiled. "Your associates at HYDRA suspect nothing?"

"Nothing, Ozymandias; the fools give me all the resources I need to search for the third key." He grinned. "Not only that, I am in the process of developing a virus that creates mutants…provided the victims survive."

Ozymandias's smile grew. "I am sure that Master Nur will reward such loyalty and cleverness," he said. "And what of the Kryptonian?"

"He will not be a problem," Sinister answered. "I am already taking precautions to neutralize both him and his technology."

"Good; see that you do not fail."

"Oh, I won't," Sinister promised, smiling cruelly. "_Nothing_ will stop the return of Apocalypse; absolutely _nothing._"

XXXXXXXX

_Coming Soon:_

_An escapee on the run leads Logan to a dark secret about his past…_

_As the Institute comes under attack, Clark and Alison's relationship will be tested like never before…_

…_as the terrible truth of Project: Galatea comes to light._

_Be there, when "The Sins of the Mother," are visited upon the children…_


	25. The Sins of the Mother

CHAPTER TWENTY-FOUR: THE SINS OF THE MOTHER

_Undisclosed location, March 29, 2009_

Deep in the bowels of the underground bunker, the silence was broken only by the faint _hum_ of electrical equipment, the _drip-drip_ of water from leaky pipes, and the _clop-clop_ of the boots of green-and-black-clad armed men, bearing the crest of a three-headed serpent: a _Hydra._

None of the soldiers took notice of one white-coat-clad female scientist, in her thirties, with long, chestnut hair, and green eyes, as she walked across the grated walkway overlooking the dozens of bio-stasis tanks to be used for the upcoming experiment; they all assumed she was part of that experiment, and paid her no mind…

…which was exactly what Dr. Deborah Risman was counting on.

Keeping her strides short, so as not to arouse suspicion, Deborah soon reached the chamber she'd been looking for…and froze as she saw a HYDRA soldier standing guard, outside. Taking a deep breath, she walked towards him. "I need access to X-23, soldier."

The soldier's eyes narrowed. "Authorization?"

"Deborah Risman, Head Researcher of Project: Weapon X-Prime," Deborah answered.

The soldier arched an eyebrow. "I thought X-Prime was being phased out."

"It is," Deborah answered, thinking fast. "I'm just here to perform some final examinations."

The soldier grunted. "Fine, fine; go ahead." Smiling, Deborah walked towards the door…before quickly drawing a syringe full of sedative and injecting the soldier in the neck; in seconds, he was out cold, and Deborah quickly dragged him into the room with her.

As Deborah set the soldier down, she turned towards the room's sole occupant, a fairly tall, slim girl, in her mid teens, with long, brown hair, and dark eyes, clad in a jet-black sneak-suit. Spotting Deborah, the girl's eyes widened. "_Deborah??_" she exclaimed. "W-What are you doing here? I thought you'd been reassigned..!"

"There's no time for that, Laura," Deborah answered. "I've taken out the guard, but another will be by, shortly; you have to go, now."

Laura's eyes went wide. "What do you mean? Do I have another mission?"

Deborah shook her head. "No, Laura; no more missions," she whispered. "Just survive; _that_ is your mission, now."

Laura's expression as confused. "I…I don't understand…"

"Laura, it isn't _safe_ here, anymore," Deborah said. "Once you're out of your room, take a left and head all the way to the end of the corridor; there, you'll find a ventilation shaft – it'll take you outside! You have to go, _now!_"

"But..!"

"Laura, _GO!!_"

At her harsh tone, Laura looked stricken, but her expression quickly vanished under the hard soldier's exterior that had been drilled into her; like lightning, she dashed out the door, darting off. Alone now, Deborah indulged in a relieved sigh; Laura would be safe, now…

"I wouldn't count on that."

Deborah's eyes went wide as she whirled around, in time to see Sinister walk into the room…accompanied by the head bitch herself, Madam Hydra, as well as the Winter Soldier. "I suppose I should have known you'd pull something like this, Risman," Madam Hydra sneered, smiling cruelly. "I knew you'd never be able to stay objective."

Deborah glared back at her. "_I _should have known you'd do this to Laura, Hydra," she spat. "After all she's been through…you just plan to…to throw her away?!"

Sinister chuckled. "Dr. Risman, the fact of the matter is that Weapon X-Prime is now officially _obsolete,_" he said. "_X-23's_ services are no longer required."

"And there's only _one_ way to leave HYDRA's services," Madam Hydra added. "In a _coffin._"

Deborah refused to back down. "You'll never find her," she said. "She's likely outside the base, by now..!"

"A minor inconvenience," Madam Hydra snapped. "We'll tie that loose end up, soon enough." She turned to the Winter Soldier. "Soldier, show Dr. Risman how HYDRA deals with _traitors._"

To Deborah's surprise, the Soldier hesitated. "Shouldn't we interrogate her, try to figure out where X-23 would go..?"

"It wouldn't do any good," Sinister said. "Beyond telling X-23 how to escape the facility, Risman told the girl nothing; she has no idea where X-23 will go, now."

"In any case, X-23 is a low-priority target," Madam Hydra sneered. "Our priority now is to complete Project: Galatea; once that's taken care of, we can destroy X-23 at our leisure." Her eyes narrowed. "Soldier?"

Slowly, the Soldier drew his revolver, and took aim. For a moment, Deborah saw into his eyes, saw his hesitation..!

_BANG!!_

Deborah had more than a few regrets, the biggest being her accepting a research position with HYDRA; as her life flashed before her eyes, she saw them all…and at the very end, she saw the one thing she _didn't_ regret: helping the girl called X-23 – who she'd named Laura – escape from here.

As her body hit the floor, a bullet-hole between her eyes, Deborah's last thoughts were of her surrogate daughter, who she hoped against hope would find safety…and then, she knew no more.

XXXXXXXX

_South Side Wharf, New York City_

The afternoon sun was bright over the water, causing the Atlantic Ocean to gleam sapphire as the lone cargo-ship glided into the wharf, heading for the docking-port. The entire wharf was quiet, save for the sounds of heavy machinery loading and unloading cargo containers, the same as they always did.

No-one noticed the sound of a small motor-boat over the din of the wharf; the tiny craft glided to a stop beside an empty part of the wharf, as two olive-skinned, dark-haired Hispanic men, one clad in black pants, and a dark grey tank-top, the other sporting a white sports jacket and matching pants, climbed out of it. "That the ship, Sosa?" one asked, in accented English.

"_Si,_ Ramon; that's it," the other said. "We'd better move; that ship has to go down before anybody catches wind of us." With that, the two of them reached into the boat…and withdrew two shoulder-mounted missile-launchers. "You'll hit the bow first; once you do, I'll take out the stern, _comprendes?_"

"Yeah, I got it." At his comrade's orders, the first youth lifted his launcher onto his shoulder, starting to take aim at the ship…

…but his view was quickly obscured…by a big, red 'S'.

"Did you two forget your boarding-passes?"

At that inquiry, the first youth lowered his launcher, his eyes widening in horror as he saw Superman floating calmly in front of him, his arms folded crossly. "If so, you'll need to check those things at customs."

"What are you waiting for, Ramon?!" the second shouted. "_Blast_ that _gringo!!_" The first thug gulped, as his finger started to tighten on the trigger…

He hadn't even half-pulled the trigger when a loop of gleaming gold snagged him by the wrist, as Wonder Woman hauled him up into the air. "Care to re-think that _monumentally_ stupid decision?"

Snarling, the second thug hoisted his own weapon onto his shoulder, and fired; instantly, a single missile shot out of the launcher, speeding towards the Man of Steel. As the missile shot towards him, Superman reached out and caught it, his hands digging into the metal hull of the explosive just below the detonator; at first, the missile pushed him back, but Superman simply lifted its nose-cone up, sending it lancing into the sky, where he destroyed it effortlessly with an eye-ray.

With Superman distracted by catching the missile, the second thug took that opportunity to run for his life. Seeing him flee, Wonder Woman was about to chase after him, but she stopped as she saw the first thug, still snagged by her lasso, start to frantically take aim at _her_ with his launcher…

Suddenly, a blue-white bolt of energy struck the launcher, knocking it out of the punk's hands. For a moment, Wonder Woman was startled, but she rolled her eyes as she saw a familiar red-and-gold silhouette approach her.

"_No need to thank me, gorgeous,_" came Iron Man's electronic voice. "_Just doing my job._"

"Good, because I wasn't _planning_ on thanking you," Diana snapped irritably. "I saw him reaching for his weapon, Stark; I was perfectly capable of disarming him."

Iron Man put his hand over his heart. "_Ouch; that hurt, Princess._"

After destroying the missile, Superman saw the second thug flee, and flew after him, his eyes flashing electric blue as he scanned the maze of crates the thug had slipped into…and smiled as he saw a familiar silhouette, before flying up above the crate-maze, to dart back down, right in front of the fleeing thug. Panicking, the thug tried to turn, but Superman unleashed a burst of his frost-breath, freezing the ground solid and taking away his quarry's traction…rendering him unable to dodge the spining, red-white-and-blue shield that shot towards him, knocking him off his feet, to land hard, out cold, as the shield ricocheted off one container, and then another, to return to the red-gloved hand that had thrown it.

Touching down in front of the crook, Superman chuckled. "Thanks for the assist, Cap."

"I could say the same to you," Captain America replied, as he walked towards the collared perp. By then, Wonder Woman had touched down, as well, followed by Iron Man. As Wonder Woman released the first thug from her lasso, the four of them promptly surrounded both crooks. "We've been looking for these two stooges for quite a while."

Iron Man nodded. "_Ramon Juarez and Miguel Sosa, former middle-men of Los Diablos Locos,_" he reported. "_When Fernandez went down, these two clowns went solo; recently, they've been linked to several international and domestic terror cells...including HYDRA._" Glancing to Superman and Wonder Woman, he added, "_You two saved us quite a bit of leg-work._"

"Well, when Beacon caught on that these two were planning a hit, we figured we ought to give the Avengers a heads-up," Superman replied. "They're all yours."

"Much obliged," Captain America said. "If we get anything out of them about HYDRA, we'll do what we can about passing the intel along."

"We appreciate it, Captain," Wonder Woman replied. "We'll leave you to it." With that, the two of them took to the sky, resuming their patrols, leaving the two Avengers to deal with their prisoners.

XXXXXXXX

_Xavier Institute_

The mood was sombre as Alex, Tabitha, Lorna, Bobby, and Kara, all in uniform, emerged from the Danger Room elevator, heading back to their rooms, sootied, sullied, and, with the exception of Kara, utterly _trashed._ "Worst…session…_ever,_" Tabitha panted miserably.

"I _hear_ you," Alex agreed. "Jean's aunt is some kinda _sadist_, and she gets _worse_ when Logan's around."

Somehow, Lorna managed to smile. "I think that's because she _likes_ him."

"Well, she's definitely his type," Bobby groaned. "_Evil._"

Kara sighed. "We probably could've won, if I'd _just_ been able to _fly..!_"

"Hey, don't worry about it, Space-Case," Tabitha teased. "It took _us_ all a while to get a handle on our powers, too."

"Tab's right, Kara," Alex agreed. "You'll be flying, before you know it."

At that, Kara managed a smile. "Thanks."

By then, they had reached the corridor that housed their rooms, prompting them to split up and head to their respective quarters. Entering her own room, Kara closed the door behind her, before changing out of her uniform and into a pair of pants composed of stiff blue material – "jeans," as they were called – and a simple white t-shirt. Her change complete, Kara headed back out of her room; with training over for the day, she wasn't sure what to do next…

"I take it you had a rough session?"

Turning, Kara stopped as she saw Anita behind her, casually leaning against the wall. "Rough enough," she answered warily.

Of all the students in the Institute, Kara felt the _least_ comfortable around Anita; after she'd enrolled, she'd gradually discovered the histories of all her fellow students…including the adopted daughter of the Latverian dictator. All the others may have accepted her, but Kara couldn't bring herself to trust the girl, despite the fact that she had made no open attempt to subvert her cousin.

To be honest, Kara saw _very_ little difference between this "Doctor Doom" and D'Ken.

Anita smiled in reply. "Don't worry; we all have those, our first few weeks."

"Your reassurance is touching," Kara said. "I assume you've said the same to the others?"

Anita shrugged. "No…but then _they_ didn't almost reduce Blaire to _tears_ on their very first try," she replied. "Anyone who can do _that_ is someone I wouldn't mind being friends with."

Kara rolled her eyes. "That was a _misunderstanding._"

"I'm sure it was."

Groaning to herself, Kara quickly changed the subject. "Has anyone heard anything from Kal?"

"I'm afraid not," Anita confessed. "The last anyone heard was that he was still on patrol." She shrugged. "Of course, I'm sure Blaire would know…"

But she was cut off, as a sonic boom echoed overhead. "Oh. Well, I suppose it's a moot point, then," Anita commented. Kara barely heard her, as she was already on the move, heading towards the approaching sound.

She knew _exactly_ where her cousin would go.

XXXXXXXX

After returning home from school, the first thing Alison did was check her e-mail. Dropping her knapsack on the floor next to her bed, she quickly logged in. '_Hmm…fan mail…spam…fan mail…hate-mail, say hello to trash bin…fan mail…_'

Alison's eyes narrowed as she saw the last e-mail she'd received. '_Oh, not THIS lunatic, again!_' With angry finality, she sent her "stalker-mom's" latest missive into the trash. '_How many times do I have to ignore this psycho before they take the freaking hint..?!_'

_You have just received an instant message from Share-Blaire._

Alison's eyes went wide, as she recognized the MSN ID; it was the stalker's ID. '_How on Earth did this loon find me..?_'

_Share-Blaire says: Alison? Honey, it's me. It's Mom._

Alison's expression twisted in sheer _fury._ Enough was enough. Hands shaking, she typed back.

_Care-Blaire says: HOW did you get this e-mail?!_

_Share-Blaire says: That doesn't matter now, sweetie. I'm so glad I finally found you…_

_Care-Blaire says: ENOUGH!!!_

_Care-Blaire says: The mother-act has OFFICIALLY gotten OLD, psycho!_

_Care-Blaire says: You are NOT my mother; you never WERE, and you never WILL be, so GET LOST!!_

There was a moment's pause before the stalker replied.

_Share-Blaire says: Alison, what do I have to do to convince you?_

Alison took great care not to pound the keys _too_ hard.

_Care-Blaire says: Lady – if you ARE a lady – there is NOTHING you can do._

_Care-Blaire says: You're not getting any money out of me, so stop with the e-mails; they're starting to clutter up my trash bin._

_Share-Blaire says: Alison, this has NEVER been about money…but I see that words won't convince you._

_Share-Blaire has sent you a picture._

Confused, Alison clicked on the sent file…and got the shock of her _life._

There, sitting on the screen in front of her, was a photo of her family, her _immediate_ family: her smiling father was on the right, with a tall, willowy woman, with long, light blond hair and blue eyes, clad in a white sun-dress and broad-rimmed hat: her mother. A six-year-old Alison was sitting in front of them, with the Kent farmhouse in the background.

_Care-Blaire says: Where did you get that?!_

_Share-Blaire says: Honey, I've always had it; it was the only thing I had of you and your father since I left._

Alison still wasn't buying it; for all she knew, her mother had sold that photo to this weirdo.

_Care-Blaire says: Where was this taken?!_

_Share-Blaire says: We took it on our second summer trip to Smallville, sweetie; Mrs. Kent took it for us._

Alison felt herself go pale, before she shook it off. This faker wasn't going to fool her…

_Share-Blaire says: We took it on the last day of our visit, and you were so sad to leave; you liked the Kent boy, Clark, didn't you?_

At that, Alison _froze_; there was no _way_ this loon could have known that – she'd _never_ told anyone outside her family, and later, her Institute family, about her childhood crush on Clark. The only possible way she could have known was…was..!

_Share-Blaire says: It's me, honey. It's Catherine Blaire; your mother._

Alison's hands trembled with shock as she typed.

_Care-Blaire says: Even if – IF – I were willing to COMPLETELY suspend reality and believe you are who you say you are, what makes you think I WANT to talk to you?_

_Care-Blaire says: My mother LEFT us. Without a word. Without a phone-call. Without a note, or even so much as a good-bye._

_Share-Blaire says: Honey, you don't know how hard it was for me to leave…_

_Care-Blaire says: What was so hard about staying? Dad never did ANYTHING to merit my mother leaving._

_Share-Blaire says: Alison, your father didn't do anything to make me leave; we were just too different…_

_Care-Blaire says: So you just abandoned your family, just like that?_

_Care-Blaire says: And now what? You think we can just patch things up, just like that?_

_Care-Blaire says: I was PERFECTLY fine without you._

_Share-Blaire: All I want, Alison, is to just meet with you, so we can talk._

_Share-Blaire: I'll be at Bayville Park, this afternoon; if you decide to come, I hope you'll meet me there._

_Share-Blaire has signed out._

Alison was visibly shaking as she signed out of MSN. '_I'm not going,_' she thought, suppressing a few tears of anger and grief. '_I don't care whether she's my mother or not; NOTHING is going to make me go…_'

"Ali?"

Looking up from her computer, Alison flinched as she saw Clark, in his regular clothes, standing outside her door; she hadn't wanted him to see her like this…

His expression concerned, Clark walked into her room. "What's wrong?"

Alison quickly turned away, trying to dry her eyes. "Nothing."

Clark didn't buy it. "Ali, 'nothing' wouldn't make you cry."

"Well, it's nothing that anybody needs to worry about," Alison snapped, willing her eyes to stop watering. "I'm not even going to bother with it, so no-one else needs to, either."

By then, Clark had moved to her side, and had placed his hands on her shoulders. "_Taushi…_"

The touch made it harder for Alison to keep quiet. "I am _not_ meeting with her," she murmured. "I don't _care_ what you say; she walked out of my life, and she's _staying_ out!!"

Clark's expression turned confused. "Who..?" he began…and then his eyes widened. "Ali…are you talking about that person who claimed to be your mother..?"

"She knows things, baby; things that no-one else could know. I have to admit, it's _possible,_" Alison whimpered, her tears starting to flow again. "But I don't _care!!_ I am _not_ meeting her!!" She buried her face in her hands. "Oh, _God_, why couldn't she have just _stayed_ gone?!"

She quickly found herself wrapped in her _tausha's_ comforting embrace. "_Alia_, no-one is going to make you do something you don't want to," he soothed, "but this is tearing you up inside! I know you don't want to hear this, but I think that, if you don't at least _try_ to come to terms with your mother, you'll _regret_ it."

Slowly, Alison lifted her eyes to meet his. "C-Clarkie…"

"Kal?"

Both Alison and Clark turned to see Kara poke her head in from around the corner. "Did…did I come at a bad time?"

Alison forced a smile, discreetly drying her eyes. "Not at all, Kara," she replied. "How did your session go?"

"Better," Kara said, "although I _still_ can't fly." She looked to her cousin. "Isn't there anything _else_ I could do to speed it along, Kal?"

"Sorry, Kara; flying takes time," Clark answered. "Your energy-transfer system is gradually acclimatizing to the yellow sun; you'll get there, soon enough. Just focus on keeping your feet ligh, and you'll be floating in _no_ time!"

Kara sighed. "I guess," she muttered. "Any progress on Kurox?"

Now it was Clark's turn to sigh. "It's slow going," he admitted. "The superficial damage is already repaired, but the phase-coil has to be built from the ground up; it's going to be another couple of weeks, at _least._" He shrugged. "In the meantime, I'm planning on re-working his shield-generator, as well as his defence protocols and armaments; something tells me that, when he's back online, he's not going to let us leave him behind on missions."

Alison softly chuckled. "You're probably right!"

Suddenly, Clark's expression collapsed, as it took on a faraway look that Alison knew too well. "Trouble?" Alison inquired.

Clark nodded. "A freighter's spotted several known pirate vessels off Somalia's coast."

"Sounds like you'd better get going."

Clark looked grave. "We can talk after I get back," he promised. "I know you'll make the right decision, _taushi._" With that, he gave her a quick kiss, before he zoomed off.

As her cousin left, Kara looked somewhat guilty. "I interrupted something, didn't I?"

Alison sighed. "There was no way you could have known, Kara."

Kara's expression didn't change. "Intended or not, I probably made it worse…"

Alison snorted. "Kara, it would be near _impossible_ to make this worse."

Kara blinked. "What do you mean?"

Groaning, Alison sat back down on her bed. "_That_, Kara, is a _long_ story…"

XXXXXXXX

_Bayville Internet Cafe_

By the time school had finished letting out, the Café was filled to the brim, as teens from all walks stopped by, to either surf the net, grab a coffee, chat with friends, or all of the above. As one of the current watering-holes of choice, it had gathered an impressive reputation.

Since the Café was so packed, no-one noticed the quiet, jean-jacket-clad, baseball-cap-sporting teenaged girl as she glided through the doors. Waiting for her turn, the girl sat down at a computer without a word, logged on…and discreetly plugged a ghost-drive into the terminal.

_Objective complete: infiltration achieved._

Her eyes narrowing, X-23 mentally checked off her unspoken objective as she searched the web, her ghost-drive keeping her activities discreet while boosting the PC's power enough to reach her target…

_Bingo._

X-23 kept calm as she hacked into HYDRA's main database, trying to find out what was going on; Deborah hadn't told her why she'd had to leave, why her former employers were trying to kill her. There were only two possibilities: either HYDRA itself was compromised, and someone was trying to destroy her from the inside, or Deborah had been about to defect, and take X-23 with her…and had been found out.

She had to find out what had happened; if she could determine who had infiltrated HYDRA, she could bring that intel to Command. She could let them know who the traitors were, and they would let her go on missions, again.

She had never been without missions; she didn't know what to do with herself, out here. Once she hacked the network, she could go back to…

X-23's eyes went wide as her search program finished running; it hadn't been able to identify any traitors…but it _had_ located another program, which had been running parallel to Project: Weapon X-Prime.

_Project: Galatea._

She was _obsolete._

She was being _replaced._

X-23 went numb as her program confirmed it; Deborah hadn't turned on her.

_HYDRA_ had.

X-23's hands were trembling. This wasn't right; it _couldn't_ be. Maybe HYDRA was just phasing Project: Galatea into active duty; maybe Weapon X-Prime was still running…

It wasn't.

Project: Weapon X-Prime had been terminated; the standing order was that all research was to be destroyed…including any remaining X-units. All remaining genetic samples were to be destroyed, including both X-unit tissue and DNA from donor…

X-23's eyes went wide. She'd never heard mention of a donor. Frowning, she delved deeper…and found it.

Her hands nearly jumped away from the keyboard. "_No…_" she whispered. It wasn't true; it _couldn't_ be true…

…but she knew it _was._ She'd never known why that other mutant she'd seen at the hit on the Galactic Councillor had claws, why he'd smelled familiar – like _her._

Now she knew.

_Alert: unauthorized access detected._

Moving fast, X-23 severed the link, removing the ghost-drive and logging out, before walking out of the café.

Her entire life had been a lie…and now she knew who to blame.

She knew of several small supply-caches HYDRA had hidden around Bayville – to be used in the event of a strike against the Xavier Institute…which was _exactly_ what she intended to use them for.

Because of him, her life was gone…and she intended to _return_ the favour.

XXXXXXXX

_Triskelion_

"General Fury?"

Standing in the command centre of the Triskelion, Nick Fury turned to face Ms. Marvel as she strode in. "There a problem, Lieutenant Danvers?"

Ms. Marvel shook her head, as she handed him a file. "No, sir," she replied. "I just received the latest report from Agent Pryor. I thought you might want to see it."

Arching an eyebrow, Nick took the file from her, and started to leaf through it…before he frowned. "So there's _three_ of them, now."

"Agent Pryor indicated that this 'Kara Zor-El' is significantly under-powered compared to Superman," Ms. Marvel observed, "but yes, sir, that is correct."

'_Well, if this kid absorbs power at the same rate as her cousin, that'll change,_' Nick thought grimly. "You've read this, I assume," he muttered. Carol nodded. "Your opinion?"

Ms. Marvel looked torn. "Well, sir, from what Agent Pryor has indicated, Kara seems to lean in the same way as her cousin; given time, we could very well be looking at _another_ Kryptonian in the Justice League."

"Swell." Skimming ahead, Fury's eye widened. "And what do you make of this 'Phantom Zone' technology?"

"To be honest, sir…I think that's a question better left to Dr. Richards."

Nick chuckled grimly. "You're probably right." He sighed. "Has the Senate seen this yet?"

"Not yet, sir; I thought I should bring it to you, first."

"Good call, Lieutenant." Snapping the file shut, Nick put his hand to his head. "Well, I suppose we'd better not keep Bob waiting…"

"General Fury!"

Arching an eyebrow, Nick turned towards the aide that had just rushed in. "_Now_ what?" he groused.

The aide quickly caught his breath. "Sir, we've just finished interrogating the prisoners; from what we've gathered, HYDRA had contacted them to assist in a strike in Westchester, and based on the increased chatter we're picking up, an attack could be imminent..!"

Nick grimaced; there was only _one_ target in Westchester that HYDRA would be interested in hitting. "Danvers," he ordered, "I want you, Rogers, and Stark on-site ASAP. This could all be a wild-goose-chase, but if HYDRA is going to hit the Institute…"

"No need to explain, sir; we're on it," Ms. Marvel replied, before she turned, and darted out.

Grimacing, Nick turned towards Comms. "Somebody get Xavier on the horn; if this is happening, those kids need to be ready!"

"We've been trying, sir!" the Comms officer cried. "There's no response; we think the lines have been cut!"

As the implications of that statement hit him, Nick felt his bile start churning. '_Oh, Jesus…it's already happening…_'

XXXXXXXX

_Xavier Institute, a few minutes earlier_

The afternoon sky was a bright blue over the Institute as the spring sun cast its rays over the newly-green grass. It was one of the warmer days, which had prompted several of the Institute's younger students to venture out into the back yard, with Krypto tagging along, as they started to toss a frizbee back and forth…

From his treetop perch across the road, the Winter Soldier saw it all through his high-tech goggles. Frowning to himself, he flipped open his palm-top computer, and began typing. _Stealth One to Command; have reached target. Are reinforcements in place?_

_Affirmative, Stealth One; strike-teams are standing by. Is the K in sight?_

The Soldier quickly switched his goggles into their thermal-scan mode; the interior of the Institute showed dozens of heat-signatures…with one significantly warmer than the others. Scowling, the Soldier zoomed in on it, and was surprised to find it within a female silhouette. _Negative, Command; the Boy Scout is elsewhere, but ther seems to be another like him, here._

_Understood, Stealth One; hold until you receive confirmation of G's presence._

Switching off the thermal-scan, the Soldier froze as a sonic boom shook the air…as a golden-haired blur flew away from the Institute. _Stealth One to Command: G has left the building._

_Acknowledged, Stealth One; proceed with mission._

By sheer reflex, the Winter Soldier hefted his sniper-rifle over his shoulder, fixing it on the three kids – Multiple, Husk, and the Russian kid's sister – playing in the back yard. His finger inched towards the trigger…

_They were just playing in the yard…_

The Soldier suddenly froze. Where had _that_ thought come from? Shaking his head, he lined up his shot.

_They were innocent…_

Gritting his teeth, the Soldier wiped the sweat from his brow. '_Get it together, Soldier! They're the target; you have a mission, now COMPLETE it!_'

_But that's not what James Buchanan Barnes would have done…_

The Soldier snarled, forcing his finger back to the trigger; his old life had _no_ meaning, now. He was the Winter Soldier. He had a mission, and he would _complete_ it…

His finger had been just about to squeeze when he spotted something out of the corner of his eye. Taking his goggles, he scanned the horizon…and his eyes widened. _Stealth One to Command; have spotted X-23 – she has breached target perimeter. Neutralize?_

There was a momentary pause. _Negative, Stealth-One. Allow X-23 to proceed; she now knows of her origins, so let her soften the target before you engage. Once she has done so, then you can terminate her along with the Institute._

The Soldier smirked. _Acknowledged, Command. Stealth One out._ Switching off his computer, the Soldier stealthily dropped out of his perch, before quietly heading towards the Institute.

If he was fast enough and quiet enough, he could get two birds with one stone…

XXXXXXXX

_International airspace_

The sky over the Atlantic was silent as Superman flew towards the Institute, with the Martian Manhunter on his right; with his patrol and J'onn's Monitor Womb duty over, they were both heading home after a hard day's work. '_So, J'onn, what are you up to, now?_' Superman mentally inquired, as a grin crossed his face. '_Do you and Raven have any plans?_'

J'onn just smiled. '_We had talked about doing a fly-by over the pyramids._'

Superman chuckled. '_Ali and I did something like that for our first date; I highly recommend it!_'

'_I'll remember that,_' J'onn sent back. '_And I'm sure that Alison will handle her little crisis without any difficulty._'

Superman's grin faded into a worried grimace. '_Did I do the right thing, J'onn?_' he asked. '_I thought that Ali should at least __**try**__ to reconnect with her mother – I know I'd definitely want to try if I got the chance to meet either of my birth-parents again – but should I have advised Ali to do the same..?_'

'_You left the choice up to her, Clark; that was the right thing to do,_' J'onn assured him. '_Alison will do what is best for her; you made her think of every possibility, and left it up to her. She'll be fine._'

Superman sighed. '_I hope so, J'onn; she was really upset…_'

His train of thought promptly stalled as his communicator started to beep, prompting Superman to stop in mid-flight as he answered the hail, with J'onn stopping to hover next to him. "Boy Scout here, Watchtower; what's the problem, Arthur?"

"_Clark, we just received a Priority One hail from the Avengers,_" Aquaman reported. "_You'd better hear this._" With that, the call went through.

"_Superman?_"

Superman's eyes went wide. "Cap?" he asked. "What's wrong?"

"_Superman, that prisoner we brought in just coughed up a very disturbing tidbit; if he's right, HYDRA could be planning a major strike against the Institute!_" Captain America answered. "_We tried contacting Professor Xavier, but we were unable to reach him; we have reason to believe that the lines have been cut!_"

Superman froze. "Is anyone en route?"

"_Carol, Tony, and I are heading to the Institute now; oue ETA is three minutes,_" Cap answered. "_We're hoping that this is just much ado about nothing, but we can't afford to take chances!_"

Superman nodded. "We appreciate the heads-up; we'll be on-site in _two_ minutes," he answered.

"_Understood; Cap out._"

As Captain America's line switched off, Superman switched back to the line to the Watchtower. "Arty, keep trying to establish contact with the Institute; let me know the _minute_ you make contact!"

"_Got it, Smallville; good luck!_"

Superman's expression was grim. "Hopefully, we won't _need_ it. Boy Scout out." With that, he ended the call, before looking to J'onn, who simply nodded gravely, as they both flew off, at double-speed, racing towards the Institute, hoping that this was only a false alarm…

…and knowing, somehow, that it _wasn't._

XXXXXXXX

_Xavier Institute_

The halls of the Institute were silent as Anita walked towards her room; after speaking with Kara, she'd decided to retire to her room, to do some reading. To be honest, she'd hoped to talk to Kal's cousin a bit longer; she'd been genuinely curious about Kryptonian society – its values, philosophies, and customs – and would have liked to hear from someone who had actually _experienced_ it.

After all, she doubted that Kal himself trusted her enough to confide that much in her…

She had just been rounding a corner, utterly lost in her thoughts when she collided with something much taller than her. "_Oof!_" Anita yelped, as she lightly staggered back, before she looked up, her eyes going wide as they intersected a familiar gaze.

Piotr's eyes were as wide as her own, his face reddening. "I-I am so sorry!" he cried. "I…I am not watching where I am going..!"

Anita quickly raised her hands, waving them in reassurance as she fought her own rosy tint. "No, no, it's alright!" she assured him. "I wasn't paying attention, either!" Her expression turned to a sheepish smile. "Now, if I was actually injured, _then_ it would be your fault."

Piotr's face only reddened, as he, too, smiled, scratching the back of his head bashfully. "Is always problem, back home; I am having too many left feet."

Anita couldn't help but laugh. "Dancing with you must have been quite interesting, then."

Her comment caused Piotr to join her laughter just as it sent her own mind into a tizzy. '_W-What am I doing?!_' she mentally cried. '_I-I'm not supposed to be…to be flirting with some boy like this! If Father finds out..!_'

"Princess Anita?"

Piotr's quiet inquiry stirred Anita out of her thoughts, drawing her towards his nervous expression. "This afternoon, I was…going to take 'Yana to Museum," he stated. "I…I am hearing that there is exhibit of famous Latverian artist being shown, this week." He took a deep breath. "I was wondering if…y-you likely have important things to do; I should not bother you…"

"No," Anita heard herself admit. "I have no plans."

Piotr expression turned hopeful. "Then…if you were not busy…would you mind coming with m – I-I mean, with us?"

'_You have a mission. You are here to learn of Kal-El; he is the man Father approves of. Just tell him no!_' Despite her mind's vehement objections, Anita hesitated. '_Say NO!!_'

"I…I would love to," Anita heard herself say, causing her mind to go silent.

Piotr's joyfully goofy smile couldn't help but evoke a smile from her. "_W-Wonderful!_" piotr exclaimed. "W-When did you want to..?"

"Am I interrupting anything?"

Anita and Piotr whirled around, both of them blushing fiercely under Madelyn's gaze. "N-_No!_" Anita cried, denying the conversation out of sheer reflex. "W-We were just talking!"

Piotr's response helped alleviate her guilt. "W-We were only discussing plans for today!"

Madelyn arched an eyebrow. "Really?" she asked. "It didn't look that way to _me._"

Anita's eyes narrowed crossly. "'How it looked,' Agent Pryor, is irrelevant, because it is _none of your business._"

Madelyn softly chuckled. "Temper, temper!" she teased. "I was just wondering if you knew where Logan got to, that's all."

Anita's ire promptly dimmed, to be replaced by a faint smile; it was no secret to anyone with eyes that Jean's aunt was quite infatuated with their instructor. "I am afraid that we haven't seen him, lately," she confessed.

Looking about, Piotr's gaze stopped on the corridor to their left. "There he is."

Turning, Madelyn smiled as she saw Logan striding towards them, his pace surprisingly quick. "Why, Logan, we were just talking about…"

"_Out!!_"

The terse reply startled Madelyn. "What?"

"_Out! Now!_" Logan barked. "_All_ of you!!"

Anita's eyes narrowed. "You may be our instructor, Logan, but that does _not _giveyou the right to..!"

Her voice trailed off as she was suddenly hit by a wave of nausea, sending her stumbling back, half-falling into Piotr's arms. "P-Princess, are you alright?!" Piotr exclaimed.

"That's what I was trying to _tell_ you!" Logan snapped. "We have to get _outside!_ We're bein' _gassed!!_" Nobody needed any more than that; quickly, they all ran through the corridor, fighting the effects of the knock-out gas as they headed for the exit.

Running through another corridor, they were faced with the unnerving sight of many of their comrades either coughing or unconscious, with only a confused Kara unaffected, emerging from her room. "W-What's going on?"

"Gas-attack, Flygirl; find Metal-Head and get to the main control center!" Logan ordered. "We need to get fresh air circulating, again! _MOVE_ it!!" At once, Kara darted off, heading further into the Institute, while the rest of them hurried outside.

By the time they had emerged from the gassed building, _everyone_ was whooping, now, trying to expel the gas from their lungs. Hearing their wheezes, Jamie, Paige, Illyana, and Krypto hurried over. "Logan, w-what's happening?" Jamie cried.

Logan hacked so loud he was mildly surprised he didn't see a lung fly out of his mouth. "Somebody gassed us, kiddo," he groused.

"Who could…" Piotr began, but paused as he coughed. "Who could do this?"

Before anyone could respond, Krypto started to growl, instantly alert. Illyana moved to his side. "W-What's the matter, doggie?"

Logan scowled. "If Pooch is on edge, then that can only mean..!"

_Paf!_

His statement was cut off as a silenced round speared through his skull, sending Logan falling to the ground, his entire body utterly _nerveless._ Illyana screamed in utter horror, while her brother quickly turned his skin to steel, stepping between her and the direction of the bullet. Paige promptly followed suit, shedding her skin and putting her ultra-dense self in front of Jamie, while Madelyn raised a TK-bubble around the rest of them. "Did anyone see where that shot came from?!"

Her eyes narrowing, Anita scanned the tree-laden horizon. "No," she muttered, as her gaze followed Krypto's, "but I think I know someone who _does._" With that, she let fly with a fire-bolt, sending it directly towards what the Superdog was looking at.

Seconds before the bolt hit, the brush rustled, as the black-clad form of the Winter Soldier rolled into view, evading the blast and coming right back onto his feet, his rifle lining up a shot…

Jamie was just a nanosecond faster. "Krypto, _sic 'em!!_" At that order, Krypto raced towards their attacker, utterly _rabid_, before pouncing at him; reflexively, the Soldier raised his rifle to block Krypto, but the Superdog's teeth tore into the metal with ease. He had almost bitten completely _through_ when the Soldier rolled back, kicking Krypto away, before grabbing his communicator. "Strike-Team, _move in!!_"

Instantly, a dozen more black-clad armed men raced out of the forest from all directions, completely surrounding them, as six black helicopters appeared on the horizon, closing fast. Out of reflex, the small group huddled together as their assailants closed on them. "Give it up," Winter Soldier ordered. "You're surrounded and outgunned, and your powerhouse isn't getting here in time; it's _over…_"

He was cut off as a pair of missiles seared past, overhead, zooming towards the choppers and striking two of them, detonating and sending them into fiery tail-spins. "_What the..?!_" The Winter Soldier's angry exclamation was cut off as the sleek Quinjet lanced through the air, to hover above them, flanked by Iron Man and Ms. Marvel. Taking careful aim, Ms. Marvel let fly with several force-blasts, forcing the black-clad dozen to scatter…and giving the leader of the Avengers the time he needed to leap out of the Quinjet, letting gravity rocket him towards his targets.

Seconds away from impact, Captain America shifted his shield in front of him, letting it absorb the shock as he plowed into one of the twelve, knocking him _well_ into oblivion as Cap rolled away, landing on his feet, his arm already pulled back to let his shield fly; the deadly disc slammed into one goon, and then bounced off another before returning to his hand. As the remainder of the strike-team turned, Anita let fly with a pair of spell-bolts, knocking the weapons away from two of them, allowing Madelyn to fold her barrier into a TK-wall, to _shove_ half of them clear across the yard. Readying another pair of fire-bolts, Anita was about to paste two more, but she spotted two goons closing on her from behind, forcing her to start to turn…but she needn't have bothered; with speed that belied his metal mass, Piotr had already closed on them, grabbing them by the scruff of their necks, and tossing them aside like garbage-bags.

With Madelyn's barrier down, Jamie charged towards one dazed thug, quickly generating three more copies of himself; as they reached their target, one Jamie slid under the guy, crouching behind him, causing him to trip as the second Jamie punched him in the stomach. Staggering back, the goon was promptly grabbed by the other two Jamies, who threw him directly into another thug, which stunned him long enough for an ultra-dense Paige and Krypto to close on him; snarling, Krypto flew towards the hapless thug, grabbing his collar, and _throwing_ him right into Paige's massed fist, which knocked him out cold.

As he retrieved his shield, Cap was just in time to raise it, barely blocking the knife of the Winter Soldier, who had closed on him with murder in his eyes. "You always have to save the day, _don't_ you, 'Cap'?!" the Soldier spat, snapping off a shoulder-slice. "Well, you're too _late_…as _always!!_"

Raising his shield, Cap blocked the slash. "They've got you going after _kids_, now, Bucky?" he accused, rolling the motion into a back-kick. "What did HYDRA _do_ to you?"

"_Don't call me that!!_" the Soldier exploded, dodging to the side and stabbing his knife towards Captain America, who deflected the blade with a sweeping motion of his shield, sending the Soldier rushing past him. "_Your stupid little sidekick is DEAD!!_" Before Cap could react, the Winter Soldier drew his sidearm. "Just like _you._"

Cap froze…and then smiled darkly. "I'm not the one you need to worry about." For a moment, the Soldier was confused…until he felt the warm breath of Wolverine on the back of his neck.

Logan's eyes were ice-hard as his healing factor finished pushing the silenced round out of his skull. "_That __**HURT**__, you rotten little turncoat._"

The Soldier howled in pain as three adamantium claws speared through the shoulder of his bionic arm, but it was drowned out by Logan's roar, as he ripped the metal appendage clean _off_, before throwing the Soldier across the yard.

Snarling, the Soldier struggled to his feet, clutching the empty space where his bionic arm had been, as the remainder of his team surrounded him. "Sir, we have to pull out!"

The Soldier's eyes narrowed. "_Not_ while he's still breathing!!"

"Sir, we have the Kryptonian on radar; he'll be here in less than two _minutes!!_ If we get caught..!"

"It's too late for _that_, Bucky," Cap said, as his two teammates touched down.

Logan popped out his other set of his claws. "Do yerself a favour and surrender, Barnes," he snarled, "'cause bein' brain-dead put me in a _**bad**__ mood._"

The Winter Soldier smirked cruelly. "Sorry, 'Jim,'" he spat, "but I think you have _other_ concerns." With that, he and his men drew several smoke grenades, and threw them, blanketing the yard with white haze; when the smoke cleared…they were gone.

Sighing, Cap turned towards the others. "Everyone okay?"

Glancing to her comrades, Anita nodded. "I believe so."

Carol arched an eyebrow as she looked to Logan. "How about you?"

Logan just grunted. "_Damn_, I need a beer."

Iron Man chuckled. "_He's okay._"

"What do you think Winter Soldier meant?" Piotr asked.

"Beats the hell out of…" Logan's voice trailed off, as his nose caught a scent.

A _very familiar_ scent. '_Son of a..!_'

Snarling, Logan raced back into the Institute, tracking the scent with all he had, ignoring the other's cries to stop.

He _had_ to know..!

XXXXXXXX

Seconds after separating from Logan and the others, Kara found Mark as he emerged from his room. "_Kara?_" Mark asked. "_What is happening? I am detecting significantly higher levels of hydrocarbons in the air…_"

"We're under attack!" Kara cried, as her hearing started to pick up the sounds of intruders approaching the Institute. "The Institute has been gassed, and we have to…_Mark, watch out!!_"

Kara's warning came seconds before a two-clawed hand punched its way through Mark's head; automatically, Mark reverted to a puddle at Kara's feet, allowing her to see Mark's attacker: a fairly tall, athletic-framed individual, clad in a fully black sneak-suit, their face hidden by a mask, with two metal claws extending from between the intruder's knucles, and a claw jutting out from the intruder's boots.

For a moment, Kara was startled, but her eyes quickly narrowed in fury, before he pulled back her fist and _struck_, sending the intruder flying across the hallway, cratering the wall, before sagging to the floor. Taking a breath, Kara started to relax…until the intruder leapt back up, apparently unhurt.

By then, Mark had reconstituted himself. "_Do you require assistance?_"

"I'm fine! Just get to the control room!" Kara shouted, as she darted towards their attacker. By then, the intruder had recovered enough to see Kara coming; with expert timing, the assailant leapt to the side…causing Kara to smash into the wall. Groaning to herself as she pulled away, Kara was just able to evade a slash from her opponent's claws, countering with a burst of frost-breath, which her foe managed to dodge. Once again, the assailant came at her, claws flashing, but Kara managed to catch her attacker by the arm, before she lifted the startled assassin off the ground, before spinning around and letting go, smashing her foe into the wall, once more.

At first, the intruder seemed dazed, but recovered eerily fast, leaping back up, claws extended…but suddenly froze, as a familiar _snikt!_ cut the air. Slowly, the assassin turned…to find Logan standing to the left, claws extended. "Bub, you have got some _serious_ explaining to do."

For a moment, the intruder was silent…before unleashing a clearly _female_ scream of rage. "_YOU!!_" she exploded, dashing towards Logan, her claws flashing. "_This is YOUR fault!!_" Logan ducked under her overhead slice, only to meet her left toe-claw in his gut. "_This happened to me because of YOU!! It's YOUR fault they did this to me!!_" She punctuated the sentence with a slash across his face, before pulling back to stab her claws between his eyes…

Her hand was fully back, ready to strike when the sonic boom shook the air, before iron-hard fingers clasped around her wrist. As she turned her head, her eyes met twin sky-blue orbs, narrowed in anger. "That's _enough,_" Superman snapped.

The young assassin was undeterred. "Stay _out_ of this!! You don't know what _happened_ to me because of _him!!_" Angrily, she raked her free claws towards his face…

_SCRRREEEEEEEEKKK!!_

The adamantium blades scratched harmlessly against Superman's right cheek, with the sound of nails on a chalkboard; the slash didn't hurt Superman, but it startled him enough to let go, causing the assassin to turn…and giving Logan the time he needed to pull the toe-claw out of him, his healing-factor quickly mending his wounds.

"_**My**__ turn._"

The assassin barely had time to react as Logan's claws flashed, slicing her torso, spearing through her shoulder, and then raking across her mask, before Logan finished with a back-kick, knocking her back a good ten feet…only to see her stand back up, as _her_ wounds started to mend, her scratched mask revealing a single brown eye glaring at them.

Logan scowled. "This is getting us _nowhere._"

"Agreed," Superman said. "J'onn?"

To her right, the assassin could only watch in alarm as the Martian Manhunter phased through the wall, his eyes glowing white. "_Sleep._"

The girl's eyes went wide as the psychic pulse hit her, her pupils dilating…before her eyes closed, as she toppled to the ground, completely out cold.

As he saw the assassin fall, Superman could only sigh. "Any idea what that was all about?"

"Beats the hell outta me, Flyboy," Logan muttered, "but I'm betting that HYDRA had something to do with it; we just finished tangling with our old pal Barnes."

Walking towards them, Kara let out a sigh of relief. "Well, I'm just glad it's over."

"_Is_ it?" J'onn's sudden inquiry startled them. "HYDRA suddenly attacked, out of nowhere, with nowhere _near_ enough force to destroy the Institute, gas or no, and then just _leaves?_ Doesn't that seem _odd?_"

His brow furrowed, Superman paused to consider his teammate's words. "Well, what could they have been trying to..?" he began…but his eyes went wide, as his hearing caught a scream on the wind.

In less than a _nanosecond_, he was on the move, darting out the window and into the air, tracking that cry to its source, his cry both a warning and a prayer.

"_ALI!!!!_"

XXXXXXXX

_Bayville Park, a few minutes earlier_

Minutes after flying out of the Institute, Alison touched down in Bayville Park, her thoughts racing as fast as her heart. '_This was a mistake…it's likely just a scam…I should just go home…_' she thought miserably, her eyes darting around, watching for any sign of her supposedly-returned mother.

'_Oh, God, I wish Clarkie was here._'

Shaking her head, Alison cleared her thoughts. Clark was right; if she didn't at least _try_ to resolve this, it would drive her insane. '_I had to do this myself; if I dragged Clark with me, my mother might put two and two together. I'll be okay…provided she actually shows up…_'

"Alison?"

At the sound of that voice – the voice that sang her to sleep, years ago – Alison _froze._ '_It…it can't be…_' Very slowly, she turned around.

She was clad in a long, light brown trenchcoat, with a light scarf covering her long hair, her eyes hidden behind dark sunglasses…but there was no mistaking her. "_Mom??_"

For the first time in many years, Catherine Blaire smiled at her daughter. "Hello, sweetheart," she whispered. "You've grown up so beautifully, honey."

Alison felt tears well up in her eyes, but she forced herself to stay calm. "It's…it's been a while, Mom."

Catherine's smile turned wistful. "Yes, it has," she agreed. "I'm…I'm sure you have a lot of questions…"

"Just one." Alison didn't even _try_ to keep the bitterness out of her voice. "_Why?_"

For a moment, Catherine looked panicked. "That's…difficult to explain, Alison…"

"What's so difficult about it?" Alison snapped. "I just want to know the reason behind you _abandoning your daughter_…and it had _better_ be a _good_ one."

Catherine looked stricken. "Alison…"

"What was it, your _career?_" Alison was shouting, now. "Were you falling out of love with Dad? Was having a kid just a _drag_ on you? What _was_ it, Catherine..?!"

A sudden sob interrupted Alison's tirade, her fury dimming as she saw her mother cover her mouth with a hand. "I…I have made so many mistakes with you, honey…" she sniffled, "…but…I just want to say I'm _sorry_, and…and that I want to try again." She extended a hand towards her. "Please, honey? Can't we try again?"

Part of Alison wanted to just walk away, right there, and it was surprisingly vocal about it…but Alison knew that she couldn't. '_I have to be better than that; I __**want**__ to be,_' she told herself. '_Clark taught me to be better than that._' "If you want to be part of my life, again," Alison said softly, "then…I guess I'd like that."

Catherine's smile returned. "_Thank_ you, honey," she replied, before extending her hand, again. "Now, I have something I'd like to show you; I've been doing some very important work, and I'd like you to be part of it…"

"_Whoa_, Mom; I said you could be a _part_ of my life, not take _over_ it," Alison said firmly. "I already _have_ a life with the Institute, and I don't plan on changing that, anytime soon." She turned to go. "If you like, I could bring you to meet the others at the Institute…"

Had her gaze lingered a second longer, she would have seen Catherine remove a small electronic device from her coat. "Oh, I'm so sorry, honey…but I just can't _allow_ that."

The sudden cruel shift in her mother's voice confused her…but not half as much as the sudden wave of sheer _agony_ that pulsed through Alison, causing her to topple. Alison could barely twitch, tears filing her eyes as she felt every cell in her _body_ suddenly catch on _fire._ Out of reflex, she reached to her mother. "M-Mom, _help!!_"

Catherine didn't even move; she just smirked cruelly. "Oh, just relax, honey; it'll be over, soon," she said, in that cruel parody of her earlier tone, before thumbing down the trigger again, sending _another_ wave of agony through Alison. Alison couldn't help but scream, before she collapsed, her vision going dark; the last thing she heard before blacking out…was her mother's voice.

"Come in, HYDRA Command; I need retrieval. We have our little Galatea."

XXXXXXXX

_Xavier Institute_

"Hank…are you _sure_ this is right?"

"I'm quite positive, Logan; I've triple-checked the results."

"But…_how?_ How is this _possible_, Dr. McCoy?"

"Well, Lt. Danvers…I'm afraid that we scientists have a term for that: _I don't know._"

The first thing that X-23 became aware of after regaining consciousness, other than the splitting headache, were the voices. She slowly opened her eyes, memorized her surroundings, and shut them again, so as not to give her status away; she was lying down, in what had to be an infirmary. Gingerly testing her arms, she found that she wasn't restrained; if she was lucky, she could sneak up on them…

"Logan, she's awake."

At the sound of that voice, X-23 scowled. _The Martian._

Seconds later, she heard the sounds of footsteps approaching her. "Okay, kid, you ain't foolin' anybody; drop the Sleeping Beauty act…"

It was _him._

With a scream of feral rage, X-23 leapt up from the cot, her claws extended, ready to rake them across Logan's face. Instead of meeting flesh, however, the adamantium blades crossed with another set of metal claws, as Logan blocked her slash with his own claws, pulling her arm to the side and holding it there, before meeting her glare with his own.

For a brief moment, X-23 held his gaze, briefly transfixed by the eerie resemblance his facial features had with hers…before she savagely headbutted him; she heard him curse as nasal cartilage collapsed, but his grip didn't waver.

The metallic chuckle of Iron Man drew her attention. "_Well, she's __**your**__ clone, alright, Logan._"

The tall Russian mutant – Colossus – looked grave at that. "My God…why would anyone do this?"

"The answer's right here, Russkie," Logan muttered, absently shaking his hand, causing their claws to grind together. "HYDRA figured that only a mutant with a healing-factor had any chance of surviving _these._" His gaze shifted back to her. "You got a name, kid?"

Her response was automatic. "X-23."

"That's a _codename,_" Siryn snapped. "We asked for your _name._"

X-23's eyes narrowed in defiance. "_X-23._"

"Don't waste yer breath, Princess; she's not gonna talk, anytime soon. _I_ sure wouldn't," Logan said.

Captain America still looked concerned. "Think she's got any more surprises in store for us, Jim?"

"I'm thinkin' no, Steve; besides that knock-out gas she had on her, it didn't look like she was carrying anything else," Logan answered. "Her _claws_ were all she needed."

The furry blue mutant – Beast – nodded thoughtfully. "Quite an effective little concoction," he agreed, rubbing his eyes. "I expect that most of the others will be incapacitated for another few hours…"

"…which means that HYDRA has a prime opportunity to strike," Captain America said, narrowing his eyes at X-23. "Is another attack imminent?"

X-23 just glared back at him…but her eyes went wide at Logan's statement. "I don't think she knows, Steve," Logan said. "Based on what I saw, I'd say this was _personal._"

The red-haired woman's eyes went wide. "Why?"

"Ain't it obvious?" Logan asked. "I'd say she found out what she _really_ was, went AWOL, and went after the closest thing that resembled the cause of her trouble," Logan answered. 'It's what _I'd_ do."

At that, X-23's teeth clenched in sheer _rage_, as she tried to pull free, to show him _exactly_ what she thought of their similarities…but she froze, as a sonic boom shook the air, before a red-blue blur darted into the infirmary.

Superman's expression was beyond grave as he came to a stop. "She's gone," he murmured softly. "I…I can't _find_ her..!"

That statement caused everyone to freeze. "Kal…what happened?" the Martian Manhunter asked.

"She…she was meeting her mother in the park…" Superman began. "I…I heard her cry out…s-she was in such _pain…_" His eyes closed tight. "By the time I got there…she was gone…but I was able to hear someone – her mother – mention…_Galatea…_"

Android's eyes widened. "_Query: during our encounter with HYDRA on Genosha, did we not find reference to a "Project: Galatea"?_"

"So what exactly _is_ this "Project: Galatea"?" the blond-haired girl – Kara – asked.

"I don't know," Logan answered, "but I think I know who _does._" He glanced towards X-23.

The mere mention of her "replacement" had caused X-23's eyes to go wide, which Logan had quickly picked up on. Frowning, X-23 looked away, her expression going sullen; she'd _die_ before giving any information up…

To her surprise, it was the Kryptonian who spoke next. "Where is she?!" he demanded. "Where are your superiors keeping her?!" X-23 simply glowered at him defiantly.

Her glower soon turned to an expression of surprise, as Superman's eyes narrowed in utter _rage_…before starting to glow a deadly nova-red. With a barely-suppressed roar, he grabbed her by the collar, lifting her off the cot, and _slammed_ her against the wall. "_I SAID, WHERE IS SHE?!!_" he exploded, as his eyes began to glow brighter…before the edges of X-23's collar started to smoke. "_You are __**going**__ to tell me where HYDRA is keeping her, or so HELP me..!!_"

"Kal, calm _down!_"

"_Easy_, son!"

The urgings of both the Manhunter and Captain America caused Superman to pause, his anger giving way to horror; slowly, the deadly glow of his eyes faded away, as he let X-23 down, before stepping back, covering his eyes with one hand. "I'm…I'm _sorry…_"

"It's okay, Kal," Beast soothed. "Heaven knows we're all frazzled by this turn of events."

As X-23 struggled to her feet, she froze as Logan moved towards her. "Okay, kid; you hate me. I get it," he said, his tone surprisingly soft. "I suppose after finding out you're just a science-experiment, you're entitled." His eyes narrowed. "But you're goin' after the wrong target, kiddo; this whole 'instant-assassin' thing _wasn't_ my idea. Hell, until now, I didn't even know you _existed._"

X-23's glare didn't waver.

"Fine; don't believe me," Logan muttered. "But use your _brain_, kiddo; when HYDRA's goons showed up, they weren't too keen on savin' your ass, were they? Looks to me like they've written you _off._"

His tone turned dark. "So, kid…what are you gonna _do_ about it? Are you gonna just crawl off, your tail between your legs…or are you gonna _thank_ them?" He smiled slyly. "I know what _I'd_ do."

X-23's glower faded into a sullen expression. "I…I never found out what Project: Galatea was," she whispered. "I tried to, but the data was too encrypted; all I could find out was that they needed the Blaire girl for it to work…"

Superman's tone was urgent. "Where are they running it?"

X-23 was about to deny that she knew…until she realized something. "They…they were refitting…"

"_Come again?_" Iron Man pressed.

"My base," X-23 said. "I was always based out of a single facility; a few weeks ago, they started refitting the equipment…"

"That _has_ to be it!" Ms. Marvel exclaimed.

Captain America nodded. "Widow, Giant Man, and Wasp should be back from their mission; I'll contact them and have them rendezvous with us."

Siryn looked around. "It would seem that we're the only students able enough for this mission," she observed.

"I'll contact the Watchtower; we can have a Javelin ready in minutes, and I think that Green Arrow and Wonder Woman should be available to assist," Superman said. "Colossus, Siryn, Android, Logan, Madelyn, Krypto, and X-23 will accompany us in the Javelin; Cap, you and your team will follow us in the Quinjet."

Kara's eyes narrowed. "You're not going without me!"

Superman was about to reply, but the Manhunter, sensing his thoughts, did so for him. "Kara, the others will be vulnerable until the gas wears off," he said. "I'll need you to remain behind to help me protect them."

For a moment, Kara looked rebellious…but she grudgingly nodded. "Fine."

Turning back to X-23, Logan arched an eyebrow. "Well, kid? What'll it be?"

X-23 was silent at that; if she agreed, she would betray her entire organization – she'd be on the run for the rest of her life…

…but what was the alternative? She'd _seen_ the truth; she was _obsolete._ Once Project: Galatea was phased in, she was _useless_…and she knew what the only way to leave HYDRA was.

Not only that, but Logan's words had struck something within her; HYDRA had _created_ her to be their tool, and had thrown her away when she wasn't useful, anymore.

_They_ had betrayed _her._

Slowly, X-23 closed her eyes…and made her decision.

XXXXXXXX

_Undisclosed location_

"Ugh…"

At the sound of her own piteous moan, Alison's eyes slowly fluttered open…and then immediately shut again, as residual agony flooded her senses. '_Oh, God, what __**hit**__ me..?_'

Her eyes snapped open in alarm as her memory returned: the park; her mother; pain…

Dragging herself to her feet, Alison looked around; she was completely alone, in a drab steel cell, completely empty, with only a door to decorate it. Her eyes narrowing, Alison knew she had to get out of here; she accelerated towards the door…only to find that her top speed was only a very _human_ pace. With a sense of growing horror, Alison carefully reached towards the wall, and rapped her knuckles against it; the wall didn't even dent, giving her only a sore hand for her trouble. Biting her lip in fear, she tried to summon a hard-light beam…and ended up with a headache.

Whatever had been done to her, it had robbed her of her powers.

Fighting the rising wave of horror, Alison tried to remain calm, to keep her wits about her; there _had_ to be something she could do, some way to let Clark and the League know where she was..!

Suddenly, the door to her cell opened, as four armed men, clad in green and black, strode through, keeping their weapons trained on her…before a terribly _familiar_ silhouette followed them.

As he stepped into the light, Sinister smiled cruelly. "Welcome, Miss Blaire," he said. "How nice of you to drop by."

Alison's eyes narrowed. "_Sinister,_" she spat. "I should have _known_; you turn up more often than a _cockroach._"

Sinister just chuckled. "Oh, to be wounded by that rapier Kryptonian wit."

His mention of her heritage shook Alison, but she refused to let it show. "So _that's_ why I'm here," she snapped. "If you think I'm going to let you use me in some sick experiment..!"

Sinister's chuckle became a full laugh. "Oh, _no_, my dear girl; I have _no_ intention of using you to create 'some sick experiment,'" he sneered. His smile grew _colder._ "Quite the _opposite_, in fact."

Alison's bravado faltered. "W-What do you mean?" she stammered, before quickly recovering. "W-What did you do to my mother?! How did you brainwash her into helping you?!"

Irony crept into Sinister's smile, as if he were privy to the punch-line of some cruel joke. "Why don't you ask her _yourself?_" With that, he stepped aside, allowing another HYDRA official, a woman, clad in a dark green bodysuit under a matching cloak, to step through, before lowering the hood of her cloak…

Absolutely _nothing_ – no training, no warning, no soft reassurances from her _tausha_ – could have prepared Alison for what she now saw.

Her hair was now a dark green, instead of the light blond Alison remembered; her suit clung to an elegant figure, but it was now considerably fitter; the eyes were the same, but they now gleamed with a viperish canniness, matching her serpentine smile; the only thing that was unchanged was her facial features, making it impossible for Alison to mistake her. "_M-Mom?!_"

The nightmare-woman with her mother's face chuckled cruelly. "Now, honey, didn't I _tell_ you that I had important work?" she mocked. "I hope you'll understand; I just _couldn't_ take 'no' for an answer."

Alison was still reeling from her mother's revelation. "Mom, what are you _doing?!_ How can you work for these…these _monsters?!_"

Sinister chuckled. "Should I leave the two of you alone, Madam Hydra?"

"Not at all, Essex; you were involved in our little endeavour as much as I was."

"W-What are you _talking_ about?!" Alison yelled. "Why did you _kidnap_ me?!"

Her mother – Madam Hydra – frowned. "I'll _not_ have any back-talk, young lady," she snapped. "I'm merely collecting on my investment; my _18-year-old_ investment."

A fresh wave of horror chilled Alison to the core. "What…what do you mean?"

Madam Hydra's cold smile grew. "One of our operatives in Wakanda stumbled across an artefact, years ago, that was _clearly_ the product of an alien civilization _aeons_ in advance of ours," she said. "He was never able to smuggle it out of the country, but he was able to determine that it arrived approximately 500 years ago…which coincided with an ancient record of what scholars _thought_ was a meteor-shower. Additional research revealed that, some time after that incident, records of individuals with superhuman abilities began popping up over the next hundred years."

Alison couldn't speak; she was talking about Kon-Lir…

"The truth was obvious; an extraterrestrial being, with powers greater than anything the human race was capable of, was stranded on Earth for about a century," Madam Hydra continued. "The possibility that this being may have left behind _more_ than a few trinkets _intrigued_ HYDRA."

Sinister's smiled turned gleeful. "Can you _imagine?_" he asked. "The chance to experiment with the DNA-sequence of a being _more_ evolved than humanity?" He chuckled. "I signed up the _minute_ she told me about it."

Alison gulped. "W-What does this have to do with _me..?_"

"Oh, my poor, silly child…it has _everything_ to do with you," Madam Hydra sneered. "Once we realized that humans were potentially walking around with alien DNA, our operatives infiltrated several medical clinics around the world, until we hit pay-dirt…with _Carter Blaire._"

Alison's mouth went dry.

"He had the highest percentage of unknown DNA out of every human we screened," Sinister chortled. "Granted, it was still less than 0.5 percent, but it was the best we could do."

Madam Hydra smiled evilly. "Carter was just finishing law school when we 'bumped into each other,'" she cackled. "The poor fool was panting after 'Catherine Blaire' before even a _year_ was out. One would think that a lawyer would be more careful with wedding vows; lucky for him, we were after his _genes_, not his money."

Alison felt her stomach start to churn. "Y-You mean..!"

"Your father never told you about your conception, did he?" Madam Hydra asked. "It took several years to conceive you; your father _thought_ that stress at work was affecting his 'performance'." She laughed cruelly. "Truthfully, he was a _lot_ better at it than I let on."

Sinister nodded. "Alien DNA was _much_ trickier to manipulate that human DNA," he admitted. "We needed to develop a way to amplify it…and Madam Hydra galdly provided test-subjects."

Madam Hydra shrugged. "I told Carter that I was just getting check-ups," she said. "He never doubted me for a second, and, several "miscarriages" later, we had the amplification method down."

Sinister frowned. "Even after amplification, the alien DNA present possessed only the genes that coded for the advanced abilities, not for any way to power them," he muttered…before smiling. "Fortunately, the X-Gene fixed that."

Alison couldn't speak.

"Once Essex had devised an X-Gene configuration that imparted phono-photic transmutation on its holder, we knew we were ready," Madam Hydra said, before she scowled. "Of course, using my womb as a maturation chamber was _hardly_ enjoyable, thank you very much."

Alison _finally_ managed to find her voice. "I…I was just…just an…_experiment_ to you..?!"

Madam Hydra acted as if she hadn't heard her. "Even after conception, there was still the matter of fine-tuning; a nip for blue eyes here, a tuck for the right metabolic rate there…why, I even had to keep up my charade of being an entertainer just to encourage you to seek out rhythmic sound to fuel your powers." Her smile turned _truly_ cruel, now. "And now, here you are, 18 years later: created from _nothing_, blessed with both power beyond mortal reckoning, and a beauty worthy to be the consort of a _god._"

She chuckled evilly. "A true _Galatea._"

Alison felt tears start to fill her eyes. "_No,_" she muttered. "_No!!_ You're _lying!!_ That isn't true!! _It CAN'T be!!_"

Madam Hydra sighed. "Nathaniel, could you give us a minute?" she asked. "We just need to have a mother-daughter _chat._" Nodding, Sinister turned, and walked out of the cell. "Well, now that you're back, he should be happy for a while," she added with a smile. "Once he has new DNA to play with, _nothing_ will distract him; it should give us a chance to talk."

Alison was visibly _shaking._ "I have _nothing_ to say to you!!" she exploded. "It…it was all a _lie_, wasn't it?! You…you _never_ cared about me, or about our family..!!"

Madam Hydra actually looked hurt. "Well now _that's_ harsh," she wheedled. "Of _course_ I didn't care about Carter…but I care _very_ much about _you_, Alison; you were my _prototype._ I needed to make sure that you were given the best opportunity to grow and develop your gifts; why else would I have waited until now to collect you?"

Her smile returned. "And I must say, you have certainly _surpassed_ my expectations; not only have you developed your abilities to an _exquisite_ degree…you have become a _sensation_ across the entire _world!_ Practically every young girl across this _continent_ want to _be_ you, and as for the boys…well, I needn't elaborate." She chuckled cruelly. "That fame of yours will be quite the asset for us, once Project: Galatea goes into full phase."

Alison's eyes went wide with horror as she realized what her mother – what _Madam Hydra_ – was saying; she intended to use _her_ as some kind of weapon for HYDRA…and in doing so, use her fame to garner more supporters from her fan-base.

In a matter of minutes, she had turned Alison's life upside-down…_no_, she had _taken_ her entire life – her gifts, her hopes, and her dreams – and _made them wrong_…but not _nearly_ as much as what she said next.

"But the _real_ accomplishment, sweetheart – the thing that sets you apart from just some lab-experiment – is that you managed to land a _pure-blooded_ one."

Alison froze. "I…I don't know what you're talking about…"

Madam Hydra just laughed. "Oh, honey, you don't think you can fool your _mother_, do you?" she sneered…before tossing a photograph at her feet.

The photograph taken of her and Clark, both incognito, at the New York Mall, at Christmastime, during her first year at the Institute.

"The minute that strapping Kryptonian of yours went public, I _knew_ he was your little boy-toy," Madam Hydra cackled, "and the fact that he came racing after you within minutes of our departure all but _confirmed_ it; we were lucky to escape when we did." Noticing her horrified expression, Madam Hydra laughed again. "Oh, don't act so surprised! Surely you'd expected me to check up on you, every now and then!" She smiled cruelly. "I must say, Alison, I _definitely_ approve…but I think we need to talk about that man of yours."

Slowly, Alison started to back away, her hands going behind her back; she'd felt her powers start to return to her, but she couldn't let Madam Hydra see her use them. "If you think for one _second_ that I'm going to help you, lady…you're _insane!!_" she shouted, as she readied her hard-light blast…

Madam Hydra frowned. "Well, you've certainly turned _saucy_ since I've been gone," she muttered, taking out the electronic device. "Mama _spank._"

The very instant she pressed it, a fresh wave of pain surged through Alison, forcing her to her knees. "_H-How..?_"

"Our research indicated that the alien life-form was innately susceptible to certain types of radiation," Madam Hydra commented idly. "Since Sinister was able to bypass the radiant-energy-absorption 'hurdle,' it was decided that we would need a means of…_controlling_ our little Galatea." She held up the device. "HLF: _Hyper-_Low Frequency. Your body can accept and absorb almost _all_ frequencies of sound…but when it encounters sound-waves in the 1-2 Hertz range, it _shuts down._" She shrugged. "I imagine that you must be feeling what your beau feels when exposed to that green rock." Her eyes narrowed. "Speaking of which, he surely doesn't wear those tights _all_ the time; what does he do in his off-hours? _Tell_ Mama."

Cringing, Alison managed to find her voice. "_Go to hell!!_"

_Click!_

Alison screamed as another surge hit her. "We already know about his little cabana up north, honey," Madam Hydra said, ignoring Alison's cries entirely. "I think it's _terribly_ rude of him not to invite his future mother-in-law for a visit." She smiled cruelly. "_Tell_ me about it; how does that technology of his work?"

"_**No!!!**_"

Madam Hydra scowled. "Well, I _never_ imagined that _my_ daughter could be so _obstinate,_" she snapped. "You're _grounded_, young lady; you're not leaving this room until you decide to co-operate." With that, she pressed the button again, before turning to go.

Alison screamed as the agony-wave hit her…but unlike the others, _this_ one didn't dissipate; the HLF waves continued to pummel her without mercy, while the monster that was her mother ignored her cries completely.

As painful as the HLF barrage was, it was _nothing_ compared to the horror of today's revelation.

Her entire life – her past, her dreams, and her gifts…

…it was all a _lie…_

XXXXXXXX

"I don't like this."

As the Javelin-1 hovered over the covert HYDRA facility, hidden far underground in the New York countryside, its stealth-mode engaged, with the Quinjet hovering alongside it, Superman's statement cut the silence as he guided the craft. "How do we know that this…'X-23' won't knife us in the back?"

"We ain't got a lot of choice, Flyboy," Logan said. "We need eyes in there; if we go in blind, HYDRA could bail, and take Diva with 'em."

Green Arrow nodded. "He's got a point, Big Blue."

Superman was still stricken. "I just…I _hate_ the idea of waiting here, doing _nothing..!_"

Diana's reassuring hand was on his shoulder in seconds. "We _aren't_ doing nothing, Kal," she soothed. "We are holding position until we know for _certain_ where Alison is; once we do, we can retrieve her without delay."

Superman's eyes were shut tight. "I…I can _hear_ her, Diana," he whispered. "They're…they're _hurting_ her…"

"We will save her, Kal," Colossus promised.

Reaching for the communicator, Siryn hailed the Quinjet. "Captain, have you heard from our little infiltrator?"

"_She's en route, now,_" Cap replied over the radio. "_Once the package is delivered, we move in as soon as we get the intel._"

Superman's grimace returned. "Provided we can trust her."

Logan chuckled. "Flyboy, you can trust her as much as you can trust _me._"

Green Arrow smirked. "_That's_ supposed to make us feel better?"

Logan's raucous laughter answered his teammate's quip, but it did little to calm Superman's nerves.

His _taushi_ was in pain…and the only way to save her…was to trust a member of the same organization that had _done_ this to her…

XXXXXXXX

Deep in the New York woods, a single, metallic bunker stood amidst the trees, looking to all the world like a simple power substation, save for the two green-and-black-clad soldiers guarding it; as they stood at their post, the two HYDRA grunts sighted to themselves. "Man, this blows," one muttered.

"You said it," his comrade agreed. "You can't get more boring than auxiliary entrance-duty; there oughtta be a _law_, or something…"

His complaint died in mid-breath, as a faint rustling shook the underbrush. At once, both grunts trained their weapons on the source. "_Halt!!_ Who goes there?!" the first shouted. "State password!!"

"Cut one down, two more rise."

Seconds after that female voice stated the proper password, a young, brown-haired girl, clad in the black jumpsuit of their stealth-operatives, walked into view. "Stealth and Assassination Unit X-23 reporting."

"'X-23'?" the second grunt muttered. "Wasn't Weapon X-Prime getting shut down..?"

His comrade was one step ahead. "Command, this is Sentry One," he spoke into his communicator. "We've got a Stealth Unit 'X-23,' up here; are we expecting anyone back with that designation?"

"_Command here, Sentry One; X-23 is considered AWOL. Extreme force is authorized._"

Instantly, both guards trained their weapons on X-23, who simply arched an eyebrow. "I am returning to base, as protocol dictates; is there a problem?"

"You're AWOL, missy," the first guard snapped. "By all rights, we should..!"

"I was given faulty intel," X-23 replied. "Dr. Risman gave me orders that I later determined were false. After determining that I had been deceived, I attempted to rendezvous with the strike-team assaulting the Institute, but they were repelled before I could reach them. Given the circumstances, I opted to complete their mission before attempting to return alone."

The first grunt switched on his communicator. "You catch that, Command?"

"_Affirmative, Sentry One. Bring X-23 in for questioning; if she resists, you know what to do._"

"Acknowledged, Command." Swiping his key-card through the door, the first grunt opened the bunker, before waving the girl through with his automatic. "Come on." Nodding, X-23 followed the guard into the bunker, heading deep into the metallic corridor beyond, stopping at the elevator that led to the lower levels of the complex. Frowning to himself, the guard took out his key-card once more, before walking to the elevator to swipe it through, causing him to take his eyes off X-23 for only a second…

The very moment that he did, X-23 quietly opened her sneak-suit's pockets, allowing what _looked_ like a tiny fly to flit out of one, while a silvery metallic glob oozed out of the other, following the fly as it zipped down an adjacent corridor. As the elevator door opened, the guard turned back to his charge, before leading her inside, completely oblivious to what had just transpired.

As they headed down the side-corridor, the miniaturized Wasp checked her wrist-scanner. "Mark, I'm detecting two thermal-signatures around the corner to our right; that must be the computer-station X-23 told us about!"

"_Undoubtedly, Dr. Pym,_" the liquid-state Android replied as he oozed along below her. "_If my sensors are correct, a water-line is passing directly above us; once we reach our target, I should be able to override its safeties, allowing the flow to amplify your sting-blasts._"

Wasp nodded. "Sounds like a plan."

Around the corner, two HYDRA soldiers idly stood guard, remaining oblivious to the tiny fly flitting behind them, as well as the silvery glob climbing up the pipe to their left. The glob slid along the ceiling-pipe, stopping at a sprinkler, before merging with it…and unleashing a torrent of water-droplets on the men below. The two soldiers shouted and cursed, but their cries turned to silence as Wasp fired two bio-electric stings, which were triply amplified by the water, shocking the two guards into unconsciousness. Once the view was clear, Wasp resumed her normal size, while Android dropped down from the ceiling, reconstituting himself in seconds, before snapping a metal tendril towards the door-control, decoding the lock, and opening the work-station, allowing them inside.

As soon as they were inside, Wasp darted to the main console, her hands gliding over the keys, while Android swiftly merged himself with the computer, disabling the password-locks. "Okay…it looks like the main prison-blocks are here, on the lowest level, a few metres away from this vehicle-bay; there's quite a few, so we'll have to search fast," Wasp observed. "The bay is heavily guarded, and the only way in is through the main hatch above, leading outside."

"_Based on the hatch's specifications, Dr. Pym, your husband's mass should cause it to collapse, given a running start._"

Janet allowed herself a quiet chuckle. "Hank would _love_ that." Her eyes narrowed as she spotted another large area, on the level directly above the prison-block. "Hang on…what are all these specimen-tanks for?"

"_I have observed these tanks, as well, Dr. Pym; the data surrounding them is highly encrypted. I am attempting to access the files, but it may take time; so far, I have determined that they are part of Project: Galatea._"

Wasp blinked. "What could this…'Project: Galatea' _be?_" she asked aloud. "The only thing _these_ kinds of tanks are good for is…"

Janet's eyes went wide at her realization, before she switched on her communicator. "Steve, we've got a _problem!_" she cried. "Whatever this 'Project: Galatea' is, it's using the same kind of tanks used in Project: Rebirth!! We need to destroy those things, _A.S.A.P.!!_" She quickly sent the data they'd uncovered to her teammates. "There's a small ventilation tunnel a few clicks south of your location that leads to the main storage area; while the initial strike-force breaches the vehicle-bay, the rest of you should be able to get in quickly and take them out!"

"_Understood, Janet; where will Superman's team breach the facility?_"

"The main vehicle-bay is two clicks north of your position," Wasp answered. "My hubby should be able to break through the hatch and allow the strike-team to gain access."

"_Acknowledged, Wasp; you and Android should head to the storage area. We'll meet you there._"

"Understood. Wasp out." Switching off her communicator, Wasp turned towards the door, while Android separated himself from the terminal. "You heard Cap; we need to move, _now._" With that, the two of them hurried out of the terminal, heading towards the storage area…seconds before the entire facility _shook._

Despite the grave circumstances, Wasp couldn't help but smile; HYDRA had made a _huge_ mistake in kidnapping Superman's sweetheart, and now it had come back to bite them _square_ in the ass. '_Heaven __**help**__ them…_'

XXXXXXXX

_A few minutes earlier_

Deep beneath the earth's surface, dozens of HYDRA-employed engineers were hard at work within the base's vehicle-bay; countless mechanical loading-cranes clanked and whirred, prepping light shuttle-craft for launch. As soon as their cargo was loaded, they would depart…

"_CANNONBALL!!!!_"

That enormous voice echoed through the entire bay…seconds before the closed hatch above completely _collapsed_ under the massive weight of Giant Man, as he cannonballed himself into the vehicle-bay, crashing through dozens of HYDRA aircraft, to smash into the bottom level with the force of an _earthquake_, sending dozens of HYDRA personnel flying, before resuming his normal size. "Ugh…never doing _that_ again…"

By then, the second wave of HYDRA personnel had moved in, and were targeting Giant Man from all levels of the bay…but before they could squeeze off a shot, two blurs – one red-blue, and one red-white – darted out of the sky, flying into the base at supersonic speeds. With pin-point accuracy, the red-blue blur fired several beams of nova-hot energy, searing dozens of defence-turrets into useless slag, while its red-white companion darted towards a loading-crane, slowing as it did; once he'd reached the crane, an angry Krypto grabbed it with his teeth, before he ripped it _clean_ out of its foundation, and tossed it into a cluster of aircraft, utterly _demolishing_ them.

Seconds after Superman and Krypto made their attack-run, Iron Man, Wonder Woman, and Ms. Marvel flew in after them. Targeting numerous gun-turrets with his armour's HUD, Iron Man let loose a salvo of micro-missiles, blasting half of what Superman had left behind into kingdom come. Spotting an incoming missile, Wonder Woman let fly with her lasso, snagging it and spinning it around, sending it straight back towards the turret that had launched it, blasting it into pieces. As the blast cleared, Ms. Marvel dove straight through, smashing through the metal wall and emerging into the small control-center that operated the turrets. The two HYDRA guards within tried to run, but Carol quickly dispatched them with a one-two punch combo, before turning to the computer console; within a matter of minutes, the automated defences in the bay were deactivated.

After blasting half of the turrets in the bay, Superman flew towards the bottom level at top speed, landing with enough force to literally _ripple_ the metal floor; the shockwave from his landing easily knocked down any HYDRA personnel that had been getting back up, as well as bouncing the normal-sized Giant Man into the air. "_Jeez,_ kid, _warn_ me when you're going to do that!"

Superman barely heard him; his ears were already straining to hear Alison's cries of agony, his frown deepening as he unsucessfully tried to get a fix on her – his _taushi's_ cries were reverberating off the metal walls, throwing his hearing off. Seconds later, Krypto touched down next to him, just in time to hear his master's orders. "Krypto, _find Alison!!_" At once, the Superdog's nose went to the floor, sniffing repeatedly as he pored over it; walking past one corridor, he stopped, and barked repeatedly.

_Bingo._

"I'm going after Ali!" Superman shouted, as his comrades touched down. "The rest of you follow when you can!"

Wonder Woman looked stricken. "Kal, wait..!" But she was talking to the wind; Superman and Krypto had already darted off.

As Superman raced through the corridor, he saw several steel bulkheads slam shut ahead of him; his eyes narrowed angrily, as he doubled his speed, smashing through them easily. Seconds later, he spotted several squadrons of HYDRA thugs scramble to intercept him, firing their automatics at him; shrugging off their bullets, he unleashed a focused burst of gale-breath, sending the entire squadron flying as he zoomed past.

He was in _no_ mood for games.

In a matter of seconds, he and Krypto reached the cell-block; now Alison's cries were all but _deafening._ "_Ali?!_" Superman shouted. "Ali, can you hear me?!" There was no response; only more screaming. "_Alia!!_"

Closing his eyes, Superman _concentrated_, blocking out every other sound, focusing on his _taushi's_ voice; his ears caught one echo, tracing it back to a metal wall, following its reverberation off the ceiling…then the floor…then through a metal door…

_To the left!!_

Racing to his left, Superman slammed his fist through the nearest cell-door…and found Alison, lying on the floor, screaming as she writhed in agony, all alone. "Ali, what's wrong?" Superman cried, but Alison couldn't hear him. It didn't make sense; there was nothing here – no-one was torturing her…

Suddenly, Krypto began to whine, as he walked to the far wall, and began to paw at it; he _heard_ something. For a moment, Superman was confused…until he heard it: a low, continuous tone, at the very outermost limits of his hearing. He'd almost missed it…

…but it was hurting Alison, somehow.

His eyes narrowing, Superman fired his eye-rays, slicing a section out of the wall, revealing a sub-sonic emitter – _it_ was the source of the sound. Ripping it out of the wall, Superman smashed it to pieces with one clap…and the sound _stopped._

Slowly, Alison's screams subsided to a pitiful whimper. "K-Kal?!"

Superman smiled gently at his beloved. "Hey, baby."

Alison sniffled. "I…I didn't tell them…" she whimpered. "I…I didn't tell them anything…"

"I know you didn't," Superman soothed. He walked towards her, his hand extended. "Let's go home…"

"_No!!_"

Alison's cry took Superman complete by surprise; his eyes went wide as Alison backed away from him, while Krypto began to whine. "_Taushi…_what's wrong..?"

"Stay back!" Alison wailed. "D-Don't touch me! You…y-you don't know what they've _done..!_"

Superman's gaze saddened. "_Alia…_there is _nothing_ that they could have done to you that would make you repulsive to me," he whispered.

Tears began to freely fall from Alison's crystal eyes. "It…it was all a _lie…_"

"_What_ was, _taushi..?_"

Alison never had a chance to finish, as Superman's comrades finally caught up to him. "_Well, it looks like you've got things under control, here,_" Iron Man noted.

Wonder Woman nodded. "Perhaps we should assist the others?"

"We'll have to be careful; Ali's in shock," Superman said, as he easily lifted the weakly-protesting Alison into his arms. "Just a little longer, Ali," he promised. "Then we can go home." With that, they hurried out, heading after the others as fast as they could go.

XXXXXXXX

X-23 had only been in the elevator for a minute when she felt the blast ripple through the base; the lights in the elevator flickered, as the entire elevator-shaft rumbled. Her escort cursed violently, but X-23 remained calm.

Everything was going according to plan.

After another few minutes, the elevator opened into a vast chamber, filled with dozens upon dozens of empty fluid-filled tanks, linked together in metal scaffolding. Just ahead of her, flanked by two dozen armed men, were Madam Hydra, Sinister, and the Winter Soldier, complete with a new bionic arm. Spotting her, Madam Hydra smiled. "Well, X-23, I must say you surprised all of us," she said. "For a moment, we'd thought you'd gone AWOL."

"I was given faulty information, ma'am," X-23 replied tersely. "Upon determining that Dr. Risman was lying, I initially attempted to rendezvous with the strike-team at the Institute; failing that, I opted to return personally."

"How commendable," Madam Hydra commented. "And I am given to understand that you neutralized the Institute?"

Her sarcasm was only enhanced by another explosion elsewhere in the base. "I had thought that I had done so," X-23 said, thinking fast, "but I was clearly mistaken."

The smile had left Madam Hydra's face. "It's not like you to fail, X-23." Her eyes narrowed. "And I can't help but notice that this attack came just _minutes_ after you returned…"

Sinister chuckled. "Oh, _must_ we carry on this farce? We all _know_ she's _working_ with them!"

At Sinister's statement, X-23 knew she had to act now; popping out her claws, she charged at her ex-employer…only to have her torso pierced by a barrage of bullets, ripping dozens of holes in her and sending her falling to the floor. "I suppose you're right," Madam Hydra commented. She took out a revolver and handed it to the Winter Soldier. "Handle this, Soldier."

As X-23 grimaced, feeling her wounds start to heal, she was surprised to see apprehension on the Soldier's face. "Hang on, Hydra; I don't think this'll do it. I put a slug in _Logan's_ head, and even _that_ didn't stop him..!"

"_This_ one will," Madam Hydra said. "The rounds are magnesium-tipped, and burn hot enough to melt through _adamantium_; once they burn down, they explode, dispersing a suspension of adamantium and cyanide. Even _if_ she recovers from the poisoning, the hardened adamantium will clog her cerebral cortex, stopping her _cold._"

Slowly, the Soldier raised the weapon; his finger inched towards the trigger…but didn't squeeze it.

Sinister arched an eyebrow. "What's the matter, Soldier? _Surely_ we aren't having second thoughts…"

The Soldier's face was pale, his expression stricken. "I…"

He never had a chance to finish, as silenced rounds pierced the shoulders of two of their guard detail from the side, sending them dropping to the ground screaming. At once, the remainder of the detail opened fire, but their shots spanged harmlessly against Captain America's shield as he darted ahead of Black Widow. To Cap's left, Green Arrow drew a pair of mini-crossbows, opening fire on the detail, bringing three more down with electro-shock bolts. Three more goons charged towards the advancing intruders, but they found themselves quickly disarmed as Madelyn telekinetically yanked their weapons away, allowing Wolverine to charge through them, his claws flashing, leaving them crumpled on the floor, moaning in pain.

Madam Hydra's smile evaporated. "Perhaps we should take our leave."

"Yes, I think we have what we came for," Sinister agreed. With that, the two of them turned and fled, while the Winter Soldier and the remainder of the guard-detail followed, providing covering-fire.

By the time X-23's wounds had healed, Wolverine was at her side, helping her up. "You okay, kid?"

X-23's tone was firm. "They're getting away."

Wolverine grinned. "I don't think so." He turned towards Siryn. "Princess?"

At Wolverine's instruction, Siryn took a deep breath, before unleashing a sonic scream, blasting the remainder of the guard-detail clear across the room, and shattering a half-dozen of the glass tanks. With the way clear, Cap pointed after the fleeing Sinister and Madam Hydra. "After them!" he shouted. "Take out as many of those tanks as you can, but _don't_ let them get away!" With that, he raced after the two of them, letting fly with his shield, taking out two HYDRA soldiers that moved to intercept him, and smashing two tanks before retrieving it. Black Widow quickly followed him, her silenced revolver spitting bullets at glass tanks, shattering them easily. Spying another guard charging at them, she drew a vibranium blade and let it fly, slamming it into his shoulder with pin-point accuracy and sending him crumpling to the floor.

Running ahead of his comrades, Colossus turned himself into a living wall, allowing any stray shots to bounce against his metal skin, while Siryn let fly one spell-bolt after another, shattering tank after tank, as Green Arrow drew his long-bow and fired multiple arrow-clusters, until glass rained down like a crystal storm. Frustrated, the three guards shooting at them tried to charge, but Colossus simply raised his arms, knocking his attackers back with a double-clothesline as he rushed past, making them easy prey for Wolverine and X-23.

As their tanks shattered all around them, Madam Hydra and Sinister raced through the room, heading for the exit; they were only a minute away from escaping…until a deadly red beam sliced through the ceiling, carving a circular hole in it, before Superman and his team descended, accompanied by Wasp and Android, blocking their escape. Superman's eyes narrowed as he glared at Sinister and Madam Hydra, setting Alison back on her feet. "I suggest you two give up, _right now,_" he growled, with iron in his voice. "Your little experiment is _finished._"

Sinister just smiled. "This experiment was finished _long_ before you got here, fool," he sneered, pointing towards Alison. "The evidence of that is standing right beside you!"

Superman's firm gaze momentarily wavered. "What are you talking about?" His glare turned to Madam Hydra. "Start talking, you psychotic hag!"

Madam Hydra chuckled. "Well, _that's_ a fine way to talk to your future mother-in-law."

"_What..?_" Superman began, but his voice trailed off…as he _recognized_ her. "You're…no, this…this is some sort of…of sick _joke..!_"

"It's not," Alison whispered. "That psychotic bitch is my mother; she used my father to obtain the Kryptonian DNA he possessed, and had Sinister experiment with it to get the mix she wanted. She used herself to breed a biological weapon: _me._"

"I _am_ Project: Galatea."

That revelation stunned the entire group to silence. "Oh, Hera, be _merciful…_" Wonder Woman whispered.

"_Jesus…_" Iron Man agreed.

Superman couldn't speak, even as the fraction of his logical mind that still functioned put the pieces together: the prevalence of Kryptonian DNA in Alison's genome; her X-Gene's ability to fuel her powers…

…it all made _sense._

Sinister's grin grew wider. "I see now that you can grasp the significance of this, Superman: your little paramour is the perfect union of both human and Kryptonian DNA," he chortled. "She is, without a doubt, my crowning achievement in genetics; my 'Venus de Milo,' if you will…"

The sheer callousness of that statement drove Superman's fury to levels he hadn't thought himself _capable_ of. "You…_you __**ANIMALS!!!**_"

Madam Hydra rolled her eyes. "Everyone's a critic, I suppose," she muttered. "Well, as far as reunions go, this one was a wash; it's time for us to take our leave." With that, she took out an electronic device, and tapped a button on it; instantly, the few remaining tanks exploded, showering Superman and his comrades with glass, as dozens of laser-turrets dropped out of the ceiling.

As the turrets opened fire, Wonder Woman took to the sky, reflecting several shots with her armlets, angling them back to destroy several turrets, while Iron Man fired his repulsors, blasting away six more. Snarling in fury, Krypto darted to one turret after the other, ripping them out of the ceiling with his teeth, with Ms. Marvel and Wasp providing covering fire, decimating any stray turrets with force-blasts and bio-electric stings.

Amidst the confusion, a hidden panel in the floor opened, revealing an escape-tunnel; Madam Hydra and Sinister hurried towards it, but Superman intercepted the twisted geneticist in a matter of nanoseconds. "_How __**DARE**__ you?!!_" he exploded, slamming Sinister with a punch, feeling several of the villain's molars loosen as Sinister sailed across the room, crashing into the metal floor. As Superman stomped towards him, Sinister struggled to his feet, telekinetically ripping a metal sheet out of the floor, and tossing it towards Superman…who sliced it in half with an eye-ray, before closing on him in seconds. "You _mutilated_ an innocent _child_, you _monster!!_" he roared, slamming the madman in the torso with an uppercut, knocking him well into the air. "You think you can use _people_ like _lab-rats?!_ You think you can play _God?!!_" As Sinister reached the apex of his arc, Superman flew straight up, zooming ahead of him, to slam him with an axe-handle strike.

"_You aren't even CLOSE!!!_"

Superman's blow shook the air, sending Sinister crashing to the floor with enough force to crater the metal, as the Man of Steel dropped altitude, _beyond_ angry; he wasn't going to let up on this psychopath for even a _second._

_Not_ after what he'd done to Alison.

_Not_ after what he'd likely been _planning_ to do.

As he approached, Sinister unleashed a TK-pulse, but it was _feeble_ compared to what he could have done normally; Superman shrugged it off, as he grabbed Sinister by the collar, yanked him to his feet, and unleashed a blindingly fast barrage of punches, each strike punctuating his accusations. "What right did you have to _toy_ with her _life?!_"

_Wham!_

"_What right?!!_"

_WHAM!!_

"_**What RIGHT?!!!**_"

_**WHAM!!!**_

After the last punch, Sinister started to sag, his head lolling, black blood leaking from his lips. His teeth clenched in rage, Superman held his fist at the ready..!

"_Kal, NO!!!_"

Alison's scream shook Superman out of his rage, seconds before he felt a tug on his arm; turning, his eyes met the watery blue gems of his beloved, as she held his arm back with all the strength she could muster. "Please, Kal…just _stop…_" she whimpered. Slowly, Superman turned back, his eyes going wide with horror as he let go of Sinister.

What had he been about to _do..?_

Hitting the floor limply, Sinister let out a hacking cough, before he feebly reached for a palm-top computer on his belt; tapping a single key, he opened up another escape-tunnel, rolling into it with his remaining strength, letting it close behind him. Spotting Madam Hydra about to escape through her own tunnel, Captain America raced towards her as fast as he could, pushing himself to intercept her…but he was sent sprawling, as the Winter Soldier tackled into him from the side; twisting in mid-air, Cap rolled back, kicking the Soldier off of him, leaping back to his feet…

…only to find that the Soldier had done the same, and was aiming his revolver at him.

In seconds, both Black Widow and Green Arrow had surrounded him, their weapons trained on him. "Put it _down_," Natalia hissed.

"No chance, Romanov," Winter Soldier spat. "Cap has this _coming._"

Black Widow's eyes narrowed. "You so much as _touch_ him, and you _die._"

Green Arrow tensed his long-bow string. "I'd listen to the lady if I were you, pal…"

"Like I _care,_" the Soldier growled. "It's _worth_ it to take him _down._"

Slowly, Cap waved the two of them down. "Okay, Bucky," he said quietly. "If you _really_ feel like you have to do this, I won't stop you…"

"_Don't call me that!!_" the Soldier roared. "_Bucky Barnes died when YOU left him behind!! He died when Kleiser's goons turned him over to the Soviets!!_"

At that, Cap's eyes went wide…before his expression turned firm. "Bucky…"

"_You LEFT him!!_" Winter Soldier shouted. "It was because of the damn _mission!!_ The great 'Captain America' couldn't _let_ himself fail, could he?! _Even if it meant abandoning his friend..!_"

"_I didn't KNOW, Bucky!_" Cap cried. "I _thought_ you were _okay!_ If I'd known – if I'd had _any_ idea – I would have _helped_ you!"

At that declaration, some of the rage left the Winter Soldier's eyes, allowing Cap to lower his shield. "It doesn't have to be this way, Buck…"

It…it's too late," the Soldier stammered. "Bucky Barnes is _dead…_"

"Then why didn't you kill X-23?" Cap pressed. "For that manner, why didn't you shoot any of the Institute's students, before? I _know_ how good a shot you were, Buck; you could have hit them in your _sleep_, but you didn't. _Why not?_"

The Soldier froze. "I…"

Cap kept right on going. "I'll _tell_ you why not: because Private James Buchanan Barnes is very much _alive,_" he declared. "I know they did horrible things to you, Buck…and I know that they made _you_ do horrible things…but they _couldn't_ strip you of your identity, could they?"

The Soldier started to shake. "S-Stop…"

"Deep down, you _refused_ to give in; you _refused_ to accept what they forced on you."

"_Stop_ it…"

"_That's_ why you couldn't do it, Buck; because the _real_ you was stronger than the Winter Soldier they tried to turn you into..!"

"_STOP it!!_" the Soldier shouted. "Do you think any of that _matters?!_ Even if that were true, do you think I can just…just come home, after what I've _done?!_" There were tears in his eyes, now. "Do you think I can just…just say 'I'm sorry'?!"

Cap smiled faintly. "It'd be a _start._"

The Winter Soldier's expression went blank at that statement…before he started to sniffle. "I'm…I'm _sorry…_" he whimpered. As he lowered the gun, his sniffles became sobs. "_I'm…I'm sorry!!_" In a matter of seconds, he – James Buchanan Barnes, little more than a teenaged _kid_ when he'd enlisted – was bawling like a baby. "_Oh God, I'm sorry, Cap..!!_"

Instantly, Cap moved to enfold his old comrade in a bear-hug. "It's _okay_, Bucky!" he said. "It's _okay!_"

By then, both Madam Hydra and Sinister were long-gone. As the entire team re-grouped, Madelyn let out a sigh of relief. "Well, I'm certainly glad _that's_ over."

As the shock of today's events caught up to her, Alison started to sniffle, prompting Superman to hold her close. "It's _not_ over," he said quietly. "Not by a _long_ shot."

As the entire team looked to X-23, then to Bucky, and then to Alison, no-one contradicted him; they might have been able to drive HYDRA off…

…but they _definitely_ hadn't "won" anything.

XXXXXXXX

_Undisclosed location_

"…yes, Hydra, I'm certain that we can get another facility prepped within a few months; there's no need to worry."

After fleeing the Galatea facility, Sinister had retired to his private laboratory, to commence analysis of his new treasure…as much as he could, at least.

The thrashing that the Kryptonian brat had given him had almost left him an _invalid_. Still, Sinister was nothing if not resourceful; most of his apparatus could be automated, when the need arose.

"_For your sake, Essex, you had best be right; the Skull does not take kindly to failure,_" Madam Hydra snapped over the intercom. "_Contact me as soon as you're done the analysis. Hydra out._"

From his mechanized wheelchair, Sinister remotely switched off the intercom, as a mechanical arm reached into his pocket…and removed the vial of blood – taken from the girl when she'd been unconscious – before placing it in the DNA scanner.

To be honest, the second he'd set eyes on his creation, he'd glazed over; in retrospect, he likely _should_ have telepathically scanned her, but as soon as he'd obtained this sample, the consummate geneticist in him had taken over. He'd only been able to get a partial scan, before…

As the scanner probed the girl's DNA, Sinister was awestruck. He'd spoken nothing but the truth, earlier; the girl was a perfect union of the two species. The DNA was mostly human, but at regular spots in the molecule, the simple double-helix was interrupted by a marvelously complex supercoiled pattern, consisting of many more base-pairs than human DNA, before becoming normal, once more. '_Marvelous…absolutely incredible…_' he mused. '_Why, with this sample…I could..!_'

Sinister felt his eyes glaze over as the possibilities assaulted his mind; HYDRA's aims were too small – Madam Hydra thought only to use the girl as a weapon, or as a genetic template to produce more.

The _fool._

Alison Blaire had inadvertently given Sinister the opportunity of a _lifetime_; never in his wildest _dreams_ had Sinister believed that his little Galatea would find another of her kind…

…but she _had._

The possibility made Sinister's mouth _water._ If he could gain access to _both_ of their genomes…

…he could create a race of _gods._

Smiling to himself, Sinister sat back, letting his machines do their work.

It would take time to prepare…but that was something he had _plenty_ of.

XXXXXXXX

_Xavier Institute_

After returning to the Institute, the very first thing Alison did was run into her room, lock the door, flop onto her bed, and _cry._

Lying face-down on her pillow, Alison let out all the anguish she'd experienced today, letting heartbroken sobs wrack her frame, soaking her pillow with teardrops. She cried for her mother's betrayal; she cried for the lie that her life had turned into; she cried for how her mother had tried to use her…

…and she cried for what the revelation had almost made Clark do.

Sniffling, Alison sat up, as she remembered Clark pummeling Sinister; as satisfying as watching that psycho get _clobbered_ had been, seeing Clark on the verge of doing something he would regret _terrified_ her.

Alison's eyes went wide as another terrifying thought gripped her; what if HYDRA came after her again…or what if this _was_ their plan? What if Sinister had used his telepathy to plant hidden commands in her subconscious, to make her turn on her _tausha…_or _worse_, influence him to do what he'd almost done?

These new fears only added to her already-existing ones; fear that her mother would use her fame to poison others to HYDRA's way of thinking; fear that HYDRA would somehow gain access to the Fortress; fear that she'd compromised her Clarkie's identity..!

Her entire life had been turned completely _upside-down_; she didn't know who she was, anymore.

Sniffling, Alison felt a fresh wave of tears fill her eyes, as a terrible realization gripped her.

_She was a danger to Clark and the others._

Taking a deep breath, Alison gained control of her sobs, forcing herself to stop crying, even though all she wanted to do was _bawl_, especially after the thought she'd just had.

It had to be the hardest thing she'd ever do…but she didn't see any other _choice…_

XXXXXXXX

It had been an hour after Alison had retired to her room, which prompted a worried Superman to go check on her; he was still reeling from tonight's revelations. '_Lord only knows how Ali is feeling, now…_'

Stopping outside her door, Superman gently tapped. "Ali?" he called. "Can I come in?" There was no answer. "_Taushi_, I know you must be _beyond_ upset, but I want to help…"

No answer.

Frowning worriedly, Superman grasped the doorknob. "Alison, I'm coming in," he warned, as he opened the door…

…and found an empty room.

His eyes widening in surprise, Superman looked around the room…as alarm started to pool in his stomach: several changes of clothes were missing from her dresser, including her uniform; her wallet was gone; her cell-phone was lying on her dresser…and the window was wide open.

She had left.

'_Maybe she just went flying…to clear her head…_' Superman thought…but those hopes instantly died, as he spotted the letter she'd left on her bed, written in Kryptonese – for his eyes only. There were a few grammatical errors…but the meaning was all too clear.

_Clarkie,_

_I know I'm a coward for not saying this to your face…but I'm so afraid that, if I look into your eyes, I'll just want to crawl into your arms and never leave._

_My entire childhood has been a lie._

_The only reason I exist is because a terrorist organization wanted a living weapon; every part of my childhood is based on that…right down to my love of music._

_I know what you're thinking, Clark – that you don't care about my origins; that you love me for me…and I love you so much for that…but it's because I love you that I have to do this._

_If that were all that was wrong, tausha, then I think I could deal…but it's not._

_I'm a danger to you, Clark; to you and everyone else at the Institute, as well as to the League._

_I don't know all of what's been done to me, my love; for all I know, I could have been telepathically programmed to betray you…and if so, I can't let that happen._

_I know you're saying that you're willing to risk it – the others probably would say that, too – but I just can't do that to you; I __**won't.**_

_Clarkie, I almost saw you do something, today; something that I know you would never do, if it hadn't been because of what happened to me…and it terrifies me that my being with you could cause that._

_I know this will hurt you, my tausha – God, it's hurting me so much to write this – but I was created to destroy everything you stand for…and I just can't be that._

_So I have to go away; until I know exactly what I am – what was done to me – I just can't be here…and I can't be with you._

_Oh, God, Clarkie, I don't want this to be good-bye – what I want most is to just fly right back home and stay with you forever – but we both know that you have a higher calling; it was your goodness that made me fall in love with you…and I can't let myself be what destroys it._

_I hope and pray that we'll be together again, my love; that I'll find an answer that will let me come home…but if not…never lose sight of your destiny._

_You're my hero, Clark Kent. You always were, and you always will be._

_I will love you until the end of time._

_Your taushi,_

_Alison_

As he finished the letter, Superman felt himself walking downstairs, as a kind of numbness filled him; he almost didn't notice himself walk into the Professor's study, where the Professor, the Avengers, Wonder Woman, Green Arrow, and Logan were discussing today's incident.

The Professor must have noticed his expression. "Kal…what's wrong?"

His voice was hollow. "She's…gone…"

Logan arched an eyebrow. "Come again, Flyboy?"

Superman tried to put more volume in his voice, but it did little good. "Alison…left us…" His voice was a whisper as he spoke again. "She…she left _me…_"

Wasp gasped. "Oh, _no…_"

Superman felt his mind struggle to catch up, trying to explain. "She…she needs time…"

At that, Cap, Giant Man, Iron Man, Logan, and Green Arrow all _winced._ "Oh, _ouch!_" Giant Man exclaimed. "How many times did I get hit with _that_ one in high school? Jeez, kid, I'm _sorry._"

Green Arrow shook his head. "Yeah, that one's right up there with 'Let's just be friends,' or 'It's not you, it's me,'" he agreed. "Kryptonite would've been more _humane._"

Up until that point, Iron Man, with his visor up, had been casually pouring himself a drink; the glass had been almost to his lips when Superman dropped the bomb. Smiling sympathetically, Tony Stark held the glass out. "Here, junior; you need this a _lot_ more than _I_ do."

Wonder Woman scowled at him. "Do you honestly think that alcohol will _help_, you tasteless buffoon?"

Nodding in agreement, Ms. Marvel elbowed her armoured comrade. "Ever try a little _class_, Stark?"

"_Sheesh_, a guy tries to be helpful…"

"I…I need some air," Superman said, as he quickly turned, and strode out. His stride quickly broke into a run; the walls were suffocating him…

Emerging onto the balcony, Superman stopped to catch his breath, leaning over the railing; he felt like he was falling; like he'd been stabbed with Kryptonite; like he was _drowning…_

"We were planning on moving out, soon."

Looking back, Superman saw Cap and Black Widow standing behind him. "I just figured we should let you know," Captain America continued.

Superman nodded weakly. "Is…how is..?"

"Private Barnes is in S.H.I.E.L.D. care, now," Natalia said. "Our counselors are confident they can help him back to himself."

"Good," Superman whispered. He lowered his head. "I…I don't know what to do…"

And he honestly didn't; before now, there had always been a foe to defeat, crimes to stop, justice to be wrought…but now…

…he couldn't fight this.

He heard Cap lean back against the railing, his arms folded. "Welcome to the wonderful world of breaking up, son." He sighed. "It stinks, _big_ time, no doubt about it."

Superman managed to find his voice. "So did this ever happen to you?"

Cap laughed, but there was no ounce of humour in it. "Just get Logan to tell you about a girl named Gayle."

Natalia softly chuckled. "I would not worry _too_ much," she chided. "I am sure that you'll see her again; she would be _foolish_ to walk away." With that, she gave him a friendly peck on the side of his forehead, before she and Cap turned, and headed out.

Alone again, Superman could only stare out at the sunset – the kind that he and Alison loved to watch – and hope that Black Widow was right…

…because he didn't want to consider the alternative.

XXXXXXXX

After the little soap-opera in Chuck's office, Logan headed upstairs, to turn in; he'd had _enough_ craziness for one day. As he strode down the hallway, he paused outside the room they had given to X-23. He had no idea if the girl was going to stay – if she was anything like him, she had wanderlust out the wazoo – so he figured he should check on her. "Hey, kid," he said, opening the door, "how are you holding up..?"

X-23 already had one foot out the window when Logan walked in.

Logan snorted. "Well, ask a stupid question." He arched an eyebrow. "So, where you headed?"

"I don't know."

"Okay," Logan said. "What'll you do when you get there?"

"I don't know," X-23 answered, before her gaze hardened. "Are you going to stop me?"

Logan chuckled. "Nah." His grin faded. "If you feel like you have to leave, you don't; we'd all be happy to have you here." He shrugged. "They manage to put up with _me_, so they should be able to handle you."

X-23 looked away. "I…I don't feel right here," she said. "I just…have to go."

"Okay," Logan said. "Just know that, when you want a place to stay, our door's always opened." He smirked. "Guess I'll see you around, 'X'."

"Laura."

Logan arched an eyebrow. "Come again?"

"Dr. Risman…the woman who raised me," X-23 said softly. "She…called me Laura."

Logan smiled. "Okay, then," he said. "See you around, Laura." For a moment, X-23 – Laura – was utterly still…and then she smiled faintly, before hopping out the window. Shrugging to himself, Logan turned to go…

…and came face-to-face with a smiling Madelyn. "I saw that," she purred. "You big softie, you."

"Hey, when _I_ get the urge to roam, ain't _nobody_ that can talk me out of it; figured it was the same with her," Logan said. "She'll come back when she's ready."

Madelyn's smile turned sad. "Like with a certain _other_ girl."

"Yeah, well, it ain't every day you find out that you were used in an experiment," Logan muttered. "Or that you got cloned."

Madelyn tilted her head. "Did you want to talk about it?"

Logan was silent a moment…before he smiled. "You play pool?"

Madelyn chuckled. "I dabble."

Logan grinned. "In that case, I know a little place that oughtta be open, by now." His tone turned jokingly stern. "No cheatin,' though."

Madelyn laughed, placing her hand to her chest in mock offence. "_Moi?_" she asked. "Would I do that?"

Now Logan laughed. "I'm pleadin' the Fifth on _that_ one, Red."

XXXXXXXX

_New York City_

As night fell over the city, the light from the little café shone like a beacon, drawing in patrons with both its cozy atmosphere, and its rich scent of mocha; dozens of patrons, young and old – mostly couples – chatted away, not a care in the world.

No-one paid any attention to the jeans-clad, hoodie-wearing, shade-sporting girl sitting alone, a backpack strewn across her lap; no-one even noticed her hunch over as a familiar red-blue streak shot across the sky.

As the numerous single girls – teenage girls – squealed in delight as they saw Superman fly by, an incognito Alison did her absolute best to hold back her sobs, suppressing the urge to just fly to Clark…but she couldn't; not yet. She still had access to her bank-account, so she'd be fine, as long as she played it smart while she chased down any leads about her past.

Looking mournfully after her _tausha_, Alison felt a tear trickle down her cheek. '_Clark…I'm so sorry…_'

With that, she buried her head in her hands, letting the squeals drown out her sobs.

XXXXXXXX

Superman honestly didn't know how long he'd been flying.

He hadn't been scheduled for patrol, so he'd just aimlessly flown across the planet; normally, flying relaxed him…but not now.

Maybe not ever again.

Suddenly, Superman froze, stopping in mid-air, his ears straining against the dim of the city

_Alison's sobs._

Superman felt his heart clench and unclench in his chest. His _Alia_ was crying…and he couldn't go to her…

"_Kent. We have a situation._"

Batman's voice shook him out of his reverie. "I'm on my way." With that, he took off, his hearing picking up the distress-call…

…but no matter how he tried, he couldn't block out his _taushi_'s cries.

XXXXXXXX

_Coming Soon:_

_The Man of Steel has suffered a major blow…but fate isn't letting up, just yet._

_As a burglary turns into somethig darker, our heroes discover a new side to the New York night…and a new threat to go with it._

_Can our heroes defeat this fanged menace?_

_Or will a certain hunter help them out?_

_Find out, when the "Night Stalkers" creep into your computer soon…_


	26. Night Stalkers

CHAPTER TWENTY-FIVE: NIGHT STALKERS

_New York City, April 4, 2009_

The night sky over New York was cool, casting a faint mist over the city. Even though spring had arrived, most nights had been like this one, forcing criminals to stay indoors and off the streets.

_Most_ of them, anyway.

Superman had been flying over Pennsylvania when he'd gotten the alert from the Watchtower; within minutes, he had reached New York, touching down on a skyscraper overlooking the New York Museum. Beacon had detected a silent alarm coming from the Museum, and had automatically alerted him…until the alarm had shut off.

By now, the police would have noticed this, assumed it was a malfunction, and called off any action…but something about it didn't sit right with him; he had to check it out. "This is Boy Scout; I am on-site at the New York Museum. All Leaguers report in."

"_Black Knight here, Boy Scout; I am in the Museum and proceeding towards the site of the alarm. I came in through a window on the east side; the glass was cut._"

'_I knew this was too good to be true; I hate being right._' "Understood, Black Knight; I'll head in from the east and sandwich this perp in the middle."

"_Be advised, Superman; there may be more than one. The Javelin's thermal-scanners picked up a half-dozen signatures on the ground around the Museum, and they're definitely on something; they're reading much hotter than a human being normally should._"

Superman's eyes flashed electric-blue as he scanned the Museum. "I see them; they're heading towards the north wing," he reported. "In that case, I'll head to the north wing, and meet you there."

"_Understood,_" Batman answered. "_Oh, and bring Spider-Man with you._"

Superman chuckled as his hearing picked up a soft noise behind him. "I was just waiting for him to report in." His grin vanished. "We'll see you in there. Out."

"Man, with your ears and his…_whatever_, I don't know which of you creeps me out more, sometimes…"

Superman managed a faint smile at his teammate's quip, as Spider-Man walked into view. "I take it you heard?"

"Oh, yeah," Spider-Man replied, "and it gets worse; I think I saw the perp." Superman could practically _hear_ the grimace in his voice. "It's _Cat._ I saw her prowling around, a few blocks away, but she gave me the slip; it's _got_ to be her."

"Swell."

"Yeah." Spider-Man's tone turned wary. "So…how are…things?"

Superman turned away, towards the Museum. "I don't know what you mean."

"With…you know…"

Superman kept utterly still. "No word."

"Ouch," Spider-Man muttered. "And…how are _you..?_"

"I'm fine."

Spider-Man shook his head. "Dude, you are _not_ fine," he said. "When MJ and I broke up for a few weeks, it was _days_ before I could even leave my _room._" He scratched the back of his head. "Look, if you wanted to talk…"

"I appreciate the gesture, Little Red, but right now, we have more pressing matters than the disaster that is my love-life," Superman said firmly. "I can't afford to go to pieces when other people – innocent people – are counting on me." His eyes narrowed. "Let's _go._" With that, he took to the air, flying towards the Museum, while Spider-Man fired a web-line, swinging after him.

XXXXXXXX

The silence of the Museum was broken by a faint tune, as a single individual, a young woman, casually sashayed into the Antiquities Exhibit, her skintight black bodysuit catching the moonlight leaking through the windows, as the orange lenses of her cat-like eye-mask glinted like the eyes of a real cat. Once she'd spotted her prey, her ruby lips curved up in a sly smile, as she brushed her long, platinum-blond hair back, before adjusting her knapsack, containing the ancient book she'd already lifted, further over her shoulders.

As she hummed her happy little tune, Black Cat couldn't help but feel upbeat; her little "investment" in a security-alarm signal-jammer had paid off in spades. With that to cover her inadvertent little trip of a silent alarm, and her cutting of the camera-lines, sneaking in had been a _cinch._

And with prizes like the golden-framed, sapphire necklace resting in that glass case, the necessity of her investment was obvious. Smiling, Black Cat flexed her fingers, extending the claws of her glove, before reaching for the glass…

…only to have her hand snagged by a web-strand. "In case you hadn't noticed, at, this is place is 'No Pets Allowed.'"

Black Cat's cherry lips dropped into a sulk as she stared up at Spider-Man, who was clinging to the ceiling above her. "In _that_ case, Spider, I think _you_ should clear out, too; I'm pretty sure this place is due to be fumigated."

Spider-Man groaned. "Aw, come _on_, Cat; you can do better than that."

Black Cat's smile returned, as she drew her gapple-gun. "Why, yes, I most certainly _can…OW!!!_"

Her cry of pain was drowned out by the whirring of the bat-shaped boomerang, as it arced back into the shadows from striking her wrist, and into a black-gloved hand…that belonged to a pair of soulless white eyes…

Black Cat gulped. "So it's true; you _are_ rolling with the big boys, these days."

Spider-Man shrugged. "Hey, I had to find better things to do with my time than chase _you_ down, 24/7."

At _that_, Black Cat's eyes narrowed angrily, as she extended the claws in her other glove. "Well, I guess neither of you got the message; bats are just _mice_ with _wings._" With that, she charged straight at the lurking shadow…

She had barely taken three steps when the shadow threw a small black sphere at her…which erupted in a flare of light, causing Black Cat to cry out, stumbling back and rubbing her eyes. Once the spots had left her vision, she looked back…and saw nothing there.

"I'd give up if I were you, Cat," Spider-Man commented. "Seriously, Bats is _not_ a nice guy, and that's from someone who's _worked_ with him; not only that, I think that 'winged mice' crack might have ticked him off…"

By then, Black Cat had spotted the shadow, and raced at it again…but the Dark Knight was _far_ faster; as she sliced at him with her claws, Batman ducked low, his left arm sweeping down to strike her ankles, before he swept back up, causing Black Cat to tumble ucontrollably forward, propelled by her own momentum, to land hard, several feet away. "_Ow!!_" Black Cat whined. "That really _hurt!_ I may have a sprained ankle, you _creep!_"

The Batman's eyes were narrow slits, his reply a _far_ cry from Spider-Man's playful banter. "_I'm not here to play games, __**little girl.**_"

That demonic growl caused Black Cat to gulp. '_Okay…I'm going to need a __**lot**__ more than just nine lives to deal with __**him;**__ time for this Cat to SCAT!_' She turned to go…

She had only taken one step when a red-blue blur _whooshed_ past her, as she came face-to-face with the Man of Tomorrow. "Last I checked, the souvenir shop was _closed,_" Superman said, his arms folded crossly.

Smiling helplessly, Black Cat started to back away, remaining _very_ aware of Batman and Spider-Man as they moved to surround her. "I'm sure we can…_talk_ about this," she purred, as she reached out to trace circles on Superman's S-crest, hoping she could "cute" her way out of trouble, like she'd always been able to with Spider-Man.

Superman didn't buy it, frowning as he brushed her hand away. "I'm afraid we only have _seven_ words for you, Black Cat: _you have the right to remain silent._" With that, he nodded to Batman.

In less than a second, Black Cat felt iron-hard fingers grasp her wrists, pulling them behind her, as Batman snapped a pair of bat-shaped handcuffs around them. "You're _arresting_ me?!"

"What did you _think_ was going to happen?" Batman snarled.

Stricken, Black Cat looked towards Spider-Man. "Spider, this isn't _funny_, anymore! _Stop them!!_"

Spider-Man shook his head. "Yeah, like I _could._" His tone turned serious. "Tell us what your little posse is after, and they _might_ go easy on you."

Black Cat froze, blinking in confusion. "My…my _what??_"

"Your friends," Superman snapped. "We spotted them prowling around the Museum; last I checked, they were headed this way. What were you after?"

Black Cat's expression turned helpless. "B-But I wasn't working with anyone!" she cried. "I _never_ work with anyone! Just ask Spider!"

"_Don't_ play dumb, Black Cat," Batman growled. "We're _not_ in the mood."

Spider-Man scratched his head sheepishly. "Actually, guys…she's kinda telling the truth on that one; every time I went up against her, she flew solo. To be honest, it surprised me to see anyone else here."

Superman's frown lessened. "But if they're not with her, then…" His voice trailed off, as his eyes widened. "_Down!!_"

Superman's warning came seconds before a display case came hurtling through the air, smashing into the floor where Batman, Spider-Man, and Black Cat had been a moment earlier. His eyes narrowing, Superman scanned the exhibit with his thermal vision…and spotted six bright red, thermal signatures – the ones they had _thought_ were Black Cat's backup – closing on them fast; before long, six young men, all apparently in their early twenties, looking surprisingly clean-cut for junkies, walked into view.

The six perps looked _just_ as surprised to see them as Superman and the others were, but their surprise quickly gave way to pure _rage_, as their faces twisted…revealing unnaturally large canine teeth. Several of them babbled in a harsh, guttural-sounding language that Superman didn't recognize, but one cursed in English. "_Abomination!!!_"

By then, Spider-Man had caught sight of their teeth. "_Whoa!!_" he cried. "No offence, _dudes_, but you guys have _got_ to see a _dentist!_"

The six just ignored him, as they continued to chatter amongst themselves. His eyes narrowed warily, Batman glanced towards Superman. "These aren't junkies, Superman," he warned. "They're something _worse._"

The largest one – presumably their leader – grinned insanely. "Got _that_ right, shitface!"

One of his flunkies spoke again, in English, now. "We couldn't find the book, Quinn; the bitch must have it!"

As Black Cat gulped, the leader – Quinn – grinned even wider. "Fine by me; we'll grab the book _after_ we have a little snack!" With that, he and his flunkies started to move towards the nervous Black Cat…

Superman quickly stepped between them and the cuffed Cat. "I'm afraid I'm going to have to stop you there," he said firmly. "I don't know _why_ you six are here, but I'm guessing it's not anything good, so unless you want trouble..!"

Quinn just laughed. "Trouble's my middle _name_, Space-Fuck!"

Superman arched an eyebrow. "I'm assuming you don't kiss your mother with that mouth."

"Good enough for _yours._"

Spider-Man gulped. "Oh, boy…_big_ mistake, pal…"

Superman's eyes narrowed, as pinpricks of red light appeared in his pupils for a fraction of a second, before he got his flare of anger under control. "You are _not_ helping your cause, here, buster."

"Like I _need_ help, Freak-Show!" Quinn sneered. With that, he pointed at them, shouting a single order to his cronies. "_Fuck him up!!!_"

Instantly, the other five set upon them like a pack of hyenas. One fanged punk swung at Batman with a haymaker, but the Dark Knight quickly ducked…only to catch the follow-up back-kick in his torso, sending him flying a good twenty feet; Batman crashed through a display case, but did a handspring, popping back up on his feet. The punk closed on him again, but Batman was ready; rolling low to the side, he came up behind his attacker, jabbing the fingers of both hands into the perp's neck, piercing nerve clusters and causing his entire body to go limp – the perp dropped to the floor…but slowly started to get back up, where a _normal_ human would have been out for _hours._ Batman's eyes narrowed; he _hated_ being right, sometimes. "Don't hesitate," he warned his comrades. "These things are _resilient._"

Spider-Man had just flipped over one fanged crook, sending him flying with a boot to the rear. "You sound as if you've seen these guys before, Bats – _oof!_" His quip was cut off as a second punk tackled him from the side, pinning him to the floor, his fangs quickly closing on his neck..!

Pulling an arm free, Spider-Man _splatted_ a web-glob across the punk's face, before firing a web-line and using it to pull himself up and away from the cursing crook. Once he was clear, he fired another web-line, snagging the perp and yanking himself back towards him, to plow into him with a haymaker, sending him flying.

"Uh, Spider?"

Turning towards Black Cat, Spider-Man grimaced as he saw the young thief inching away from another of the fanged perps, as she struggled against her cuffs for emphasis. "A little help?"

Spider-Man groaned to himself. '_Man, sometimes I __**hate**__ being the good-guy._' Taking expert aim, Spider-Man fired a web-line, snagging Black Cat's cuffs and giving a good yank, snapping them off her wrists. With her hands free, Black Cat dove for her grapple-gun, grabbed it, and fired, pulling herself up to the ceiling, out of harm's way. Before the crook could respond, Spider-Man snagged him with another line, yanking him off his feet and tossing him into another perp…which only served to stun them, momentarily. '_Criminy, what the heck ARE these guys?!_'

As one perp rushed at him with a display case raised over his read like a club, Superman effortlessly caught the case on the down-swing, before lifting it by the other end and shaking, tossing the perp across the room, to land hard. Setting the case down, Superman turned around…and met Quinn's fist.

Surprised by the force behind the punch, Superman stepped back, allowing the laughing Quinn to strike him again. "You ain't so tough, Space-Freak!" the punk cackled, as he swung a third time…

…only to have his fist caught by steel-hard Kryptonian fingers. _Irritated_, now, Superman started to squeeze, causing Quinn to cry out as his bones compacted. "I'm _through_ being nice," he snapped, his free fist clenching. "_This_ is for the crack about my mother."

_WHAM!!_

Superman's punch echoed through the room, sending Quinn flying _fifty_ feet, to slam into the wall, cratering it, before sagging to the floor, his jaw hanging loose from its socket. For a moment, Superman was afraid he'd gone too far…but that fear faded to incredulity, as Quinn _pushed it back into place_, before hopping back to his feet. "Okay, I think it's obvious you're not a normal human being," he said warily. "Just what _are_ you, pal?"

Quinn was angry beyond rational thought. "_I'm the last thing you're ever gonna see, you motherfu..!!_"

His profanity was cut off by the roar of an engine…seconds before a jet-black motorcycle smashed through the west-side door, driven by a tall, strongly-built African-American man, his hair cut incredibly short, almost down to his scalp, his eyes hidden behind dark shades, clad in black army pants, a black sweater, and a black flak-jacket under a black leather trenchcoat laden with weapons…including a slim, straight-bladed sword strapped to his back.

At the sight of him, the punks' anger and arrogance gave way to _horror._ "_DAYWALKER!!!_"

In reply, the man – "Daywalker" – drew an automatic in an instant, and squeezed off a shot before even Superman could react. The bullet hit home, piercing one perp's chest…but instead of spilling blood, the bullet seemed to light the youth ablaze; in seconds, the screaming perp erupted in paradoxical flame, burning him down to the bone, leaving only ash behind.

Superman was _horrified_ at the sight…before he glared at the new perp, his eyes flaring red. "_PUT IT DOWN!!_" he thundered. Daywalker didn't listen, instead lining up another shot, his finger tightening on the trigger…

Superman wasn't _about_ to let him murder again; with one surgically precise eye-ray, he superheated the weapon, forcing Daywalker to drop it with a shout, turning towards him in incredulous outrage. "What the fu…boy, are you out of your damn _mind?!_"

By then, Quinn had fully recovered; as soon as he'd spotted the newcomer, he ran straight at him, roaring in fury. "_BLADE!!!!_" he thundered.

Daywalker – or Blade – calmly turned towards the charging punk. "Haven't I waxed your ass _enough_ this week, Quinn?" When Quinn was seconds away, Blade somersaulted off his bike, drawing his sword the second his feet hit the ground. Snarling, Quinn swung at him, but Blade ducked low, sidestepping behind him. "Guess not." As Quinn swung again, Blade blocked the punch, and whirled the motion into an arm-lock, his sword spinning into place at Quinn's elbow. "Be sure to save a seat for Frost in hell."

Superman was instantly moving. "_Don't do it!!_"

With the speed of a scalpal, Blade cleaved off Quinn's forearm, causing his flesh to erupt in flame as the severed appendage immolated itself. Blade was about to slash again when Superman slammed into him, sending him flying across the room, before unleashing a narrow cone of frost-breath, extinguishing Quinn's arm and sealing the wound.

Quinn howled in pain, staggering back as he cradled his arm, but the cry of one of his comrades caught his attention. "Quinn, we're out of time! It's _sunup!!_ We have to go, _now!!_" Turning, Quinn's face went pale as he saw a faint trace of red light visible through the tinted glass…before he saw Blade looking at the window, his sidearm raised, taking aim…

Quinn instantly understood. "_Everybody out, NOW!!!_" Instantly, Quinn and his thugs ran for the door…but not quite fast enough; with one shot, Blade shattered the window…_just_ as the sun peeked over the horizon, filling the room with the red light of early morn.

As the comforting rays passed over him, Superman could only blink in confusion…but that turned to horror as an agonized scream filled the air; Quinn and three of his flunkies had managed to escape, heading into a shadowed alley, but one unfortunate soul had been caught in the sunbeam, his entire body erupting in fire, leaving nothing but ash. Superman could only watch helplessly at the horrific sight, turning away only in time to see Blade hop back on his bike, peeling out before anyone could stop him.

Spider-Man was the first to voice what everyone was likely thinking. "Okay, what the _HECK_ was _THAT?!!_"

Walking to the wall where one of Blade's bullets had hit, after passing through one punk, Batman extracted the bullet with his utility belt's forceps, and popped it into the materials-analysis tube of one of his scanners…which confirmed it. "_Silver._" His voice was hard. "I was right."

"Right about _what?_" Superman asked. "What just happened here, Batman?"

"We just had a run-in with the dark side of humanity: _Hominis nocturnae._"

Spider-Man blinked. "Okay…in _plain_ English?"

"_Vampires._"

Superman's expression was incredulous. "You're joking."

"Do I _look_ like I'm joking?"

Spider-Man's face paled behind his mask. "Y-You mean…we just faced down the _undead?!_"

Batman's tone was flat. "There's nothing mystical about them, Spider-Man; when it comes down to it, they're as mortal as you or I," he answered. "_Hominis nocturnae_ are an evolutionary offshoot of _Homo sapiens_; they branched off centuries ago, after coming into contact with an unknown mutagenic virus. This exposure caused genetic changes, leading into an infinitely slower aging process, increased physical abilities, and an extremely high rate of recovery, capable of regenerating even severed limbs…but it also led to several drawbacks: vampires are deathly allergic to silver and the extract of garlic – exposure to either one sets off a rapid anaphylactic cascade, so extreme that it hyper-stimulates their cellular mitochondria, causing their cells to self-combust. They are also unable to survive any kind of UV or solar radiation; even a second's exposure causes such severe damage that it also triggers the mitochondrial cascade. Most notably, however, was the change in iron metabolism; normal humans oxidize iron at a constant rate, but vampires oxidize it even faster, causing them to constantly run out…"

"…and forcing them to drink the blood of humans to offset the imbalance," Superman finished.

Batman nodded. "Biting normal humans ultimately leads to the victim turning into a vampire, due to the virus being spread to them," he finished. "Beyond that, there's nothing mystical about them, though many vampires are practicioners of the arcane, which is most likely what led to many of the currently-held superstitions about them."

Superman arched an eyebrow. "And how exactly do you know so much about them?"

Batman's tone was flat. "I've encountered them before."

"So what exactly were they doing here?" Spider-Man asked.

"I don't know," Batman answered, "and I doubt we'll find out, anytime soon, since our only lead is missing."

Sure enough, Black Cat was gone, to Spider-Man's chagrin. "I _knew_ I shouldn't have uncuffed her…"

"She was in danger of being killed or worse, Little Red; you made the right call," Superman assured his teammate. "What should we do, now?"

"If this was an isolated incident, not much; vampire society has long existed underneath human society, which has given them plenty of time to make 'connections;' if our perps go underground, it'll be difficult to track them."

Superman's eyes narrowed. "And what about this 'Daywalker' character?"

"I don't know," Batman said. "I'll look into it."

Sighing, Superman looked about the exhibit. "Well, we certainly made a mess of things."

"I'll say," Spider-Man agreed. "Say, Bats, care to give us a hand in processing the crime…scene?"

When Spider-Man looked back, Batman was gone, as if he'd never been there.

"Aw, man, I _hate_ it when he does that!" Spider-Man complained. "It gives me the _creeps!_"

Superman sighed. "Join the club, Spidey; join the club."

XXXXXXXX

The morning sun was just peeking over the New York sky-line as the lone motorcycle sped away from the Museum, its rider casting a shaded eye towards the dying shadows, his scowl deepening as he saw scurrying movements within them, as the last few denizens of the night crambled back into their holes, avoiding the sun's rays once again.

His teeth clenched as he saw Quinn's van peel away from a side-alley; he'd have _had_ the little shit if he hadn't been interrupted.

Reaching down to his bike's dash, Blade switched on his two-way radio. "Whistler."

A gravelly, Texas-accented voice answered him. "_'Bout time you signed in, boy; what the hell took so long?_"

"Spotted Quinn," Blade answered. "Tracked him to the New York Museum."

"_Frost's little errand-boy, huh? About time you offed that psychotic piece of garbage._"

Blade scowled. "_Would_ have, if that red-and-blue do-gooder hadn't butted in."

Whistler scoffed. "_You mean you couldn't handle one little spider?_"

"Not _that_ red-and-blue do-gooder, Whistler; the _flying_ one."

There was a momentary silence. "_The Kryptonian, huh? Figured you might bump into either him or one of his pals, sometime,_" Whistler said. "_Let me guess: you were your usual charming self?_"

Blade just growled.

"_That's what I thought,_" Whistler continued. "_Well, boy, I'd try to make a better impression, next time; the vampires put out a hefty bounty on anyone that kills any of that Justice League, and as for the Kryptonian…the Council has sworn out a Blood Oath on him._"

Blade whistled. "_Damn_; took me almost a _year_ to get _that_ popular."

"_So you get it, then,_" Whistler answered. "_Anybody the damn vampires hate __**that**__ much is worth getting to know._" He sighed. "_So what the hell was Quinn even doing there?_"

"Damned if I know," Blade muttered. "I'm going to press a few leads; _somebody_ knows."

"_You do that, kid. I'll have the UV-shells ready by the time you get back; something tells me you're gonna need 'em._"

As Whistler signed out, Blade scowled as he drove off. Blood Oath or not, he doubted that Superman would be of any help.

The kid didn't get it; _none_ of them did. They were at _war._

It was either humans or vampires, and as long as Superman and his little country-club didn't understand that, Blade was better off _without_ them.

XXXXXXXX

_Undisclosed location_

"This meeting of the Council will now come to order. Is there any new business?"

The pitch darkness of the Council Chamber was cool and soothing as the Nocturnae Council – the ruling body of the global vampire nation – came to order, the six members of the Council taking their seats around the black stone table. At the far end was the gangly Elder Ramirez, the head of Blood Distribution, charged with ensuring that every vampire, young and old, had sufficient access to the life-sustaining liquid their kind craved. To his right was the burly Elder Reinhardt, chief of Security and Enforcement; his duty was to oversee their infiltration of the human police network, as well as manage the private police and paramilitary forces they used, themselves. To _his_ right was the portly Elder Vincente, the head of Finance, responsible for ensuring that the nation's coffers remained filled to the brim, at any costs.

His physique indicated that he had done so admirably.

On the other side of the table sat the lanky Elder Jorge, the head of Propaganda and Communications; his duty was to ensure that knowledge of vampires remained strictly within the realm of speculation, while also keeping a close eye on all human communications. To his left, sitting to the right of the table's head, was the ancient Elder Lazarus, his long hair a light grey, matching his long beard; the wise-yet-volatile Lazarus was the keeper of the vampire race's most ancient texts, and its long-forgotten history. Though he knew the more modern dialect of the vampire language, Lazarus spoke only in the ancient tongue, which often prompted the Head Elder to translate when needed.

Lazarus had been part of the Council since time immemorial; it was rumored that he had once met the Progenitor, the very _first_ vampire ever to rise and drink the blood of man…though no-one had ever dared to ask him.

At the very head of the table, clad in an immaculate black business suit, matching his sleek black hair and piercing dark eyes, was the Head Elder, Dmitri; the pure-blooded son of the nation's most noble House, second only to the family of the revered Emperor, the nation's now-titular head of state, Dmitri was a "vampire's vampire," from head to toe.

"I am afraid that there is, Head Elder," Elder Jorge fussed. "A few hours ago, I received word that an exhibit at the New York Museum had been vandalized."

Dmitri arched an eyebrow. "And?"

"That exhibit, Head Elder, contained a number of artefacts that I believe honoured Elder Lazarus had expressed interest in."

Lazarus bristled angrily at that report. "_**This is an outrage!!**_" he hissed, the guttural ancient tongue snarling out into the shadows. "_**Are we to believe that some human delinquent desecrated some of our race's most sacred relics?! Where were our security forces..?!**_"

"_**Please, Old One, calm yourself,**_" Dmitri soothed. In English, he added, "This is indeed a tragedy, Jorge, but I do not see how it is a matter for this Council to resolve…"

Jorge gulped. "At the time, Head Elder, several vampires were spotted in the vicinity of the Museum…as was the Daywalker."

Dmitri's eyes narrowed. "Have these individuals been identified?"

"They have, Head Elder," Jorge replied. "They were known associates of Deacon Frost."

At that, Dmitri scowled. '_Frost; I should have known._' "I assume you have summoned him?"

"Of course, Head Elder; he will be here shortly, to account for his actions."

"Good," Dmitri said, calming himself. "Of course, there still remains the matter of these witnesses; Elder Reinhardt, what are your contacts doing about that?"

"Our operatives in the NYPD are already interrogating these witnesses," Reinhardt answered. "Their reports should cast sufficient doubt on the testimonials' credibility, but our people in the Mayor's office are somewhat jumpy."

Dmitri nodded. "Elder Vincente, have your people offer our reassurances to our government operatives, along with an incentive to remain calm…without straining our budget, of course."

Vincente smiled. "Not to worry, Head Elder; every year, I set aside two million for occasions like this. If anything, we're _under_ budget!" The rest of the Council laughed appreciatively at that; even Dmitri managed a faint smile…

…until a familiar snide voice soured his good humour. "Well, it's good to see that our illustrious Council gets a kick out of sucking up to the humans."

Scowling, Dmitri glanced over his shoulder, in time to see Deacon Frost walk in; the young whelp was as far removed from Dmitri as a vampire could be: his red hair short and scruffy where Dmitri's was dark and tamed; his attire of jeans, a leather jacket, and a white button-up t-shirt casual and shoddy compared to Dmitri's impeccable suit; merely _turned_ where Dmitri was _pure._ "So good of you to join us, Frost," Dmitri muttered. "I'm sure you can understand our curiosity, given that some of your…_colleagues_ were seen near the Museum…especially since you had been ordered to keep your associates out of the way of scrutiny."

Deacon smirked. "Hey, _somebody_ had to stop that little human bitch from swiping your old stuff."

Lazarus sputtered angrily at that, but Dmitri didn't rise to the bait. "How very commendable of you." His sarcasm was sharp enough to disembowel a mere human. "However, since your colleagues could not handle the Daywalker, I begin to question your effectiveness."

Deacon scowled. "Quinn and his posse could have handled him, if that Super-Freak hadn't shown up."

The mention of that _creature_ caused Dmitri to freeze, his face reflexively twisting in hatred, his voice now a mere whisper. "Your men…encountered that…_thing?_"

"Bingo."

Lazarus was now enraged beyond reason. "_**That creature is an ABOMINATION!!!**_" he exploded. "_**It is a perversion of every law of nature upon this planet!! Death cannot come quickly enough for that unnatural creature..!!**_"

"Lazarus," Dmitri chided…though his thoughts were in profound agreement with his fellow Elder. After the Kryptonian's revelation, the Council had considered him a nuisance at most…until the Warworld satellite came, and with it, the revelation that the Abomination drew his strength – drew all his power – _from the __**sun.**_

It was a slap in the face to the entire vampire nation, one which would _not_ be allowed to stand.

Vincente's pudgy face twisted in indignation. "I mean no disrespect, Head Elder, but that _freak_ and his 'Justice League' should be _hunted down!_ Their 'heroics' have cut into several of our projects – quite heavily, in some cases! If this continues..!"

Reinhardt cut him off. "Those do-gooders have been making our contacts in the NYPD – and _other_ police forces – jumpy as hell; after they went public, we've been seeing a marked decrease in effective intel, not to _mention_ the increased 'corruption allegations'! We _have_ to shut them _down!_"

Jorge piped up. "Our fellow Elders are _right_, Head Elder; we must move, now more than ever! Until now, the Abomination and his cohorts have been unaware of us, and we don't know the capabilities of their orbital base! For all we know, they could be hacking our firewalls, right now..!"

"_Enough!_" Dmitri shouted. "All of you, enough! Your points have been made; we will raise the bounty on the rest of the Justice League, and, if need be, expand the Blood Oath to include them. For now, we will proceed as planned."

Glancing towards Deacon, Dmitri glared at the upstart. "As for you, Frost, there will be no more of these antics; we will not have you jeopardizing our treaty with the humans any further." His face twisted in disgust. "Your little parties do quite enough to draw attention from both the humans _and_ Blade; we do not need you bringing the Abomination down on our heads..!"

"There wouldn't _be_ an Abomination if you inbred idiots pulled your heads out of your asses."

A deadly silence filled the Chamber, as Dmitri's eyes narrowed. "Pardon me?"

Frost didn't take the hint. "You and your 'Council' talk about treaties with the humans," he sneered. "They're _food_, remember? We should be _ruling_ them; if we did, then we wouldn't _have_ this problem..!"

In a matter of seconds, Dmitri had darted from his chair, closing on Frost, to grip him by the neck, lifting him off of the floor. "You _dare_ to question this Council?" he hissed. "We – each and every one of us here – were _born_ a vampire, Frost…while you were merely _turned._" His tone dripped disdain. "You think to teach us our ways, whelp? You know _nothing_ of what it means to be a vampire." His eyes bored into Frost's. "You will either be obedient to this Council…or you will be _nothing._ Am I understood?"

Deacon managed to choke out a reply. "Yeah."

Dmitri's expression didn't change, as he tossed Deacon aside. "Now _remove_ yourself from our sight," he sneered. "You _bore_ us." With that, he turned and walked away, as Deacon slinked off.

Despite the whelp's show of subservience, Dmitri knew that he would be hearing from Frost, again…but it was of no consequence.

Frost could do nothing; he was no threat.

And that would never change.

XXXXXXXX

After being "escorted" out of the Council Chamber, Deacon could only watch as his escort curtly turned and walked away, disgusted to even be _seen_ with him…before Deacon slammed his fist into the stone wall, chipping the stone and cracking his knuckle-bones. Glancing to his bloodied hand, Deacon just scowled; it hurt like a mother, but it would soon regenerate.

At least _that_ pain would go away on its own; Dmitri and his elitist "Council" were as big a pain in the ass as Superman and his Loser League…

"Deke?"

Turning, Deacon saw Quinn and his little posse walk up to him. "How'd it go, man?"

Deacon snorted, holding up his hand. "How d'you _think_ it went?"

Quinn grimaced. "_That_ bad?" he asked. "Aw, jeez, Deke, I'm _sorry._"

Deacon actually allowed himself an honest chuckle; Quinn had been his right-hand even before he'd been turned, back when he was just a simple hood. Things had been simpler back the, he admitted…before the "Council" dictated what he could and couldn't do.

And before the Justice League, for that matter.

Glancing to his pal's arm, Deacon arched an eyebrow. "Looks like you got it even worse than _I_ did."

Quinn scowled, as he clutched the one-fingered stump of his regenerating limb. "That Daywalker prick damn near sliced my whole _arm_ off!" he snapped. "Not only that, the flying freak nearly knocked my _fangs_ out, _plus_ he flash-froze my arm; it hurt like _hell!_"

Deacon chuckled darkly. "You mean the fucker actually thought you were gonna _bleed_ to death?" he laughed. "Now _that's_ funny!"

Quinn grinned savagely. "Not as funny as it'll be to rip that little prick's _head_ off!"

Deacon smiled, holding up his hands. "Hey, Quinn man, you're preaching to the choir!" he replied. "So, now that the Council's monkeys are off our backs, how did the job _really_ go?"

One of Quinn's posse gulped. "Yeah…about that, Frost," he began. "We were gonna lift the book, but some broad in a cat-getup beat us to it."

Deacon put his hand to his head. "_Tell_ me she didn't get the amulet…"

"No, the amulet's still there…but I hear Dmitri's havin' it moved," Quinn replied. "But, hey, man, it's still cool! Before we bailed, I caught enough of the bitch's scent to trail her to her place; we can grab the book anytime we want, and gut the bitch while we're at it!"

"Hang on, Quinn; let's not be _too_ hasty," Deacon chided. "Sure, we need the book back, but the human _might_ come in handy."

Quinn blinked. "_How??_"

With a knowing smile, Deacon filled Quinn in on his little improvisation, causing Quinn to smile. "You the _man_, Deke!"

Deacon chuckled. "You know it and _I_ know it, my friend," he agreed, as he and his posse started to head out, with a triumphant smile across his face, his thoughts matching his mood: '_And before this is over, that space-shit and that smarmy prick Dmitri'll know it, too._'

XXXXXXXX

_Bayville High, April 5, 2009_

As the last class-bell rang, the halls of Bayville High were filled in seconds, the students eager to get out and enjoy the sunny spring day; lockers were quickly opened, and books retrieved…though one locker remained shut.

It had remained that way for the past week.

As she, Jean, Kitty, Amanda, Tinya, and Taryn walked past it, Anita couldn't help but cast a mildly regretful gaze towards Alison's locker. "So nobody's heard from her for a whole week?" Taryn asked.

Jean nodded sadly. "I'm afraid so, Taryn," she agreed. "Not a word."

Tinya gulped. "Is she…do you think she's okay?"

Kitty's expression mirrored hers. "I sure _hope_ so, Spooky."

Amanda looked stricken. "But…she and Kal didn't…they didn't break up, did they?"

"I don't know, Amanda," Jean said. "I don't think even _Kal_ knows."

"Oh, I sure _hope_ not," Taryn said. "I mean, this is just _terrible_; this is _really_ making me doubt my faith in the entire _concept_ of true love."

Anita had kept quiet, until then. "It is a sad thing…"

"Oh, what_ever!!_" Kitty snapped. "Don't think you can pretend you're not laughing out of the other side of your face, LeRoux! This is likely _exactly_ what you wanted..!"

"_No_, Pryde," Anita hissed, her eyes narrowed. "Think what you will of me, but this is something I would not wish on even my worst _enemy._"

And she _meant_ it; an uncaring parent was something that _no-one_ – even that annoying twit – deserved to endure…and Madam Hydra was the very _epitome_ of the uncaring parent.

"Guys, this isn't helping," Jean said. "It's not helping our moods, and it _definitely_ isn't helping Alison, wherever she is."

"Can't Kal just go find her?" Amanda asked. "Can't his ears or his eyes just zoom in on her?"

"She'd probably hear him coming," Jean said, "and even if he found her, I don't think she'd feel ready to come back; like it or not, I'm afraid we have to give Ali her space."

Taryn nodded. "After something like this, the prom committee seems pretty dumb," she said. "Are you sure you still want to help, Jean?"

"I'm sure," Jean answered. Turning to the others, she added, "You guys can head home without me; I'll be by in a few hours." Nodding, the others turned and walked off, while Jean and Taryn headed back into the school.

As they emerged from the school, Anita paused as her cell-phone started to ring; taking it out, she checked the caller-ID…and smiled. "I'll catch up to you all later," she said. "You needn't wait for me." Once the others had headed off, Anita flipped open her phone. "Hello, Felicia."

"_Anita! Hey, girl!_" Felicia exclaimed. "_How are things at the X-School?_"

Anita sighed. "Stressful."

"_Oh, I hear you, girl; just last night, I had to bail on a job after that future beau of yours and his posse showed up._" Anita could practically _hear_ the lascivious grin that crossed her friend's face. "_Speaking of which, please __**tell**__ me you've gotten some of __**that**__ back!_"

Anita's face flushed. "_Felicia!_" she cried. "How can you even _ask_ that?"

Felicia sighed. "_So you haven't,_" she muttered. "_Anita, you are making it very hard to live vicariously, here._" She chuckled. "_Then, if you're not interested, any more…can I have him?_"

Anita rolled her eyes. "Felicia, now is _not_ the best time," she warned. "We've had a bit of a…hard time, up here."

"_Well, it sounds like this is the __**perfect**__ time!_" Felicia declared. "_Since I'm between jobs, I was planning on hitting the mall, maxing my cards, and then hitting the club-scene to break a few hearts; care to join me?_"

For a moment, Anita was tempted to refuse…but she had to admit, Felicia had a point; after everything that had happened – Blaire's revelation and departure, Kal's subsequent depression, and the complcation of whatever it was she felt for Piotr – she could _use_ a little frivolity. "_Sure._"

"_Great!_" Felicia cheered. "_I'll see you at the Mall! Ciao!_" With that, she hung up.

Flipping her phone closed, Anita smiled to herself, feeling somewhat lighter; her friend was right.

A little fun never hurt anyone…

XXXXXXXX

_New York City_

As the afternoon noises of the city wafted into her penthouse suite, 19-year-old Felicia Hardy, back in her usual violet miniskirt and silver tube-top, cheerfully ignored them as she sorted through her closet, trying to select an outfit for her little outing, tonight; something had told her that her gal-pal Anita needed a night off as much as _she_ did.

And she _really_ needed a night off; finding out that Spider had turned into such a fuddy-duddy had really dampened her mood.

Shoving numerous hangars to the side, Felicia smiled to herself as she made her selection – a tight, strapless, sparkly blue, thigh-high cocktail dress – before taking it out, turning to place it on her bed…

…only to find someone standing in the patio door of her penthouse.

Instantly, Felicia was on-guard. "Who are you?!" she snapped. "What are you doing in my house?!"

The guy – a red-haired, blue-eyed young man – chuckled, as he casually stepped inside. "Easy, there," he said. "Just wanted to talk, kitty-cat; got a _job_ for you."

Felicia's eyes narrowed. "I don't know _what_ you're talking about," she hissed, "so I suggest you get out of here before I call the _police..!_"

"Who do you think let us _up_ here, girlie?"

That second voice caused Felicia to whirl around with a gasp, as another stranger – a much taller one – appeared in her side-door, with two others with him…and in his hand was the book she'd lifted, last night. "Got it, Deke," the second intruder added. "Catch!"

Grinning, "Deke" caught the book as it was tossed to him, before skimming it, stopping at one page…and then shutting it. "You oughtta be glad you're dealing with _us_, kitty-cat," he sneered. "Anyone else that we work with would've just _gutted_ you." He grinned. "But hey, I'm a former hood, myself; I know how the game works – it wasn't anything _personal…_"

Gulping, Felicia opted to play along. "It never is," she agreed. "You want it, you can _have_ it; just let me go…"

"Deke" frowned. "See, _that_ I can't do," he said. "You see, this wasn't the _only_ thing we were after, last night; you messed it up…"

His smile turned sinister, as his canine teeth elongated. "…so _you_ gotta fix it."

Felicia's eyes widened. "You're…y-you're..!"

"Deke's" pal laughed. "She's getting' it _now_, eh, Deke?"

Felicia tried to calm her thoughts. "H-How are you standing here in _daylight?!_"

"Deke" just smiled, before he took out a bottle. "Best damn thing you humans ever came up with."

Felicia was incredulous. "_Sunscreen??_"

"Deke" shrugged. "With a few modifications," he admitted. "So, kitty-cat, what'll it be? A job?"

His smile turned deadly. "Or _dinner?_"

Felicia gulped. "D-Do you _really_ have to ask?"

"Deke" grinned, as his fangs retracted. "Smart girl." He turned to go. "We'll contact you with the details." He glanced to his cohorts. "Time to go, boys; even with _sunscreen_, the damn sun's makin' me _sick._"

"I hear _that_, Deke," his pal agreed. "Let's _go._" With that, the small entourage of vampires casually strolled past Felicia, leaving her in her house, as if nothing had happened.

Alone again, Felicia felt herself drop to her knees. '_Oh, God, Black Cat…what have you gotten yourself into __**this**__ time?!_'

XXXXXXXX

_Xavier Institute_

The Institute was quiet as Kitty, Tinya, and Amanda walked in through the main entrance, which neither of them minded too much; with all the activity that always seemed to fill the Institute in some form or another, these pre-twilight minutes were often a welcome relief.

As the three of them headed upstairs to their respective rooms, Kitty glanced to her two comrades. "So, what are you two up to, tonight?"

Amanda shrugged. "Well, Kurt and I were going to try and catch a movie," she answered, "provided Logan or Madelyn doesn't stick us with some insane training-session."

Tinya nodded. "_Tell_ me about it; I swear, those two are _worse_ together than they are apart."

A faint smile crossed Amanda's face. "Do you get the feeling that maybe she _likes_ him..?"

"_EEEWW!_" Kitty cried. "_So_ don't need to hear that, Amanda!"

"Sorry." Amanda's smile returned, as she glanced to Tinya. "What about you, Spooky? Any plans with our favorite Metal-Head?"

Tinya glanced down to hide her faint blush. "Nothing tonight," she said, "but we were thinking about doing something tomorrow…"

The end of her sentence was drowned out as a sonic boom shook the air above the Institute; for a moment, the three of them paused, half-expecting a familiar red-blue blur to race past…but when none came, they all frowned worriedly, as they realized that their friend had retreated to his room.

_Again._

"That's like, the fifth time he's done that, this week," Kitty said.

Amanda nodded. "He must _really_ be hurting."

"Should we talk to him?" Tinya asked.

"I don't see what choice we have," Kitty replied. With that, the three of them headed upstairs, to check on their friend.

Upon reaching Clark's room, Kitty gently rapped her knuckles on the door, before slowly opening it. "Kal..?" she asked, peeking in.

Clark's room was, mostly, the same immaculately organized room it always was, with the only article out of place being Clark's red-and-blue uniform, haphazardly tossed on his bed…which looked like it hadn't been slept in for a while. Clark himself, clad in a white t-shirt and blue jeans, was at his desk, darting back and forth between two laptops; one was his regular laptop, where he managed his university projects, and the other was a crystalline white computer – one of the Fortress' crystal-processors in laptop-form. "What are you working on?" Kitty inquired.

Clark's eyes didn't leave the crystal-screen. "Research," he answered, reaching for his regular laptop, his hands blurring over the keys for a few seconds, before turning back. "On patrol, last night, we…encountered something."

"What?" Kitty asked, as she peered over his shoulder; the main interface-screen of the crystal-computer was lined with incomprehensible Kryptonian glyphs, but within the main browser window was an English site…with an unmistakable topic. "_Vampires??_"

"I know how it sounds," Clark said, "but they're quite real, Kitty…and they're _very_ good at keeping a low profile; I've searched high and low with this crystal-processor. They must be keeping their important files on a private server; all I've been getting is just myth and hogwash."

Glancing to their friend, Amanda looked worried. "And what about _you?_"

"What _about_ me?"

"Kal, it's been a week," Tinya added. "Are you…okay..?"

"I'm fine."

Kitty's hands went to her hips. "Kal, you are _not_ fine; we haven't seen you for more than five minutes in over a _week._ What have you been _doing?_"

Clark put his hand to his head, blinking. "I'm…I'm _sorry_," he admitted. "It's just…I've been pretty busy; before I started this research, I was doing double-shifts on patrols, the past couple days, in addition to my work at the Bugle. In my free time, I've also had to start putting the finishing touches on my dissertation, as well as help Batman make a few modifications to Beacon, plus I've been reviewing some of my father's old unfinished projects…"

"_Kal!!_" Kitty cried. "We _get_ it!" Her expression was mildly horrified. "_God_, Kal…when do you _sleep?_"

"I don't _need_ to sleep, remember?" Clark answered. "I can last as long as the sun shines."

Amanda shook her head. "Kal, just because you _can_ go without sleep doesn't mean you _should._"

"There's too much to do," Clark replied, looking back to his computer-screens. "I have responsibilities…"

"What about your responsibility to _yourself?_" Tinya pressed. "When in the last week have you done _anything_ to just _relax?_"

For a moment, Clark paused. "I…I haven't…" he began, before shaking his head. "Maybe…maybe I _could_ take a few hours off; I could catch a ball-game, or take a walk, or go to a movie with…"

His face paled, as he stopped in mid-sentence, realizing how he'd planned to finish it.

…_with Ali._

Clark got up. "I need to go." Before anyone could stop him, he strode out of his room, prompting the others to hurry after him.

Clark had just rounded a corner when he came face-to-face with a worried-looking Anita, who, until then, had been holding her cell-phone. "Kal, I need to talk with you…"

Clark grimaced. "Anita, this isn't the best time…"

"Kal, _please_; this is _important._"

Her tone caused Clark to reconsider. "Okay, Anita," he replied. "What's wrong?"

By then, Kitty, Amanda, and Tinya had caught up. "What's wrong?" Kitty asked.

Anita's expression turned stricken. "I just got a call from a friend of mine; she's in trouble."

"What kind of trouble?" Tinya inquired…before her expression turned horrified, as Anita _told_ them what her friend had gotten herself into…

XXXXXXXX

_New York_

As the sun began to set behind the countless skyscrapers, the waning red light seemed to set the city ablaze with colour…but Blade couldn't find it in him to enjoy the sight.

He knew _far_ too well what twilight meant: vampire playtime was less than an hour away.

It was time to get to work.

Walking away from the lone window in his private dojo-like chamber, Blade strode out into the machine-shop/warehouse that he and Whistler used as their base of operations. By the time he got there, Whistler was waiting for him; spotting him, Abraham Whistler, tall, gaunt, and in his fifties, limped away from his workbench, his black sleeveless t-shirt and blue work overalls stained with grease, just like his long, white hair, and his white beard, before sitting down next to a reinforced steel chair. "Okay, boy; time for your medicine."

Blade snorted. "Yes, _dad,_" he sassed back, before striding over and sitting down. As Blade strapped himself into the chair, Whistler took out a black mouthguard, and held it out, allowing Blade to pop it into his mouth, before strapping Blade's free arm in. With Blade secured, Whistler took out a syringe, filled with dark red liquid, tapped it to clear the bubbles, and then inserted it into Blade's arm, injecting him.

For a few seconds, Blade was fine…until he started to twitch. His twitching soon turned to shakes…and then to a full-body convulsion, as his very blood seemed to _boil_ in his veins. After a few agonizing minutes, Blade's seizure began to diminish, until he was normal again.

Whistler grimaced as he started to unstrap his comrade. "We have _got_ to find a better way to give you that serum."

A tired Blade removed his mouthguard before speaking. "Hey…it _works._"

"Yeah," Whistler agreed, "for _now._"

His injection complete – and the Thirst safely suppressed, again – Blade moved to his work-bench, starting to strap on his gear. "So, do I have a game-plan, tonight, old man, or should I just wing it?"

Whistler's expression indicated that he wasn't in the mood for their usual half-hearted sniping. "One of our contacts has informed me that Frost is planning something on the east side," he said. "Whatever it is, it's big enough to merit him covering it up with one of his raves…"

"…meaning that, if it turns into a clusterfuck, he's got a miniature army to bail his ass out," Blade finished. "Too bad for them."

Whistler snorted. "It'll be too bad for _you_, if Space-Boy and his team gets involved," he muttered. "You run into 'em, for God's sake, _don't_ piss 'em off."

Blade scowled. "Yeah, I'll see if they want to join the tea-party," he snapped.

Whistler glowered at him. "Dammit, boy..!"

"Relax, Whistler; I know the routine," Blade said, as he finished loading up his gear, before he strode towards his jet-black, modified muscle-car, carrying his duffle-bag filled with weapons. "Get in fast, kill as many as possible, get out fast. I'll be gone before Blue-Boy can raise a stink."

Whistler's scowl dimmed. "Just don't do anything stupid."

Blade chuckled. "Hey, it's _me!_" With that, he hopped into his car.

The roar of the engine drowned out Whistler's last words. "Yeah; that's what I'm _afraid_ of…"

XXXXXXXX

It was a given fact that cats preferred the dark; every time the sun set, it was all but guaranteed that every cat worth their nine lives would be out on the prowl…but as the sun dropped behind the New York skyline, blanketing the city in shadows, _one_ cat couldn't find it in herself to enjoy the darkness.

As night fell, Black Cat grimaced to herself as she saw the sun vanish, before grasping the golden-framed, sapphire necklace that she'd been eyeing, last night. After reassuring herself that it was still there, she looked around the rooftop she was perched on. '_Come on, Anita; I can't afford to just wait around..!_'

"Well, fancy meeting you here."

Her eyes going wide, Black Cat whirled around to spot Spider-Man perched on a wall beside her. Turning, she was about to break into a run, when a familiar green haze appeared in front of her, depositing Siryn, that girl Phantom, and Batman in its wake. "Take it easy, Cat," Siryn soothed. "We're here to help, like I told you on the phone."

Black Cat gulped. "Tell that to _him,_" she replied, pointing to the Dark Knight.

"We have bigger fish to fry than _you_, Black Cat," Batman snapped. "Whatever these vampires are planning, it's a lot worse than a few stolen artefacts. Help us deal with it, and we'll advise the police to take that into consideration in trying you."

Black Cat frowned, her hands going to her hips. "So after all this, I'm _still_ going to jail?"

Siryn raised her hands in a calming gesture. "Why don't we worry about that _after_ this is over?" she suggested. Turning to Batman, she added, "Didn't you have something you needed to give her?"

The Dark Knight nodded, as he took a small capsule out of his utility belt. "This capsule contains a high-powered micro-transponder within a gel-based bio-adhesive; it'll adhere to the side of your mouth, but it can easily be moved," he explained. "Biting down on it will activate the transponder, allowing us to locate you; once you have a visual on whoever's behind this, bite down on it. That should allow us to locate you."

Black Cat gulped. "'Should'?"

Spider-Man shrugged. "Hey, we're in the same boat as you, Cat," he quipped, holding up a high-tech-looking spray-can. "If this stuff tanks, we're _all_ screwed."

"Why doesn't that make me feel better?"

Batman's eyes narrowed. "We've wasted enough time," he snapped. "Every second you delay is another second they have to get suspicious; _move._"

Black Cat rolled her eyes. "Forgive me for not being in a hurry to meet a bunch of blood-sucking _vampires._" With that, she darted towards the edge of the rooftop, and fired her grapnel-gun, swinging off.

She didn't know which was worse: the guys who had threatened to kill her…or the ones trying to _save_ her.

XXXXXXXX

"Okay, is anyone _else_ as creeped-out as I am?"

From their standby position in an alley to the west of the warehouse that Black Cat had identified, Aquaman, Leviathan, Shadowcat, Nightcrawler, and Daytripper could only wait for the order to move in, while keeping an eye on how many people – most likely vampires – entered the warehouse. Turning around, Aquaman answered Daytripper's inquiry. "We're _all_ spooked by this, Amanda," he assured his younger comrade. "_Nobody's_ saying otherwise, but we need to stay focused."

Leviathan nodded. "Yeah, Amanda; we just have to…put aside…_every_ horror-move we've ever watched…okay, that sounded lame even to _me._"

Daytripper frowned nervously. "Yeah, _you've_ got nothing to worry about; you've got a built-in flak jacket."

Nightcrawler placed a comforting hand on her shoulder. "Ve'll be okay, _liebe,_" he promised.

Walking next to the Atlantean prince, Shadowcat glanced towards the warehouse. "How many so far?"

Aquaman grimaced, as he turned towards her. "I count over three dozen, easy."

Shadowcat gulped. "That's a _lot_ of vampires…"

"Yeah; Kal said to let him and his team take point when we breach," Aquaman said. "He got the impression that these bloodsuckers have some kinda beef with him."

Shadowcat blinked. "_Why??_"

"Beats me." Aquaman started to turn back towards the warehouse. "In any case…"

"Excuse me?"

Turning, the entire group was surprised to find a rookie uniformed cop – likely only in his 20's – standing at the entrance to the alley. "You…you're a member of the Justice League, aren't you?"

Aquaman suppressed a groan at the cop's tone. '_Great; a fan._' "Yes," he answered, "and I'm afraid now isn't the best time to talk."

"Why?" the kid asked. "You're on a mission?"

"Something like that."

The cop's expression turned serious. "Does it have anything to do with that warehouse, over there?" he asked. "Because if it does, I might be able to help."

Shadowcat blinked. "Really?"

The cop nodded. "We've had our eyes on that place for the past few months; _something's_ going on, there," he said, before pointing to the side of it. "Just come take a look at this."

Arching an eyebrow, Aquaman took a few steps ahead of the cop. "Okay, but I don't see anything…_AACK!_"

The second he'd turned his back, the cop drew an ultra-thin cord and looped it around his neck, trying to choke him out. Quickly, Shadowcat dove at their comrade, phasing him out of the crooked cop's grip, while Leviathan grabbed him and _threw_ him into the alley. Vanishing into a sulphurous cloud, Nightcrawler reappeared in front of the crooked cop, slamming him with a mid-air kick, sending him crashing to the ground. As he tried to get up, Daytripper closed on him, her spray-can drawn, as she sprayed him; the cop howled, wiping his face, as the solution stung his eyes…

…but nothing happened.

Daytripper's eyes went wide. "It's…it's not working!"

Leviathan grimaced. "I thought that stuff was supposed to stun vampires; why isn't it working..?!"

"That's 'cause he's _not_ a vampire."

That gravelly voice caught them all by surprise, as a trenchcoat-clad, well-armed, African-American man stepped out of the shadows, his eyes narrowed as he yanked the crooked cop onto his feet, before slamming his abdomen with a punch, and then grabbing his collar and smashing him into the wall. "Okay, shit-stain, where's your glyph? I _know_ you got one."

The cop sneered. "I ain't tellin' you _nothing_, Daywalker!"

The cop's remark instantly reminded Leviathan of Superman's warning. "I'm guessing you're this guy Blade." Blade ignored him, as he continued to roughly search the cop. "Uh…didn't you just _say_ he was clean..?"

"I said he wasn't a _vampire_," Blade snapped, as he forced the cop to bend over, exposing a bald spot at the back of his neck. "Take a look."

Sure enough, there, tattooed on the back of the cop's neck, was an arcane-looking symbol. "What _is_ that?" Daytripper asked.

"A vampire cattle-brand," Blade answered. "This little shit's a _familiar._"

Grimacing, Aquaman rupped his throat. "A _what?_"

"A vampire-in-waiting," Blade said, glaring at the cop in disgust. "Some time ago, vampires got it in their heads to get humans to do their dirty work, and dangled immortality in front of 'em to do it." He kicked the cop's legs out from under him, forcing him to his knees. "Little pukes like _this_ punk figure if they kiss enough bloodsucker ass, their masters'll turn 'em."

Shadowcat was horrified. "Are you _serious..?_"

The cop found his voice. "Better to be the one _leading_ the cattle to slaughter than to be slaughtered..!"

"_Shut up!_" Blade barked, drawing an automatic. "I ain't got time for you, shitface, so you'd better start talking; what's Frost up to?" He took aim at the back of the cop's head…

"_Hold_ it, pal," Aquaman snapped. "I don't know what _you're_ doing here, but that's _not_ how we do things..!"

"Then you'd better _wake up,_" Blade snarled. "This isn't one of your 'League's' little Good-Samaritan runs; this is _war_. It's us or them." He pressed the gun to the cop's head. "This little puke _picked_ his side." He looked back to the cop. "You want to be a vampire, shitface? Then you can _die_ like one…"

"_I don't know what Frost is doing!!_" the cop wailed. "All I know is that he needed some thief to get what he needed!"

Blade's eyes narrowed behind his shades. "And what's _that?_"

"The Tome of the Progenitor, the Blood Sapphire, and a sacrifice! That's all I know, I _swear!!_"

Phantom's eyes widened. "But…if Black Cat is bringing this stuff to this Frost guy…then..!"

Nightcrawler gulped. "_Mein Gott_…_she's_ zhe sacrifice!"

Snarling, Blade spun the cop around, and knocked him out with a punch. "You _kids_ want to play nice? Then you can just _stay here_," he spat. "If that's how you operate, then you're a _liability._" With that, he darted off, keeping to the shadows…as he headed towards the warehouse.

Grimacing, Aquaman switched on his communicator. "Superman, this is Aquaman; we've got a problem, here…"

XXXXXXXX

By the time Batman had reached the rooftop he was using as a vantage point, Superman had already seen Black Cat enter the warehouse. "What's the situation?" Batman asked.

Superman's electric-blue eyes were narrowed. "She's moving through the crowd; apparently, whoever's behind this is using a rave to cover their activities," he said. "She's met with this guy's enforcers; they're leading her somewhere…"

Batman nodded. "Spider-Man, Siryn, and Phantom are standing by, as are Aquaman and his team; on our orders, they'll breach." His lidless eyes bored into Superman's. "Are _you_ ready?"

Superman met his glare. "Aren't I always?"

"Normally, yes," Batman replied, "but lately…"

"I'm not going to fall to pieces, _Batman,_" Superman snapped. "What happened isn't going to affect my judgement."

"Good," Batman said, "because I was also going to advise you to keep your eye-ray usage to a minimum."

Superman arched an eyebrow. "Come again?"

"Vampires are incredibly sensitive to solar energy…which you re-channel through your eyes," Batman answered. "This is only a theory, but they should be even _more_ susceptible to your peepers than most."

Superman nodded. "In that case, I'll be careful."

"_Superman, this is Aquaman; we've got a problem, here._"

As Arthur's voice came in over the radio, Superman quickly answered his hail. "What's the problem, Arty?"

"_That guy Blade you ran into, yesterday…he's about 6'1, in black kevlar, with a preference for swords and guns, right?_"

Superman's eyes narrowed. "You saw him?"

"_Yeah; we bumped into a cop on the vampires' payroll, just now, and Blade got some info out of him. The guy we're after goes by Deacon Frost; he's the one who hired out Black Cat…but he's going to double-cross her; whatever he's doing needs a __**sacrifice.**_"

Superman's eyes went wide. "_Jesus…_"

"_Oh, it gets better; after getting that little tidbit, Blade ditched us to go crash Frost's party._"

Superman grimaced, as he widened the transmission to their entire team. "This is Superman; we are go for breach! I repeat: we are go! Proceed as planned!" Switching off his communicator, he turned to Batman. "Let's _move._" With that, he flew towards the warehouse, as Batman fired a grapnel-line, swinging after him.

XXXXXXXX

_A few minutes earlier_

The first thing Black Cat noticed when she came to was that she had a _monster_ headache. '_Ugh…what __**happened**__..?_'

The last thing she remembered was walking through the warehouse doors and into a rave; she'd met up with two of "Deke's" men, who had led her into a smaller room…and then nothing.

Sitting up, Black Cat looked around, and found herself sitting on a ceremonial altar, inside a completely black chamber, stretching up over fifty feet, with numerous stone columns, utterly devoid of windows, lit only by a circle of candles around the room. '_Okay, I'm officially creeped-out…but then again, I am dealing with vampires…_'

_Vampires._

Felicia's eyes went wide, as her panicked hands went to her neck…and found no puncture-marks there. Relieved, she lowered her hands…before taking notice of the heavy chain-shackles clasped to her wrists, matching the chains on her ankles. '_What the..?!_'

"Someone's awake, I see."

Looking to her right, Black Cat's eyes narrowed as "Deke" and his twelve-man crew walked into her line of sight. Quickly, she bit down on the capsule in her mouth. "What is this?!" she shouted. "We had a deal..!"

"Yes, we did; you give us what we want, and we don't suck you dry," Deke answered. "Never said we wouldn't _kill_ you."

Deke's burly comrade – the one with some of his arm missing – grinned savagely. "That's what ya get when ya cross _vampires_, girlie!"

Black Cat gulped, her mind racing; _how_ could this have gotten so out of hand?! "C-Can't we _talk_ about this..?"

"Nothing to talk _about_, kitty-cat," Deke said, walking towards the large, monstrous-looking statue, stopping at the stone podium, where the ancient book rested, opened to one page. Embedded in the chest of the statue was the necklace Black Cat had stolen.

Glancing down at the page, Deke took a deep breath, and began to recite. "_Nephre, Shu'kre, Moru'noth…_" he drawled, in some ancient tongue, before declaring in English. "_O Ancient Master of the Night, hear your chosen people's cry! Your disciples languish, having strayed from their true path; we call to you to lead us back! Hear us, and awaken, O Mighty La Magra! Your chosen ones call to you!!_"

The room was completely sealed, but a cold wind still blew in from nowhere, as a cloud of pure _blackness_ seemed to coalesce in front of the statue…before a pair of glowing-red, _evil_ eyes appeared in the centre of it.

"_**Speak.**_"

That utterly _demonic_ voice made Black Cat want to curl into a ball and hide under her bed, but Deke just smiled. "O Mighty La Magra, I am thy humble servant, Deacon Frost," he said, bowing. "I am honoured that thou deigned to answer…"

"_**You dare to flatter me with buttered words, whelp?! Speak thy purpose, or suffer my wrath!!**_"

"Willingly, Mighty One," Deacon said. "Long have I studied my people's history; 'twas many years ago that thou didst bestow the gifts of strength, restoration, and longevity upon the first of your chosen, and did command that all those who would follow him would rule the night, and shun the day…"

"_**Speak not of things that are easily known, whelp; my patience is far from infinite.**_"

Deacon bowed low. "Mighty One, I humbly ask that, in thy wisdom, that thou see fit to bestow upon me the power that thou did give to the first of your chosen."

The dark entity known as La Magra let out a roar that shook the room. "_**Thou darest much to make such demands of me, worm..!!!**_"

"'Tis not for my glory that I ask, Mighty One!" Deacon cried, bowing. "Thy mighty eyes see much; surely, thou hast seen the decline of thy chosen. Once, my kind were feared as the unmatched rulers of the night…and yet now, they cower before the very beings they prey upon."

La Magra's eyes narrowed, his roar receding to a grumble. "_**This displeases me.**_"

"Indeed, Mighty One; your chosen have grown stagnant, complacent – unworthy of your favour. This is why I come to you, now." Deacon lowered his head. "Make me your new messenger among your chosen; grant me the power that you bestowed upon your first, and I will lead my people back to you! The vampire race will reign supreme over this planet…and your shadow will blot out the accursed sun!!"

La Magra chuckled. "_**This pleases me,**_" he said. "_**And I see you have the sacrifice. Very well, Deacon Frost; so that you will make my chosen worthy again, I will make you worthy to do so. You will be as the First of my chosen was: a true deathless man, untainted by decades of stagnation. Spill the blood of this sacrifice – this first lamb to my slaughter – and the pact is permanent.**_"

Deacon smiled. "_Willingly_, Mighty One!"

"_**Then it is done.**_"

At those words, the eyes vanished, before the cloud descended on Deacon, engulfing him completely. For a few agonizing moments, Deacon's screams of agony could be heard, before the cloud vanished, leaving a very _different_ Deacon Frost behind.

His skin was now an unearthly pallor. His hair was now pitch-black, his eyes blood-red, with pupils so dark, he seemed to have no iris at _all._ Even his _clothes_ were stained dark by La Magra's touch.

Deacon's burly comrade gulped. "Deke?" he asked. "You okay there, man?"

Deacon chuckled, his voice now much lower, resembling La Magra's growl. "_Better than ever, Quinn._"

Quinn breathed a relieved sigh. "You had us worried, for a second there, Deke," he said. "Got to hand it to you; that was some _nice_ fast-talking! Who _knew_ you could pull off that old-style-talking shit?"

Deacon laughed, which made Black Cat's blood run _cold._ "_Amazing what you can pick up in a library, isn't it?_" His smile turned sinister, as he glanced towards Black Cat. "_Still, I'd better do what the old smoke-cloud wants._" He started to walk towards her…

His stride was interrupted by a low whirring noise, as Deacon darted to the side, evading a whirling blade as it decapitated two of his men, causing them to erupt in flames, while the bladed chakram whirled back to its owner's hand, just as its owner walked out from behind a column. "Frost."

Deacon smiled. "_Daywalker,_" he chortled. "_I was hoping I'd run into you, tonight._"

"Careful what you wish for."

Deacon chuckled, extending his arms. "_As you can see, I've gotten a little upgrade, since the last time we mixed it up._"

Blade's eyes narrowed behind his shades, his hand reaching for his sword. "New fancy packaging, same lame-ass product."

"_Well, then, in __**that**__ case,_" Deacon mocked, "_come and __**get**__ me._"

Blade didn't need any more urging than that; in seconds, he was running straight at Deacon, drawing his sword as he opened fire at two more of Frost's flunkies, turning them to ash and scattering the other eight, before closing on Frost.

Deacon didn't even move; a perfect target. Blade didn't hesitate.

_FWAAAAPP!!_

Blade's silver-bladed sword cleaved through Deacon's torso like a hot knife through butter, cleanly bisecting his upper and lower bodies…but instead of bursting into flame, Deacon's severed torso spilled out a torrent of blood, which streamed towards his legs, pouring into the wound-tract, before coagulating like jelly…_and pulling him back together._

Deacon chuckled as his torso knitted itself together. "_That tickled._"

For a moment, Blade's expression was incredulous, but it quickly hardened, as he unloaded a full clip into Frost, filling him with silver-bullets…but he didn't even _twitch._ "What the f..?"

"_I'm like __**you**__ now, Blade: all of our strengths, and none of our weaknesses,_" Deacon sneered. "_Hell, if I read our history right, I may have picked up a few bonuses!_" He motioned for Blade to come forward. "_Surely the great Daywalker can do better..!_"

His taunt was cut off as Blade came at him again, sword flashing; the silver edge scythed through Deacon's arm…which instantly reattached itself; the sword cleaved off Deacon's ear as Deacon almost evaded a vertical slice…but the ear re-grew. Growing frustrated, Blade stabbed forward, burying the silver metal in Deacon's heart; Deacon gasped, causing Blade to think he'd finally scored a hit…until Deacon chuckled, and slammed Blade with a backhand strike, sending him flying across the room. "_You're outclassed, Blade,_" Deacon chuckled, cracking his knuckles as he stalked towards his dazed foe. "_You know, you're quite the bogeyman to every vampire across the country – watch out, or big, bad Blade will come get you. If only they could see you, now…_"

Deacon was cut off, as the entire room started to rumble. A recovered Quinn looked nervous. "Deke…y-you don't think that La Magra guy double-crossed us..?!"

"_No; this is different,_" Deacon snapped. "_This is coming from…outside..!_"

As soon as he had said that, the entire ceiling of the chamber gave way…as Superman and his entire strike-force descended from the opening that the Man of Tomorrow's fists had pounded into the black stone. "Batman, Spidey, suppressing fire!" Superman ordered. "Siryn, covering Shadowcat and Phantom while they free Black Cat; Daytripper, keep Nightcrawler and Leviathan covered while they retrieve those artefacts!" His eyes narrowed as he finished. "Aquaman and I will deal with the ringleader."

At once, before the vampires could react, Batman let fly with two black ceramic spheres, which shattered as they hit the ground, erupting into clouds of noxious, pale-yellow haze; two of Deacon's men got caught in the clouds, sending them into fits of fiery coughing, while the rest of them kept a wide berth from the garlic-fumes. As one gassed bloodsucker fell, out cold, Spider-Man snagged the other with a web-line, swinging him around like a ball-and-chain, before tossing him into another vampire, knocking them both out.

With Deacon's forces effectively distracted, Phantom and Shadowcat made a beeline for the trapped Black Cat; two vampires moved to intercept them, their fangs bared, but they were quickly blasted out of the way by Siryn's fire-bolts, allowing the two of them to phase Black Cat out of her shackles. "It's about _time!!_" Black Cat whined, rubbing her wrists. "Do you know what they were going to _do_ to me?!"

Shadowcat rolled her eyes. "You're _welcome._"

Phantom was about to add to her teammate's retort, but she stopped as she spotted one of the recovering vampires closing on them from the corner of her eye; snarling, the bloodsucker charged at them, but Phantom quickly focused, casting her invisibility field over herself, her teammate, and Black Cat. As the three of them faded from sight, the vampire stopped in his tracks, confused…which allowed Shadowcat to move behind him, and phase him into the ground up to his neck, while Phantom dropped her field. "Okay, I think it's time to get _out_ of here!" Shadowcat cried, before she broke into a run, fleeing back towards the others, with Phantom and Black Cat close behind her.

As two vampires ran towards them, Leviathan tackled into one, slamming him with a haymaker, while Nightcrawler easily leap-frogged over the second, vanishing into a brimstone cloud, reappearing on the statue. Grinning triumphantly, he grabbed hold of the sapphire. "Ron, I got zhe – _AACK!!_"

Nightcrawler's exclamation was cut off, as a vampire leapt onto the statue after him, grabbing his tail and pulling him off; Kurt tumbled to the floor, landing in a heap, while the vampire dropped down, stalking towards him…only to be sent flying by one of Daytripper's force-blasts. Pulling himself to his feet, Nightcrawler managed a dazed smile. "_Danke_, Mandy."

While his teammate grabbed the sapphire, Leviathan darted towards the podium where the book rested; his hand was only inches away when a vampire tackled him. The bloodsucker knocked him to the ground, his fangs bared as he reared back and bit down on Ron's neck…

…only to leap away with a cry of pain, his hands flying to his mouth, as blood leaked from his cracked fangs. "What's wrong, fang-face?" Ron taunted, as he leapt back to his feet, unscathed. "Too tough for you to chew?" He punctuated his quip with an uppercut, knocking out the vampire's chipped teeth, along with a few intact ones, before spinning into a back-kick, sending him flying across the room. His foe dispatched, Leviathan turned, grabbed the book, and high-tailed it back towards the others.

Seeing Leviathan start to escape with the Tome, Deacon moved to intercept him…but a red-blue blur darted in front of him, stopping him, as a pair of sky-blue eyes bored into his. "Deacon Frost, I presume."

Deacon chuckled. "_We meet at last._" He glanced towards the recovering Blade, before looking back to Superman. "_You and your little country-club have become almost as big a pain in our collective asses as Daywalker, there._"

By then, Aquaman had moved to face Deacon from behind, in case he tried anything. "We aim to please."

Glancing over his shoulder, Superman fixed Blade with a glare. "Couldn't stay out of it, could you?"

Blade glared back. "Like you can talk?" He motioned towards Deacon. "Watch out for that little shit; he's given himself some kind of damn upgrade…"

Charging at the vampire, Aquaman slammed him with a haymaker…but Deacon didn't even _flinch;_ he just chuckled as Aquaman swung at him, again, catching his hand and _throwing_ him across the room. He was about to close on his dazed victim, but Superman intercepted him at super-speed, his fist a blur as it slammed into Deacon's face, crushing nasal cartilage as Deacon went flying…but instead of hitting the floor, Deacon did a mid-air flip, landing on his feet, before darting towards Superman at an impressive clip, to send _him_ flying with a punch.

Superman hit the ground hard, but did a handspring, coming back up onto his feet next to Blade, glaring at the chuckling Deacon. "_Was that punch supposed to hurt?_" the vampire mocked, his crushed nose re-setting itself.

"Obviously not," Superman muttered.

Blade's eyes narrowed. "Like I told your pal, Boy Scout," he snapped, "if all you're gonna do is hold back…_get out of the way!!_" With that, he charged at Deacon, his sword flashing; in a matter of seconds, he'd sliced off Deacon's arm and leg, and slashed a deep gouge in his torso…but all of those wounds repaired themselves just as fast, in time for Deacon to send him flying with another punch.

Superman's expression was sardonic. "As opposed to _your_ approach."

Deacon just sneered. "_You know, before I turned, I used to be so scared of you,_" he mocked, darting towards Superman with that same unearthly speed. Superman quickly darted to the side, but Deacon just vanished into a cloud of black haze, to reappear behind him, slamming him with a punch. "_Surprised?_" Deacon cackled, 'porting ahead of him, to slam him again. "_The humans call you 'the Man of Tomorrow,'_" he added, porting ahead of him, ready to slam him again, "_but the only Men of Tomorrow on __**this**__ planet…are __**US!!**_" He swung at Superman, once more…

…but his fist was caught by an iron-hard hand. "_Forgive_ me if I'm not impressed," Superman snarled, his hand squeezing Deacon's fist, causing bones to crack, before he tapped _thirty_ percent of his maximum strength.

_**WHAM!!!**_

The air shook as Superman's punch sent the altered vampire flying across the room, crashing through _three_ stone columns, to smash into the ground with enough force to crater it. For a moment, Superman breathed a relieved sigh…until the ground began to shake, as it started to give way without the three columns to support it…

"Everyone! Fall back to the evac point!" Superman shouted. "Siryn, get everyone else out of here!" At once, Siryn summoned her magic, engulfing all the others in green haze, 'porting them away. Superman was about to fly out, when the floor gave way under his feet, dropping him, Blade, and Deacon into a large dance hall, filled to the brim with partying vampires.

As the ceiling gave way, the crowd of bloodsuckers burst into screams, trying to get away from the rubble, but their terror died down as they saw who the ceiling had deposited in their midst. "Hey…isn't that Deke?" one asked.

"Looks like him, but…_what the hell?!_"

"The Abomination!!"

"What's _he_ doing here?!"

"And the _Daywalker?!_"

As Superman and Blade got back on their feet, Deacon just chuckled. "_I promised you all a party, didn't I?_" He gestured to the two of them. "_And what could be more fun than beating the shit out of the two of the most hated figures our people know of?_" His grin grew even _more_ sinister. "_Now…have fun!_"

As the crowd of vampires closed around them, snarling, Superman's eyes narrowed, as pinpricks of red light appeared in his pupils; he targeted the nearest vampire, directing the bare minimum amount of energy to his eyes, releasing an almost burnless invisible beam…

The second the beam hit the vampire, a flash-flare of flame erupted around him, vanishing the second Superman stopped the beam, as the scorched vampire dropped to the floor, groaning, while his cohorts inched away.

Batman had been _right_; they _were_ susceptible to his eye-rays.

Blade took notice, as well. "Took your time _growing_ a pair, boy," he snarled, readying his sword. "If you're _finally_ ready to roll with this, fine; you scorch 'em, and I'll slice 'em."

Superman ignored the shot, his thermal-vision sweeping the room…and spotting several cooler heat-signatures; _human_ ones. "No; we're pulling out," he snapped. "There are _humans_ here…"

"Then they're _familiars._"

Superman felt his teeth grinding. "The longer we waste time here, the more time Deacon has to do whatever it is he's up to..!"

"Then we _won't_ waste time," Blade shot back. "Killing off Frost's forces is bound to put a kink in his plans..!"

"This _isn't_ up for debate!!" Superman roared. "We're _leaving!!_" Before Blade could argue, Superman grabbed him by the shoulder, and flew them both straight up at lightning speed, escaping through the hole in the ceiling he'd made on their way in.

As they touched down on a rooftop a few meters away, Blade yanked his arm away from Superman's hand. "_Don't_ _**ever**_ do that, again, _boy_," he snarled. "You _don't_ interrupt me in the middle of a hunt..!!"

Superman just glared back at him. "Don't you mean _slaughter?_"

"_Don't_ talk to me about slaughter!!" Blade exploded. "Each and every single one of those vampires can and _will_ kill about a hundred humans in a year..!"

"Like the humans _in_ that room?!" Superman roared. "You were going to kill _them_ right along _with_ those vampires..!"

"_Wake __**UP!!!**_" Blade thundered. "Those _weren't_ the good little humans you're trying to save; they've _chosen_ their side! This is _war_, Boy Scout; it's _us_ or _them!_"

"Oh, _really?!_" Superman exploded. "Well, _where_ does it _end_, _Blade?!_ What about the humans who _don't_ know what they're getting into?! What about the humans who were turned _against_ their will?! Where's _their_ justice?!" He looked Blade right in the eye. "_Explain_ to me how _you're_ any different from _**them!!**_"

At that, Blade's eyes went wide behind his shades – he'd clearly struck a nerve – before they narrowed, again. "There's no other way."

"There's _always_ another way."

For a moment, the two just glared at each other, at an impasse…until Superman's communicator flared to life. "_Hello? You there, Big Blue?_"

Superman switched on his transmitter. "I'm here, Web-Head."

"_Oh, good,_" Spider-Man replied, "_because we're all just sitting here, trying to figure out our next move…_"

Superman glanced towards Blade…and closed his eyes, trying to calm his earlier anger. "Let me get back to you on that, Spidey."

"_Okay, big guy. Web-Head out._"

Switching off his communicator, Superman met Blade's gaze. "Whatever Frost is, he's _worse_ than any vampire."

Blade nodded grimly. "We can agree on _that_ much."

"Yes," Superman conceded, "as well as on the fact that we have _no_ idea how to fight him."

Blade arched an eyebrow. "And you think _I_ do?"

"You know more about vampires than _I_ do," Superman admitted. "We can't do this alone…and I don't think _you_ can, either."

Blade scowled…but he nodded reluctantly. "Say I agree to help you," he said, "when it comes down to it, I'm _going_ to take him out."

Superman met his stare. "We'll see."

"_Will_ we?"

Superman's eyes narrowed. "_Yes._ We _will._"

Blade arched an eyebrow…and then tossed a piece of paper towards him. "Tell your little posse to meet me there," he muttered, before he turned, and ran towards the edge of the rooftop, leaping off into the shadows. Catching the paper, Superman opened it, read the coordinates, and then took off, to meet up with his teammates, and bring them up to speed.

He did _not_ like this…but there was no other choice.

XXXXXXXX

After meeting up with Superman, the entire team, plus Black Cat, quickly headed to the coordinates that Blade had given them: an old, run-down, abandoned warehouse, not too unlike the one they had just escaped from. "Okay, _what_ is it with gun-wielding psychos and creepy hideouts?" Black Cat complained.

"If you can explain that, you'll have explained half of my crime-fighting career, Cat," Spider-Man quipped.

"_Forgive_ me for not living in a _mansion_ like _some_ people."

Blade's voice took most of them by surprise as the vampire-hunter walked out of the shadows, heading towards the drop-down loading-door, to open it with a press of a button on a side-panel. Shadowcat gulped. "Are we _sure_ about this..?"

Superman met Blade's glare with his own. "_No,_" he muttered, "but we don't have any other options."

"_Believe_ me, I'm not fussy about this, either," Blade snapped. "You think I _want_ to work with a bunch of _kids..?_"

"Didn't bother _me_ none, boy."

At the sound of that gruff voice, Blade's scowl grew, as an older man strode into view. "Whistler…" he warned.

The man – Whistler – ignored Blade's tone. "Judging from all of your expressions, I take it that Blade here was his usual charming self when you met him," he groused. "Hope you don't hold it against him _too_ much; he gets grumpy without his serum." With that, he motioned towards the warehouse; grumbling, Blade nodded, and headed inside.

Siryn arched an eyebrow. "And _you_ would be..?"

"Abraham Whistler," the man answered. "I suppose you could say I'm the brains of this little outfit." He gestured towards the warehouse. "Well, I guess I've kept you all out long enough; come on in." At that, he started to walk back inside, as the others slowly followed.

As they walked, Superman couldn't help but be suspicious. "You're awfully welcoming for someone whose associate wasn't too keen to work with us."

Whistler shrugged. "What can I say? I guess I'm just interested to meet anyone the damn vampires hate enough to slap a Blood Oath on."

Shadowcat blinked. "A _what??_"

"Blood Oath; vampire death-sentence," Whistler explained. "Whenever someone _really_ pisses the vampire Council off, they slap on one of those on 'em; Blade's got one, and so does your Kryptonian pal."

"But _why?_" Aquaman asked. "None of us have ever even _seen_ a vampire, before now!"

"Vampires got their fangs in a lot of pies," Whistler said. "When yer League started in on some of 'em, the pinch eventually got back to them." He shrugged. "'Course, that's probably not the _real_ reason."

"Well, _why_, then?" Phantom asked.

Whistler looked Superman in the eye. "Boy, when that 'Warworld' thing was here, word went out that all your powers came from the _sun_; that right?"

"Basically."

Whistler nodded to himself. "Well, there's yer answer."

Superman arched an eyebrow. "Come again?"

"Boy…you get _power_ from the very thing that's been keepin' them _down_ ever since they crawled out from under their rocks," Whistler answered. "If _I_ was a vampire…I'd take that _real_ personal."

Daytripper gulped. "Whoa…when…when you put it like _that_…"

Whistler nodded. "Plus, even the _lowliest_ vampire has an ego the size of the Empire State Building; after Blue-Boy here went public about being from out of town, hearing he's solar-powered likely made the Nocturnae Council have a shit-fit."

Batman's expression was completely flat. "As interesting as this is, it doesn't help us stop Frost."

Whistler nodded. "Well, to do _that_, we'll need to figure out what he was up to…startin' with findin' out what was so all-fired important about that book."

By then, Whistler had led them into what had to be their main workshop; looking around, Superman spotted Blade as he strapped himself into a reinforced steel chair, a mouthguard between his teeth. Walking towards Blade, Whistler took out a syringe filled with liquid. "Just give me a minute; boy needs his medicine." With that, he injected Blade.

As Blade began to seize, Shadowcat gulped. "Is…is he _okay?_"

"He will be, as soon as the serum kicks in." Within a minute, sure enough, Blade's seizures had died down, prompting Whistler to help unstrap him.

"Vhy does he need zhis 'serum..?'" Nightcrawler asked…but his voice trailed off, as he saw Blade remove his mouthguard.

_Fangs._

Superman's eyes narrowed. "He _is_ a vampire."

Whistler shrugged. "Might say he is; might say he isn't," he answered. "Before he was born, his mama got bit when she was carryin' him; the attack forced her into labour, and did quite a number on him in the womb. We still don't know what genetic changes he got hit with, but he retained a vampire's strength, longevity, and regenerative powers, but he's immune to silver, garlic, and even _sunlight._"

"Hence the name 'Daywalker,'" Siryn reasoned.

"Yep," Whistler said. "Just about the _only_ drawback he got stuck with was the Thirst; when I found him as a kid, he was just about out of his mind with it. I had to cook up this serum to keep it under control, and he's been helpin' me kill vampires ever since."

"So…why do _you_ hate them?" Phantom asked.

Whistler's face hardened. "Got my reasons."

Leviathan gulped. "Okay…"

Walking over to his bench, Whistler cleared a space for the book, before booting up his computer. "I managed to get a hold of a file about the vampire language; it should help translate that thing."

At a nod from Superman, Leviathan walked over, and placed the book on the bench, allowing Whistler to leaf through it. After several minutes, the old vampire hunter scowled. "Damn; this is in the vampires' _old_ tongue – only a handful of 'em still speak it."

"Can you translate it?" Spider-Man asked.

"Yeah," Whistler groused, bringing up a few more files, "but it's gonna take longer…"

"We don't have time," Superman said, snapping open his belt-computer and stepping forward. "You have both the modern and ancient vampire lexicons open now, correct?"

Whistler blinked. "Well, yeah, but…"

Superman ignored him, as he simply plugged his belt-computer into Whistler's mainframe, and initiated a download. Seeing what he was doing, Blade scowled. "Kid, do you honestly expect that piddly little thing to download _both_ vampire languages any faster than _our..?_"

_Download complete._

The message on Whistler's screen cut him off; Whistler was mildly wide-eyed as he saw it. "_Damn,_" he muttered, "what kinda rig you _got_ there, kid..?"

Superman remained silent, as he loaded the new language files into his computer's scan-function, and then flipped open the book, and scanned the first two pages, before quickly flipping to the next two pages…and then the next. And then the _next._ And then the _next_; in a matter of minutes, he had flipped through the entire tome, his computer recording the words and commencing translation even faster than _he_ could read them. "Done," he reported. "It should be translated just about…_now!_"

Just then, his computer beeped, as it projected a holographic image of the translated text before them. Whistler briefly scanned the text…and nodded approvingly. "Not bad."

"Okay, so we know what's in the book," Daytripper said. "Now how do we figure out what that guy Deacon Frost was looking at?"

Blade frowned. "Whatever it was, that necklace was part of it."

Superman nodded. "Computer: cross-reference selected text against the term 'sapphire.'" The holo-projection shimmered…and then re-focused on one section of text. Superman squinted at it. "Does the name 'La Magra' mean anything to anyone?"

Black Cat gasped. "Th-That's it!" she cried. "That guy Frost did some weird ritual to summon this guy La Magra; that's who he was talking to!"

Whistler shook his head. "_Damn,_" he muttered. "_Had_ to be _him…_"

"Knew Frost was a psychotic little punk," Blade agreed, "but I didn't think he was _that_ crazy…"

"Someone care to clue us in?" Aquaman asked.

"La Magra – the Blood-God – is the vampire deity," Whistler explained. "Legend has it, he created the first vampire, and gave him dominion over the night; charged him to 'spread his people over the earth as blood spreads over a blade,' or something along those lines. As the legend says, the sapphire is a drop of La Magra's blood in crystalline form; Frost likely needed it to get the guy's attention."

"Um…okay," Shadowcat said, "and Deacon called up this La Magra guy…_why??_"

Blade's eyes narrowed. "It's no secret that Frost's got it in for the Council; thinks they take too soft a stance on humanity," he said. He took a glance at the selected text. "This ritual here looks like some sort of prayer where the invoker pleads with La Magra to receive a fraction of his power; Frost likely plans to knock over the Council and take over, himself."

Whistler nodded. "And if _he_ takes power, Frost won't pull _any_ of his punches; it'll be blood in the streets, every nightfall."

Superman's expression turned firm. "Then we need to stop him."

"_We??_"

Black Cat's voice interrupted the discussion. "Since _when_ did _I_ get roped into this?" she snapped. "I've _already_ been jumped by these fanged psychos _twice_ in two nights, and the _second_ time, I was _bait!_ If you think I'm sticking around for this, you're _crazy!_" She turned on her heel. "I am _out_ of here!"

As Black Cat started to storm out, Whistler scanned down the text. "Do that, girlie, and you'll be dead before daybreak."

Black Cat froze. "What?"

"I'm guessing you heard that Frost needed a sacrifice for this," Whistler said. "In order to keep the powers bestowed, La Magra demands a blood sacrifice as proof of commitment; if he wants to hang onto his upgrade, Frost has to off the chosen sacrifice before dawn." He glanced towards Black Cat. "And I'm guessing that's _you_, missy."

Blade snorted. "If you think you can handle Frost _alone,_ be our guest…"

Black Cat gulped. "I'll stay."

Batman's eyes narrowed. "If we want to neutralize Frost, we'll have to keep Black Cat away from him until dawn."

Spider-Man nodded. "Sunrise is in two hours; that's an awful long time to play keep-away…"

"…and it will be _harder_ once Frost gets personally involved," Siryn agreed. "Surely, he must have _some_ weakness..!"

"We have to hide Black Cat somewhere that he can't go," Leviathan said.

"_Not_ the Watchtower," Aquaman said. "We don't know what kind of distance he can get on that teleportation trick of his; if he gets in there, we're _royally_ screwed."

Superman's expression was thoughtful. "La Magra…he's likely some kind of demon, isn't he?"

"That'd be my guess," Whistler said. "Why?"

"Where's the nearest church?"

Blade scowled. "Kid, I suggest you _forget_ about that idea, right now."

"I agree, Junior," Whistler said. "Crosses and holy water don't do _squat_ against a vampire…"

"Maybe, but Deacon _isn't_ a vampire, anymore!" Superman insisted. "_Think_ about it; where do you think that particular legend _came_ from? At some point, there was at least _one_ vampire like Frost – probably this 'first vampire' you mentioned – and people figured out that holy relics were able to counteract the demonic energy that fueled him!"

Whistler blinked. "Huh," he muttered. "_Huh…_you just might be _onto_ something there, kid."

Blade arched an eyebrow. "You're _serious?_"

Superman's expression was firm. "You've got a better idea?"

Black Cat's expression was blank. "So…what are we doing?"

Phantom scratched the back of her head. "Yeah, I'm kinda lost, too, Big Blue…"

Superman chuckled dryly. "Then listen carefully, guys," he said, "because here's the plan…"

XXXXXXXX

As he stood on a rooftop, looking down at the rest of the city, Deacon Frost scowled as he saw a faint orange tint on the horizon.

He and his men had been searching for the past hour-and-a-half, and found no _sign_ of that little bitch.

He was running out of time; if he didn't kill that bitch before the sun rose..!

"Deke?"

Turning, Deacon spotted Quinn standing behind him, along with three of the odd two-dozen ravers he'd recruited to help track down Black Cat. "I think we got something."

Deacon arched an eyebrow. "_And?_"

Quinn gulped. "A few minutes ago, one of our people on the street spotted that E.T. and his Loser-League at the old cathedral on the west side; the bitch is with 'em."

"_Good; we can take 'em all out at once,_" Deacon snapped. "_How long until our people get there?_"

"Most of 'em should be there, by now, man," Quinn reported, "but it's gonna be a long walk for us; it'll be pretty close to sunrise..!"

Deacon just chuckled. "_We'll have plenty of time, Quinn._" With that, he snapped his fingers, engulfing him, Quinn, and his three flunkies in black fog; when the fog cleared, they found themselves at the old cathedral, where the rest of his forces were waiting.

Quinn whistled. "That's one hell of a time-saver you got there, Deke."

Deacon's smile turned dark. '_It'll save me a lot more than time when I drag that sorry Dmitri out of his mansion and into the sun._' Right now, he wanted nothing more than to track that prick down…but first things first. "_Kill as many of those pathetic humans as you like,_" he said, striding towards the cathedral, "_but __**nobody**__ touches the..!_"

He was cut off, as a sickening sensation ripped through him the very _second_ he passed through the cathedral's outer gates, forcing him to stumble backwards. One of his men looked perplexed. "Deke..?"

His query turned to a cry of pain, as a whirling silver chakram cleaved his arm off, sending him falling, the weapon spinning back to its owner's hand. "Looks like _somebody_ didn't read the fine print."

Snarling, Deacon whirled around to face Blade, his forces doing the same; one vampire drew a gun, and started to take aim, but his arm suddenly burst into flames, making him drop the weapon, as Superman darted past, stopping right next to Blade. "What's wrong, Frost? You look a little _paler_ than usual."

Blade snorted. "Guess holy ground _doesn't_ agree with him, any more," he said. "Vampires _don't_ have any trouble getting into _that_ club, but when you met up with La Magra, the Big Man kicked you out."

Deacon snarled, before glancing to his men over his shoulder. "_Get inside; kill whoever gets in your way, and drag that feline bitch out here. __**I'll**__ deal with these two._" As Quinn and the others hurried inside, Deacon allowed himself a small smirk.

He was going to _enjoy_ bringing down the Daywalker _and_ the Abomination, and once he was done here, he'd have the _supreme_ satisfaction of dealing with Dmitri and his 'Council.'

Oh, yeah; this was going to be _sweet._

XXXXXXXX

After leaving Deacon to deal with Superman and Blade, Quinn led the rest of Deacon's crew into the abandoned cathedral; as they emerged in the incredibly vast main hall, Quinn looked around, finding nothing.

Apparently, their prey were all in hiding.

"Man, I don't like this," one vampire muttered, coughing for a moment. "If Frost's so freakin' powerful, how come _he_ can't come in here?"

"_Watch_ it," Quinn snapped, before he, too, coughed. "Do _you_ want to deal with Daywalker _and_ the Abomination?"

No-one else spoke at that…but several others started coughing. "_Christ_, somebody needs to clear the air in here; it feels like I'm gonna hack up a _lung…_"

The vampire raver got no further, as he doubled over, hacking as if he was doing just that…before letting out a belch of _flame._

The entire group froze, as Quinn started to sniff the air, grimacing as his nostrils started to burn…before his eyes widened. "_Silver!!_" he shouted. "Those little punks laced this place with powdered silver..!"

Quinn's shout was cut off as a pair of black spheres arced through the air towards them, erupting in twin flashes of light; the two vampires closest to them were instantly scalded, while the others were merely blinded. Cursing, Quinn rubbed his eyes, trying to clear them, before opening them again…in time to see a black shape rush by, before apparently flying off into the rafters. "_Son of a..!_"

By then, the others could see again. "Hey…where's Rico?!"

Looking around, Quinn's scowl grew as he saw one of their number missing…along with the growing expressions of fear on the others' faces. "They're just _humans,_" he spat. "We can take them, easily..!"

"_AAAAAAAAAHHHHHHH!!!_"

Rico's scream of terror drowned Quinn out, as their missing comrade fell – or was tossed – down from the rafters, to crash into two more of their number. Milliseconds later, a cloud of brimstone poofed into their midst, as a furry blue foot kicked one vampire into another, before vanishing into another cloud. "Dammit, we're sitting ducks, here!" Quinn cursed. "Split up and _find_ those little punks!" At his orders, the remaining vampires split into two groups, each heading to separate ends of the cathedral.

As they prowled the west end of the hall, one vampire stumbled over something; getting back up, he took a closer look…and smiled, as he lifted up the strand of webbing, before calling back to his eight comrades. "Hey, guys, look! That webbed freak must have been – _AAAAAAAHHHHHH!!!_"

His call turned into a scream, as a web-shaped net was pulled taut under his feet, yanking him into the air while his comrades looked on in horror, before Spider-Man dropped down in front of them, hanging by a thread from the rafters. "Okay, I know you're not supposed to wear hats in church…so I'm pretty sure guns are a _big_ no-no."

Snarling, the remaining vampires started to draw their firearms, but they were quickly cut down by a barrage of force-bolts, as Phantom de-cloaked behind them, unveiling herself, Daytripper, Aquaman, and Leviathan. As Daytripper pelted three of the bloodsuckers, Aquaman and Leviathan came at them fast; ducking under the punch of one, Aquaman slammed him with a haymaker, before taking out a second with a flip-kick, only to be caught from behind by a third. The vampire was just about to bite down, but a scaly hand grabbed him and yanked him off of Aquaman; spinning the bloodsucker around, Leviathan tossed him into a fourth. Seeing his comrades go down, the fifth ran at them, fangs bared…only to suddenly trip, falling flat on his face, as Phantom became visible, again, her foot outstretched. "Whoopsie."

By then, the first of the fallen vampires had started to recover, and they looked _ticked._ "Web-Head!" Aquaman instructed. "We'll be okay here; go see if Big Blue and Blade need any backup!"

"On it!" With that, Spider-Man fired a web-line, swinging out through a hole in the ceiling, while the rest turned back towards the rising vampires, to fend them off once more…

As he led the other eight of his men through the back corridors of the cathedral, Quinn scowled to himself. '_I can see why Deke hates these kind of places; give me the creeps…_' "Any sign of 'em?"

"Nothing, Quinn," one reported, suppressing a few fiery wheezes. "We'd be able to sniff 'em out if it wasn't for this stupid silv – _AACK!!_"

Instantly, Quinn spun around, in time to see a brown ponytail disappear back into the wall…where his cohort was flailing about, his lower torso having sunk into the wall. "_Get me outta here, Quinn!!_"

Snarling, Quinn spun around, his weapon drawn, as he started to round a corner…only to be knocked clear across the hallway, as Siryn let loose with a sonic scream. At once, three more of Quinn's force raced out, weapons drawn, but a sulphurous cloud deposited Nightcrawler in the middle of them, where he dispatched two with a split-kick, vanished again, and 'ported back, to kick the third one into the wall, stunning him.

The remaining four started to back up, their nerve faltering. "Come on, guys," one said. "We're better off looking for the bitch, elsewhere..!"

"_Who_ are you calling a bitch?!"

That angry shout was punctuated by the launch of a grapnel-line, snagging the offender and yanking him into another corridor, where an utterly _irate_ Black Cat was waiting for him. "Last night's job was _supposed_ to be _simple!!_" she exploded, kicking the bloodsucker right in the face. "It was _supposed_ to be a nice little grab – a sweet little adrenaline-rush with a nice payout – but you _stupid_ blood-sucking _freaks_ go and _ruin_ it!!" She slammed him again with a side-kick. "And _then_ you psychos have the _nerve_ to use _me_ as some sort of human _sacrifice?!_"

With a shriek of sheer _rage_, Black Cat kicked the vampire thug again. "Well, you picked the _wrong_ sacrifice..!!"

Her shout turned to a cry of surprise as another vampire tackled her from the side, pinning her arms behind her. "_Quinn!_ I got her!!" he yelled out. "I got – _AAAAHHHH!!_"

His declaration was silenced as a ceramic sphere filled with garlic solution smashed into the ground in front of him, vaporizing the garlic, causing the fumes to burn his face. Howling in pain, the vampire stumbled back, releasing Black Cat, and staggering right into the striking-range of the hidden Dark Knight; emerging from the shadows, Batman pummeled the vampire with a punch-kick combo, before piercing a nerve-cluster on his back spine with a finger-stab, paralyzing him. With the blood-sucker stunned, Batman grabbed him, lifted him over his head, and _threw_ him towards his comrades, knocking them all back, before he drew a black metal disc, extended it into a type of modified Batarang, and threw it; the weapon hit the wall next to the vampires, and unleashed its sonic charge, blasting the vampires out of the corridor and collapsing the doorway behind them.

As Batman's stance relaxed, Black Cat fixed him with her flirtatious smile. "I was beginning to think you didn't like me," she purred.

Batman's perpetual frown hadn't vanished. "You can't serve time in jail if you're dead."

Black Cat pouted. "You're _still_ going on about that?" Smiling again, she traced circles on his chest. "I thought you had a thing for cats…"

His response made her smile, though his tone held no trace of humour, whatsoever: "_They_ have a thing for _me._"

Black Cat giggled, as she started to twirl her hair…but her smile vanished, as a roaring Quinn smashed through the walls, barreling straight for them. Reacting instantly, Batman threw another garlic-sphere, but Quinn's tackle took him too soon, causing him to miss; Batman was easily bowled over, as Quinn tackled into Black Cat, smashing them both through the outer wall and sending them falling towards the street below…

XXXXXXXX

_A few minutes earlier_

As he darted towards Deacon, ready to slam him with a haymaker, Superman scowled as the deathless vampire vanished into black haze for the umpteenth time, before quickly girding himself, seconds before Deacon emerged from the haze behind him, slamming him with his own punch, and driving him back. Deacon was about to press his attack, but a silver stake from Blade's shotgun through his head stopped him. Blade quickly darted to the side, trying to flank him as he unloaded several more shots, but Deacon simply 'ported away, reappearing on top of a building overlooking them. "_When are you retards gonna __**get**__ it?_" he sneered, pulling the stake out of his head, as the wound instantly healed. "_You __**can't**__ stop me!_"

Superman casually glanced to Blade, before looking back to Frost. "I guess that's one of the few things Blade and I _do_ have in common," he shot back. "We're _both_ slow learners!"

Blade snorted. "Amen to _that._" And he punctuated the sentence by unloading another round into Frost, who vanished, once more. His eyes narrowing behind his shades, Blade looked around, trying to catch sight of his target…before he quickly drew his sword, whirling around to slash Deacon as he'd been creeping up behind him, but Frost faded into the black fog. Spotting a black haze out of the corner of his eye, Blade spun and opened fire, but Deacon darted out of the way. Blade fired again, and this time Deacon took it, shrugging off the silver easily; Blade fired again and again, but Frost just kept coming…

…until he suddenly caught on fire, ignited by an invisible beam, before Superman inhaled and _blew_ him away, sending him crashing into the wall of another building. For a moment, a singed Deacon sagged to the ground…until his wounds rapidly began to heal, leaving him utterly untouched. "_How does it feel, space-freak?_" Deacon sneered, 'porting behind Superman, to send him sprawling with a punch. "_How does it feel to be facing someone that you just __**can't**__ stop, no matter __**what**__ you do?_"

Digging in his heels, Superman forced himself to stop, meeting Deacon's gaze…as he _smiled._ "_Honestly?_ I'd say I couldn't be _happier._"

Deacon had been expecting a lot of responses, but _that_ hadn't been one of them. "_You…WHAT??_"

Superman's smile turned darker, as he started to walk towards the altered vampire. "You see, Frost, I've been in a really _lousy_ mood, this past week," he idly commented, "and that's always been a problem for me; with my level of power, I have to continually control myself, because if I get _too_ angry, I might just _hurt_ someone."

His eyes narrowed. "But that's not a problem for _you_, is it?" he snapped. "You _can't_ be hurt, can you? Not permanently, anyway." His fists clenched. "You _thought_ you'd conned your way into getting enough power to beat me, Frost…but all you've _really_ done…is turn yourself into New York's biggest _punching-bag._"

With the end of that sentence, Superman accelerated towards Deacon, _slamming_ him with an uppercut, sending him sailing into the air. Frantically, Deacon tried to 'port away, but an irate Kryptonian intercepted him in mid-air, sending him flying off in another direction. His eyes narrowed, Superman flew at Deacon again, but this time, Frost was able to teleport away. Closing his eyes, Superman _concentrated_, listening for even the tiniest of sounds…before darting off.

Deacon had just emerged from his 'port when Superman – having heard him do so – slammed into him, knocking him clear off the rooftop and back onto the pavement. Staggering to his feet, Deacon drew an automatic as Superman touched down, shaking the ground as he landed; snarling, Frost opened fire, but Superman shrugged off every shot, his eyes never losing sight of Deacon, as they started to glow, sending a pencil-thin red ray searing through his shoulder. Deacon screamed as his arm came away from his torso, seconds before it instantly mended back onto him. Blinking in rapid succession, Superman turned his eyes into rapid-fire beam-turrets, pummeling Frost with non-stop thermal blasts; Deacon staggered back as he was struck in the torso, in the shoulder, in the face, in the legs, and in the arms, over and over, until his entire body was scorched…right before he started healing. "Too hot, Frost?" Superman snapped. "Let me cool you off."

Inhaling again, he unleashed a burst of frost-breath, flash-freezing Deacon into a minature glacier, before accelerating towards it, smashing it into powder and sending Deacon flying across the street, landing in a heap. Deacon staggered to his feet, but Superman was on him in seconds. "How many, Frost?!" Superman snarled, sending him flying again with a punch. "How many lives have you ruined?!" He instantly darted ahead of the vampire, sending him flying in the _other_ direction with a backhand. "How many people have _all_ of you infected with your filth?!" As Deacon crashed into the pavement, Superman closed on him in seconds, yanking him back to his feet and slamming his fist into the vampire's face. "_How many, Frost?!_" He pulled his fist back, ready to slam it down the arrogant little _snot's_ throat…

…_never lose sight of your destiny…_

Superman instantly stopped, as Alison's words raced through his mind. Slowly, he looked down at Frost; Deacon was whimpering, even as his wounds mended themselves, sniveling in mortal terror.

The rage that had risen up out of him quickly subsided, his snarl fading to a neutral frown, as he lowered his fist, and tossed Deacon onto his rear; he didn't get up.

After watching Superman deal with Frost, Blade casually strolled towards him, stopping next to him. He looked at Superman, then at Frost…and then back to Superman, with a single eyebrow arched.

Superman met his gaze with a flat stare. "Like I said," he muttered, "I've had a _bad_ week."

Blade opened his mouth to reply, but he was drowned out, as the wall of the cathedral suddenly shook, before Quinn smashed through, sending himself and Black Cat tumbling across the asphalt. "_Hey, Deke!!_" a bloodied Quinn laughed. "I _got_ her!!"

Smirking, Deacon instantly teleported away, reappearing behind Black Cat as she stood up, grabbing her throat from behind. "_Don't MOVE!!_" Deacon roared. "_One step from either of you, and she dies __**very**__ slowly!_"

Superman and Blade both kept still. "Give it up, Frost," Superman warned.

Blade's eyes narrowed, as he readied his sword. "Be a good little boy and come take your _medicine._"

Deacon laughed. "_Fat chance, Daywalker,_" he sneered. "_I hope you like the new me, 'cause I'm going to be around for quite a while!_" With that, he opened his mouth wide, ready to bite down…

_Thwip!_

_Splot!_

Deacon had just been rearing back to bite when the web-glob shot into his mouth, lodging itself in his throat. Deacon stumbled back, gagging and hacking, trying to get the glob out of his mouth…and giving Spider-Man enough time to swing down and grab Black Cat, swinging them both up onto the roof of the cathedral. "_Bull's-eye!_" Spider-Man crowed. "_Right_ when it counted, too!"

With one last hack, Deacon managed to cough up the glob, before turning towards Quinn, ready to order him to get his sacrifice, but Superman never gave him the chance; grabbing hold of the blood-sucker, Superman tossed him clear across the road, slamming him into a wall. Deacon recovered quickly, leaping back to his feet and stalking towards them. "_I have had __**enough**__ of you, space-freak! When I get through with you..!_"

But he stopped in mid-sentence, freezing in his tracks…as an orange-red _sunbeam_ lanced across the road right in front of him, creating a thin luminous barrier between him and his quarry. His eyes wide with horror, Deacon looked towards the horizon.

At the horizon's very edge, a thin orange glow was visible, as the sun was _just_ beginning to rise over it.

_Dawn._ It was already here.

He'd _completely_ lost track of time.

Smiling triumphantly, Superman casually stepped into the slowly widening sunbeam, closing his eyes and stretching out, enjoying the soothing light. "Ah…morning sunlight!" he said. "_Nothing_ like it, eh, Blade?"

Chuckling, Blade walked into the light next to him. "Best damn way _I_ know of to start the day."

Deacon's face went paler than normal, as black haze started to evaporate away from him. "_No, no, NO!!_"

"What's wrong, Frost?" Blade asked archly. "Warranty run out on those powers of yours?"

Deacon ignored him, as he called out to La Magra with his mind. '_Please, my Lord! Do not abandon me; not when we are so close to victory..!_'

La Magra answered him…though he wished he _hadn't._ '_**You disappoint me, Deacon Frost; you are as much a disgrace as the others.**_'

Deacon pleaded with him. '_Send me not from your sight, Mighty One! I can honour the pact we struck; I just need more time – a mere breath..!_'

'_**You had all the time you needed, Frost, and still you failed,**_' La Magra sneered. '_**You have proved yourself most unworthy…and now you will suffer the consequences!!**_'

Deacon let out a scream as the black haze was forcefully ripped away from him, leaving him a quite _mortal_ vampire, once again. Quinn's eyes were wide as he saw his pal go back to normal. "_D-Deke?_" Deacon slowly stepped forward…and theen let out a cry, leaping back as the sun scorched his hand. Frantically, Deacon pressed himself back against the wall, trying to stay in the shadows, away from the widening sunbeam. He tried to inch himself along the wall, into an alley, but the sun was rising too fast; in seconds, it was shining into the alley. Helplessly, Deacon looked towards Quinn…

Quinn was stricken as he stood back up…before he ran back into the cathedral. "_Everybody out!! The sun's coming up!!_"

Only Superman and Blade were left on the street with Deacon. "Well, Frost," Blade snapped, "looks like you're _finally_ getting what's coming to you."

Superman's expression was grave. "Blade, we've already won; we should take him to the authorities! You can't just _execute_ him..!"

"Who said I _was?_" Blade tilted his head towards the sun. "Good old Mother Nature's gonna do that, anyway."

By now, the orange glow was getting brighter by the second; dawn was moments away, and Deacon's skin was starting to steam. "Please…_please, help me!!_"

"How many people have screamed that while _you_ went after them, Frost?" Blade spat.

Superman grimaced. "Dammit, Blade, we can't just _stand_ here..!"

Blade arched an eyebrow. "What are you gonna do? Fly faster than the sun?"

"_**AAAAAAAAAAAAAHHHHHHHHHHH!!!!!**_"

By then, the sunbeam had reached Deacon's ankles, and had started burning him alive, as he screamed in utter agony. His face twisted with pity, Superman stepped towards him…

Blade flicked his wrist, stopping Superman with the flat of his blade across his chest. "You just stay right there, boy."

Superman glared at him. "_I can't just do nothing, Blade!!_"

"There's nothing _to_ do," Blade countered flatly. "Whether we like it or not, Frost's ticket got punched the _second_ the sun started coming up."

At that, Deacon screamed again, as the sun started burning his torso; half of his entire body was on fire, now…

Seeing Superman's grimace, Blade looked him straight in the eye. "I know you don't like me, Boy Scout – and I'm not too fond of _you_, either – but if you believe nothing else I say, believe these two things," he said. "_One:_ there's _nothing_ you can do to save Frost's worthless hide; and _Two:_ _nobody_ is going to shed a _tear_ over him _frying_ – he's _more_ than got it coming."

Superman held Blade's gaze for a moment, and then looked at the burning Frost…before he looked away, just as the sun inched over the horizon, bathing the city in its rays.

It took ten seconds for Frost to completely immolate…but those ten seconds would be burned in Superman's memory _forever._

As the last of Deacon's ashes crumbled to the ground, Blade sheathed his sword, holstered his guns, and started to walk away. "You'd better go check on your people," he said. "It's _very_ rare to walk away from vampires unscathed." With that, he simply rounded a corner, and was gone.

Superman was left alone on the street, utterly still, as he just stared at the wall where there had once been a living being.

XXXXXXXX

'_Well, I'll say one thing for that guy Blade; he knows how to call 'em._'

As he stood on the rooftop of the warehouse that had once held a bunch of vampire ravers, Spider-Man grimaced under his mask as he rubbed his sore arm; swinging in so fast while firing an impact-web into a vampire's mouth had _really_ pulled something.

Not that Black Cat had stuck around long enough to say thank-you…as usual.

As he stood guard on the roof, Spider-Man allowed himself a relieved sigh; all griping aside, he was _so_ glad they had all come out okay…and _unbitten._ Now, all they had to do was a little clean-up work at this crime-scene, and they could all go home…

"Spider?"

Spider-Man groaned as he turned around. "Not now, Cat."

To his surprise, Black Cat looked somewhat nervous. "Spider…what _happened_, these past few days?"

Spider-Man blinked. "Well, for starters, we all ran into a bunch of actual _vampires…_"

Black Cat shook her head. "That isn't what I meant." Her gaze turned imploring. "Spider…would you have _really_ let your friends _arrest_ me?"

Spider-Man lowered his gaze…before he met hers, and nodded. "Yes."

Black Cat looked hurt. "I…I thought we _had_ something..!"

"Maybe we did once," Spider-Man admitted, "but not anymore, Cat."

"_Why?_" Black Cat pleaded. "Has hanging out with them _really_ made you so…so _different?_"

Spider-Man shook his head. "I'm _not_ different, Cat; on the most basic level, I'm the same – being part of the League has helped me grow up a bit more, made me _better._" He looked right into her eyes. "Batman was right, before, Cat; this _isn't_ a game."

Black Cat wilted. "Are you going to arrest me?"

'_No, because I'm too sore,_' he thought. Out loud, he said, "Not after the way you helped us, no." His gaze hardened. "So consider this the last time I look away, Cat; next time, we play for _keeps._"

Black Cat pouted. "You know, you _used_ to be a lot more _fun._"

"This _isn't_ about fun for me."

Black Cat sighed. "I guess not," she said, walking away. "Fine, then."

Spider-Man managed a brief smile. "So you'll behave?"

Standing on the edge of the rooftop, Black Cat paused, as if thinking…and then smiled playfully. "_Nah!_" With that, she stepped off, and was gone.

Spider-Man groaned. '_How did I know she was gonna do that..?_'

"You let her go."

'_Oh, perfect,_' Spider-Man thought, as he turned to face the Dark Knight. "Given my condition, I wasn't sure I could keep up," he defended. "Cat may be bad news, but she's no murderer like most of the thugs we collar; plus, after how she helped us, it didn't seem right."

Batman's expression was utterly neutral, but he eventually nodded. "Black Cat is a low-priority target; we'll get another shot."

"That's what I figured," Spider-Man agreed. "So, we find anything?"

"Frost's people never had the chance to clean out their files," Batman answered, walking away. "Now that we've accessed their server, we can establish a back door, and get a good look at their operations; if they try anything big, we'll be ready. The Javelin-2 should be by any minute to pick you up."

Batman had just rounded a roof-entrance as he'd said that. "Oh, no, you don't!" Spider-Man exclaimed, hurrying after his teammate. "You are _not_ pulling that disappearing trick on…me?"

Batman was gone.

Spider-Man could barely hear the Javelin arrive over his own grumbling. "One of these days…" he muttered. "One of these days, I am going to leave before _he_ does, and see how _he_ likes it!" With that, he walked towards the Javelin as it touched down, eager to head home.

XXXXXXXX

The minute he'd gotten back to the workshop, Blade and Whistler had started packing up; after revealing their location to the Justice League, Blade didn't trust that the Boy Scout wouldn't fly in, guns blazing, and put them out of business. "Let's _move_, old man," Blade groused, as he moved several military crates into the back of the transport truck they used for bug-outs like this. "I've _seen_ that kid move; he could be on our asses, any second."

"I'm goin' as fast as I _can,_" Whistler muttered, lugging a smaller crate into the truck. "Well, that's the last of it."

The very second he said that, a sonic boom echoed through the air, causing Blade to scowl. '_Damn; too late._'

Seconds after the shockwave's echo, Superman dropped out of the sky, coming to a perfect stop right in front of them, hovering several inches off the ground.

Whistler's expression mirrored Blade's. "Look, kid…"

Superman calmly held up his hand. "I didn't come here for trouble; just to give you a warning."

Blade's eyes narrowed, as he casually fingered a silver chakram. "Oh, really?"

Superman matched his glare with his own. "Even though you assisted us, I _cannot_ condone how you operate," he said. "If our paths cross again, I don't see what other choice I have but to arrest you."

Blade's scowl grew. "Like I _told_ you, _kid_, this is war…"

"Even _war_ has rules, Blade," Superman countered. "I will _fight_ the evil I face – including vampires, now – but I will _not_ become _like_ it. That is a line I cannot – _will_ not – cross; I _have_ to be better than that."

Blade arched an eyebrow. "_Why?_"

Superman lowered his gaze. "I…I promised someone."

Blade snorted. "Let me guess: a woman?"

Superman glared at him. "That doesn't matter…"

Whistler chuckled. "A woman."

Blade's scowl returned. "Boy, if she's got you _that_ damn convinced to get yourself killed, she _damn_ well better be good in…"

"_Watch_ it!!"

Sighing, Blade relented. "Fine, fine," he muttered. "I assume you had a point..?"

"Yes," Superman snapped. "As I said, if I see you kill – whether a human or a vampire – I _have_ to stop you."

His eyes and voice hardened. "But I _can't_ be everywhere," he said quietly, "so if you still intend to fight them…in _any_ way…I suggest you do so where I _can't_ see you…and you do it _quietly._"

At that, Blade's eyes widened in surprise…before he half-smiled. "_Good,_" he said. "_Now_ we're getting somewhere."

His eyes closed, Superman turned away. "I assume you're familiar with the Nocturnae Council's New York complex?"

Whistler shrugged. "Sure." At Blade's glower, he added, "Well, what's the big secret? _Everyone_ in this business knows where those blueblood-suckers hole up, not to _mention_ how well-defended it is…"

"Yeah," Superman said. "I suggest you keep an eye on it, this afternoon."

Blade arched an eyebrow. "Any particular reason?"

"You'll see." With that, Superman took to the sky, flying off; within seconds, he was just a dot on the horizon.

Glancing towards his old mentor, Blade arched an eyebrow. "What was _that_ all about?"

Whistler chuckled. "Beats me," he said, "but something tells me we might want to drop by Dmitri's place before we head off…"

XXXXXXXX

_Undisclosed location_

"This emergency meeting of the Council will come to order," Dmitri said calmly, as he and his fellow Elders took their seats about the table. "Is there any new business to be addressed before we discuss the incident with Frost?"

When no-one spoke, Dmitri gestured to Elder Jorge, who quickly piped up. "Based on the reports from Quinn and Frost's followers, Head Elder, it would appear that…Frost was able to, _temporarily_, tap into the power of…of La Magra…"

A terrible silence fell over the Council. "You are certain of this?" Dmitri pressed.

"Elder Lazarus' analysis of the text all but confirms it," Jorge answered. "Thankfully, dawn came before Frost was able to complete the ritual, but the thought of that power in _his_ hands…"

Dmitri nodded; that notion was as appalling as the Abomination itself. He was about to speak…when the intercom suddenly came on, spewing out a garbled torrent of unintelligible noises, before silencing itself. Arching an eyebrow, Dmitri switched it on. "Sofia? Did you attempt to page me?"

"_N-No, Head Elder!_" his secretary stammered. "_S-Should I have done so?_"

"No, no," Dmitri soothed. "The intercom merely malfunctioned; that will be all." Switching it off, Dmitri sighed, shrugging. "Human craftsmanship; what can one do?"

An appreciative chuckle filled the soothing darkness of the room, until Dmitri raised his hands for silence. "We were fortunate today," he said, "so we must not waste this good fortune, and ensure this never happens again. Elder Lazarus, it pains me to do so, but I must ask you to move the Tome of the Progenitor and the Blood Sapphire to separate archive facilities, far from _any_ eyes, even those of our own people."

Reluctantly, Lazarus nodded. "_**It will be done.**_"

Elder Reinhardt sneered. "Wasn't Frost fighting Blade and the Abomination, before he fried?" he asked. "_Tell_ me the little puke did _something_ right…"

Jorge frowned. "I fear not, Elder. Even with La Magra's power, Frost could not defeat the Daywalker and the Abomination; several of our people report that the Kryptonian battered Frost quite severely – had it not been for Frost's healing abilities…"

Elder Vincente gulped. "He's an even bigger threat than we _realized…_"

Elder Ramirez nodded. "We must improve our efforts to dispose of it."

"I concur," Dmitri said. "We will now vote on whether or not to include the entire Justice League, along with the Xavier Institute, in the Blood Oath; all in favour..?"

Seconds before any of the Elders could raise their hands, a deadly red laser-beam pierced through the black stone ceiling, searing through it like a hot knife through butter. Dmitri and his colleagues leapt to their feet, but they could only watch as the beam cut a circular hole in the ceiling, before stopping, letting the stone slab fall through…and letting a cone of _sunlight_ shine into the Council Chamber.

Dmitri and his fellow Elders let out a cry of horror as they all leapt back into the far reaches of the Chamber, as far from the harsh light as they could get. Leaning against the wall, Dmitri wiped sweat from his brow, as he felt his skin start to burn…but that heat turned to a chill as he saw a silhouette descend through the hole, hovering above the table, remaining within the light…but even within that accursed light, Dmitri could make out the 'S'-shaped crest on his chest.

"I've been told you bloodsuckers have a _problem_ with me."

The utter _insolence_ of the Abomination's tone shocked Dmitri to silence as it continued to speak. "Well, I have to say, if you _do_ have a problem, you couldn't have _picked_ a dumber way to handle it; until two days ago, I had no _idea_ you creatures even _existed._" His eyes narrowed. "Now I _do._"

"You come here…" Dmitri said, finding his voice. "You _dare_ to speak to us this way…_in our own HOUSE..!!_"

"_Yes,_ 'Head Elder,' I _dare,_" the Kryptonian snapped. "If you're going to _start_ a fight, you better be _damn_ sure you can _finish_ it; I would have been perfectly content to live and _let_ live…"

"_**YOU WILL BE SILENT, ABOMINATION!!!**_" Lazarus exploded. "_**We will not listen to your lies..!!!**_"

"_**I speak no lies, old parasite.**_"

The blunt retort in Lazarus' own tongue stopped the ancient vampire in his tracks. The Kryptonian arched an eyebrow. "_**Surprised?**_" he asked, before shifting dialects like a verbal chameleon. "_Or would you prefer the modern tongue?_" Now Dmitri was rendered speechless, as the Abomination glared at him. "That's right, vampire; I know how to speak and read your language, now – I took a few hours after speaking with Blade. I explained to _him_ how things were going to work, from now on, and now I'll explain it to all of _you._"

"You _dare_ order us about?!" Dmitri spat. "Our society has stood for _centuries_, whelp; who are _you_ to..?"

The Kryptonian just laughed at him – _laughed at him!!_ "'Who's got the Better Civilization,' vampire? Is that _really_ the game you want to play?" he mocked. "Do you _really_ want to play that with the member of a civilization that, over countless _aeons,_ among other things, mastered _quantum theory_, colonized _space_, gave birth to Artificial Intelligence, _re-wrote_ several laws of dimensional space, and, as our very _final_ achievement, _broke_ the _light-speed_ barrier." He arched an eyebrow. "And what exactly has been _your_ people's contribution to Earth? Have you made _any_ leaps forward in science? Mathematics? Philosophy? Music? Art? Culture?"

Dmitri just scowled.

"No?" The Abomination shrugged. "Well, I guess that's just too _bad._"

His eyes narrowed once more. "As I was saying, I've already told Blade how things are going to work, so now I'm telling _you,_" he snapped. "I _know_ what you sound like, vampire; I know what your language sounds like, and what it _looks_ like. If I – or any of my team – see or hear your language in connection with any crime – drug trafficking, murder, _anything_ – then the _entire_ Justice League will come down on you so hard, you'll _wish_ you were dealing with Blade."

Reinhardt snorted. "Big talk for someone who didn't have the spine to kill Frost himself."

The Abomination didn't respond. "I said what I came to say," he said. "That's all." He was about to fly off…but he paused. "Oh, and one more thing," he added. "You should get this facility's firewalls replaced."

Dmitri blinked. "_Why?_" The Kryptonian didn't answer; he simply tapped his belt-buckle, causing it to emit a high-frequency beep.

"They're _broken._"

Seconds after that beep, the intercom started to act up, again, causing Dmitri to frown. "Elder Jorge, what is going on..?"

Jorge had already fished out his PDA, and was in a panic. "No…_no!!_ This…this isn't _happening!!_"

Dmitri scowled. "What _is_ it?"

"There…there's something in our system, Head Elder! It's some kind of virus, but it's unlike _anything_ we've seen before! It's already penetrated our main network, and soon it'll be all over our system; there's no _stopping_ it! Our firewalls are _down_, and our defence systems are completely disabled; _we're wide open!!_"

Slowly, Dmitri turned to glare at the Abomination, who just glared back. "As you can see, we were no slouches when it came to _warfare,_ as well," he said. "Like I told Blade, I won't be stepping on you glorified _leeches…_but I _certainly_ won't balk at kicking over the rocks you _hide_ under."

His eyes narrowed. "What happens at _that_ point…well, that's between you and _Blade._"

And with that, he flew straight up through the hole he'd made; he was gone.

Dmitri kept outwardly calm. "Evacuate this facility; get _everyone_ out of here as fast as possible! We will reconvene at the Los Angeles safe-house; this session is _over!_" His colleagues needed only those words; at once, they split up, heading out of separate exits, making their way through their own escape-routes.

As he fled with his bodyguards, Dmitri scowled to himself, his mind racing; after this debacle, he doubted they would have the resources to continue hunting the Abomination. The Blood Oath would have to be countermanded.

For _now._

Dmitri was halfway to the emergency exit when the west wall of the corridor he was racing through exploded; instantly, his bodyguards moved to protect him…but somehow, Dmitri had his doubts he would live through _this_.

_Especially_ after seeing the silhouette of the Daywalker through the dust.

As the dust cleared, Dmitri's unease grew, as Blade stepped into view, sword drawn. "Head Elder Dmitri, of the House of Krothar?" Blade asked, an enigmatic smile on his face. "I'd like to have a few words with you…"

XXXXXXXX

_Xavier Institute_

After dealing with the vampire Council, Superman wasted no time in getting airborne and putting as much distance between himself and those venal blood-suckers as possible, allowing his senses to get lost in the chatter of the entire planet.

The past few days had been _hard._

After finally reaching the Institute, Superman touched down, and walked inside, heading for his room…but he paused as he passed Alison's room, before turning, and walking inside.

He knew it was stupid, but some part of him constantly hoped to see her there…but she wasn't. Her bed was empty, her dresser bare, with only her guitar and _Kri'Nura_ left behind.

Walking towards the two instruments, Superman slowly glided his hand along both of them, allowing himself to remember…

_Alison lying on her bed, her hair in a lovely ponytail, as she strummed on her guitar…_

_Alison in her PJs, her lovely face adorably scrunched in frustration as she tried to figure out the Kri'Nura's tones…_

_Alison chewing on her pencil as she scribbled notes onto her sheet music…and then smiling as she saw him come in…_

_Alison smiling…_

_Alison laughing…_

_Alison gazing at him through silken eyelashes…_

As a single tear escaped from his eye, Superman quickly left Alison's room, trying to recompose himself. '_I have to stop doing this,_' he thought. '_I can't let myself go to pieces like this, not when so many are counting on me; she'll come back when she's ready, and nothing I do will change that…_'

So why did he still feel like his heart had been ripped out..?

Suddenly, his communicator began to beep; the very second it did, Superman was out the window and into the air, leaving his memories behind. He would keep his unspoken promise to Alison, no matter what.

The world still needed him…even though _his_ world had just gotten so much _emptier._

XXXXXXXX

_Author's Note: Before anyone asks, yes, I did borrow a few elements from the first Blade movie; I hope you don't mind! Also, I made a few minor allusions to "Crusade," here; you'll be seeing a few of those over the next few chapters, as well as references to "Smallville Chronicles." Enjoy!_

_Coming Soon:_

_As a schoolyard scuffle goes too far, an angry youth falls in with the __**worst**__ possible crowd…_

_While the Dark Knight tracks down a handful of old monsters, a new one rises to take his revenge…_

_And while our heroes deal with this crisis, Alison takes the first step on her journey of self-discovery._

_Can the League and the X-Men stop this mad genius?_

_Find out who has "The Last Laugh," coming to your computer soon…_


	27. The Last Laugh

CHAPTER TWENTY-SIX: THE LAST LAUGH

_New York airspace, April 8, 2009_

The blue sky above New York City was blissfully silent, which Superman was more than thankful for.

As he and Krypto shot across the sky, heading for home after a successful rescue of a space-shuttle that had encountered a shower of meteorites on its way back into the atmosphere, Superman sighed to himself. Today had been normal – or at least what passed for normal with the League – and yet he still felt a disconnection from himself and his work. He couldn't wrap his head around it; with the exception of…with _one_ exception, everything was normal. _He_ should have been normal, as well…except for feeling as though his heart was missing …

"_Clark?_"

As he heard Wonder Woman's voice come through over his communicator's earpiece, Superman stopped in mid-air, pressing the earpiece closer, while Krypto came to a stop next to him. "I'm here, Diana; is there a problem?"

"_No, no,_" Wonder Woman answered. "_It's just that the Institute contacted us, moments ago; they're patching through a call to us…from Kansas._"

Superman's eyes went wide. "Put it through." As the call was sent through, Superman felt mild panic slip into his voice. "Ma, is everything okay?"

"_**I'm**__ the one who should be asking that, buster!_" Martha exclaimed. "_Clark Joseph Kent, why didn't you __**tell**__ me that you and Alison had broken up? Do you know I had to find this out from Charles, and __**not**__ from my own son?! And what's this I hear about you not having slept for a week?! Are you trying to drive me to an even __**earlier**__ grave..?_"

"Ma, _slow down!_" Superman cried. He sighed inwardly, kicking himself for not telling her sooner; he'd been so preoccupied, it had completely slipped his mind. "Look, I'm _sorry_ I didn't tell you sooner, okay? It just…got away from me…"

"_Well, I can see why!_" Martha said. "_Is what Katherine said true? Have you not slept for a __**week?!**_"

Superman frowned. "I just have a lot more time on my hands, Ma; I've just started a few projects, and the time just…got away from me, that's all."

"_Clark, honey, you __**have**__ to get some sleep; it's not human to stay awake for so long!_"

Superman sighed. "In case you've forgotten, Mom, I'm _not_ human."

The instant he said it, Clark knew it had been a cheap shot; fortunately, his Ma didn't hold it against him. "_Clark, this is __**not**__ the best way to deal with a break-up…_"

"We _didn't_ break-up, Ma; not _really_, anyway," Superman replied. "Ali just…has some things she needs to deal with on her own. The _reason_ I didn't tell you is because there's _nothing_ anyone – myself included – can do about it."

"_Sweetheart, it's __**natural**__ to feel awful after something like this,_" Martha said, "_but not taking care of yourself will only make things __**worse**__, not better. Please, promise me you'll try to get some sleep._"

Clark was silent for a moment. "I…"

"_HEEEEEEEEELLLPP!!!!_"

That frantic scream shook Superman out of his thoughts. His tone was all business as he quickly answered his mother. "I'm sorry, Ma, but we're going to have to talk about this later; I'm on-call." With that, he ended the transmission, before flying off at top speed towards the source of the scream, with Krypto hot on his heels.

As he flew, Superman scanned the horizon with both his eyes and his ears, tracing the scream back to its source…before his eyes went wide.

_Bayville High._

Accelerating towards the school, Superman's telescopic vision easily locked onto the source: a young woman, in her late teens, with long, chestnut hair, had fallen off the roof, and was rapidly plummeting towards the ground; in seconds, she was going to hit..!

His eyes narrowing, Superman accelerated towards her, diving low and snatching her millimetres from impact, before hitting the brakes, coming to a perfect stop on the grass a few feet away. "Are you alright, Miss?"

The young woman was remarkably far from the usual near-hysteria most accident-victims were stricken with; if _anything_, the girl was _ecstatic._ "_You're HERE!!_" she squealed, throwing her arms around his neck. "I _knew_ you'd come save me!"

Superman's expression turned stricken. "Miss…I'm not sure this is appropriate…"

The girl ignored him. "I _knew_ you felt the same; I just _knew_ it!" She looked over her shoulder. "Didn't I _tell_ you, girls?"

By then, three other girls – presumably her friends – walked in from around a corner, one of which was holding a camera-phone. "You were _right_, Adrienne!" the camera-girl exclaimed. "I got the whole thing on camera, too!"

Superman frowned. "You _recorded_ your friend's accident instead of _helping_ her?"

Adrienne shrugged. "Oh, _that?_" she asked. "I _jumped._"

Superman stood statue-still at that statement; his mouth opened once without sound, and then shut again, shocked almost to the point of _catatonia._ "You…you…" he stammered, before finally finding his voice, "…you _WHAT??_"

Adrienne pouted at the response. "Well, it was the only way I could think of to get your attention, silly…"

As Krypto touched down a few feet away, the Superdog sat down, covering his nose with one paw, as he let out a groan-like whine.

'_Krypto, boy, you said a __**mouthful,**_' Superman thought, his frown becoming a full-out scowl as he politely but firmly removed Adrienne's arms from his neck. "_Don't_ put yourself in danger like that ever _again_," he ordered. "Do you _understand_ me_?_"

Adrienne looked stricken. "B-But..!"

"Do you _understand_ me?" Superman snapped. With that, he turned around. "Let's go, Krypto."

He and Krypto were about to walk away, and take to the skies, ignoring Adrienne's cries of dismay, but another sound stopped him. Pausing, Superman listened to the new commotion…

…and sighed to himself. '_It's never easy, is it?_'

XXXXXXXX

As the lunch bus pulled in, letting the rest of the student body off before pulling back out of the parking lot, Lloyd Webber – tall, thin, and gangly, with short, red-blond hair, and blue eyes behind glasses, clad in a white t-shirt, a green vest, and blue jeans – slipped to the back of the mass of students, keeping his head down, hoping no-one would notice him. He was almost inside…

"Well, look who showed up!"

Lloyd grimaced as he saw Duncan – Bayville High BMOC himself – stalk towards him, flanked by his football pals. "If I didn't know any better, Webber," Duncan sneered, "I'd say you were trying to _avoid_ us."

Lloyd's grimace grew. He'd hoped he _could_ avoid Duncan, this time…but apparently not.

"We were starting to get worried," Duncan continued. "We _told_ you how if Joe here doesn't pull his grades up to a B+, he can't stay on the team, and we lose our shot at the playoffs." His eyes narrowed. "Didn't we _explain_ how _important_ that was?"

Lloyd's teeth ground, as he absently rubbed his arm, remembering that day. "Yeah, Dunc; you made _that_ pretty clear."

"_Good!_" Duncan chuckled. "Then you brought the paper?"

His left fist clenching, Lloyd removed his backpack, fishing out the extra paper he'd written. "It's right here, Matthews; it's a _guaranteed_ A+, like I promised, okay?"

Taking the paper, Duncan briefly skimmed it – though Lloyd doubted he understood it – before handing it to one of his pals. "See, guys? I told you Webber'd pull through!" His smile turned dark. "I'm _sure_ we can count on him to help with _all_ our end-of-term papers…"

"_What?!_" Lloyd cried. "We had a _deal_, Matthews! I'd do this one thing, and that'd be _it!!_"

Duncan shrugged. "Deals change, Webber; some of us need a little 'tutoring' if we're gonna make it to college…"

"_Forget_ it!!" Lloyd exploded, his anger bubbling over before he could stop himself. "I've got _better_ things to do than help you _neanderthals_ cheat!!"

Duncan's narrowed eyes told Lloyd that he'd said the wrong thing. "I don't think I like your tone, _nerd,_" he spat. "Guys, I don't think Webber got the message, last time." He cracked his knuckles. "Let's _explain_ it to him."

With the speed of a survival-reflex, Lloyd bolted off the _second_ Duncan had said that, sprinting towards the school's east side-entrance, hoping to get to the Principal's office. He reached the side parking-lot in a matter of minutes, managing to stay just ahead of Duncan and his fellow cavemen; he was almost there…

Lloyd let out a cry as his traction suddenly vanished, his foot slipping on a pool of motor oil, sending him sprawling onto his back, his wristwatch scraping against metal as he fell.

Groaning, Lloyd tried to get to his feet, only to spot Duncan looming over him. "For somebody supposed to be smart, Webber, that was pretty…_my CAR!!_"

As Duncan rushed past him, kneeling by the door-panel of the blue convertible, Lloyd's eyes went wide with horror as he recognized the car…which now sported a long, white scratch from his watch.

Rising back up, Duncan snarled as he grabbed Lloyd by the collar, lifting him up. "Say your prayers, you little..!"

"_Lay off him, Matthews!!_"

Both Duncan and Lloyd turned to spot Scott Summers, having just gotten out of his car, with his girlfriend, Jean Grey, next to him. "Stay out of this, mutie!" Duncan spat. "This is between me and the _geek!_"

Scott's eyes narrowed, as he took one step forward. "_Not_ happening, Matthews."

Lloyd's expression was stricken. '_No, no, no! Stay OUT of it! You're making it worse..!_"

Duncan noticed Lloyd's intent stare. "What, you think the mutie's gonna _save_ your puny ass, Webber?" he sneered. "Well, I got _news_ for you..!" He pulled his fist back for a punch…

A red-blue blur zoomed by, kicking up a small gale in its wake, as a set of iron-hard fingers clasped around Duncan's wrist, stopping him in his tracks. "You know, I _really_ thought people around here had more manners than that."

Duncan's expression was a mixture of astonishment and outrage as he met the sky-blue glare of the Man of Tomorrow. "_Get your hands off me, alien freak!!!_"

"Be _happy_ to," Superman answered, "just as soon as you get _your_ hands off _him._"

Duncan bristled angrily, but he let go of Lloyd; maintaining that unearthly calm, Superman released Duncan's wrist, thought that did little to soothe the quarterback's anger. He raised his fist…

Superman's expression was flat as he folded his arms. "You're not going to break your fist on my face, again, are you?"

Duncan sputtered at that, as Scott and Jean both suppressed chuckles, while Lloyd could only watch in horror. For a moment, it looked like Duncan's pals were going to try and rush Superman from behind, but the feral growl of the Superdog froze them in their tracks. "Easy, boy," Superman soothed, looking over his shoulder. "Just watch them, for now; if they try anything stupid, _then_ you can eat 'em."

As his pals quivered in fear, Duncan glowered at the Kryptonian. "You…you God-damn _alien…_" he spat. "You…you just think you're _so_ much better than us, _don't_ you..?!"

"Careful on that moral high-ground, kid; it's slippery if you don't have a good foot-hold," Superman replied sternly. "Well, since you've made it clear that you dislike mutants and aliens, I think I should tell you about something _I_ can't stand."

His eyes narrowed into a glare that could make super-villains _wet_ themselves. "_Bullies._"

Duncan's expression collapsed into one of terror. "I think it's time you got to class," Superman said. "I can't say I enjoyed this little talk…so I would _hate_ to have to give it, again." He pointed to the school. "Now…_go._" Duncan fixed him with one last glare…before he and his goons slunk off.

As he watched Duncan go, Scott sighed. "That guy is getting to be trouble around here," he muttered.

Jean nodded. "Should we report him?"

Superman sighed. "We should, but I doubt any good would come of it, Jean; guys like him aren't even _worth_ it."

Lloyd started to shake at that.

Noticing Lloyd's tremors, Scott's expression turned worried. "Hey, Lloyd…you okay?"

When Lloyd didn't answer, Superman knelt by him. "Hey," he said softly, "don't let guys like that get you down, okay..?"

"_SHUT UP!!_" Lloyd exploded. "You don't know _ANYTHING!!_ You have no _idea_ what it's like to deal with this; all you did was make things _WORSE!!_"

Before anyone could react, Lloyd turned and bolted off, running as far away from Bayville High as he could get. He ran and ran, until he could run no more; by the time he stopped, he was in Bayville Park, in the middle of an open field, right next to an empty park-bench. Suppressing tears of rage, Lloyd sat down on the bench.

It wasn't _fair._ Between stupid Matthews and his goons making his school life _hell_, his bastard of a father always pushing him, and his oblivious mother _ignoring_ him, things were bad enough without Summers or that Kryptonian _pinhead_ making things _worse._ '_What the hell is the matter with them? They've got the power; why the hell don't they use it?! Superman could step on Matthews like a __**bug!!**_'

He hated his life.

He hated _school._

He hated everyone _in_ school.

He wished they would just _die…_

Lloyd was so wrapped up in his own angry thoughts, he never even noticed the stranger in the purple zoot-suit and broad-rimmed hat stroll over, until he sat down next to him. "Hiya, kiddo!"

Lloyd scowled. "Leave me alone."

"Aw, whatsa matter, Sonny Jim?" the stranger chuckled. "Life got ya down?"

Lloyd snorted. "And _how._"

The guy sighed. "You're preachin' to the choir, junior," he lamented. "I could go on and on forever about this _one_ schmuck getting on my case."

Lloyd arched an eyebrow. "Yeah?"

"Well, sure!" the stranger laughed. "So, who's been getting' on _your_ case, kiddo?"

"Have you _got_ all day?"

The stranger shrugged. "I got time," he answered. "Question is: what are you gonna _do_ about it?"

"What _can_ I do?" Lloyd muttered.

The guy's chuckle darkened, as he turned to face Lloyd. "You'd be surprised, junior."

Lloyd's eyes went wide. "Y-You're..!"

The criminal psychopath known only as the Joker just smiled his manic smile. "_Trust_ me, kiddo," he said, "before we're done, that frown of yours is gonna be upside-down for _sure…_"

XXXXXXXX

_Watchtower, Earth orbit_

"Doesn't Monitor-duty get _tiresome_ for you?"

Batman had been hard at work at his console in the Monitor Womb when Wonder Woman had walked in. "Computer-work is just as big a part of our job as field-work is, Diana," he answered, never breaking his gaze from the screen. "Even before joining the League, I spent half my time as Batman staring at a screen, so I'm used to it."

Diana's chiming bell-laughter answered him as she sat down a few spaces to his left. "Well, then kindly forgive the rest of us for not being machines like _some_ people!" she teased.

Batman's expression never faltered, though the smallest corner of his mouth twitched slightly upward; it had been doing that around Diana more and more often, lately.

Glancing towards the screen, Wonder Woman arched an eyebrow. "So, other than the usual data-streams, what exactly _are_ you working on?" she inquired. "That doesn't look like the regular screen-output that _I_ see on Monitor-duty."

"It isn't," Batman confessed. "I'm also monitoring activity in Gotham City; specifically, I'm going over all of Joker's known haunts."

"_That_ villain?" Diana asked. "Why?"

"He escaped, several weeks ago, and he hasn't been seen since," Batman muttered. "That can only mean he's planning something, and if he's kept dark this long, it has to be big."

Diana's lovely face turned stricken at that notion. "_Hera…_"

"_Exactly._"

Diana turned a closer eye on the screen. "Have you had any luck?"

Batman's scowl grew as he glared at the screen. "No."

Wonder Woman's sapphire gaze turned towards him. "And how long have you been working on this?"

"Obviously not long enough."

A sympathetic smile crossed Diana's face. "Then perhaps you might have better luck if you took a break from it?"

Batman's hands stopped in mid-type, as he turned to face her, one eyebrow raised. "You had something in mind?"

Diana's smile became somewhat sheepish. "I was hoping that I could persuade you to try and locate young Alison," she confessed. "I've tried to do so myself, but to no avail; given that you are more proficient with computers than I…"

Hearing Diana admit that was something Bruce _knew_ was hard for her; for a moment, he was tempted…but he quickly recomposed himself. "Alison will come back when she's ready."

Diana frowned. "Bruce, Clark is absolutely _miserable_ without her, even if he won't admit it!" she exclaimed. "Worse still, the poor girl is probably as heartbroken as _he_ is, and she's lost, and confused..!"

"Diana, that's exactly why we _shouldn't_ interfere," Batman countered flatly. "Alison has taken a blow to her identity; with a hurt like that, it takes _time_ to find a new equilibrium. If we find her, and Kent races off after her, it still won't solve the problem; she'd just end up running off, again." He turned back to the screen. "Take it from me – a little time on her own won't hurt."

Diana sighed. "Then will you at least _talk_ to Clark?" she urged. "He's completely in denial, and he's obsessed with working; if he's not pulling double-shifts with the League or with the Daily Planet, he's working on old projects from his Fortress! He hasn't slept in going on two _weeks!_"

Batman turned back to her, an eyebrow arched. "And you think _I'm_ the one to talk to him?"

Diana held his gaze for a few seconds, before turning away, her hands raised in exasperation. "Oh, merciful _Athena!_ I forgot who I was _talking_ to!" With that, she turned to go…

…but she stopped, and looked back, her expression pensive. "Then…if not…would you be interested in doing something else..?"

Batman blinked. "What do you mean?"

Diana's smile turned wistful, as she finished her inquiry. "…with…_me?_" she asked. "It's just…we've talked often, but we haven't done anything since Christmas…"

Batman was stock-still the moment she asked him that. Part of him – the often-dominant part, the one obsessively dedicated to the Mission – was ready for the automatic denial…but this was _Diana_; this was the woman who had – if only for a brief moment – opened his eyes to joy, again; whose untarnishable innocence and unrelenting spirit shone like a star in his darkened world. "I…"

At that very moment, the door to the Monitor Womb slid open, startling them both, as Superman walked in, his expression weary, followed by Krypto. "Hey, guys."

"Kent," Batman answered, his expression going neutral, again, as he turned back to the screen.

Wonder Woman smiled gently. "How are you, Clark?"

"I'm okay," Superman answered. "There were a couple of minor instances in Bayville; I figured I'd check in here before heading back…"

"That isn't what I meant," Wonder Woman insisted. "How _are_ you?"

Superman blinked. "I'm fine, Diana."

"_Are_ you?"

"_Yes,_" Superman insisted. "I'm staying productive; when I'm not at work – here or otherwise – I have Jor-El's old projects to finish. I've gotten more done in the past week than in the four years I spent at the Fortress…"

At that, Wonder Woman fixed Batman with an annoyed glare.

Superman took notice of her expression. "Am I interrupting something?"

"Not at all!" Diana said, a knowing smile crossing her face. "In fact, Bruce was _just_ going to go find you; he had something he wanted to talk to you about."

Batman's tone was utterly dry. "I was?"

"Yes. You _were._"

Superman frowned. "What's going on..?"

They were all interrupted – thankfully – by an alarm, as the flashing image of a bat appeared on the main screen.

_The Bat-Wave._

"Computer: relay incoming signal to my cowl," Batman instructed. As Beacon complied, Batman pressed his finger to the side of his cowl. "Report."

"_Batman, we have a problem!_"

Batman's eyes widened a fraction of a millimetre before he caught himself. "What's wrong, Jim?"

"_It's Joker!_" Commissioner Gordon exclaimed. "_He's staging a break-out at Arkham! So far, he's sprung Scarecrow and Riddler, and it looks like he's going for Killer Croc next..!_"

"Keep your men back from Croc's cell; he's too dangerous," Batman instructed. "We'll be there, shortly. Batman out."

Superman's expression was grim as Batman ended the transmission. "Trouble at Arkham?"

Batman nodded. "Breakout."

"Need any help?"

Batman hadn't even bothered to wait for his response. "Robin and Batgirl will cover the east exit; I'll take the west, and you take the south," he said. "Diana, we'll need you to handle Monitor duty until Queen gets back from his mission in London." By then, he was already out the door, as Superman and Krypto hurried after him.

Sighing to herself, Wonder Woman sat down at her workstation, bringing up the main data-stream, with only a single thought on her mind.

'_Men._'

XXXXXXXX

_New York, April 15_

_The iridescent white of the Fortress' crystal walls was soothing to Alison's eyes as she lay upon the bed, as naked and pure as the day she'd been born, her eyes closed in perfect bliss, while her lover moved beneath the silver sheets that clung to her skin, rendering her utterly helpless._

_She could feel him over her centre, reducing her to gasps with every touch and stroke, sending waves of ecstacy pulsing through her. After a few minutes of his loving ministrations, Alison felt him move upwards, his strong hands taking hold of her waist, as he trailed kisses up and down her flat abdomen, paying extra attention to her bellybutton, which sent her into a cascade of giggles – he __**knew**__ how ticklish she was, especially in that spot._

_Alison's giggles soon gave way to blissful gasps, once more, as she felt him inch up closer, caressing and massaging her breasts, driving her to the very edge of the threshold, before she finally felt his shadow over her face. Struggling to regain enough control over herself, Alison opened her eyes…_

_An equally naked Clark, his iron-hard, ultra-dense muscles gleaming with exertion, smiled down at her. "Hey, beautiful."_

_Alison's eyes met the sky-blue orbs of her lover, as she smiled back. "Hey," she cooed, suppressing a gasp as she felt that wonderfully warm pressure against her thigh…_

_Clark smiled warmly; he'd caught that. "Enjoying yourself?"_

_Alison smiled back, before her expression turned worried. "But…Clark," she protested half-heartedly, "you know what I am…"_

"_Ssshhh…" Clark shushed her. "You are my Alia; my taushi, Alison. That is all that matters."_

_And with that, Clark leaned down, to claim her lips in a kiss, silencing any protests she might have made. Alison squeaked in surprise, but her squeak turned to a blissful moan, allowing herself to enjoy her lover's embrace…before she felt herself reaching for the kryptonite knife…_

With a scream of horror, Alison bolted upright from her bed, her eyes darting around; finding herself in her motel room, her breathing calmed…before she broke down into sobs.

She'd had the dream.

_Again._

Getting up from her bed, Alison set about making it, trying to get her sobs under control; living on her own from motel to motel wasn't helping much with her post-pseudo-breakup depression, but there wasn't much choice. For the past two weeks, she'd been chasing down old F.O.H. and HYDRA outposts, hoping to find some answers…but each and every time, she'd come up empty: the old bases were either abandoned, or demolished.

Apparently, HYDRA had gone underground…or at least more so than normal.

Suppressing more sniffles, Alison sat back down on the bed; her failure to get any answers had only compounded her misery. It had officially become a habit for her to cry herself to sleep, every night. Trying to get her mind off things, she switched on the TV…

"…_it's been a week since the breakout at Gotham's Arkham Asylum, and there has still been no sign of escaped inmates Scarecrow, Riddler, and Killer Croc; despite a valiant effort by Superman and Batman, these three costumed lunatics were able to escape, along with the psychopath known as the Joker. Gotham's citizens have been holed up in fear for the past week, but with the Justice League on the case, it's only a matter of time…_"

Her expression growing more glum, Alison switched off the TV; it sounded like Clark was having just as rotten a time as _she_ was.

_Clark…_

In a matter of seconds, Alison felt her tears overwhelm her, as she buried her face in her pillow, letting her sobs wrack her shoulders.

She had _never_ felt so utterly _miserable_; it felt as though part of her _soul_ – the _best_ part – was missing. The first day without her Clarkie – without being able to wake up in his strong arms, so perfect for cuddling – had been _agonizing._

Alison had _never_ done drugs in her _life_, but she had a pretty good idea that this was what withdrawal felt like; her heart yearned for her to be back with her _tausha_, to hear his comforting voice, and her body was _screaming_ at her to go back to him and just _jump_ him, to recapture the nights of passion and love that they had often shared, which, if she was being _completely_ honest with herself, she had very likely become _addicted_ to…

…but her mind – her shaken, shattered mind – wasn't cooperating. Every time she thought about going back, it filled her with doubts, reminded her that she could be a danger to the man she loved.

The dream was proof positive of that.

As much as she _ached_ to be back with her one true love, Alison couldn't risk it; she just _couldn't_ go back to him if there was even the _slightest_ risk that some subliminal signal could trigger her to stick a kryptonite blade in Clark's back.

She _had_ to be sure.

Finally managing to stifle her sobs, Alison got up, and headed to the shower; getting in, she removed her blue panties, and turned on the water, before turned the dial to _cold._

As the chill water washed over her, Alison slowly sat down at the back of the shower, folding her arms around herself. She _hated_ worrying her friends, her family, and even her _fans_ like this; she _hated_ moving from motel to motel; and she _hated_ not knowing the truth about her own mind.

Well, with any luck, that last one would change.

Finishing her shower, Alison walked out, and quickly dressed herself in her latest disguise, before starting to pack her knapsack; she was checking out, today.

Once her backpack was ready, Alison headed out of her room, walking towards the main office…but not before grabbing a tourist-brochure of Greenwich Village.

She already had plans to head to her next hideaway…but not before making a little stop.

XXXXXXXX

_Webber Estate, Bayville_

The afternoon sun was still high in the sky by the time Lloyd got back home; walking in through the main doors of his father's mansion, he casually looked around the main hall, before heading upstairs.

Matthews often lorded it over everyone else that his folks were loaded; little did the jackass know that Jack Webber could buy, sell, and _trade_ guys like Michael Matthews…not that Jack would let his son brag like a 'common punk.' "_You want money, boy? You earn it yourself; I won't have __**my**__ son sponging off anybody like a leech,_" he'd said.

Scowling to himself, Lloyd headed for the stairwell; if he could just get to his room…

"Lloyd? That you, boy?"

Sighing to himself, Lloyd turned to see the tall, well-built form of Jack Webber standing behind him, in his usual slacks and black turtleneck, his fire-red hair in its usual cru-cut, his green eyes narrowed crossly, like always. "School went well, today?"

Lloyd gulped. "Yeah, Dad; same as always."

Jack frowned as he walked towards his son. "That so?" he asked. "Why, then, would the principal of your school call me and tell me that _somebody_ has been bullying my son?"

Now Jack was right in front of Lloyd. "Dad…"

Lloyd suppressed a cry as Jack's fingers dug into his forearm. "Boy, why the _hell_ didn't you handle this?!" he spat. "If somebody gets in your face, you _damn_ well make sure that they _don't_ do it again!"

Lloyd lowered his gaze. "Easy for _you_ to say…"

"_Don't_ talk back, buster; I did _not_ raise a wuss." Jack let go of Lloyd with a scowl. "I have to meet with this principal, tomorrow…but the _next_ time someone gets in your face, you _deal_ with it; you hear me?"

Normally, Lloyd would have cowered before his father…but _this_ time, he just smiled slyly. "Oh, don't worry, Dad; I've got it all figured out."

"_Good,_" Jack replied. "I'll leave you to it." With that, he strode off.

Lloyd fixed his father's back with a cold glare as he watched him go, before he started to walk up the stairs. Under any other circumstances, that sort of talk would have left him jittery as hell…but _this_ time, he was just dandy.

_This_ time, he had a plan, courtesy of his new friend…

XXXXXXXX

_Undisclosed location, one week earlier_

"_Well, kiddo, here we are: my little home away from Arkham!"_

_As Joker strolled into the old candy-factory that he'd made into his hideout, Lloyd simply looked around, still in mild shock that he'd bumped into someone from __**Arkham**__._

_By all rights, he should have been terrified…but he __**wasn't**__; if anything, he was intrigued, curious as to what Joker was doing in Bayville, of all places._

_No matter what you thought of him, anyone would say that the Joker didn't take crap from __**anybody.**_

_Casually tossing his hat and cane aside, Joker flopped onto the sofa in the middle of the room. "Honey, I'm home!"_

_As soon as he'd said that, a young woman in a harlequin-style costume, with a baker's apron over that, flounced in. "What'll it be, Puddin'?" she chirped. "Coffee, tea, or..?" Her chipper tone died down as she spotted Lloyd. "Oh…I-I didn't know you were bringin' company, Mistah J…"_

"_Change of plans, Harley," Joker said, getting up and walking over to Lloyd, draping a comforting arm over his shoulder. "Poor Lloydey here's been having a bad day."_

"_Awwww…" Harley crooned, zipping over to give him a hug. "You came to the right place, sweetie; laughter's the best medicine!"_

"_Now, Harley, give the boy some room," Joker chided, causing Harley to wilt. "Take a seat, Lloydey-boy, and tell your ol' Uncle J all about what's been ailin' you."_

_Taking a seat across from Joker, Lloyd took a deep breath, and started to tell his sad tale; he began slowly, at first, but his tirade rapidly gained momentum, until he was practically belting out all his woes, all at once._

_By the time he'd finished, the Joker's expression had turned sympathetic. "So, people have been getting on your case, 24/7, eh, kiddo?" he asked, standing up. "Oh, Lloydey-boy, the stories I could __**tell**__ you about __**my**__ old man…"_

_Harley nodded. "Puddin' once told me about how he always wanted to make people laugh as a kid; he accidentally ripped a pair of his old man's pants…and the old bastard broke his nose."_

_Joker brushed back a tear. "Sad, but true," he confessed, before his expression darkened. "But this 'Duncan' character…it sounds like __**he**__ deserves a nerve-gas whoopee-cushion almost as much as __**Bats**__ does for getting on __**my**__ case."_

_Lloyd snorted. "Amen to that," he agreed, "but he's just the __**tip**__ of the iceberg; if people at that school aren't doing it, they're making it __**worse!**__"_

"_Exactly!" Joker exclaimed. "Somebody needs to teach them a lesson but __**good!**__" His pace turned animated. "Lloyd, m'boy, what say we help each other out?"_

_Lloyd blinked. "Come again?"_

_Joker chuckled. "You see, there's a point I've been trying to make to Batso, for a while; I think that, with your help, we just might be able to stick it to that school of yours __**and**__ teach that party-pooper a thing or two! Whaddya say?"_

_Lloyd was silent for a moment…before his smile matched Joker's. "I'm in," he said. "So, what's the plan?"_

_Joker sighed, as he sat back down. "That, kiddo, is the million-dollar question."_

"_Ooh, ooh!" Harley exclaimed. "We could set laughing-gas bombs around the place, and let them laugh themselves silly!"_

_Joker sneered. "Running gags aren't what we need, Harl; I've done that one to death." His grin returned. "How about a good old fun-house with the Joker touch..?"_

"_No…"_

_Joker frowned at Lloyd's whisper. "What was that, junior?"_

_Lloyd was already thinking back to all the video-games he played; to all the insane worlds the hero got dropped in…and how he wished he could put his tormentors through __**that**__ kind of mayhem…_

"_A fun-house isn't enough," he whispered. "What we need is a full __**amusement park…**__"_

_Joker arched an eyebrow. "Oh?"_

_Lloyd had started to smile, as he continued, "…with robot clowns armed with machine-guns; sideshow-attractions that will leave contestants in __**real**__ stitches; a House of Horrors that can scare people to __**death..!**__"_

"…_and a big-top featuring the __**Last**__ Show You'll Ever See!" Joker guffawed. "Kiddo, you're a freakin' __**genius!**__ I LOVE it!!"_

_Lloyd sighed. "But where are we gonna get a place like that..?"_

"_Oh, you just leave that to me," Joker chuckled. "I've got a few pals that I think could help; it's gonna take a while, though…"_

_Lloyd scowled. "I've waited a long time to show them; I can wait a little longer."_

_Joker's grin widened, as he extended his hand. "Then put 'er there, pardner!"_

_Smiling back, Lloyd extended his own hand, and shook it._

_The deal was done._

XXXXXXXX

Lloyd's smile returned as he walked into his room. Joker had been true to his word; mere hours after their chat, he'd seen the news report detailing the breakout at Arkham. Over the following week, he'd received periodic updates via e-mail, detailing the progress of their little scheme, while Lloyd had been putting together a "guest list."

And now, everything was ready; it had been child's play to hack into the school mainframe, and rearrange the extracurricular schedule, ensuring that _every_ person with an invite would be present after hours. The rest was up to Joker.

Switching on his computer, Lloyd logged in, and checked his inbox; only one new message was there.

_Show's starting, kiddo; see you there! – J._

Grinning, Lloyd switched off his computer, before he hurried down the stairs. With any luck, he could be gone before anybody realized…

"Lloyd?"

Suppressing a frown, Lloyd turned to face his mother; Lauren Webber, fairly tall, and red-haired, with the figure of a swimsuit model, was pretty much a stereotypical trophy-wife, made obvious by today's choice of outfit – a slimming violet tank-top, a pair of tight black exercise-pants, and blue, high-heeled shoes. "Where are you going?"

"Out."

Lauren looked mildly stricken. "Does your father know..?"

Lloyd sighed. "No, Mom; the old bastard doesn't know."

Lauren's expression grew more worried. "Lloyd, please don't talk about your father that way…"

"Why not? That's how he talks about _me,_" Lloyd spat. "I'm _out_ of here." With that, he stormed off.

He really shouldn't have expected anything different from Lauren; she knew full well how Jack treated him – and probably her – but she wasn't going to jeopardize her cushy lifestyle, and so she kept quiet.

Well, that was her _first_ mistake. After today, she'd see.

They _all_ would see.

XXXXXXXX

_Bayville High, a few minutes earlier_

Sitting at his desk in his office, Edward Kelly sighed to himself; he _hated_ this part of the job. "Send him in, Shelly."

Seconds after he'd said that, an irate Michael Matthews stormed in. "Well, Kelly?" he snapped. "You've had a week to stew on it; what are you going to do about this?"

Edward didn't bat an eye. "About what, Mr. Matthews?"

"Don't play dumb, Kelly; you know _exactly_ what I'm talking about," Michael fumed. "I want to know what you plan to do about that…_creature_ after he assaulted my son!"

Edward arched an eyebrow. "Mr. Matthews, I've seen Duncan for a week after that 'incident,' as you call it," he answered. "The boy didn't even have a _bruise._"

"That _creature_ could have _crushed_ his wrist, Edward! His _throwing wrist!_" Michael shouted. "Everyone _saw_ it go after him..!"

"I'm not disputing that Superman _did_ have words with Duncan, Michael," Edward said. "I just can't help but wonder _why._"

"I don't _care_ why it assaulted my boy, Kelly; I just want it _dealt_ with..!"

"_I_ care why, Mr. Matthews," Edward answered. "From what _I've_ heard, Superman was initially responding to a distress call from this school – which turned out to be a red herring – when he caught wind of your son and his friends accosting Lloyd Webber."

Michael was increduloud. "I don't _believe_ this!!" he exploded. "_My_ son was the one _attacked_ by that…_thing_, and you're making it _his_ fault?!"

Edward's eyes narrowed. "If this were an _isolated_ incident, I might be singing a different tune," he reasoned, "but this is _far_ from the _first_ time Duncan's name has come up in reference to bullying. I've gotten several reports stating that Duncan was seconds away from assaulting Lloyd…"

"All from mutants, no doubt!" Michael shouted. "Between that _alien_ and those freaks, everyone from that school has had it in for my son from the _start_, and I won't stand for it!"

"Whatever you choose to believe is _your_ business, Mr. Matthews; I simply ask that you _keep_ it that way," Edward replied flatly. "As for the matter at hand, given that no-one was hurt, and that Lloyd himself hasn't come forward about it, I'm willing to let things rest there, but I _must_ recommend that you get Duncan some _counselling…_"

Michael was _furious_. "To think that my son – the _victim_ – is being treated like a _criminal..!_" he fumed. "I can see which side _you're_ on, Kelly!"

"I'm not on _anyone's_ side, Michael; I'm just looking after _all_ my students," Edward retorted. "The _real_ problem here is the one _you_ seem to have with me _doing_ so."

Michael turned to go. "One day, Ed, your mutant-boot-licking is going to come back and _bite_ you." With that, he stormed out.

Alone again, Edward sighed. '_Well, that went as well as I'd expected._'

"_Principal Kelly?_" Shelly's voice came in over the intercom. "_Professor Xavier is here to see you._"

"Send him in, Shelly," Edward answered. At least _this_ meeting would go smoother than the last one.

Seconds after being paged in, Charles Xavier rolled himself into the office. "Edward," he greeted pleasantly.

Edward nodded. "Charles."

Charles smiled wryly. "Judging from Mr. Matthews' expression as he left, I gather your last meeting was far from pleasant."

Edward chuckled. "I suppose I have you to thank for that," he joked. His tone turned serious. "Charles, I'm not begrudging that your Kryptonian student had to save Miss Cole – and believe me, I've had words with her over doing something _that_ monumentally stupid – and I can't say that I would have done the exact same thing in his place if I'd seen the Matthews boy about to do something like that…"

Charles arched an eyebrow. "But..?"

Edward sighed. "…but the Matthews family – specifically Matthews Senior – is a powder-keg," he finished. "Mike sits on the school-board, and he's bound and determined to see your students thrown out of here. I've managed to keep the rest of the board calm, but with him stirring things up, he does _not_ need any more fuel for his fires..!"

Charles nodded. "So what exactly are you asking me to do?"

Edward raised his hands placatingly. "Just ask your students – _all_ of them – to _please_ try to avoid stirring things up with that boy," he answered. "School lets out in a few months; once Duncan graduates, Michael will lose interest, given how Mitchell hasn't been as much trouble as his brother."

Charles nodded. "I will mention it to my students," he agreed. "Was there anything else?"

"As a matter of fact, yes," Edward answered. "Alison Blaire has been absent from class for about two _weeks_, now; I understand that her career causes her to miss _some_ time, but..!"

Charles raised a hand. "To be honest, Principal, I was expecting you to ask that," he said. "Two weeks ago, during a mission, Alison was…severely traumatized; immediately following the mission, she ran away. We haven't been in contact with her since."

Edward's eyes went wide. "Jesus…you're…you're serious?"

Charles nodded. "All of us hope that Alison will be able to sort things out…but we have no way of knowing when – or even if – she will return."

Edward's expression saddened. "Well, I understand the issue here, Professor…but you've put me in quite the predicament," he confessed. "Given that Alison has all but dropped out, I don't see what choice I have but to fail..!"

He stopped as Charles' eyes went wide. "Edward…do you smell that?"

Edward blinked. "Smell what?"

"We have to get out of here!" Charles cried, before he started to cough. "We…we have to..!" His voice trailed off, as he sagged in his wheelchair, out cold.

Seconds later, Edward felt his legs start to go rubbery, as he caught a scent in the air; as his senses were packed with cotton, Edward felt himself hit the floor…before he heard something over the PA that he would never, _ever_ forget.

"_HA HA HA HA HA HA HA HA HA HA HA HA!!!! HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA!!!!!_"

XXXXXXXX

After parking his car in the main lot, Scott strolled into the main entrance of the school, heading to the room Jean had said she and the rest of the prom committee were meeting, to see if their meeting was finished.

It was the strangest thing, though; Jean hadn't mentioned that their meeting was today – heck, she'd completely forgotten about it, which was strange for her. Shrugging, Scott strolled on. It was probably nothing; maybe Principal Kelly had been forced to rearrange the schedules…

"_Oof!!_"

Scott was suddenly knocked off his feet as a reddish-blond blur plowed into him; getting back on his feet, Scott turned to see none other than Mitchell Matthews, his skateboard under his arm, as he'd headed for the entrance.

Mitchell looked just as surprised to see him as Scott was; in fact, he looked downright _terrified._ "Aw, man, I'm _sorry!_" he cried. "I swear, I didn't mean to bump into you..!"

Scott chuckled. "Mitchell, it's _okay,_" he replied. "_Neither_ of us were watching where we were going."

"Oh," Mitchell said. "It's just that…I thought…"

"…you figured, since your bro and I hate each other, I might take that out on you."

Mitchell gulped. "Maybe a little."

Scott's smile turned wry. "Mitch, I'm a _mutant_; me being prejudiced against _anybody_ would be _doubly_ stupid," he answered. "Besides, being related to _Duncan_ is punishment enough."

Now it was Mitchell's turn to chuckle. "I hear _that._"

"So, what brings you around here so late?"

Mitchell shrugged. "I was just hanging around the skate-park, and I thought I'd get a lift home with Dunc," he answered. "He and his pals had a last-minute practice scheduled, or something."

Scott arched an eyebrow. "Jean and the rest of the prom committee got called in last-minute, too."

"Huh. Weird," Mitchell commented. "Anyway, I'd better get going. Later." With that, he hurried off.

"I guess he's from the _other_ side of the family."

Turning around, Scott smiled as he spotted John-Henry standing there. "That's the best explanation I can come up with, Junker," he replied. "So what's your story for hanging around here, this late?"

"Clarissa's on the prom-committee; we were going to grab a soda before I drove her home," John answered. "Mr. Luthor gave me the afternoon off."

Scott chuckled. "And what's the progress of that cast-iron tuxedo of yours?"

"The Steelskin Mark II is still in development," John said. "It's not _quite_ done; give it a couple weeks."

"Cool."

By then, the committee meeting had obviously let out, as Scott spotted Jean walking down the hallway, along with Taryn and Clarissa. "Hey, guys," Jean greeted.

"Hey, yourself," John greeted back. "Good meeting?"

Clarissa nodded. "Yeah, considering nobody could remember who moved it up to today."

Taryn snorted. "And let's not forget how Cole was hoping to ask _Superman_ to prom."

All three girls groaned at that. Scott couldn't blame them; he'd been thoroughly disgusted, too, after hearing about the stunt Adrienne had pulled. "That's pretty pathetic, when you think about it."

John turned to Scott. "Hey, didn't I see Professor Xavier go talk to Principal Kelly?"

Jean nodded sadly. "Yeah; I think he wanted to talk to the Professor about Ali," she answered. "It's strange, though; he should be done, by now…"

"_HA HA HA HA HA HA HA HA HA HA HA HA!!!! HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA!!!!!_"

At the sound of that bloodcurdling, crazed laugh, both Scott and Jean _froze_, while their bewildered friends looked around. "What was _that??_" Taryn cried.

"I don't know," John said, "but it sounds like it's coming through the PA…"

"We have to get out of here, _now!_" Scott urged. "Whatever he's got planned, we do _not_ want to be around!"

Clarissa looked stricken. "_Who?_" she asked. "Who are you talking about…" Her voice trailed off, as she started to cough, along with the rest of their friends.

Within seconds, Scott and Jean were coughing, too. "Scott," Jean gasped, "we have to…get out of here…" Scott nodded as he took hold of John's arm, throwing it over his shoulders as he let John use him as a crutch, while Jean telekinetically lifted Taryn and Clarissa up, before they ran for the door…

…but they didn't get far; moments after making a break for it, the gas overtook them, sending them falling into oblivion, with that terrible laugh filling their ears, before they knew no more.

XXXXXXXX

_Xavier Institute_

"_Clark, have you gotten any sleep, this past week?_"

Sitting at his desk in his room, Clark sighed as he held his phone to his ear, his free hand blurring over the keyboard of his laptop. "Ma…"

"_You haven't, have you?_" Martha exclaimed. "_You promised me, mister..!_"

"I didn't 'promise' _anything_, Ma," Clark retorted. "I got called away before I could, remember?" He felt his eyes narrow. "That's part of _why_ I haven't; there was a breakout at Arkham Asylum – three of those lunatics got loose, and we _still_ haven't been able to find them. Sleep's been a luxury I _can't_ afford."

"_Well, your friends seem to be able to!_" Martha insisted. "_How are you supposed to catch these madmen if you don't sleep..?_"

Clark's eyes narrowed crossly. "Mother, I'm sick of arguing about this," he said, more harshly than he should have. "I _know_ my limits, Ma; I know how hard my mind can be pushed, and right now, I'm still _well_ within my safe-zone. I'll sleep when I _need_ to, and when I _want_ to, and frankly, I _don't_ want to hear another word _about_ it."

He could practically _hear_ his mother deflate as she replied. "_Okay, Clark; I can see your mind is made up._"

Clark felt _horrible_. "So…did you still want me to help with the harvest, tomorrow?"

"_Actually, I'm moving the harvest back one day,_" Martha answered, her tone perking up. "_I have…plans._"

Clark blinked. "'Plans'??"

"_With…someone._"

Now Clark _knew_ his eyes were nearly bugging out of his head. "_O-Oh…_"

"_Now don't take that tone, young man!_" Martha chided. "_It's been over five years since your father passed on, God rest his soul; I think I'm perfectly entitled to a nice night on the town with a respectable gentleman, thank you very much!_"

Clark was somewhere between bewildered, embarrassed, and _nauseous._ "O-Of course, Ma!" he stammered. "It's just…a bit of a surprise..!"

"_It can't be __**that**__ big of a surprise, honey; I'm old, not dead._" Martha sighed. "_Well, I'll leave you to your work._"

Clark's guilt returned. "I'll…I'll talk to you soon, okay?"

"_Okay, sweetie; love you._"

"Love you, too, Ma," Clark answered, before his mother hung up, leaving him feeling like a total _heel…_

"Was that…the woman who found you?"

Turning towards his cousin in the doorway, Clark nodded. "Yes, Kara, that was my adopted mother."

Kara managed a smile. "She sounds…nice."

Clark chuckled. "I'm sure she'd love to meet you."

Kara's expression turned worried. "Are you okay?"

Clark suppressed a groan. '_How many times am I going to get asked that?_' "I'm fine, Kara."

Kara didn't let up. "Kal, we both _know_ that isn't true," she chided, "and so did she…"

"Well, what do you _want_ to hear, Kara? That my entire life feels _empty?_" Clark snapped. "That it feels as though part of my _soul_ has been ripped out? Is _that_ it?"

Kara's silence prompted him to continue. "There are more _important_ things to worry about than my emotional state, Kara," he added. "I am not going to let innocent people suffer just because I'm mopey after a breakup…"

"It may be _more_ than that, Kal," Kara said. "My father once had a theory about the W-Gene; you know about that, right?"

Clark nodded. "It was the mutation that allowed Von-El and the rest of the Twelve to possess telempathy, which helped them end the Age of Wars."

"Yes," Kara continued, "and after its emergence, it more-or-less was diluted down through the generations…but what if that _wasn't_ the case?"

Clark blinked. "Come again?"

"My father believed that, though the Gene was diluted, it wasn't completely masked in our people's genome," Kara insisted. "He believed that there were many cases of _partial_ W-Gene emergence throughout our history; people developing low-level empathic abilities. In the cases he studied, his most compelling evidence was that, with couples, when they were separated for extended periods, they both experienced high levels of emotional distress, indicative of an empathic bond…"

Clark arched an eyebrow. "And you think this is what's happened with me?"

"Over 90 percent of my father's studied cases were descendants of the Twelve, Kal," Kara insisted. "All it takes is for one partner to have the Gene…"

"I'm _down,_ Kara, not _depressed,_" Clark said. "I have things to keep me busy, like my father's old projects, and Kurox's repairs."

Kara seemed to perk up at that. "How's that coming?"

"As well as can be expected," Clark answered. "I'm having the Fortress work on the next set of calibrations for the replacement phase-coil; once they're done, I can adjust the coil and test it."

"How long will that take?"

"About another week or two," Clark admitted. "In the meantime, I've been going over one of Jor-El's last projects for the Kryptonian Defence Force; apparently, he was in the process of designing a new type of high-tech battle-armour…"

He was cut off by the beeping of his communicator. His eyes going wide, Clark darted over to his dresser, grabbed it, and flipped it open. "Boy Scout here, Eye-in-the-Sky; what's the situation?"

"_Kent, we've intercepted a signal from Joker; he's made his move,_" came Batman's grave voice. "_He's broadcasting, right now; I've already started a trace, and alerted Gordon, and Robin and Batgirl are en route…_"

Clark could already hear that madman's voice over Bruce's warning. "Oh, _no…_"

XXXXXXXX

_Greenwich Village, New York_

The setting sun over Greenwich Village was all but blotted out by the thick coat of mist that had perpetually settled over it, driving away all but the most daring of sightseers; the streets leading into the village were utterly bare, save for one trenchcoat-clad, scarf-wearing soul.

Peering over the rims of her disguise's sunglasses, Alison suppressed a gulp as she strode towards her destination. '_Stay cool, Blaire. He's the Sorceror Supreme; creepy abodes are practically a job requirement…_'

In a matter of minutes, she had reached the main entrance to the Sanctum Sanctorum; gathering her courage, she knocked on the door. Seconds later, the door swung open, as a young Asian man – the Doctor's apprentice, Wong, if she recalled – with a bald head, clad in simple black slacks and a white, button-up, long-sleeved tunic, greeted her. "Yes?"

Alison managed a feeble smile. "Is there a Doctor in the house?"

Wong arched an eyebrow, but he opened the door and let her into the main lobby, closing it behind them both. "Please wait here." With that, he strode further into the Sanctum.

After a few minutes, Wong returned, followed not by Doctor Strange, but by the Dark Dimension's _Sorceress_ Supreme; Clea's wary expression turned to one of worried surprise as she saw her. "Why, Alison, what are you doing here?" she cried. "Your friends have been so _worried_ about you..!"

"I know, I know," Alison answered. "I just…I needed help."

Clea's worried expression worsened. "Child, if you are in any danger..!"

"No, no; that's not it…well, not exactly," Alison said. "I just needed your husband to look inside my mind."

Clea's porcelain features fell in confusion. "Your _mind??_" she repeated.

"I'm assuming that Professor Xavier told you all the gruesome details about what HYDRA did to me, right?" Clea nodded reluctantly. "I need your husband to look inside my head and see if HYDRA left any psychic or subliminal 'triggers' in there; I have to know if there's anything in there that could make me…make me turn on my loved ones…"

Clea's expression turned sympathetic. "Child, I'm afraid that Stephen is off-world, at the moment; he is communing with mystics of other worlds, and I do not know when he will return," she confessed. "I am willing to assist you, but I only have modest familiarity with the type of psychic arts you require; to do what you desire would take the efforts of a master, something which I am unsure even _Stephen_ could boast of." She smiled faintly. "I would advise you to ask Professor Xavier…"

"_No!!_" Alison cried. "That could be _exactly_ what HYDRA _wants_ me to do!!"

Clea's expression collapsed. "Alison…"

"I can't risk it," Alison whimpered. "I'm still too big a threat to Kal – to _everyone!_ If the Professor triggers something in my head, all my loved ones will be at ground zero if I go back; at least here, there's the option of Doctor Strange just banishing me to another dimension if things go bad…"

Clea took her by the shoulders. "That is _not_ an option, child; _none_ of us are going to just cast you away if things go awry."

Alison managed a weak smile. "Thank you."

Clea sighed. "If I cannot convince you to go back to the Institute, then I'm afraid you'll have to wait until Stephen returns," she relented. "In that case, I would advise you to check back in a week."

'_Well, that's something._' "I appreciate it," Alison said. "Thank you…and _please_ don't tell anyone you saw me." Clea nodded at that, as Alison turned, and headed out.

As she strode away from the Sanctum, Alison felt her depression take hold, again; she'd hoped that she'd _finally_ be able to get some answers, and now she was going to have to wait even _longer._

Within a few minutes, she had cleared the barrier of mist, but Alison was too depressed to notice it…or the shadowy figure that had been darting in and out of alleys in her wake. She was just about to pass by an electronics store…but a horrifyingly manic voice stopped her.

"_Hidey-ho, Big Apple!_"

Alison _froze_, as she looked around…before her gaze stopped on a TV in the store window…showing the image of a twisted clown.

She recognized him from the League's reports: _the Joker._

Joker's psychotic image was on _all_ the TV-screens. "_This is your old pal Joker, coming at you live from the grand opening of Murderworld, where you'll have so much fun, you'll be __**dying**__ with laughter by the time you leave…if you ever __**do**__ leave!_" the mad clown chortled. "_To celebrate this momentous occasion, I and my Arkham pals have given out free passes to a bunch of youngsters from good ol' Bayville High, including some from that school Charlie X is running; heck, even Chucko __**himself**__ couldn't resist getting in on the fun! How about that, ladies and germs?_"

Joker's face twisted into a scowl. "_Unfortunately, this event is by invitation __**only**__, so I'm afraid that New York's finest is just plain out of luck; if we see any boys in blue at the gates, none of these innocent kids will get to have any fun at all, today…_"

His voice dropped to a sinister growl. "_…or ever again, for that matter._"

The manic grin returned. "_But since I'm in such a good mood, I'm giving out tickets to my good ol' pals Batsy and Blue-Boy, along with five of __**their**__ pals!_" he giggled. "_Between all of us, we'll just have __**such**__ fun! Toodles!_" With that, the image of the Joker simply winked off the screen.

Alison was utterly speechless as she stared at the blank screen; she clearly remembered Clark telling her about that lunatic…and now not only was he in Bayville, he had kidnapped some of their friends, and was practically _daring_ Clark and the League to come after him, right into his trap. '_Oh, Clarkie…_'

"I hear you have a problem."

Alison suppressed a cry as she spun around, to find…"_Rachel?!_"

The cloaked, hooded form of Rachel Roth stared back at her with unblinking eyes. "It's _Raven._"

Alison managed to find her voice. "W-What are you _doing_ here?"

"I was about to ask _you_ that," Rachel – Raven – replied. "I happened across your trail a few days ago, and I've kept an eye on you, ever since."

Alison blinked. "Why?"

Raven looked away, her head low. "You guys helped _me._"

Alison managed a brief smile, though she couldn't keep the sadness out of it. "Rachel…_Raven,_ I appreciate the offer, but I don't know if you can…"

"You came to the Doctor's place, which means that you _think_ magic can help you," Raven said matter-of-factly, "and I know a _lot_ more than he does…no offence."

Alison sighed. "I know that," she said. "It's just…God, I don't know where to begin…"

"At the beginning," Raven answered. "But not here."

"Well, where, then?"

"Somewhere safe." Before Alison could ask what she meant, Raven opened her cloak, unleashing a torrent of shadowy energy that engulfed them both, before it disappeared, taking them both with it.

XXXXXXXX

_Undisclosed location_

"Ugh…"

When Scott came to, the first thing he noticed was that he had a _monster_ of a headache, but that quickly gave way to worry. "_Jean!_ Jean, are you okay..?!"

"Uh…yeah, I'm okay, Scott," Jean replied, as she sat up next to him, holding her head. "What happened?"

"I don't know," Scott said, as a lingering cough left his lungs. "The last thing I remember is…"

Both of their expressions turned horrified as they recalled the maniacal laughter of the Joker. Quickly, Scott looked around, to see that they were in a completely darkened room, with two exits on opposite ends. "Where are we?"

"Somewhere that twisted clown thinks he has the advantage."

Both Scott and Jean whirled around, to find their mentor behind them, sitting in his wheelchair. "Professor!" Scott exclaimed. "Are you okay?"

"Well enough," Charles replied, "considering the situation." With that, he lifted his wrist, showing the improvised electronic manacle encircling it…which matched the ones on Scott and Jean's wrists.

Jean's eyes widened. "What _is_ this thing?" she cried. "What does Joker _want_ with us?"

"I don't know," Charles answered, "but it appears that we aren't the _only_ ones." Following his gesture, Scott saw how right he was. Practically everybody who had been at the school after hours was here, bearing identical manacles: John and Clarissa; Taryn, Adrienne, and the other five girls from the prom committee; even Duncan, Mitchell, and Duncan's twelve pals from the football team were here.

Duncan was the first one back on his feet. "Ugh…what the hell..?" he muttered, but he automatically scowled as he spotted Scott. "_Summers!_ I should've _known!_" he spat. "What'd you muties get us into _this_ time?!"

Scott just glared back. "Believe me, Matthews; this _wasn't_ our idea!"

Duncan was ready to retort, when a terribly familiar crazed laugh silenced the entire group, as a stage spotlight switched on. "_Ladies and gentlemen, patrons of all ages,_" an announcer's voice echoed, "_put your hands together for your MC for the evening…straight from Arkham to your door, the Clown Prince of Crime himself…the JOKER!!_"

Fake applause shook the air as the lights shone on a makeshift stage, revealing the Joker, in his purple zoot-suit, twirling his cane. "Thank you, Junior!" he crowed. "And let's all give a big Murderworld welcome to our very first contestants _ever!_"

The applause echoed again, but Scott ignored it, glaring at Joker. "What do you want, clown?"

The Joker scowled. "Well, it looks like _somebody's_ as much of a gloomy-gus as he was, the _last_ time we met," he groused, as the faux-audience booed and hissed.

Charles kept calm. "Why did you bring us here, Joker?"

Joker's expression fell in sadness. "Why, Charlie, I thought _you_ of all people would understand," he whimpered. "Ever since Batsy left town to hang with his new friends, I've been stuck in Gotham, all by my lonesome, with nobody to play with."

The fake audience crooned in sympathy. "_Awwww…_"

Joker's grin returned, as he hopped down from the stage, striding towards them. "_That's_ when I thought about you and your X-Kiddies, Chucko," he chortled. "You and your two rugrats came all the way to see _me_, and I never even so much as gave you a fruit-basket! I just _had_ to drop by and _return_ the favour!"

Duncan scowled. "I _knew_ it; you freaks got us _all_ into this mess, Summers..!"

"Then allow us to get you _out!_" Scott declared, as he reached for his shades…

"_Don't_ try to be cute, Quick-Draw," Joker snapped, before turning back to Charles. "That wrist-bling you're all wearing lets my silent partner know when one of you starts using your little tricks; he sees Tex here start shooting, this whole place goes up in the biggest blast since the Arkham Christmas party of '06!" His leer darkened as he glanced to Jean. "So how about it, Carrot-Top? Ya wanna take a peek inside _my_ brain?"

Jean cringed, closing her eyes as she slammed down her guards, trying to shut out the Joker's caustic thoughts…

"Eh. Your loss."

John managed to keep his cool. "You still haven't told us why we're here," he whispered.

Joker perked up again. "_So_ glad you asked!" he exclaimed. "It's really very simple; all of you are the test-group for this little project that a friend of mine cooked up – stroke of genius, really – in order to see if it's ready to go _global._ The rules couldn't be easier: all you have to do is make it to the big-top, get through the final challenge, and you're all free as a bird! Ready to play?"

"_Forget_ it, clown!" one of Duncan's pals shouted. "I'm not playing your stupid game!"

The Joker frowned. "Well, folks, it looks like we have a party-pooper on our hands."

The faux-crowd booed.

"Now, hold on!" Joker said. "If this fine fellow doesn't want to play, he doesn't have to; I'm all about laughs, not frowns!" Applause answered his declaration. "You're _sure_ you don't want to play?"

"Damn straight!"

Joker grinned. "Okay, then! Tell him what he's won, Junior!"

The announcer spoke again. "_Our lucky contestant has won himself a one-way ticket back to Bayville High, where he'll enjoy two more months of intellectual bankruptcy, before going on to a life of menial jobs, beer, and failure! Back to you, Joker!_"

"Thank you, Junior!" Joker's smile was almost reassuring as he extended his hand to the youth. "No hard feelings?"

Scott's eyes went wide. "_No, DON'T!!_"

But it was too late.

As Duncan's pal clasped Joker's hand, he instantly started to convulse. "Ooh, we've got a _live_ one, here!" he laughed, his smile going dark. "For a _few_ minutes, anyway."

In a matter of minutes, Joker's latest victim began to smoke, until Joker let go, letting the blackened corpse fall to the ground.

"_OH MY GOD!!!_" Taryn screamed. "_He just…he just..!!_"

Joker's laugh silenced her. "50,000-volt joy-buzzer; _slays_ 'em, every time!" he cackled, showing his hand…before he scowled angrily.

"Anybody _else_ not wanna play?!"

No-one spoke.

"Okay, then!" Joker chortled, sauntering back onto the stage. "Have fun, kiddies!" He turned to go, but stopped. "Oh, and one last thing: since this is Murderworld's trial run, we thought we'd _double_ the fun…by splitting you kids up."

At that, a large metal partition shot up from under the floor, dividing the room in half, with one exit to each side, trapping Scott, the Professor, John, Clarissa, Mitchell, Duncan, and five of his pals on one side, with Jean, Taryn, Adrienne, the rest of the prom-committee, and Duncan's five other pals on the other.

For a moment, Scott's mind yielded to panic. "_Jean!!_" he shouted, running towards the barricade. "_JEAN!!_"

"Scott." The Professor's calm voice brought him back to reality. "We cannot linger here. Whatever game the Joker is playing, we're going to have to go along with it, at least for now; Jean will be okay."

Scott managed to calm himself. "I'm…I'm sorry," he said. "You're right; we'd better get out of here." With that, the entire group hurried out through the open exit…

…and immediately wished they hadn't.

They were in the middle of a run-down old carnival, likely abandoned years ago; they now stood in an alley lined with dilapidated sideshow-attractions, and a sigh-arch over their heads, bearing an ominous logo.

_Murderworld._

Scott gulped,trying not to let on how creeped-out he was. "Okay," he managed, "whatever Joker's going to throw at us, we stand a better chance of making it if we stay together. The first thing we need to do is find his operations center…"

"_Hold_ it!"

Duncan's voice cut him off. "Who the hell put _you_ in charge, Summers?" he spat. "As far as I'm concerned, this is _your_ God-damn _fault..!_"

Scott's tone was flat. "Show of hands," he deadpanned. "_Who_ around here goes through crap like this on a _daily_ basis?" He raised his hand.

No-one else did. "Goggles gets _my_ vote," Mitchell said.

"Same here," John agreed.

"Good," Scott said. "Like I was saying, we need to find out where Joker is running this place from; we do that, and we can shut him down…"

"_That's our Scott: always butting in where he doesn't belong!_"

Scott's hand was reflexively on his shades as the announcer's voice echoed out, its earlier pleasantness gone. "Who are you?"

The voice chuckled. "_Call me…Arcade,_" he replied. "_I trust you're all enjoying my little amusement-park?_"

Scott grimaced. "So you're Joker's new flunky?"

"_I prefer 'business partner,' but yeah, that's me; I provided the idea, and Joker made it happen._" He chuckled. "_Of course, I also suggested who we should invite to this little premiere…_"

"_You_ told him to kidnap us?" Clarissa cried. "_Why?_ What did we ever do to _you?!_"

Arcade just laughed. "_Survive this, and I might tell you._"

The second he'd said that, the sideshow-attractions whirred to life; several ball-throwing booths started throwing balls at them with machine-gun speed, as dozens of robotic clowns rolled out of smaller booths, their hands morphing into automatic weapons, before they opened fire, forcing the small group to take cover.

Scott's grave expression grew as the crate he and John had ducked behind was reduced to kindling, little-by-little. "We're sitting ducks, out here! We have to find shelter!"

Looking around, John pointed to a building adorned with question-marks. "We can hide out in there!" Having no time to argue, Scott nodded, as they all hurried towards the building, with the murderous robo-clowns rolling after them.

The very second they made it through the doors, into the dark room beyond, the clowns stopped pursuing them. "Hey…how come they stopped?" Mitchell asked.

"I don't know," Scott replied, before his eyes widened, "unless they _wanted_ us to..!"

He got no further, as a glass cylinder dropped down from the ceiling, sealing Professor Xavier within it, while the entrance slammed shut. Seconds later, a light shone down on the middle of the room, revealing a fairly tall, slim man, in his thirties, clad in a pair of green slacks, and a green jacket riddled with question-marks. Atop his head, a dapper green derby covered his short, dark-red-brown hair, his eyes smirking behind his green eye-mask as he idly twirled his question-mark-style cane. "Who are you?" Scott demanded.

The man shrugged. "An E. Nygma by any other name," he answered, "but most call me…the _Riddler._"

Scott froze; this was _another_ of the psychopaths escaped from Arkham, which meant he was almost as dangerous as Joker himself. "Why did you lock the Professor in that cylinder? What are you going to do to him?"

Riddler chuckled. "Ask that of yourself, Summers," he replied. "I'm sure by now you've figured out the rules; each of us has our own little corner of Murderworld, and you've blundered into mine. On _my_ territory, it's simple: answer my ridles, and you'll do fine." He shrugged. "Get them wrong…"

One of Duncan's pals gulped. "W-What if we're no good at riddles?"

Riddler fixed him with a disdainful stare. "Then pray that your turn doesn't come up, you pitiful Neanderthal." He spun towards the Professor, his cane raised to point at him. "Riddle me _this_, Xavier: _I fly when happy, yet linger when sad; I am always the same, but there is often either too much of me, or not enough; I am always present, yet I can often get away from you. What am I?_"

At that, Charles looked thoughtful, his hand going to his chin as he pondered the riddle. Duncan and his cohorts, however, were nowhere _near_ as patient. "_What?!_" one cried. "What the hell does that even _mean?!_"

John rolled his eyes. "It's a _riddle_, genius; they're _supposed_ to be tough."

Duncan smirked. "Doesn't seem tough to _me,_" he said. "We've _all_ got ten pounds on this shrimp; you want to waste time playing his dumb game, you go _ahead!_" With that, before anyone could stop him, he barreled straight at the Riddler.

Scott's eyes went wide behind his shades. "Duncan, _no!!_ You don't know what he could be hiding..!" His plea fell on deaf ears, as Duncan tackled into the Riddler…and _through_ him.

Duncan cursed as he hit the ground hard, the holographic Riddler winking out of existence in his wake, reappearing seconds later. "I suppose this is to be expected from such an idiotic menial," he sighed, "but still…"

His eyes narrowed. "_Penalty round._"

At that, numerous vents opened in the ceiling, slowly feeding toxic green gas into the room. "Time's running out, Xavier," Riddler chortled. "I do hope that _supposedly_-powerful brain of yours can function _without_ telepathy."

Charles grimaced as he saw the gas creep down from the ceiling, halfway to the children. He _had_ to do this…but he needed more _time..!_

Charles' eyes went wide. "_Time…_" he whispered, before raising his voice. "_Time!_ The answer is _time!!_"

Riddler's scowl was all the proof he needed; tapping his cane, the obsessed madman reversed the flow of the vents, sucking the gas out of the room. "So, that brain of yours isn't _completely_ useless," he muttered. "I suppose I'll have to make my riddles somewhat _harder_ than kindergarten-level." With that, the hologram winked away, as a new door slid open.

John frowned. "Think he's got more in store for us?"

Scott's expression matched his. "Wouldn't doubt it."

Mitchell groaned. "Great."

"As long as we keep our wits about us, we'll be fine," Charles said. "Shall we?"

As they headed further into the Riddler's lair, Scott sighed to himself; until the others managed to find them, they were stuck playing this twisted game.

He hoped Jean was okay…

XXXXXXXX

_Undisclosed location_

As Raven's spell released its hold on them, Alison looked around. "So this is where you live?"

The spell had deposited them in a pleasant-sized dwelling, consisting of three rooms: a bed-chamber, containing a cot, a small dresser, and a modest closet; a kitchen, holding little more than a small stove, a fridge, and a cupboard for cutlery; and a larger meditation chamber, which they now stood in, holding numerous bookcases filled with arcane tomes, several shelves laden with mystical artefacts, and a workbench loaded with vials and jars containing God-only-knew-what, with an eldritch symbol etched into the floor.

Raven didn't answer, as she strode to one shelf, returning with a black-framed, hand-held, two-sided mirror. "You needed someone to look around in your head," she said. "Why?"

Alison suppressed a sniffle, trying to stay composed. "I…I need to know if someone tampered with my mind," she answered. "When I was…younger, I guess, someone…_did_ something to me."

Raven's expression remained utterly blank, before she sat down, cross-legged in the middle of the symbol. "Sit," she instructed. Alison did so, as Raven held the mirror out in front of her. "Look into the mirror."

Alison blinked as her reflection stared back at her. "Okay…but I don't see how…" but she paused, as she suddenly saw _Raven's_ expression looking back from the silver glass.

Then hers.

Then Raven's.

Then hers, again.

The two images flashed back and forth, faster and faster, until they were a blur, forcing Alison to look away…where she found herself somewhere _else._

Raven's dwelling was long gone, replaced by the vast, endless stars of space; she was standing on a rocky path, suspended in the infinite blackness, stretching on in opposite directions. Alison's expression turned stricken. '_W-where am I..?_'

"This way."

Gasping, Alison spun around. "R-Raven?" she exclaimed. "What's going on? Where are we?" Raven said nothing; she merely began to walk away, forcing Alison to follow her.

Raven led her all the way to one end of the rocky path, stopping at an ordinary-looking door…which was utterly out-of-place in this strange world. "Raven…what's beyond that door?" Raven ignored Alison's inquiry as she turned the knob, allowing them through…

…and into a vast, endless field of wheat, with nothing but blue skies above them for miles around. Alison was speechless as she looked around. "Raven…" she gasped. "This…this is..!"

"_WAAAAAAAAAAAAAHHHHHHHHHHHHH!!!!_"

Alison's hands flew to her mouth as she recognized that cry, before she bolted across the field, running past the mailbox marked 'Kent,' past the farm-gate, and around the corner of the old barn…where she saw a little girl, no older than five, her strawberry-blonde hair in two pigtails, her little sun-dress dulled with dust, her sapphire-blue eyes scrunched tight as she bawled her eyes out, clutching her skinned knee.

'_Oh my God…_' Alison thought. '_It's…it's __**me…**_'

"Hey, don't cry!"

Alison couldn't help but smile, as she saw Clark – not the tall, heroic Clark of today, but the 8-year-old, lanky, adorable cherub of a boy that had bewitched her 5-year-old heart, in his white t-shirt and blue shorts – hurry over to her, kneeling by her side. "What happened?"

"I skinned my knee!" the young Alison wailed. "It _really_ hurts!"

"Hey, it's okay," the young Clark soothed. "Are you Mr. and Mrs. Blaire's daughter? My Ma and Pa said you were coming!" He smiled. "I'm Clark."

The young Alison sniffled. "I'm…I'm Alison."

"Nice to meet you, Alison." Clark's smile grew as he turned around, offering her his back. "Hey, I think my Ma keeps a First Aid kit in the house; she'll patch you right up!" he added. "I'll just give you a lift. Hop on!"

"O-Okay," a nervously blushing Alison stammered, as she hopped onto Clark's back, letting him carry her back to the house with ease…while her older self could only watch with a faint smile…

"There's nothing here."

Startled, Alison spun around to find Raven behind her. "Raven, what's going on?" she asked. "These…these are my memories, aren't they?"

Raven nodded. "Every psychic intrusion leaves a type of resonance, which the mind can mistake as a memory," she replied. "The more vivid or important the memory, the more it resonates. If we can find a resonance with no memory, we'll have found an intrusion."

"Okay," Alison said. "But why did you start here?"

"I didn't sense any significant resonance in your first five years until this point," Raven reported. "There's another one coming up."

As she spoke, Alison saw her surroundings blur, as time sped up…to later that day; she now saw her younger self, in Smallville itself, scurrying along after Clark and an 8-year-old Lex. "Clarkie! Lex! Wait up!" the young Alison wailed. "No _fair!_"

Smiling sheepishly, Clark looked over his shoulder as he slowed his pace. "Sorry, Ali; I forgot you can't walk as fast as us."

Lex rolled his eyes. "_Why_ do we have to babysit Dorky here, again?"

Alison frowned at Lex's remark, while her younger self started to sniffle, her eyes tearing up, until Clark spoke again. "Hey, leave her alone, Lex! She's just a little kid!" he exclaimed. "Ma just wanted us to watch her while she and Mrs. Blaire picked up a few groceries, that's all."

"Hey, guys!"

Both Alison and her younger counterpart looked up to see a 7-year-old Wally West, a bit shorter than Clark, and lean, clad in blue shorts, and a red t-shirt, his short red hair covered by his red baseball cap. "Guys, we've got trouble!" Wally cried.

Clark looked worried. "What's wrong, Wally?"

"You know those guys that robbed Mr. Keith's store, yesterday?" Wally asked. "Well, I think they're gonna hit Mr. Tate's store next; I overheard them talking about it!"

Lex gulped. "Uh-oh."

Clark looked equally grave. "We've got to _do_ something!"

"What can we do?" Wally asked. "We're just _kids!_ Nobody'll believe us!"

"They will if we catch 'em in the act," Clark said.

Lex blinked. "You got a plan, Boy Scout?" he asked. "Winging it may have worked with you stopping those mooks robbing that bank, that time, but you got lucky."

Clark chuckled. "That's what we have _you_ for, Luthor."

Excited, the younger Alison piped up. "I wanna help, too!"

Clark's face fell. "Sorry, Ali, but this is too dangerous."

"But Clarkie..!"

Lex groaned. "I _knew_ having her around was a bad idea; now she's gonna rat on us and get us _all_ in trouble!"

"No, I won't!" Alison protested. "I won't tell, I promise!"

At that, Clark smiled warmly. "Thanks, Ali."

As the younger Alison beamed, the older Alison also smiled as she watched her younger self follow her new hero and his friends. She hadn't known it then, but this day marked the start of Clark's heroics, as well as the beginnings of the group to become The Six Musketeers…which would ultimately inspire the creation of the Justice League.

She remembered it well; she had wanted so much to be able to help Clark, but she'd just been too little…

"It's not here, either."

Raven's voice stirred Alison out of her reminiscing. "If someone messed with your head, it didn't happen here," she reported. "Nothing important happened today."

Alison shook her head. '_No, Raven; something __**very**__ important happened today,_' she argued silently.

But she kept that thought to herself, as her mind pulled at them both, taking them further down memory lane…

XXXXXXXX

_Murderworld_

Outside the abandoned carnival that the Joker had commandeered, dozens of police-cars pulled up, as cops swarmed around the amusement park. Stepping out of his car, one officer looked grim. "We've established a perimeter as per your instructions, sir."

"Good," Commissioner Gordon said, as he emerged from the passenger side of the car. "I want you to make this clear to your men: _no-one_ goes in without an express all-clear from me."

The officer looked a bit sceptical. "Sir, with all due respect, I don't see why our Commissioner had to fly you in here; this is something we could deal with, ourselves…"

James shook his head pityingly. "No, son, it _isn't_, and be damn glad that it's not," he replied. "Joker and his ilk are a breed unto themselves; _nothing_ in the Academy curriculum could ever prepare you to deal with crazies like them. Your Commissioner understands that…"

He stopped as he heard a specialized ring-tone from his cell-phone. Waving the officer away, James answered it. "Gordon."

"_I see you made it to New York._"

James let out a quiet sigh of relief at hearing that terrifying voice. "Shame I couldn't bring my daughter; Barbara always wanted to visit."

Batman's tone was businesslike, as usual. "_Situation?_"

"A nightmare," James sighed. "We've got the park cordoned off; none of us will budge unless we hear from all of you, but the sight of this place is making the NYPD jumpy…though I can't say I blame them."

"_And the principal?_"

"Expected to make a full recovery; even if you all hadn't gotten him to a hospital so fast, the gas he got hit with was just a mild anaesthetic – lucky him." James' expression fell slightly. "We do have another problem, though," he added. "Some of the parents of the missing kids have caught wind of where they were taken, and are en route." He chuckled humourlessly. "I almost wish I was in there with all of you."

Batman almost chuckled. "_Trust me, Jim; you don't._" The no-nonsense tone quickly returned. "_We'll contact you with an update, later. Out._"

Seconds after James switched off his phone, he saw a blue-red blur flash by overhead, followed closely by one of the Justice League's vehicles. '_Godspeed, my friend,_' he thought…before he heard several shouts, which drew his attention towards the outer roadblock, where several uniformed officers were baring several civilians – frantic parents – from going any further.

Taking a deep breath, James walked towards the growing crowd, to try and reassure them, despite the fact that he was more than perturbed, himself. '_Well, at least I can be thankful that Barbara is home, safe and sound…_'

XXXXXXXX

Flying over the twisted carnival, Superman did a quick sweep with his X-ray vision, pinpointing the hostages spread throughout the park, before touching down in the empty parking lot, followed by the Javelin-1. As the main hatch opened, Batman and Wonder Woman promptly emerged, followed by Robin, Batgirl, Android, and Gambit. "Just think, we all could be safe and sound at home," Batgirl muttered, "but, oh no, _we_ had to go kick Joker's psychotic butt…"

"_Again,_" Robin agreed.

Batman silenced his proteges with a glare, before turning towards Superman. "Have you located the hostages?"

"Joker's split them into two groups," Superman answered. "Half are being held in a building laced with question-marks…"

Batman's eyes narrowed. "Riddler."

"…and the other half are in what looked like an old House of Horrors."

"Scarecrow."

Wonder Woman looked perplexed. "What of this 'Killer Croc' villain?"

"There are several miles of sewer tunnels running under this place," Batman replied.

"That sounds like where Croc would hang out," Robin noted.

"Gambit and I will check it out," Superman said. "Between my hearing and thermal vision, I should be able to get a fix on him."

"Cool by Gambit."

Batman turned to Robin. "Joker is likely controlling this facility from a single location; we'll need you and Android to find it and shut him down."

Robin nodded. "We're on it."

"_Affirmative,_" Android agreed.

"Batgirl and I will contend with this 'Scarecrow,'" Wonder Woman said.

At first, Batman said nothing, before he removed a clip from his utility belt, taking a small, fluid-filled mini-syringe from the clip, and handed both to Wonder Woman. "Batgirl, Robin and I have already dosed ourselves; if you plan on dealing with Crane, you'll need to inject yourself now."

Wonder Woman blinked. "What is it?"

"Anti-fear serum."

Diana's sapphire eyes narrowed in a scowl. "Amazons are _not_ cowards…"

"This has nothing to do with courage, Diana; Scarecrow uses a vaporized neurotransmitter analog that triggers intense, irrational fear in the human brain," Batman explained. "No matter how brave someone is, if they get hit with this gas, they hallucinate a manifestation of their greatest fear. This serum ties up the receptors that the gas uses, preventing it from taking effect. That syringe is for you; the rest are for the hostages, who Crane has undoubtedly dosed – you'd best be ready to deal with several _severely_ panicked teenagers."

Wonder Woman frowned gravely, before she accepted the syringe and the clip, affixing the latter to her waist, while putting the former to her bare shoulder, and injecting herself. "Understood."

Superman looked among his comrades. "Everyone clear on what they have to do?" No-one objected. "Then let's _move!_" With that, they split up, heading off to stop Joker, and save their friends, hoping that they weren't too late…

XXXXXXXX

_A few minutes earlier_

After getting separated from Scott and the others, Jean and her fellow "guests" had spent the past few minutes wandering the twisted amusement park, guided by little else than the ravings of Joker's cohort, "Arcade." As she rounded a corner, Jean felt a chill grip her spine at what she now beheld: a run-down shamble of a house, looking utterly _perfect_ for a ghost to take up residence, with an ominous sign above its entrance.

_House of Horrors._

By then, the rest of her little group had caught up. "Okay, no _way_ am I going in there!" Taryn wailed.

"That crazy clown's probably turned it into a _death-trap!_" one of the girls on the prom-committee cried.

"Grey, if you think you're dragging us in _there..!_" one of Duncan's pals shouted.

"_Cool_ it!" Jean silenced them all. "_Nobody_ is going in there, okay?"

"_Party-pooper._"

Jean's scowl grew as Arcade's voice came in over the PA-pole nearby. "Go away, Arcade."

"_Aw, and I thought we were getting to be such good friends,_" Arcade crooned. "_Once a snob, always a snob, I guess._"

The familiarity behind that tone made Jean pause, confused. "Who are you?!" Taryn cried. "Why are you doing this to us?!"

Arcade cackled. "_Don't you know?_"

"_No!!_"

Arcade's voice fell into a growl. "_Too bad._"

As soon as he'd said that, the ground a few feet ahead of them began to crumble…as a rotten hand breached the surface.

Jean could only watch her group erupt in panic as dozens of…of _zombies_ burst out of the ground, shambling towards them; by sheer reflex, Jean readied a TK-pulse to knock them back…but stopped in mid-pulse. '_Darn it; no powers!_'

Her frustration turned to horror as she saw the others blindly flee…right towards the House of Horrors. "No!" she cried. "That's exactly what Arcade _wants_ you to do!" Her eyes narrowing, she hefted a carnival hammer into her hands from a nearby "Test Your Strength" game, pulled back, and _slammed_ the nearest zombie, knocking its head off…and revealing high-tech electronics underneath instead of rotting flesh.

Jean allowed herself a faint smile of triumph; she'd known something was up when she'd been unable to get even a _faint_ telepathic signature from these walking dead. "See? They're not real!" Her words fell on deaf ears, as her friends continued to race towards the House, forcing Jean to run after them.

By the time she'd caught up with them, they were already pulling at the door. "Wait!" Jean cried. "You're playing right into their hands..!"

Just as she was about to finish her warning, the door snapped open, spraying them all with a dusty blast of stale air, as they fell into the House, the door slamming shut behind them.

Jean coughed as she stood up, trying to get a horrible chemical taste out of her mouth. '_Ugh, what DIED in here?_' "Everyone okay?"

Adrienne was the first to answer. "Yeah, except for how it feels like I swallowed a dead raccoo…" Her voice trailed off as she looked at her hands…and started to _scream._

Jean's eyes went wide as she and all the others whirled to face her. "Adrienne, what's wrong?"

"_My hands!! They're all over my hands!!_" Adrienne screamed. "_GET THEM OFF!! __**GET THEM OFF!!!**_"

Jean was about to tell the hysterical girl that there was _nothing_ on her hands, but then _Taryn_ started to scream, tearing at her sweater-sleeve. Then one of the football-players started screaming…

In a matter of minutes, the entire group was howling in mortal terror. '_What on Earth is going on?_' Jean thought, feeling her own panic start to rise, worsened as the ground cracked from the pressure of rotting hands, before more mechanical zombies rose out of the cracked floor, lumbering towards them. One looked towards her…

…_and it was Annie's lifeless eyes looking back at her, glassy and vacant, as her own blood leaked from her torn flesh, her left cheek missing, ripped out, exposing the sinew as the worms feasted on it, the worms that had feasted on her ever since she'd been put in the ground when her best friend didn't save her…_

Jean's hands flew to her mouth as the horrifying image flickered back and forth between the robo-zombie and the monstrous parody of her dead friend. '_W-What's going on?! What's happening to me?!_'

"How d'ya like _them_ apples, Doc Crane?" came Harley Quinn's voice over the PA. "Didn't Puddin' say he was gonna get ya some 'test-subjects'?"

'_Crane?_' Jean thought, confused. That name sounded so familiar…

_Scarecrow._

That notion focused her thoughts like a laser; Scarecrow must have laced the air with his toxin before they'd all come in here. Shutting her eyes, Jean tried to focus. '_It's not real…it's not real…_'

Slowly, the image of the monster-Annie faded, leaving only the cheesy robo-zombie; she could deal with that…

Suddenly, one of the walls caved in, smashed by some unnatural force, as two more zombies – one eerily bat-like, and the other wearing armour – lumbered into view. "_Jeeeeeeeaaaannnnn…_"

Jean's horror rose again at the sound of her name. "_S-Stay back!!_" she cried, grabbing an old coat-stand, brandishing it like a staff.

The armoured zombie drew a syringe from her belt. "_Jeeeeeaaaaannn…_"

"I'm _warning_ you!!" Jean cried, as she glared at the hideous apparition…but as she did, the image flickered.

It wasn't two zombies approaching her; it was Wonder Woman and Batgirl. Drawing two Batarangs, Batgirl let them fly, taking out two robo-zombies, while Wonder Woman snagged one with her lasso, smashing it into two others, before she was able to reach her comrade. "_Jean!!_"

Jean blinked, trying to fight off the gas. "W-Wonder Woman?"

"Be at ease, child; you've been poisoned," Wonder Woman answered. "This will help…"

"N-No, I think I'm okay, or close enough to it," Jean answered, gesturing to her friends. "Help _them_, first..!"

"_Fascinating._"

That eerily calm voice drew everyone's attention upwards, causing Jean's friends to begin screaming, again, and Jean could almost see why; the tall, spindly man perched on the stair-rail was clad in a suit of rags, with a loose noose around his neck, his face covered by a burlap sack with eyeholes and a stitched mouth under a broad-rimmed hat…_and worms were crawling out from under the sack, his eyes glowing fiery red…_

Jean managed to shake off the gas-hallucination. "_Scarecrow._"

Scarecrow didn't seem to notice her statement. "Upon fear-stimulus, most test-subjects exhibit expected fear-response, with the exception of mutant-subject," he mused. "Subject exhibits similar symptoms, but to a lesser extent, indicating a type of resistance, which suggests that the telepathic/telekinetic brain exhibits a significantly higher neurotransmitter metabolism. Clearly, further stimulation is needed."

He punctuated that statement by letting go of several glass capsules, which shattered as they hit the floor, releasing a noxious green cloud that swarmed over them. Coughing, Wonder Woman glared up at Scarecrow. "If you think your poison will stay our wrath, coward, you are _sorely_ mistaken!"

Scarecrow frowned. "New test-subjects show no response to additional fear-stimulus, suggesting presence of anti-fear reagent," he mused, before he smiled. "However…"

"_**AAAAAAAAAAAAAAAHHHHHHHHHHH!!!!!!!**_"

Jean's bloodcurdling scream hit their ears seconds before her wave of psychic force knocked _everyone_ off their feet, as Jean levitated into the air, her wide eyes glowing red, matching the flaming corona that surrounded her, fanned to full flame by the sheer terror that gripped her now.

Wonder Woman and Batgirl looked on in horror, while Scarecrow was utterly awed. "Subject exhibits fear-response; fear-stimulus has hyper-stimulated subject's innate abilities," he whispered. "_Remarkable…_"

"_Jean!_ Jean, you've got to calm down!" Batgirl cried, trying to reach her, a syringe in hand. "We can help you..!"

"_**GET AWAY!!!**_"

Batgirl was knocked back by another TK-wave, sending her crashing into Wonder Woman, knocking them both down, as Jean's terror-fueled corona grew fiercer, causing the House of Horrors to start to shake…

XXXXXXXX

The walkways of Murderworld were quiet as a small shadow flitted over the decaying carnival-stands, perching on a dilapidated ring-toss tent, as a small silver-metallic glob slid up a wooden pole, stopping to re-form itself next to the shadow.

Checking his belt-computer, Robin frowned as he looked towards a small shack in the middle of the road. "Whoever Clowny's new pal is, he's running the show from there."

"_Acknowledged,_" Android concurred. "_Recommended course of action?_"

Robin smiled darkly, as he cracked his knuckles. "The usual." With that, he fired a grapnel-line, swinging down towards the shack, prompting Android to follow…

"_Looks like I've got some uninvited guests…_"

Robin and Android were about half-way to the shack when the voice echoed out over the announcer. "Arcade, I presume?" Robin asked with a scowl.

Arcade chuckled. "_Got it in one, pal,_" he answered. "_You hero-types really need to learn how to mind your own business._"

"Comes with the job," Robin shot back. "Which reminds me: you gonna come out to get your butt kicked, or should we just let ourselves in?"

Arcade's laugh turned dark. "_By all means…come and __**get**__ me._"

At those words, about a dozen clown-bots rolled into view from side-roads, all armed with automatics, which they promptly opened fire with. Ducking under one salvo of bullets, Robin let fly with two Batarangs, cleaved the heads off two of the robots, before drawing and extending his bo-staff, charging straight at the shack. One robo-clown moved to stop him, but Robin used his staff to pole-vault over it, coming down behind it to smash its head to scrap, and then spinning around to side-smash another one, before running straight at the shack.

One clown-bot took aim at Robin, but its aim was spoiled as Android's nano-tendril lashed into it, allowing him to merge with the drone and take it over; with the clown-bot under his control, it was an easy task to obliterate the remaining robo-clowns with its machine-gun, enabling Robin to break down the shed door.

Tackling into the door, Robin rolled back onto his feet, spotting a high-tech-looking computer terminal to his right…and a wisp of black cloth escaping through a side-door to his left. Darting out the door, Robin chased after the fleeing Arcade, only to get ambushed by two more clown-bots; somersaulting over the 'bots, Robin finished them with a sweeping staff-smash, knocking them offline with ease, before turning around…

…and finding nothing; Arcade was gone.

By the time Robin had returned to the shack, Android was already at work. "Any luck?"

"_I have disabled the main signal that Arcade was using to control this place,_" Android reported, "_but Arcade seems to be running a backup mobile-emitter that allows him to control any of his systems within a limited radius. He also appears to be running numerous tracking-units attached to the hostages, which seem to be linked to numerous explosives scattered throughout the park..!_"

Robin gulped. "Can you shut 'em down?"

Android's hands blazed over the keys…until he shook his head. "_Negative; the detonation sequence is linked to his mobile-emitter. I would have to access it directly,_" he reported. "_However, the sensor systems on this console are functional; it appears that the hostages are being moved towards the central tent…_"

"The big-top."

"_Correct,_" Android said. "_I am also detecting anomalous telekinetic activity from Wonder Woman and Batgirl's location…_"

"That has to be your pal Jean," Robin said gravely. "I hate to say it, but we have to leave her to those two; she would want us to save the others."

"_Affirmative,_" Android agreed. "_We must make haste._" With that, the two of them ran out of the shack, heading for the big-top.

XXXXXXXX

_A few minutes earlier_

"_Well, I must say you all fared better than I expected; perhaps there is some hope for the education system, yet._"

As he and the rest of their group half-staggered into the last chamber, a very weary Scott almost collapsed; after dozens upon dozens of riddles – with an equal number of increasingly nasty consequences – he was utterly worn out. The others weren't much better: Duncan and his pals were on the verge of snapping; Mitchell was a nervous wreck; John was a strained cord, and Clarissa was bordering on tears of hysteria; even the Professor looked more tired than Scott had ever seen him.

They all had the same though: '_Please let this be over…_'

No such luck. "_I honestly didn't think I'd have to use this one,_" Riddler chortled. "_Consider yourselves honoured…because there is no __**way**__ you'll get this one._"

"Just shut up and _tell_ us," John spat.

"_Be careful what you wish for, Mr. Irons,_" Riddler answered, as his smile grew. "_Out of all the students in Murderworld…which one doesn't belong?_"

Everyone was silent for a full minute, at that. "What the hell?!" one of Duncan's pals cried. "How are we supposed to know _that?!_"

"_None_ of us belong here!" Clarissa wailed.

"_The clock is ticking, children; answer, or my friend Mr. Jones will deal with you…_"

"What's everyone freaking out for?" Duncan sneered. "This one's _easy!_ It's _Summers_; he's the only mutant kid, here..!"

"_Shut_ it, Matthews!" John snapped. "Can the racism and use your _brain_, for a change! _When_ has this psycho ever made his answers obvious? That's too _easy..!_"

"_Nothing_ about what's just happened has been easy!!" Duncan exploded. "The only reason these freaks came after us has been 'cause of Summers and his mutie friends! If this whack-job wants Summers, he can _have_ him..!"

"Why did he say, "Out of all the students in Murderworld"?"

Scott's statement caused all the others to pause, including the Professor. "Scott?"

"Riddler wasn't just talking about us, here," Scott insisted. "He said that for a _reason_; there's one kid in this park that isn't like the rest of us…"

'_**AAAAAAAAAAUUUUUUUUUUGGGGGHHHHHHHH!!!!!**_'

That telepathic scream echoed through Scott's mind, interrupting whatever he'd been about to say, his eyes going wide as he recognized it. '_Jean?!_'

Jean's reply through their link was near-hysterical, wracked with anguish. '_They're…they're all dead!! I…I killed them…_'

The Riddler's quiz-house was instantly replaced by a vision of the Institute…but it was no vision that Scott _ever_ wanted to see: the blue sky was now blood-red, darkened by ashen clouds; the once-green garden was scorched black, and the Institute itself was just a charred shell. Standing in the front yard was a crowd of zombified versions of the X-Men and X-Force…all gathering around a weeping Jean, lying on her knees amidst the ruins, a fiery phoenix looming over her.

It was like something from his nightmares…or _Jean's_ nightmares…

In an instant, he understood. '_JEAN!!_' he called to her with his thoughts. '_Jean, this isn't real!_'

As one zombie pushed its way through the crowd – a zombified version of _him_ – Scott heard Jean's sobs grow louder. '_I…I killed him…_'

With a roar of effort, Scott pushed through the zombies, shoving his undead doppelganger away, before kneeling in front of his love. '_Jean, I'm right here, okay? You didn't hurt me, or anyone else; I'm right here, with you._'

Slowly, Jean looked up. '_S-Scott?!_'

Scott pulled her into a hug. '_This isn't real, Jean; your brain's just tripping on some gas that Scarecrow fed into you. None of what you see here is real._'

At that, the image around them flickered momentarily, showing another room, where Wonder Woman and Batgirl were trying to get to her, each holding a syringe. Jean started to panic. '_T-They're going to..!_'

'_They're trying to __**help**__ you, Red,_' Scott soothed. '_It's okay._'

The scene around them flickered back and forth, until Scott saw Wonder Woman reach Jean, pressing the syringe into her shoulder, injecting her; gradually, the horrific image began to fade, as Scott felt Jean's panicked mind start to relax…

…until the Scarecrow faded further into the background, as a wall slammed down between them and the rest of the fear-gassed students. '_He's…he's taking the others!_' Jean cried. '_We…we have to stop him..!_'

Scott nodded. '_Go, Jean; I'll be okay._' At that, Jean smiled wearily, before she broke their connection, to chase after Scarecrow, leaving Scott back with his group…in time to hear Riddler's next remark.

"_Time's up._"

The holo-Riddler looked particularly smug as he folded his arms. "_Well?_" he asked. "_What's your answer?_"

For a moment, Scott felt panic grip him…until he noticed a black shape in the shadows to his right. "I don't suppose we can have a little more time..?"

Riddler scowled angrily. "_You've had ample time, Mr. Summers,_" he snapped. "_Answer the question._"

Scott knew he had to buy time. "No."

Riddler twitched. "_What?_"

"You heard me."

Duncan was uncharacteristically nervous. "Summers, what are you _doing?!_"

Scott didn't let up. "I don't know about anybody else, but I'm _done_ playing this nut-job's games," he said. "I'm not answering _at all._"

Riddler's expression told Scott that he'd _stomped_ on his Achilles' heel. "_You…you HAVE to!!_" he cried. "_If you don't answer me, right now..!_"

Riddler never got the chance to finish; his hologram was disrupted, as a gel-glob shot out of the shadows, rippling through the image to splat itself on the wall…along with its micro-detonator.

Scott reacted instantly. "_Everybody down!!_"

The explosive gel detonated seconds later, ripping apart the wall behind them, causing the hologram to fizzle into nothingness. As Scott got back to his feet, he was just in time to see Batman leap out of the shadows, firing a grapnel-line into the hole he'd just made…before reeling the _real_ Riddler out of his hiding-spot.

Riddler actually managed to smirk as Batman grabbed him by the collar. "I knew you'd show up," he chortled. "You couldn't resist matching your wits against mine…"

"Your games have never interested me, Nygma," Batman growled. "What's Joker planning?"

Riddler just chuckled. "Oh, I'm afraid you have more pressing concerns, Batman…" Reaching for his belt, he tapped a button…causing a trap-door to flip open right underneath Mitchell's feet.

As the younger Matthews sibling started to fall, Charles reached out and grabbed his wrist, trying to pull him back, but he was too close to the edge, and his wheelchair started to tip over…

His eyes going wide with horror, Batman dropped the Riddler, and raced towards the pit; his hand had just reached the back of the Professor's wheelchair…when Mitchell's weight pulled him _out_ of the chair and into the pit. His eyes narrowing in determination, Batman dove in after them.

Seeing his mentor fall, Scott was about to run after him; he was half-way to the pit when another barricade slammed down, blocking him from going after the Professor. Before he or anyone else could react, Scott smelled something in the air…before he saw all the others start to collapse.

_Gas._

The second he'd realized what was happening, Scott felt his legs give out; as he crashed to the floor, he was just able to catch Riddler start talking into a radio before he blacked out.

"We have a problem, clown; I suggest we move to the final stage of the plan…"

XXXXXXXX

_Elsewhere_

"I don't care what you say, Clark; the coolest superhero ever _has_ to be Captain Atom."

As she watched her 9-year-old self hang back on the outskirts of 12-year-old Clark's conversation with the rest of his friends – the newly-dubbed "Six Musketeers" – Alison could barely hold back a soft chuckle at the topic their talk had taken, as they hung around the local soda-shop. "No way, Wally," Clark replied. "That honour belongs to Captain America."

Oliver groaned. "_Again_ with Captain America."

Clark ignored him. "I'm not saying that Captain Atom wasn't cool – strength, flight, and energy-blasts are all awesome – but it's not _about_ powers," he insisted. "Cap was the greatest because he was completely _mortal_, and he was still willing to make _any_ sacrifice his country asked of him."

"And like _I_ always said, it's a moot point," Lex interjected. "The one thing _both_ those guys have in common is that they're both _dead:_ Captain America kicked the bucket back in World War II, and Captain Atom got _atomized_ when that nuclear reactor blew, last year." He sighed. "Still, I hate to say it, Clark, but I gotta give the nod to Atom – if he hadn't soaked up that much radiation, all those people could've died."

"He's gotcha there, Farm-Boy," Arthur quipped.

Alison's younger self crinkled her nose. "No way!" she piped up. "_Cap's_ the greatest!"

Victor rolled his eyes. "Yeah, like you're an expert, Pigtails."

At that, the young Alison started to sniffle, which prompted Clark to frown. "Hey, don't blame Alison for having good taste," he retorted. "Besides, I'm not so sure Cap _is_ gone..!"

"Hey, guys."

At that familiar voice, Clark turned around. "Oh, hey, La…_Lana??_"

Clark's casual greeting turned into a half-strangled squawk as he beheld the 12-year-old Lana Lang, back from her summer in Paris with her aunt. Clad in a trendy blue skirt and violet tank-top, Lana's childish exterior had left her, replaced by the caress of pre-adolescence; her long, dark red hair tickled down to her shoulders, contrasting the ivory skin of her slim legs, and her tank-top fit just closely enough to betray slim, blossoming curves. "What are you guys talking about?"

When Clark seemed incapable of answering, Wally spoke up. "We were just trying to explain to Clark how Captain Atom could kick Captain America's butt."

Clark scowled, shaken out of his stupor. "Dream on, West."

Lana softly giggled, sending Clark back into the grip of catatonia. "Well, don't let me interrupt you," she teased. "Catch you later!"

As Lana walked off, Clark could only stare after her. "Was…was that…_Lana?_"

"Yep," Oliver answered.

Clark was still dazed. "She's…she's…_wow…_"

Lex chuckled. "Mark your calendars, guys," he quipped. "Clark Kent just discovered girls."

Clark blushed. "Shut up."

As Clark and his pals carried on with each other, the young Alison could only watch on helplessly, trying to suppress her tears, while her older self watched her sadly; she could clearly remember watching Clark's reaction, that day, how she felt that he would _never_ look at her, that way…

"You sure used to cry a lot."

Alison chuckled as Raven stepped up beside her. "Yeah, I guess I was kind of a crybaby, back then."

Raven arched an eyebrow as she stared at Clark. "This kid pops up an awful lot in your memories."

Alison nodded. Almost all of the memories she'd seen involved Clark and Alison's summers in Smallville; the last one was of a year ago, just after Clark, Lex, Wally and Oliver had befriended an angry Victor. Now their little posse was complete. "Yeah, I guess he does."

"Why?"

Alison smiled. "You never forget your first love." '_Or your true love…_'

Raven's expression folded back to its usual impassive stare. "There's nothing here; on to the next one."

Alison flinched as she watched time pass. '_Oh, no…please don't let it be __**that**__ one…_' she silently pleaded. '_Please, any memory but that one…_'

No such luck.

Another year had passed, as a 10-year-old Alison, clad in a pretty white sun-dress, her mid-length blonde hair tied back in a ponytail, all but skipped up to the Kent farmhouse. She could remember feeling in high spirits, that time; inquiring about her Auntie's calls to the Kents, she'd gathered that Lana had gradually been distancing herself from Clark and his friends, the "weirdoes" of Smallville Elementary. She'd felt bad that she was hurting Clark, but at the same time, she'd been overjoyed, because _now..!_

As the younger Alison knocked on the door, she was quickly greeted by a slightly younger Martha Kent. "Why, hello, Alison!" she exclaimed. "My, don't you look lovely, today!"

"Thanks!" Alison chirped. "Is Clarkie here?"

Martha's smile wavered a bit. "Yes, Clark is out back," she confessed, "but I'm afraid we also have company…"

Alison didn't bother to listen to the rest, as she hurried around to the back of the farmhouse, heading towards the barn. "Hi, Clarkie..!"

Her cheery greeting utterly _collapsed_ as her eyes took in the scene before her: there, sitting on a hay-bale, in his jeans and white t-shirt, was 13-year-old Clark…with another girl, the same age as he was. The new girl wasn't Lana, but she might as well have been; she was tall, and perfectly slim, clad in a white tank-top and light blue skirt that showed off slender, developing curves, and slender legs. Her eyes were a faint snow-blue, and her long hair was a light chestnut.

But what _really_ broke Alison's spirits was the fact that they were _holding_ hands, and that their faces were inches away..!

At the _absolute_ last minute, Clark and the girl spotted her, and pulled away. "Oh…h-hey, Ali," Clark greeted, smiling sheepishly. "T-This is Emma; she and her family were visiting Smallville on business – they got here a few days ago." He turned to the new girl. "Em, this is Alison Blaire; she and her folks are good friends with mine."

Emma smiled pleasantly, her voice carrying the faintest of accents. "It's nice to meet you."

Alison, trying desperately to hide her sniffles, didn't want to hear or see any more; she simply turned and ran away as fast as she could.

Alison could only sigh sadly as she watched her younger self go; even now, thinking about that day still stung. The sight of her crush with another, obviously prettier girl had been too much; it had all but confirmed her worst fear: that Clark would _never_ see her as anything more than "Dorky Ali," the little pipsqueak that his friends always teased.

Alison's expression fell further as she thought of the longer-reaching consequences of this sight: memories of that sight had made her less willing to spend summer in Smallville…which made her more receptive to her parents' suggestion to visit Aunt Embeth.

Thankfully, it had only taken her a week to make her come to her senses; _anything_ was better than staying with Evil Embeth.

"Nothing here, either."

Raven's voice shook her out of her reverie. "We done here?"

"Yeah," Alison answered softly, though one thought still remained in her mind.

This day had marked the start of the inkling that, maybe – just maybe – her crush on Clark could be more than just a crush; it had been only an inkling…but that inkling had persisted all through her years…and when they'd reunited, that thought had blossomed, bringing her such joy…

…but now, it brought sorrow, because it was _exactly_ why she couldn't be with him…

"We'd better go," Raven said. "I'm getting another resonance."

"Okay," Alison whispered, as she let the young sorceress' spell enfold them both, whirling them ahead, to the next memory.

XXXXXXXX

_Murderworld_

The pit Batman had leapt into quickly turned into a madcap parody of a water-slide; the tunnel rapidly narrowed into a sewer duct, lined with fetid water shooting through it like blood through a thrombotic artery. Flipping himself around to slide through feet-first, Batman pulled his arms to his sides, accelerating to fit through with ease.

His gamble paid off; picking up speed, his momentum was enough to get him through the duct, shooting him out into the main sewer-line. Executing a mid-air flip, Batman landed on his feet, stopping just a meter away from where Charles lay, sitting up against the tunnel wall, with a nervous Mitchell kneeling beside him. "Is everyone alright?"

Mitchell gulped. "I-I'm okay," he stammered, "b-but I think he's hurt or something..!"

Charles grimaced. "I distinctly heard a bone snap as I landed," he muttered. "Given that Mitchell is fine, and that I don't _feel_ any pain, I can only assume that I have broken one of my legs." He chuckled grimly. "I never thought I would find myself _grateful_ for being paraplegic."

Kneeling by Charles, Batman carefully checked his lifeless legs. "You have a fractured shin," he reported, taking two collapsable metal rods from his belt, tearing strips from his cape to form a makeshift splint. "The fracture isn't severe, but we need to get you to a hospital immediately…"

"_You got bigger problems than that, Bats…_"

Batman instantly whirled around, a Batarang at the ready, as he tried to pinpoint the source of that Southern-accented voice.

_Killer Croc._

Finding nothing, Batman quickly lifted Charles up onto his back. "We need to get moving," he instructed, bringing up a map of the sewer system into his cowl-visor, and superimposing his last known position onto it. "There's an exit just a few miles from here…"

"Too bad you ain't _gettin'_ there!"

The increased volume of Croc's voice told Batman he was close; whirling around, Batman spotted him: over seven feet tall, all muscle, Croc was a humanoid crocodile, clad only in a dark blue vest, with glowing yellow eyes, and razor-sharp teeth capable of ripping flesh off, to leave a bone _clean._ Croc was a good ten meters away, but he was closing _fast..!_

Drawing an electrified Batarang, Batman let it fly with expert accuracy; the weapon sliced into Croc's neck, sending its charge surging through him, knocking him back into the water, dazed. "_Move!!_" Batman thundered, as he sprinted down the tunnel, with Mitchell following as best he could.

After several minutes, they stopped behind a corner. "Did we…lose him..?" Mitchell panted.

"For now."

Gasping for air, Mitchell dropped to his knees. "I can't…go on…"

Charles looked stricken. "Batman, take the boy and go; you can move faster if it's just you carrying him…"

"No." Batman's tone offered no room for argument. "Nobody's getting left behind."

Charles didn't let up. "Batman…"

Batman's thoughts mirrored his voice. '_Nobody else is dying, Uncle Charlie._'

Charles' telepathic voice was a soft chuckle. '_You haven't called me that in years…_'

"Shoulda taken the old man's advice, Bats."

Batman saw Croc coming a scant few seconds before his taunt reached him. drawing another Batarang, he let it fly, but Croc was wise to him, this time; diving under the water, Killer Croc popped back up again, racing towards them, teeth flashing…

…and then howling in agony as a red beam lanced past him, grazing his shoulder, seconds before a handful of charged cards exploded ahead of him, driving him back into the water. Batman frowned crossly as Superman and Gambit rushed up to them. "You haven't caught him, yet?"

Superman's expression matched his. "Croc is cold-blooded; he's matching the temperature around him, making my thermal-vision useless, and the echoes this place gives off makes it harder to get a fix on him."

Gambit grimaced. "Meanin' dat we gotta wait for him to come to us."

Mitchell groaned. "_Great._"

Croc's voice echoed again. "_Ain' got no problem with you, space-man; all I want is the Bat and the two he came down with for a snack._"

"We need to keep him talking," Superman said.

As Croc had been talking, Gambit's eyes had widened in recognition. "Leave _dat_ to Gambit." With that, he called out into the sewer. "Jones! 'ey, Jonesy, what you doin' down here?"

There was silence at first, until a deep belly-laugh echoed through the tunnels. "_Remy LeBeau! That you, boy?_"

Remy laughed back. "De one and only!"

Batman scowled. "You _know_ him?"

"Kinda; him an' m'_pere_ did business, back in de day," Remy whispered.

Croc's laugh echoed again. "_So this is where ya hid out from Boudreaux's daughter; can't say I blame ya!_"

Remy shrugged. "Gotta do what ya gotta do," he answered. "An' what 'bout _you_, 'Killer Croc?' Didn' Tante Mattie _tell_ ya to lay off de voodoo?"

Croc laughed again. "_Took a lot more than voodoo to do this, boy!_" he answered. "_Now, if ya don't mind, got me a score to settle with Bats, plus a powerful hunger; gonna take a lot more than Mattie's gumbo, if you catch me…_"

"Keep him talking," Superman whispered. "I've almost got him…"

Gambit nodded. "See, now, Jonesy, Remy kinda got a l'il problem wit' dat," he said. "One of de guys you plannin' to snack on is kinda Remy's _teacher_, and Remy kinda works wit' Bats, here…"

Croc's chuckle turned dark. "_Then it looks like The Gambit's luck just ran out…_"

Superman's eyes went wide. "He's _behind_ us!!"

Superman's warning almost came too late; Killer Croc was already in mid-leap when they spotted him. Superman instantly darted forward, catching Croc by the jaw and tossing him away; he was about to close on him, but Croc's powerful tail lashed out, knocking him into the water. Batman let fly with another Batarang, but Croc managed to evade it, stomping towards the Dark Knight…until Gambit managed to leap onto his back, looping his bo-staff over Croc's upper jaw and pulling back. "Sorry, Jonesy," Gambit said, "but Remy can't 'ave ya offin' de Professor…_MERDE!!_"

Gambit's shout came as Croc leapt backwards, sandwiching Gambit between his scaly back and the wall. Groaning, Gambit's hold slackened, allowing Croc to pull him off. "Ain' nothing personal, LeBeau; it's just how the game works," Croc chuckled, lifting Remy up to his face-level. "I'll be sure to send your old man a nice card with my condolences for his loss…"

He never got a chance to finish his threat, as Superman darted out of the water, grabbed his wrist, and twisted, sending Croc spinning to the ground. Snarling, Croc tried to get up, but Superman sent him flying with a punch, before turning to his comrade. "You okay?"

Gambit groaned. "Dis ain' workin'," he coughed. "Scaly got de home-court advantage…"

"Your freeze-breath."

Batman's voice interrupted them all. "What?" Superman asked.

"You said it yourself; Croc's cold-blooded."

Superman's eyes widened in understanding, before he nodded. "Got it."

With a feral roar, Croc burst out of the fetid water several feet away, and came charging right at them; Superman simply inhaled, and blew a continuous stream of frigid air at the mutated criminal. At first, Croc simply kept charging, but as frost coated the walls, and as the water started to freeze, his movements got slower and slower, his expression going groggy, until he started listing to the right, to sag against the wall…and then keel over, face-first, out cold.

Mitchell blinked. "What just happened?"

"When a cold-blooded organism's body-temperature falls below a certain threshold, they assume a quasi-hibernative state," Charles explained. "Essentially, Superman put him to sleep."

Superman's expression was faraway as he listened beyond the sewers. "Joker's moved the hostages to the big-top; whatever he's planned, it's about to happen."

Batman's eyes narrowed. "LeBeau, take the Professor and the kid out of here; there's an exit a few meters down that tunnel. It's the first from the right."

"Okay," Gambit said, as he started to help the Professor onto his back, "but what about Scaly..?"

Superman had already removed an empty length of pipe from the wall, using it to tie up Croc, before welding both ends to the wall with his eyes. "We're covered."

Batman turned to Superman. "We need to get to the big-top, as fast as possible."

Superman understood what that meant; he promptly took hold of his comrade's upper arm. "Brace yourself."

The Professor looked grim. "Good luck."

Batman nodded in reply, just before Superman took off at high speed, carrying him along with him. Switching on his communicator, Batman hailed Robin. "Black Knight to Red Bird; patch us through to the others. I have a plan."

XXXXXXXX

"S-Scott?! Scott, please, wake up!"

Scott could only groan as he opened his eyes. When nothing but darkness greeted him, he tried to look around…only to find that he couldn't move. "Taryn?" he called out, answering his friend's cry. "Is everyone okay?"

"I…I think so," Taryn whimpered. "The last thing we all remember is walking into that House of Horrors…and then, all this really scary stuff started happening…and then we heard a voice saying something like "Experiment concluded," before we all wake up here."

'_Scarecrow,_' Scott thought grimly; for some reason, Crane had been finished with them, just like Riddler must have been with their group. "Can you guys move?"

"No," Taryn sniffed, before she started to break down. "Oh, God…what are they gonna do to us..?!"

"It'll be okay, Taryn," Scott soothed. "We're gonna get out of here…"

"_Oh, I don't think so, Goggle-Boy!_"

The shrill voice of Harley Quinn silenced Scott as a spotlight shone down, illuminating Joker's hench-wench holding a microphone. "_Hiya, kiddies! Havin' fun?_" She didn't wait for a response. "_Well, you ain't seen nothin', yet! Here he is, folks! Your host with the most…Mistah J!_"

Another light instantly shone down, revealing the Joker, his manic grin wider than ever. "Hidey ho, Murderworld patrons! Enjoying yourselves, so far?"

Scott's tone was dry. "You want us to answer that?"

Joker just laughed. "Finally developing a sense of humour, eh, Quick-Draw? Music to my ears!" His tone saddened. "Alas, we've just about come to the end of our little field-trip…"

Adrienne quickly spoke up. "You're…going to let us go?"

"Sure!" Joker replied, grinning. "You're all free as birds…"

His grin turned dark, as he finished his sentence. "…provided you can answer one last little riddle. Take it away, Eddie!"

Another spotlight shone down, revealing the Riddler. "Prior to coming here, I posed a riddle to Mr. Summers' little band: 'Out of all the students in Murderworld, which one doesn't belong?'" he said. "I decided that, since they weren't up to the challenge, to open it up to _all_ of you…with a twist."

Joker cackled gleefully. "That's right, kiddies: one of you in this big-top is on _our_ team! Figure out who it is, and you're free to go!"

John gulped. "And if we get it wrong?"

As a final spotlight shone down, the horrifying visage of Scarecrow became visible. "Then I conduct a full-scale experiment with my fear-gas on the adolescent brain."

That threat – along with the notion that one of them had sold them out – was more than enough to push most of the fear-gassed, shaken, battered teens into paranoia. "S-Someone from our school…_did_ this to us?" one of the prom-committee wailed.

"We don't know that," Clarissa argued. "It could just be one of Joker's tricks…"

"The _hell_ it is!" one of Duncan's pals shouted. "I say that explains a _lot..!_"

"_Hold_ it!!"

Scott's shout interrupted them all. "This is a _riddle_," he insisted. "Riddler said '_Out of all the students in Murderworld_'; he didn't say 'in this group.' I think that there's one other student around here that we haven't seen, yet."

"Well, _who?!_" Taryn cried. "Who would do this to us?"

"Someone who hated us…or at least _some_ of us," Scott reasoned, as his theory started gaining momentum. "We've all heard the ranting of Joker's partner Arcade; it sounded as if he knew us, didn't he?"

"Yeah…yeah, he did!" John agreed. "And he sure didn't sound too fond of us…"

"Joker himself said that this was all Arcade's idea," Scott continued, "which means that this guy targeted all of us _specifically._ He picked us because he likely felt wronged by at least some of us, and this was his way of getting even."

Riddler's growing scowl told Scott he was right. "That's it, isn't it, Nygma?" Scott shouted. "You and Arcade _both_ gave us the clues; _the student who doesn't belong is ARCADE!!_"

"Bravo, Summers."

Arcade's voice echoed through the big-top, as a hooded figure, clad in a black trenchcoat, stepped into the light next to Joker. "You've got it all figured out," Arcade mocked. "Of course, if you'd figured it out earlier, I guess you wouldn't be here, would you?"

"Enough games, freak!!" Duncan's voice roared. "Who _are_ you?!"

Arcade chuckled. "You don't recognize me, Matthews? I'm _hurt,_" he sneered. "I'd thought we were such good friends…but then you never _were_ particularly bright, were you?" He sighed. "I guess I'll have to _spell_ it out for you." He dropped his hood.

Scott's eyes nearly bugged out of his _shades._ "_LLOYD?!_"

Joker laughed. "Surprise!"

Duncan was equally incredulous. "_Webber?!_"

Lloyd – Arcade – just smirked. "What did you _think_ was gonna happen, Matthews? Did you think I was just gonna _take_ your bullshit from now until graduation? _I don't think so._"

"But…but why?" Taryn whimpered.

Joker sighed. "I guess it's just the same old story: picked on at school, ignored by the rest, harangued by the folks…" he lamented. "That was poor Lloydey's story when I bumped into him, a week ago."

Harley nodded. "Fortunately, me an' Puddin' helped cheer him up!"

"Got it in one, Harley!" Joker crowed. "And _now_ look at him: kid's a _natural!_"

Arcade chuckled. "And now, I think it's time to let the whole freakin' _school_ know _exactly_ what I think of _all_ of you," he snapped. "When Joker helped me knock this place together, we took our time making one last ride for all of you; I hope you enjoy it…because _I_ sure will."

As Arcade took out an electronic unit, and tapped a few keys, he instantly illuminated the entire room; as he'd said, they were in a big-top, over twice the size of a normal one…which was needed to support the enormous roller-coaster track that looped several times around the tent…with all of them locked into two separate coasters.

Arcade chuckled. "Whaddya say, Joker? Let's give these tools the _proper_ Murderworld sendoff?"

Joker sighed. "Ah, so eager to get started," he sniffed, pretending to wipe away a tear, "just like your ol' Uncle J!" Arcade just grinned, as he tapped another key…sending both coasters on their way, in separate directions.

The ride was nothing short of _hellish_; on the first of three loops around the tent, the track went into a spiral at break-neck speeds, before coming out into a straight-away lined with steam-vents that sprayed hot vapors at them, burning their faces.

Arcade was gleeful. "Bet you assholes are sorry _now!!_" he snarled.

Joker was laughing himself silly. "Why didn't anyone _tell_ me that having kids could be so much _fun?!_"

The second loop was even worse; after three consecutive loops, the track sprayed glass shards at them, cutting them in numerous places, before they were dragged into an ascending spiral.

Harley's laughter became a bit nervous. "Gee, Junior…you sure made _them_ sorry…"

"It's not enough," Arcade snarled. "After this, they _still_ deserve more." His expression turned gleeful. "I want to let Crane take _another_ crack at them, and _really_ make 'em scream…"

Harley gulped. "Uh, Junior…"

Arcade kept going. "After that, I'll let Nygma give them some _really_ tough riddles, and then..!"

"Junior! Sweetie!" Harley chuckled nervously. "You have to _pace_ yourself..!"

Joker just laughed. "Aw, let him have his fun, Harley!" he chortled, looping a fatherly arm around Arcade's shoulder. "Tell ya what, champ: if any of these schmucks survive the grand finale, _then_ you can play with 'em!"

As his coaster emerged from the third loop, Scott saw what he meant: several feet ahead, the track ended in a jump…and the _other_ coaster was approaching from the opposite side! Arcade was going to crash the two coasters together..!

Joker's laugh echoed through the room as he watched the two coasters approach the jump…but his laugh turned into a yelp of surprise, as a Batarang attached to a cable shot out of the shadows behind him, tangling around his ankles and sending him toppling to the floor. Harley screamed as she saw her "Puddin'" hit the dirt, but before she could react, Robin leapt out of the shadows, sending her flying with a drop-kick. "Android, _GO!!_"

Seeing his cohort fall, Arcade scrambled for his remote, only to have it snatched away by a metallic tendril, as Android yanked it into his torso, merging with it and deactivating the armlet-sensors linked to the explosives. "_The bombs are disarmed!_" he reported, ejecting the remote from his torso and crushing it underfoot. "_Superman, Batman, now!!_"

The coasters were almost inches away from the jump when a nova-hot beam of red energy seared through the support-girders of the track just ahead of one of them, causing it to collapse, sending the coaster streaming down; on the other end, a Batarang whirled onto the track and exploded just as the second coaster reached it, causing it to jump early. The passengers of both coasters screamed in horror…

…until Superman darted in, grabbing the coaster his eye-rays had knocked loose, guiding it safely to the ground, while Jean, freed from her armlet, telekinetically grabbed the other coaster, letting it touch down, as soft as a feather.

As Scott managed to pry the seat-bars off and leap out, he was instantly tackled by Jean, who hugged him tight. "Are you okay?"

Scott smiled, as he pried his armlet off. "I am now."

Seeing Jean start to pry off the other seat-bars with her TK, Scarecrow scowled behind his mask, taking out one last fear-gas grenade and letting it fly, spewing toxic green fog in its wake; spotting the grenade, Jean's eyes narrowed in fury, as she telekinetically grabbed the grenade and _compressed_, forcing the gas back into it and fusing it together. Panicking, Scarecrow tried to run, but Batgirl closed on him fast, letting fly with a bola, which tangled around his legs, tripping him up. Snarling, he tried to kick himself free…but he froze as he saw the shape hovering over him.

With the hostages freed, Batgirl had immediately started to lead them out…allowing Jean to deal with Scarecrow. Hovering over the psychopath, her fiery corona blazing around her, Jean's eyes narrowed. "_Tell_ me, Crane…what are _you_ afraid of?"

And with that, she unleashed a localized psi-wave that rendered him unconscious.

Gulping nervously, Riddler started to creep away, sensing that their little game was over; he was almost to the exit when Robin, spotting him, let loose an explosive Batarang, which collapsed several coaster-struts, blocking his escape. Cursing, Riddler turned around…and came face-to-face with Scott.

Scott's hand went to his shades. "Riddle _me_ this, Nygma: what happens when you piss off an X-Man?"

Riddler went pale. "I…I give up."

Scott's eyes narrowed, as he tilted his shades down. "_This._" The resulting optic surge slammed Riddler into the steel rubble, knocking him out.

By then, Joker had managed to get free of the grapnel-line, and made a break for it; Batman's eyes narrowed as he saw him flee, and sprinted after him, but Harley, having since recovered, leapt into his path, brandishing a huge mallet. "You just leave my Puddin' alone, you big dumb killjo – _AAAACK!_"

Her tirade was cut off when a golden loop snagged the head of her weapon, as a furious Wonder Woman yanked her away, to crash ingloriously to the ground. "You so much as _touch_ him," Wonder Woman spat, "and I will _smite_ you where you stand, _wench!_"

Harley coughed as she staggered to her feet. "Look who's talkin'!" she shot back. "I'm not the one dressed like some cheap..!"

_WHAM!!_

Her eyes blazing, Diana flew forward, to slam her fist into Harley's chin, cutting off the end of her insult – probably along with a portion of her tongue – which sent her flying into the air, landing even _harder_ on the ground, out like a light.

As he watched his plan unravel, Arcade's expression twisted with rage. "_No, no, NO!!!_" he fumed. He turned around…and ran right into the crest of the House of El.

Superman's expression was utterly unforgiving as Arcade stumbled back. "All of this," he accused, stepping forward, "just because a couple of kids were picking on you."

Arcade glowered at him. "What was I supposed to do?! Just _take_ it..?!"

"You're _supposed_ to tell somebody," Superman snapped. "You're _supposed_ to _report_ it. You're _supposed_ to do _anything_ but _this._"

"Easy for _you_ to say!!" Arcade shot back. "_You've_ never had to deal with people like _them!!_"

"That's where you're _wrong_, Webber," Superman growled. "I _have._ I've _been_ in your position, when I was no older than you are."

His eyes narrowed. "And that means I can say with utter _certainty_ that _there is __**no**__ excuse._"

Arcade was just about to run when Superman darted forward, lifting him up by the collar with impunity. "And that's exactly what the _judge_ will say about this," he finished. "It's _over._"

Arcade's face twisted. "_It hasn't even STARTED!!!_" he roared, as he took out another electronic device, and thumbed down on a button.

The very second he did, numerous explosions echoed around the big-top, as the shock-waves rattled apart the framework of the coaster-tracks, sending tons of steel rubble falling down towards Superman. Quickly, Superman tossed Arcade clear of the rubble, just before it buried him completely.

Quietly chortling to himself, Joker was just about to reach the exit when Arcade's explosives went off, collapsing the coaster-track and blocking his way; snarling, he turned…where his face met a steel-toed boot.

Batman's flying kick sent the Joker hurtling through the air, crashing into the metal girders; Joker groaned piteously, but Batman was in no mood for mercy. "_Why?!!_" he exploded, grabbing the Joker by the collar and smashing his face into the metal.

Joker coughed…and then started laughing. "Batsy, Batsy, Batsy…surely you've caught on by now!" he chuckled. "I've told you before; all that's between me and anybody else is just one rotten day..!"

"Is _that_ what this is about?!" Batman roared, throwing him across the room. "You did this just to prove that _everyone_ is just as rotten as _you_ are?!!"

Joker landed hard, but not hard enough to stop his laughter. "Like I said earlier, Bats; this whole shebang was _Lloydey's_ idea..!"

His laugh was cut off by Batman's fist. "After you warped his mind?!" he snarled. "How much did you twist that _child_ before he agreed to your plan, you sick..!"

Joker just laughed. "But Batsy, _that's_ the joke!" he cackled, his smile turning utterly _evil._

"I _didn't._"

Batman grabbed him by the collar, lifting him up to glare at him. "_What?_"

"Just what I said," Joker answered. "I had absolutely _nothing_ to do with Junior's outlook on this crummy town. Between that school, those kids, and his folks, this joint's been painting that masterpiece _long_ before I showed up; all _I_ did was toss on a finishing coat of varnish."

Batman was silent.

"See, _this_ is what I've been trying to tell you," Joker continued. "Lloydey's _had_ his bad day; heck, he's had it twenty times over! Chances are, he probably would've gone Columbine on that school's ass; fortunately, I was there to turn his frown upside-down!"

Batman couldn't speak.

"So take a good look, Boopsie," Joker chortled, "because your precious 'society' – the one you, Blue-Boy, and the rest of your little country-club try to protect – has been churning out ones like _him_ for quite some time, now!" He laughed insanely. "And now, _one_ of 'em's got the Joker touch! Hell, years down the road, he'll probably take some _other_ punk aside, and teach _him_ the ropes! We'll be playing this game _forever..!_"

By then, the entire big-top was starting to come down. "_Everybody out!!_" Superman shouted, as he burst free from the rubble. "This whole place could collapse, any second, now!" The others needed no other warning than that; gathering up Joker, Riddler, Scarecrow, and Harley, they hightailed it out of Murderworld as fast as they could, mere seconds before the big-top collapsed.

XXXXXXXX

After evacuating the hostages to the Javelin and leaving Murderworld behind, Superman and the rest of his teammates quickly set their vehicle down on the outskirts of the twisted amusement park, allowing the hostages to disembark. As they watched the overjoyed parents embrace their children, Wonder Woman smiled. "Thank Hera we got to them in time."

"Not quite," Batman said, his expression dour. "One was killed."

The rest were silent for a moment. "I still can't believe that Lloyd could do that…" Jean murmured.

"_Were you able to locate him?_" Android asked.

Superman shook his head. "I lost sight of him when he blew the big-top."

"Think he'll come back?" Scott asked.

Before anyone could answer, Joker's chilling laugh cut the air, as he was loaded into the nearby police van. "See you in the funny papers, kiddies!" he cackled. "_This_ time, the last laugh goes to me and Junior!" With that, he laughed long and hard, as he was carted away.

Superman felt his spine grow cold at those words. "What do you think he meant by that?"

"I don't know," Jean answered.

"Does this guy have a hate on for anyone else?" Robin asked.

"No," Scott said. "Joker said that Lloyd just had issues with school, the students and…" His eyes went wide. "…and his…parents…"

Batgirl gasped. "Are the Webbers here, right now?"

Android quickly scanned the crowd, cross-referencing faces with the Bayville High database. "_Negative; Jonathan and Lauren Webber are not present, here; their address is 176 Greenview Terrace…_"

"He's going after his parents!" Superman exclaimed.

Batman's expression was iron. "Get us to their address, _now,_" he ordered Superman. "The rest of you follow when you can." Superman didn't argue; taking hold of his comrade's arm, he raced off towards the Webber residence, hoping that they were in time…

XXXXXXXX

_Webber Estate, a few minutes earlier_

"_WHAT?!!_"

After getting the phone-call from hell, Jack Webber stormed out of his office. "_Lloyd!! Boy, you get down here, NOW!!_"

Jack's roar drew his wife into the greeting-room. "J-Jack, what's the matter?"

"I just got a call from a 'Commissioner Gordon,'" Jack snarled, drawing his belt and folding it in two as he marched up the stairs. "_Apparently_, our son has been involved in an attempted mass-murder! Not only that, the bank just called, informing me that my investment in the local _amusement park_ has gone through!"

Lauren looked stricken. "Jack…s-surely Lloyd wouldn't..!"

"One way or another, we're going to find out!" Jack boomed, stopping outside his son's door, pounding on it with his free hand. "_Open this door, boy!!_" When Lloyd didn't answer, Jack snarled, and threw it open..!

_**BANG!!!**_

Jack's expression of fury faded to surprise, as he stumbled back, his shirt staining red; he dropped to his knees, his eyes widening as the figure now known as Arcade stepped forward, aiming his old .45 at his head. "L-Lloyd…Lloyd, no…"

Arcade smirked, putting the gun to his forehead. "Who's the wuss _now_, 'Dad'?"

_**BANG!!!**_

Lauren screamed as the second bullet ripped through her husband's skull, before Arcade turned the weapon on her. "L-Lloyd…s-sweetheart…p-please, don't..!"

Arcade sighed, his earlier glee fading to resignation, like a vet forced to put down a sick dog or cat. "Good-bye, Mother."

_**BANG!!!**_

As the bullet ripped through Lauren's heart, killing her instantly, Arcade just walked by, his duffel-bag with a change of clothes and several million in his father's untraceable C-notes over his shoulder.

He figured he only had a few minutes before Superman or any of his pals got here – Joker had warned him they were pretty efficient – but that was just fine.

He'd spent the last week erasing any record of his existence; he'd had to come back to tie up the last two loose ends.

Lloyd Webber was no more.

There was only Arcade.

XXXXXXXX

_Elsewhere_

Sitting alone in her room at her house, a 12-year-old Alison sighed miserably as she looked at her braces; she couldn't _wait_ to get them off..!

Suddenly, her door opened, as her father walked through. "Dad?" Alison asked, noticing his grim expression. "What's wrong?"

Carter Blaire sighed. "Honey…I just got a call from your Aunt Bridget; she's just heard from Mrs. Kent."

Alison felt a chill grip her; it had only been a week ago that poor Mr. Kent had died. She'd felt so bad for Clark…

Thoughts of her crush made Alison freeze. "Dad…did something happen to Clarkie..?"

Carter looked stricken. "Sweetheart…Clark is gone."

Alison felt like she'd been punched in the stomach. "W-W-Wha..?"

"Clark's left home," Carter said. "No-one knows where he's gone."

Alison felt her eyes start to tear up. "W-We've gotta find him..?"

Carter sat down beside his daughter. "Alison, honey…you know how Clark's adopted, right?" Alison nodded forlornly. "Well, Mrs. Kent thinks that he's left to try and find out who his parents were; that this is something that he needs to do…"

"But when will he come back?!"

Carter sighed. "I don't know, honey."

At that reply, the tears Alison had been holding in burst free; she threw herself into her pillow, wailing her eyes out, as her father could do little else than place a comforting hand on her back.

As she watched her younger self cry, Alison felt like crying, too; even though she knew why he'd had to leave, losing Clark had been so painful, back then, especially after she'd found out how special he _really_ was when he'd saved that family.

Losing him _now_ felt just as bad…

"It's not here, either."

Raven's voice startled her, as always, as the young sorceress appeared beside her. "I'm starting to think that your head is clean."

Alison gulped. "You're sure?"

Raven frowned. "There are only a handful of resonances left before the X-Men start showing up in your memories; I'm pretty sure that, if someone _did_ mess with your head, they did it _before_ you started hanging around someone like Charles Xavier, who could detect it."

Alison took a deep breath. "Could you just…make sure?"

Raven sighed. "Hang on."

At those words, Alison's memories started to flash past, _much_ faster than they had before.

_Alison at 15, starting high-school…_

_Alison trying out for cheerleading…and then getting chased off the squad by Adrienne…_

_Alison, 16, trying out at American Idol…and __**nailing**__ it…_

_Alison arguing with her father, and then walking out to live with Aunt Bridget…_

_Alison starting her first recording…_

_Her lamentable first – and last – date with Shinobi Shaw, which had started with him trying to put the moves on her…and ending with her foot in his groin…_

_Her new friend Lila Cheney taking her out for a night on the town for her 17__th__ birthday…and then catching a glimpse of a Man of Steel blasting meteors, as she remembered a special boy from Smallville…_

_Meeting Kitty and Rogue from the Institute…and reuniting with Clark, as he swept right back into her life, which would never be the same…_

…and then, she and Raven were back on the rocky trail, floating in the black void. "You're clean."

Alison gulped. "You're sure?"

Raven's expression all but said, '_Are you really this stupid?_' "I practically turned your psyche upside-down, Blaire; there's nothing here."

Alison suppressed a sob. "But…my dream…"

Raven sighed. "Whatever nightmare you had is likely the result of your own fears, nothing more."

Alison started to feel better. "So…I'm not a telepathic time-bomb?"

"Not from what I saw."

"Okay." Alison started to catch her breath. "So…now what?"

"Now you wake up." Before Alison could ask what she meant, Raven folded her cloak around herself, emitting a bright flash of light…

…and then she was back on the New York sidewalk, right where she'd been before, with nighttime as the only evidence that anything had happened. "_Whoa._"

Despite everything, Alison _did_ feel a little better; it was nice to know her brain wasn't wired…

…but that still wasn't enough. She still didn't know _all_ of what HYDRA had done to her; her mind was safe, but her own DNA was still in question. Was Sinister's tampering just temporary? Were her powers going to just "shut off" at any given time?

She still didn't have all the answers she needed.

Sighing sadly to herself, Alison turned, and walked on.

Her search wasn't over, yet.

Not by a long-shot.

XXXXXXXX

_Gotham Opera Hall, Gotham City_

The night air was cool as the audience emerged from the opera-hall, energized by the stellar performance they'd just witnessed. Most of the patrons were young couples…with one exception.

Laughing happily, Martha Kent, her silver hair tied back in a stylish bun in a hopeless attempt to match the stylish black gown on loan from her date's employer's late family, felt ten years younger. "That was _amazing!_" she exclaimed. "In all my life, I have never heard _anything_ so beautiful!"

Walking beside her, his elbow encircling her arm in a gentlemanly manner, Alfred Pennyworth smiled, looking dapper in his tuxedo. "As my father, Efrem Pennyworth, Heaven rest his soul, always said, 'A life without appreciation of the arts is a life wasted.'"

"A wise man, without a doubt!" Martha laughed. Her smile became a bit shy. "I had an absolutely wonderful time, Alfred…but are you sure Mr. Wayne doesn't mind my using his jet to come and go…"

"Hush, my dear," Alfred chided. "I'm certain that Master Bruce approves…and even if not, given his history with women, he hasn't a leg to stand on." His smile turned sheepish. "I hope you don't find me too forward, but…might we do this again, soon?"

Martha's smile turned wistful. "Alfred, tonight has been wonderful…"

Alfred sighed. "But..?"

"But…I'm dying," Martha confessed. "I don't have much time left – less than a year, now…"

Alfred smiled forlornly. "I see," he said. "While I won't presume to know your mind, I would think that, since _any_ of us could perish at any given moment, it would be best to make _every_ moment count…but, that's only the opinion of a humble butler. Around here, I fear it means very little."

Martha's smile grew. "Well, in Smallville, we take more stock in 'humble butlers'' words," she answered. "In that case, I'd _love_ to do this, again."

Alfred smiled widely. "Wonderful!" he exclaimed, taking her hand. "Until then…" Raising her hand to his lips, he politely kissed it.

Martha felt herself blush at that; ever since Jonathan's passing, she'd felt a part of her had just gone numb…but now…

Smiling to herself, Martha put that thought aside for now; no sense rushing. Taking her date's hand, Martha let Alfred escort her to the car, where he would drive her back to the airport.

She hoped Clark and his friends were doing alright…

XXXXXXXX

_Watchtower_

In the Watchtower's Training-Room, the sounds of training-drones getting turned to scrap filled the air as Batman unleashed his pent-up fury.

Lloyd – Arcade – had _murdered_ his own parents…and he hadn't been able to stop him.

He'd arrived too late; they'd just lain there…just like..!

Roaring, he rolled his punch into a back-kick, sending another drone flying, before twisting into a 360-degree spin-kick, knocking another drone into a cluster of them. Landing perfectly, he started to close on another…but they had stopped moving; someone had turned them off…

"Bruce."

Diana's voice was a gentle whisper as he walked towards him, her eyes radiating sympathy. Batman's breathing was heavy, as he willed himself to calm down…and failed.

He finally found his voice. "Ever since…I first encountered him…" he panted, "…I knew that…under _no_ circumstances could I let Joker win, _ever…_"

"You _didn't_," Diana soothed.

"Tell that to the Webbers," Batman muttered. "Their own _son…_he killed them because Joker…"

"Joker was right in _one_ regard," Diana corrected. "He simply found another soul as twisted as his. I have researched children like him, Bruce; children who do these sorts of things. In these cases, there is often little to no warning…"

"Not good enough," Batman said. "Whatever Lloyd is, Joker made him worse…"

"You _stopped_ him," Diana insisted. "They would have _killed_ those children, today, if not for you – for _all_ of us." She smiled wanly. "_You_ won, Bruce; not him."

Utterly spent, Batman dropped to his knees. "It…it just _isn't enough…_" he whispered. "They shouldn't have died…"

Diana knelt with him, taking his hands in hers. "No…they shouldn't have," she agreed softly. "But Lloyd is not you, Bruce; you are not responsible for his choices."

Batman was now completely numb; he didn't budge as Diana gently slid back his cowl, allowing her sapphire gaze to meet his own. He didn't protest as she softly embraced him, holding him close.

Whatever this was – whatever _they_ were – he couldn't deal with, now. He didn't have the energy.

For now, he was content to let Diana stay with him, until his turmoiled mind calmed itself…

XXXXXXXX

_New York State Line_

As the bus slid away from its last stop before crossing the state line, the little family – a mother, a father, and a little girl – hurried to find seats. Finding two empty seats on one side, and one on the other, the parents took the two seats, while their daughter took the one.

Looking around, the little girl smiled innocently at the young man sitting next to her. "Whatcha doin', Mister?"

The young man didn't answer.

The girl kept chatting. "My Mommy and Daddy are taking me to visit Grandma!" she chirped. "We're all gonna go to the State Fair, tomorrow!"

Slowly, the spectacled young man turned towards her. "Really?"

"Uh-huh!"

At that statement, Arcade smiled at her, his smile growing eerily wide, though his question was eerier.

"So…you like amusement parks, do you?"

XXXXXXXX

_Coming Soon:_

_When word of an undersea find spreads, our heroes find themselves snared in a global crisis._

_As tensions rise, the Man of Steel finds his polar home threatened, once more._

_With the ocean bed a literal powder-keg, can the Justice League stop an aquatic revolution?_

_Find out, in "Heirs," coming to your computer soon…_


	28. Heirs

CHAPTER TWENTY-SEVEN: HEIRS

_South Pole, April 15, 2009_

The skies over the Antarctic Sea were a pristine blue, as a frigid wind blew over the open waters from the Pole, cold enough to freeze even the hardiest crew; the icy temperatures of the Antarctic were more than enough to keep the sea-lanes around the South Pole clear…which was just how the Pole's undersea denizens liked it.

Far beneath the icy waves, the sunken city of Lemuria was abuzz with activity. Its shipyards were rapidly churning out new ship-components; its barracks were filled to the brim with recruits, and its munitions facilities were operating at optimal efficiency.

After the incident with the Kryptonian months ago, every capable Lemurian was eager to get the Fleet back up to fighting-strength, both to obey their King's edict and to salve their battered pride.

Within the throne-room of the Imperial Palace, numerous officials were buzzing around their King on his throne, presenting him with reports. "_My Liege,_" one said, in the viperish hiss of the Lemurian language, "_the shipyards report that the new vessels will be ready for deployment in a day, possibly less._"

Clad in his usual green armoured shorts and golden armlets, Noram smiled cruelly. "_Excellent,_" he answered. "_And what of the Antarctic installation?_"

"_The Polar Outpost reports that the weapons are complete, Sire; the final calibrations will be finished within hours._"

"_Good, good,_" Noram answered, getting up and striding to the nearby window, looking out at the shipyards, already, he could see Lemuria's entire Fleet assembled, ready to deploy, with the immense new vessels at the rear.

The vessels that would bury the Kryptonian's outpost beneath the waves.

Frowning, Noram forced his mind down from the clouds. He could not let himself believe that victory could be so easy; that had been his mistake, before. The new ships could be devastating against a ground-based target, but against an undersea or marine one – such as his dear father's Fleet – they were next to useless, and in ship-to-ship combat, they were all but floating whale-sharks – fish without teeth. He needed to defeat – or at least distract – his father's forces, to give his new units a clear path to the North Pole, where they could be unleashed.

And, in the off chance that they should fail, he could call upon the Antarctic facility, and rain destruction down on the North Pole. '_Let us see how __**you**__ enjoy death coming from above!_'

Feeling his teeth grit, Noram allowed his rage at that defeat to steel him. On that day, he had expected an easy victory; he'd planned to best his creators, claim the Pole, and rule over the seas.

He _hadn't_ planned on his forces being _humiliated_, his claim to power threatened, and his own _self_ getting thrashed like an unruly child.

Ever since then, he'd _yearned_ for the day when he would strike back at the Kryptonian, to teach him just how big a mistake it had been to cross the Master of the Seven Seas. He'd had to reclaim his throne by pledging to restore Lemurian pride, getting his kingdom's war-machine running, and now his forces were assembled and armed. He only needed an opportunity; some strategy to get Namor out of the way…

"_My Liege?_"

An eyebrow arched, Noram turned towards the aide that had spoken. "_Begging your pardon, Sire, but we have just received a transmission from the surface._"

Noram's eyes narrowed. "_And why should I be concerned with anything the surface-dwellers have to say?_"

The aide gulped. "_Well, my Liege, this surface-dweller seemed quite convincing._" With that, he handed Noram the data-pad he'd been holding, detailing the transmission.

Noram understood immediately. "_Put it through to my quarters._" With that, he got up, and strode out.

Entering his quarters, Noram switched on his private communication-line. "Speak, surface-dweller."

The metal visage of Victor von Doom betrayed no emotion. "_So, this is what became of Attuma's experiment._"

"Do not waste my time with insults, Latverian," Noram snapped. "State your business."

"_My business is simple curiosity,_" Doom answered. "_My satellites could not help but notice that you have assembled a considerable force; I merely wonder to what end you have done this…and whether or not Latveria should be concerned._"

Noram's eyes narrowed. "You _threaten_ me..?!"

"_Threaten? Hardly,_" Doom answered. "_Latveria's concern is not immediate; my assumption was that you intended to assault the North Pole. Was I in error?_"

Noram calmed. "Continue."

"_Very well. If that is the case, then it is logical to assume that your sire would oppose your force's actions with his own…which poses a problem for us both._"

Noram arched an eyebrow. "And what would that be?"

Doom's eyes narrowed. "_Doom's reasons are his own,_" he answered. "_All that matters is that, if you intend to assault Kal-El's outpost, every ounce of your force will be required for even a chance of victory…meaning that, in order to succeed, Atlantis must be neutralized._"

"True," Noram conceded, "but that is a problem in itself; defeating my dear 'father' will require an even _larger_ force..!"

"_Only in direct confrontation,_" Doom corrected. "_If you were to defeat Atlantis without firing a shot – indeed, if you were to add their strength to yours – then victory would be that much more likely._"

_That_ got Noram's attention. "How would such a thing be possible?"

Doom chuckled. "_Listen carefully, boy,_" he answered. "_Before the day is out, all of Atlantis will kneel at your feet…_"

XXXXXXXX

_North Pole_

"Okay, what's the situation, again?"

Frowning worriedly to himself as he piloted the Javelin-1 across the Arctic Ocean, Superman glanced back over his shoulder towards Aquaman and Leviathan. "The Fortress has detected several bio-signatures at the edges of its shield, Ron," he answered. "Its scanners have confirmed that they're Atlantean."

Leviathan's eyes went wide. "Attuma?"

"We don't know," Aquaman said. "Beacon hasn't detected any large-scale movements, so if it _is_ him, he isn't massing an assault force, and Cousin Namor hasn't heard any reports of him making _any_ move to take the Pole."

Leviathan groaned. "And we just came off oil-tanker duty," he groused. "The guy picks _now_ to make his move?"

Superman chuckled dryly. "Welcome to _our_ world, Ron."

As the Javelin neared the Pole, Superman guided it into a low approach, enough for all of them to jump out safely, before setting autopilot. "I can see them; they're on the eastern side of the Fortress' shield. Let's _move._"

With its autopilot engaged, the Javelin glided right over the group of six startled Atlanteans, just before Superman, Aquaman, and Leviathan leapt out of the vehicle's open rear hatch, landing perfectly behind them and their three small shelters. Superman's eyes were narrow as they swept over the trespassers; they were all wearing water-filled rebreathers, and they seemed to have no weapons, clad in only light armour. "I'm assuming that Attuma didn't learn his lesson the _last_ time we met…" he warned.

"_Wait!!_" one Atlantean man cried, in accented English. "W-We are no followers of the traitor Attuma, Lord Traveler! We are _scientists_; the First Scientific Recon of the Atlantean Naval Reserve..!"

Leviathan blinked. "Huh?"

"They're _our_ people," Aquaman explained.

Superman slightly relaxed. "You'd best start explaining yourselves," he said. "Your King and I have something of an understanding…"

"Our King's dictums are not subject to your whim, Kryptonian."

Superman's frown returned as the tall, lean Atlantean General strode out of one of the shelters. "General Krang," he said. "Mind if I ask what's going on here?"

"We are merely asserying our rights upon _our_ territory," Krang answered coldly through his rebreather. "Your…outpost has been a curiosity of sorts since its discovery, and it has been decided that it is to be examined."

Superman didn't like the sound of that one _bit._ "General, it was my understanding that the Fortress would be left alone."

"Times change."

Aquaman frowned. "Not from what _I've_ heard, General," he said. "Last I checked, Namor's policy on this place was that it was to be left untouched; somehow, I don't think that our scientists trying to _steal_ technology from it was what he had in mind."

The subtle accusation made Krang bristle, but a feminine laugh interrupted his retort. "You needn't worry, Cousin," Namorita said, emerging from a separate shelter. "I arrived at General Krang's 'research site,' an hour ago; nothing had been gleaned from his work."

Superman arched an eyebrow. "What makes you say that, Princess?"

Namorita's smile was ironic. "I arrived here about an hour ago," she answered. "From what I could tell, General Krang had ordered his team to scan the Fortress' barrier for any weaknesses, as well as to determine how it was projected." She chuckled. "Judging from the curses he's been hurling at it, he hasn't had much luck."

As Krang sputtered, flushing angrily, Leviathan couldn't help but chuckle…until he froze as Namorita's gaze intersected his own, her smile turning warm, greeting him with a shy wave. '_Stay cool, Williams…stay cool, Williams…_'

Krang managed to regain his voice. "Princess, given that it is only a matter of _time_ before Lemuria rises against Atlantis once more, it is _vital_ that we make use of _every_ resource..!"

Namorita fixed Krang with a stern glare. "Kal-El's Fortress is _not_ like any ship at your personal beck and call, General," she snapped. "I find it _very_ strange that Namor agreed to this."

"I would not have ordered my men near this crystalline _death-trap_ without proper permission, Highness." Krang's eyes were hard. "The Kryptonian's increased flight to and from the Pole made His Majesty more receptive to my proposal."

Leviathan frowned. "Now _that_ hurt."

Aquaman groaned. "General, you can't honestly believe that Superman means any harm to Atlantis after everything that's happened..!"

"Perhaps the General might believe it if he knew some of what I'd been doing there, these past few weeks," Superman said patiently. "Provided your men leave their equipment behind, General Krang, I would be willing to allow you to take a look inside."

Namorita looked stricken. "Superman, that isn't necessary…"

"It's quite alright, Princess; I have no intention of showing anything that can be replicated." Taking out his belt-computer, Superman flipped it open. "Fortress: activate external teleporters; beam us directly to the Observatory Chamber."

In less than a second, the blue-white teleporter beam shone through the Fortress' shield, engulfing the entire group and depositing them inside the Kryptonian outpost; before anyone could even realize, they were now in the middle of an incredibly vast, utterly bare, off-white crystalline chamber, its walls lined with flat, hexagonal crystals. As his men trembled nervously, Krang scowled. "And what precisely is _this_ place?"

Superman walked towards the sole crystal-laced console as he answered. "After discovering the back-door in our people's World-Gate network, my father theorized that the Gates' wormhole-generators could be reconfigured." He tapped one crystal, bringing up an image of the Fortress, and then one of the Sol System's World-Gate. "It's one of the projects I've been working on; by narrowing the Fortress' scanner-beams to their narrowest wavelength, I can transmit a data-burst to activate the Gate from here."

One of the Atlantean scientists looked confused. "World…Gate??"

"In its hayday, Krypton had a whole network of these things that spanned most of the universe," Aquaman explained. "With them, you could hop in through one and come out through another on the other side of the universe."

Superman nodded. "Normally, the wormholes used would have to be large enough for ships to pass through," he added, "but my father theorized that they could be made _much_ smaller, to the size of a _pinhole_ – just large enough for data-bursts to pass through."

Krang frowned. "And what practical application could _that_ have?"

"By transmitting another burst through the pinhole, the Gate on the far end can be instructed to activate its scanners and send data back," Superman answered, manipulating several crystals, "which is what it's doing, right now."

Krang's eyebrow started to twitch. "But what is the _point?_"

Superman smiled knowingly. "Only _this._" He tapped a crystal. "Fortress: activate Observatory holo-projectors; project Gate data-stream."

Instantly, the countless holographic projector-crystals lining the walls flared to life, as the whiteness of the chamber was replaced by the black infinity of space, illuminated by the gleaming rainbow-colours of a swirling nebula, with a blue-violet planet in the background, orbited by five moons, with two suns – one yellow, and one white – shining in the distance "May I present the Kur'Non Binary System, located over 5000 light-years from this system."

Namorita gasped. "It's…it's _beautiful…_" she murmured. "It's so…so…oh, merciful _Neptune_, there are no words…"

Leviathan was equally awed. "You _said_ it, 'Nita…"

Superman managed a faint smile, as he looked upon the fruits of his father's old project. "Just prior to Krypton's demise, my father was on the verge of revolutionizing Kryptonian astronomy," he said softly. "With this new software, it's possible to observe stars and planets on the other side of the universe, without ever needing to leave this planet…"

Krang's voice was dry. "…or perform surveillance without a target being the wiser."

Aquaman glared at him. "General…"

As Superman powered down the holo-emitters, instructing the Fortress to deactivate the link to the World-Gate, Namorita smiled. "Well, I think my people and I have been thoroughly _humbled,_" she confessed. "Our knowledge of astronomy is pathetically _nonexistent_, compared to what we've just seen."

Superman shrugged. "Well, given that you have water instead of sky to look at, I suppose that's not too big a surprise," he answered. "I actually never had the time to get this up and running, until recently."

Leviathan snorted. "Yeah, and all it took was about three weeks without sleep."

Superman glared at him. "_Ron…_"

Leviathan gulped, but Namorita's eyes were wide. "Three _weeks??_" she exclaimed. "Why in Neptune's name would you..?"

Superman quickly turned back to the console. "Fortress: upload received astrometric data to the central array in the main lab. I'll analyze it later."

As they watched him move several crystals in the console, one Atlantean scientist spoke up. "Why crystals?"

Superman blinked. "Pardon?"

"You know, I've wondered about that, too," Aquaman said. "Aside from the _Argo_, almost all your people's tech uses crystals instead of metal. Why?"

Superman shrugged. "Why not?" he replied. "Ionic solutions are capable of transmitting electric currents as well as metallic circuits – sometimes even better – and many crystals are ionic in nature. Once my people discovered how to harness entropy directly as a power source, and how to transfer that energy, crystals were the only way to go."

Namorita blinked. "Then…you don't use electricity at _all??_"

"We might use it here or there, but for the most part…nope."

Aquaman smiled grimly. "So, now that this little project is done, I take it you'll be heading home to _finally_ get some shut-eye?"

Superman's expression wavered, before going blank. "Not yet," he said. "I still wanted to go over some of Jor-El's old schematics for a new type of power-core, and I also have more calibrations to perform on Kurox's repairs…"

"_Alert: incoming transmission._"

The Fortress' computerized voice interrupted Superman, as it forwarded the signal to his communicator; checking it, his expression turned grave. "Princess, General, I'm afraid this little tour will have to stop here."

"Problem?" Leviathan asked.

"What is it?" Namorita inquired.

Superman's response was a chilling one. "Your cousin's errant 'son' is on the move…"

XXXXXXXX

_Xavier Institute, a few minutes earlier_

"Um…Princess Anita?"

Alone in her room, Anita had been sitting on her bed, reviewing several of her spell-tomes when that tiny voice interrupted her; looking up, she couldn't help but smile as she saw the tops of two golden pigtails poking out from around her door-frame. "Hello, Illyana," she greeted. "Please, come in."

Her expression shy, Illyana walked in. "Were you…doing anything?"

Closing her book, Anita shrugged. "Nothing I couldn't do later," she answered. "Why?"

Illyana's tone turned a bit sad. "Because nobody else will play with me," she murmured. "I asked some of the others, but the boys were playing on the TV, and the girls were too busy getting ready for something called 'prom'…"

Anita gasped, feigning shock. "That's _terrible!_" she exclaimed, before smiling. "Well, I'd be _happy_ to play with you, Illyana; what did you want to play?"

Illyana instantly beamed. "_Hairdresser!_"

Anita's smile twitched. "Pardon?"

Illyana was already on autopilot. "I promise, I'll make your hair really pretty!" she said, smiling. "I've been practicing with the dollies Big Brother got me for Christmas!"

Anita's smile turned guilty as she tried to think of a way out without hurting the little girl's feelings. "But Illyana," she answered, thinking fast, "wouldn't you want to start with something easier? _My_ hair is _really_ tricky to work with, especially since it's so long." She shook her head for emphasis. "_Short_ hair is _much_ easier," she added. "I'm sure your brother wouldn't mind." '_Forgive me, Piotr, but you know what they say about love and war…_'

Illyana looked thoughtful for a moment…but she shook her head. "No, I already asked him; he said he was sparring with Superman's cousin." Her gaze turned pleading. "Please, Princess?"

Anita felt her guilt redouble itself. "Well…"

_Snap!_

The flash of a camera-bulb cut off Anita's reply; her eyes narrowing, she turned to glare at Tabitha, who had been standing in the doorway, camera raised. Tabitha just grinned. "Hey, don't stop the makeover on _my_ account!" she chuckled.

Very slowly, Anita stood up. "Illyana, dear," she said quietly, "please go back to your room."

Illyana blinked. "How come?"

Anita smiled slyly. "Because some of the words Tabitha is about to say are words you shouldn't hear until you're _much_ older."

"Okay."

As Illyana walked out of her room, Anita formed a spell-bolt in her palm. "The camera, Smith," she snapped, extending her free hand. "_Now._"

Tabitha's smile turned sheepish. "Hey, come on, LeRoux," she said, backing away. "It was just a joke..!"

"Notice I am not laughing," Anita answered coldly, walking towards her. "One more time..!"

"Is there a problem, ladies?"

Both Anita and Tabitha turned to spot Madelyn in the hallway, leaning against the wall. "No problem, Agent Pryor," Anita answered. "Tabitha and I were just having a little discussion."

Madelyn chuckled. "Well, as much as I'd like to be a fly on the wall, I'm afraid I'll have to interrupt," she said. "The Professor wants anyone available to meet him in the briefing-room, as soon as possible." At once, both Anita and Tabitha headed back to their respective rooms to suit up, their quarrel forgotten; there was work to do.

After suiting up, Siryn and Boom-Boom both followed Madelyn to the elevator, heading down into the lower levels. As they emerged from the elevator, Siryn saw both Kara and a _very_ tired-looking Colossus heading for the briefing room. Smiling, she walked up to him. "And I thought that you told your sister you were sparring with Kara just to get out of her styling your hair."

Colossus smiled wearily. "Logan's idea," he managed. "Since Kal was at his 'Fortress,' he needed someone capable of taking her punches."

Siryn chuckled. "Sounds to me like you got off _lightly._"

Piotr smiled helplessly. "She _is_ getting better," he defended. "The last doll she practiced on didn't lose _any_ hair."

Glancing back towards the others, Kara looked worried. "How are the others at your school doing?"

"Okay, I guess," Boom-Boom answered. "Principal Kelly made the right call, cancelling classes until after prom; after seeing that Joker nut, _plus_ seeing Lloyd go postal, everybody needed time to decompress."

Siryn nodded, before looking to Madelyn. "What precisely _is_ the emergency?" she inquired.

"I'm not sure," Madelyn replied. "Charles didn't say."

By then, they had reached the briefing room, where the Professor and Wolverine were waiting for them. "I'm sorry we had to interrupt you so suddenly," Charles apologized, "but we had no choice."

"What's the situation?" Siryn inquired.

Wolverine snorted. "Fishy needs someone to haul his gills out of the fire," he answered. "_Again._"

Madelyn arched an eyebrow. "Do tell."

"What Logan _means_ is that, a few minutes ago, we received a transmission from King Namor," Charles replied. "He has received new intelligence that Lemuria's Fleet is on the move."

Kara looked perplexed. "That is regrettable, Professor, but I do not see what _we_ can do; if Lemuria is moving against Atlantis, that is unfortunately Atlantis' _internal_ affair…"

"Lemuria is _not_ attacking Atlantis, Kara; not yet, at least," Charles said. "Namor is convinced that Lemuria is going to attack an oceanographic dig-site in the mid-Atlantic; he contacted us and the Justice League to help evacuate the oceanographers."

Colossus' eyes went wide. "Why would Noram do such a thing? What harm did they do him?"

"Beats the hell out of _us_, Russkie," Wolverine said. "Right now, we need to get our keisters _down_ there before Junior gets there."

Charles nodded. "Superman, Aquaman, and Leviathan are already en route with Princess Namorita; you should be able to meet them there. Good luck."

The little group didn't need any more than that; as they hurried towards the Blackbird, Siryn couldn't keep a worried expression off of her face.

If whatever was happening was enough to worry _Namor_, then her father had to be aware of it, as well…and yet he had not contacted her, which could only mean one of two things: he either knew, and he saw no threat…or he knew, because he was _involved._

Anita deeply hoped that it was the former – a false alarm – but she just couldn't shake the feeling that it wasn't…

XXXXXXXX

_Atlantic Ocean_

The sun was shining high in the sky over the Atlantic as the two oceanographic research vessels floated over their dig-site. Almost immediately after sonar imaging had identified the ruins beneath the waves, they had been dispatched to investigate; a find like this merited the swiftest possible excavation.

The lead vessel was getting ready to deploy its mini-sub when the expedition commander emerged onto the deck. "Status?"

"Everything's green, sir," came the technician's reply. "We're ready to drop as soon as you give the…"

"Sir, we have incoming!"

The cry of the sonar technician drew the commander's attention. "Sonar has just picked up three unknowns, closing on our position fast!" the technician reported. "They'll be on us in seconds!"

The commander grimaced, as he looked around, trying to spot any hostile vessels on the horizon. '_Damn; should have known we'd run into trouble in international waters…_' "Where are they coming from?" he barked.

"Port side, sir…but it's too late..!"

_Splash!!_

The entire crew of the vessel automatically braced for an explosion, allowing Namor, his ward Garth, and High General Ro'Karon, in his rebreather, to leap aboard unopposed. As the crew got back on their feet, confused, Namor sighed exasperatedly, before pointing to one of them. "You there," he said. "Are you the commander of this vessel?"

The human blinked, before nodding. "Yes."

"Good." Namor's expression turned stern. "The personnel you have excavating the ruins below; order them back."

The commander's eyes went wide. "What??"

"You heard him, surface-dweller," Ro'Karon snapped. "This is the King of Atlantis that ordered you; do as he says, or your men will be hurt."

The commander bristled. "Listen, pal, you can't just..!"

Garth quickly stepped in. "What General Ro'Karon _meant_," he reasoned, "was that your men are in terrible danger..!"

The commander still didn't get it. "I don't care _who_ you are, but you can't just come here and threaten us..!"

Namor felt his eyebrow start to twitch at the reply, as a familiar sonic boom echoed in the distance. "It is not Atlantis that threatens you, _fool,_" he spat. "We detected a hostile battlegroup on an intercept course; if you do not recall your divers, that battlegroup will _destroy_ them."

"I'd listen to him if I were you."

Glancing up, Namor spotted Superman just as he touched down, with a Javelin following close behind. "A little late, I see."

Superman shrugged. "A minor mix-up delayed us," he answered. "What's the situation?"

"Our advance scouts detected a Lemurian battlegroup departing the South Pole hours ago," Ro'Karon stated. "After plotting their heading, we realized that these poor fools were right in the way."

Superman arched an eyebrow. "Why would Lemuria want to attack these people?"

"I cannot say," Namor said. "I have a theory, but I do not wish to say for certain; not until I am _sure._"

By then, the Javelin had touched down. Namorita was the first to rush out, followed by Arthur…and the scaled boy…

Namor managed to suppress the twitch of his jaw as his cousin hurried up to him. "Is it true?" Namorita asked. "Is Lemuria rising against us?"

"I fear so, Milady," Garth stated. "Our intelligence states that they will arrive in minutes."

Glancing upwards, Aquaman spotted the Blackbird as it touched down next to the Javelin. "Good thing the cavalry's here."

As he saw the first person to emerge from the Blackbird, Namor's tone turned sarcastic. "Yes, we can all rest easy, now."

"Nice to see you, too, Fishy," Wolverine retorted.

Superman frowned as he glanced to the ship's commander. "Why haven't you contacted your divers? They need to get out of there _now..!_"

The commander's expression was stricken. "They're already too far below; the ruins are too deep for our signal to reach them!" he answered. "We have no way to contact them!"

Leviathan shrugged. "Guess we'll have to go down and get 'em," he said…before he gulped as his gaze crossed Namor's annoyed stare. "Or not; just a suggestion, really…"

Namor had already turned away from him. "The divers are excavating two separate locations," he said. "Superman, you will accompany Namorita and I to one site; Arthur, you will take Williams to the other."

"And what of us, Sire?" Ro'Karon asked.

"Given that Lemurian tactics are similar to ours, they will split their forces in half," Namor said. "Half will attack these vessels, while the other half engage us underwater. While we are below the surface, the rest of you will have to repel their initial wave of shock-troops; after those are repelled, their cruisers will begin moving into position. By that time, we will have hopefully completed our task."

"Sounds like a plan," Superman agreed, tapping his belt and extending his nano-suit. "We'd better get moving." With that, he, Namor, Aquaman, Leviathan, and Namorita dove into the water, while the others aboard the vessel took up defensive positions.

As they swam into the depths, Namor felt his stomach clench; he hoped that he was wrong, but the location of these ruins could not be ignored, nor could Lemuria's interest in them. If Noram ever found it..!

Putting that thought from his mind, Namor swam onward, deeper into the darkening waters. Al he could hope now was that they had gotten here in time..!

XXXXXXXX

"He hates me, doesn't he?"

Despite the grave situation, Aquaman managed a chuckle. "Namor doesn't hate you, Ron."

Leviathan gulped as he swam. "You don't have to sugar-coat it," he replied. "You can tell me; I can take it."

Arthur sighed. "It's just that…you and 'Nita have still been talking, right?"

"Yeah."

"Well, it sounds to me – and to Namor – that you two are getting more and more serious," Aquaman reasoned. "'Nita and I are the only blood-family he has, and he doesn't want to lose that."

Ron sighed. "I guess." He looked around. "Well, _this_ looks familiar."

As he and Leviathan swam through the ruins, Aquaman couldn't disagree with his statement; the ruins looked eerily similar to Atlantean architecture. "Just keep an eye out for those divers, Ron; as soon as they're out, _we're_ out."

"Hey, no need to tell _me_ twice," Leviathan agreed. "I'm just curious as to why Namor's Mini-Me would even bother to come here; heck, how'd this place even _get_ here?"

Aquaman sighed. "Before it fell, Atlantis was the capital of a powerful empire," he answered. "Atlantis and Lemuria were the only two cities to have survived." He glanced about the wreckage. "This must have been one of the many that _didn't._"

"Oh." Leviathan's tone saddened. "Sorry, man; it must have been a horrible struggle for your people to survive…"

Aquaman didn't dare answer that.

Fortunately, by then, they had sighted the search-lights of the six divers, flitting about a massive structure…

Aquaman's eyes went wide. '_Holy mother of…it can't be..!_'

Powering through the water, Aquaman darted towards the structure, stopping just long enough to speak with one of the divers. "You need to get back to your ship; _now,_" he ordered. "We've detected numerous hostile vessels approaching your position; we're here to evacuate you." Checking the sensor on his wrist, the diver's eyes went wide, before he signalled his colleagues, and started to make for the surface. As he watched them go, Aquaman switched on his communicator. "Superman, Namor, 'Nita, get here, _now!!_"

"Uh…okay, am I missing something, here?" Leviathan asked, but he got no reply; Aquaman had already darted into the ruined structure. Quickly, Leviathan swam after him, finding him stopped in front of a life-sized statue, depicting a tall, well-built man, clad in Greek-style robes…and brandishing a long, green-embossed, golden-metal trident.

"My God…" Aquaman murmured. "It _does_ exist…"

"Huh?" Leviathan said. "What? _What_ exists?"

Aquaman's expression was firm as he met Ron's gaze. "No matter what happens, we do _not_ let Noram take this temple, understood?" he ordered.

Leviathan could only nod in confusion…before his eyes widened. "Okay…but don't tell _them_ that!"

Turning towards the open water, Aquaman scowled as he saw Lemurian shock-troops, armed with spear-guns, swimming towards them. '_Dammit, they're already here…_'

Shaking his head, Aquaman cleared his thoughts, bracing himself; this was one fight they _couldn't_ lose.

Not with the fate of all of Atlantis at stake.

XXXXXXXX

After finding the other divers and urging them to return to their ship, Superman turned back towards the ruins themselves, sweeping his suit's holo-visor over them. "This architecture resembles Atlantis," he mused aloud.

Namorita was equally intrigued. "It most certainly does," she agreed. "Namor..?"

"We must press forward," Namor insisted. "Lemuria's forces could arrive at any time." With that, he swam off, forcing Superman and Namorita to follow.

Namor led them through a valley that resembled a hallway…or a _sidewalk._ As they swam through, Namorita gasped as she spotted numerous characters on the sides of the walls. "This…this writing is ancient Atlantean!" she exclaimed. "Namor, what is going _on?_"

Her cousin didn't answer, as he emerged into a city-square, as vast as Atlantis' own, with a large temple dead ahead of them, marked by a large statue of a woman, in armoured robes, brandishing a spear and shield, with a Hoplite-styled helm on her head, lifted up just enough to show her face. "Namor…what _is_ this place?" Namorita asked.

Namor closed his eyes. "This, Namorita, is the Temple of Minerva, the ancient goddess of wisdom and strategy," he answered.

Namorita blinked. "I…I've never heard of her…"

"Few of our people do," Namor admitted. "I myself had not heard of her until I researched this site in Atlantis' archives; she was one of the deities of the religion of ancient Atlantis." He glanced to Superman. "You recognize her symbol, don't you?"

Superman nodded, his mind starting to piece things together. "Her Greek name was Athena."

"Namor, I don't understand," Namorita said. "Where _are_ we??"

"This place, Namorita, was once called Cerdia; it was the spiritual center of Atlantis," Namor answered. "Before it fell beneath the waves, Atlantis was the capital of a powerful empire, now lost to the waves of time."

Superman slowly nodded. "So your people _didn't_ build Atlantis, did they?"

By pure reflex, Namor whirled to glare at Superman…but finding no condemnation in his expression, he calmed. "So now you know," he said softly. "Yes, Kryptonian; we are only the inheritors of Atlantis, not its makers. All our might comes from what we can glean from Atlantis' archives…and even then, we are sorely lacking; yes, we can build and manage machinery well enough, and harvest crops, but the constant presence of water makes chemistry all but impossible, and limits medical practice to all but the most rudimentary practices." He gestured upwards. "We are even denied the sight of the stars themselves…"

Namorita looked stricken. "Namor…why didn't you tell any of this to Arthur and I?"

"What could I have said?" Namor answered. "This has been the weight of the crown since we first came to Atlantis, cousin; the knowledge that, at best, we are a society of clever _mimics…_"

Superman was silent for a few moments. "So what could Noram want from Cerdia's ruins?"

"I may have an idea," Namor admitted, "but I cannot be sure; I thought it would be here…"

"_Superman, Namor, 'Nita, get here, now!!_"

The very second he heard Aquaman's hail, Superman tried to respond, but Namor had already swam after his cousin, forcing him and Namorita to follow; in minutes, the had reached the secondary dig-site…in time to spot about a half-dozen Lemurian troops closing on Aquaman and Leviathan. Snarling, Namor darted towards the closest one, ripping the spear-gun out of his hands and slamming him across the face with it. A second started to take aim at him, until Superman shot forward, tackling him with enough force to shake the water, before grabbing him and throwing him into two more, stunning all three.

As another Lemurian swam towards the temple, at a signal from Leviathan, Aquaman grabbed hold of his scaled comrade and threw him at the approaching attacker; his momentum boosted by the throw, Leviathan shot towards the Lemurian like a torpedo, smashing into him with enough force to send him floating back. Recovering, the Lemurian hissed at first, but he paused, as if he'd heard something…before all of his cohorts turned and _fled._

Leviathan gulped. "Okay, that _can't_ be good."

As his eyes scanned the watery horizon, Superman saw how right his comrade was – there were three Lemurian cruisers inbound, ready to open fire. "_Everyone, back to the temple!!_" he shouted. "We have incoming!!"

Namor looked grim, his eyes narrowed as he glanced to Superman. "Your ship," he ordered. "You must summon it, quickly..!"

"No time!" Superman answered. "They're already going to..!"

He got no further, as the vessels opened fire with six torpedoes – two from each ship – that screamed in at them through the water; in a matter of seconds, they would reach the temple..!

Thinking quickly, Superman deeply inhaled, before he lowered his nano-suit's visor, and unleashed a blast of frigid air into the water, super-chilling the Antarctic currents even _further_ below freezing, creating a wall of ice over five meters thick between his comrades and the torpedoes. Seconds later, the weapons impacted the ice, creating nothing more than a faint shockwave through the ice.

As the ice held, Leviathan breathed a sigh of relief. "Glad _that's_ over…"

"Don't be a fool, boy," Namor said sternly. "Noram isn't going to give up so easily; not when the Temple of Neptune is within his grasp."

Superman turned towards Namor, raising his suit's visor. "You _know_ something," he accused. "Okay, Namor, we're _through_ swimming in the dark on this; what's he _after?_"

Namor never had a chance to reply, as several more torpedoes impacted the ice, thinning it, before a familiar humanoid shape crashed through, shattering it. "Hello, Father."

Namor's eyes narrowed. "Do _not_ call me that, foul creature..!"

Noram frowned. "Aren't you happy to see me?" he asked archly. "After you came all this way, I had thought we could reconcile." He smirked. "And I see you brought your space-born lapdog into this; that certainly saves me some trouble." He sighed. "Now, if he'd only brought that lovely creature with him, things would have been perfect…"

Superman ignored the shot. "I suggest you turn around and go home, right now, Noram," he warned, "because whatever it is you're up to..!"

"I do _not_ recall giving you permission to speak, _filth,_" Noram sneered. "If I'd wanted to play, I'd have _drenched_ your little school, _months_ ago." His dark smile returned. "I am merely here to claim what is _mine_, and there is _nothing_ you can do about it."

And he punctuated that sentence by unleashing a bioelectric surge from his body; the current easily conducted through the brine, shocking each of them into paralysis, allowing Noram to swim by, unopposed. Superman was the first to recover, and was about to chase after him, but his hearing quickly picked up the echo of another salvo being launched from the three Cruisers. Turning, Superman unleashed his eye-rays, keeping the beams as narrow as possible, minimizing the refractive effect of the water, as he swept his gaze across the torpedoes' path, incinerating every single projectile.

By then, the others had recovered. "Ugh…okay, I'm confused," Leviathan muttered. "Why didn't Sea-Psycho just finish us when he had the chance?"

"Because we were never his target, fool," Namor spat. "His _real_ prize lies in the Temple of Neptune; we _must_ stop him..!"

But it was too late; with a triumphant laugh, Noram emerged from the temple, brandishing an impressive golden trident in his hand. Before anyone could react, Noram pulled his new weapon back, and _swung_, unleashing a massive rip-tide that blew all five of them away, sending them further out to sea.

The rip-tide released them several miles away from Cerdia's ruins, which only worsened Namor's mood. "Hades _take_ it all!!" he cursed. "With that trident in his hands..!"

"Uh…are we missing something?" Leviathan asked. "I'm not guessing that's a run-of-the-mill trident you're freaking out over, right?"

Namorita seemed just as upset as her cousin. "Ron, you don't understand!" she cried. "With that trident, the entire underwater _world_ is at risk, now!"

Superman's expression turned grim as his hearing picked up a nearby alert. "Explanations are going to have to come later; Noram's going after the others. We're only a few miles away, so we should be able to make it."

Namor nodded. "Hopefully, we still have time to reclaim the trident before that creature can cause any damage." With that, he swam off, as the others quickly followed, hoping that they weren't too late…

XXXXXXXX

_A few minutes earlier_

"Damn. Shoulda _known_ things were gonna get hairy with Fishy around…"

Wolverine's statement was nothing less than tragically accurate; mere minutes after Namor and the others had departed, the research vessel was promptly set upon by a Lemurian twelve-man squad, equipped with rebreathers and spear-guns. Ducking under several spears, Wolverine sliced apart the weapon of one attacker, before shredding the tube of his rebreather and sending him fleeing back to the sea. "I'm gonna need a beer after this one…"

A feminine laugh answered his comment, before a telekinetic surge sent two more Lemurians flying off the deck. "I'll be sure to take you up on that!" Madelyn exclaimed, sending a third Lemurian flying with another TK-pulse.

"If you two are _through_ flirting with each other," Ro'Karon groused, "I suggest you _return_ your focus to the battle at hand!" He punctuated that sentence by swinging his war-trident, slamming one Lemurian with the handle, knocking him well over the edge of the ship. Spinning the tri-pronged end ahead of him, Ro'Karon stabbed forward, catching the spear-gun of a second between the three points, before twisting the trident, spinning the gun out of the trooper's hands, and then tackling directly into him; the sheer momentum of Ro'Karon's charge knocked the unfortunate Lemurian into another of his comrades, sending them both teetering close to the edge. Frantically, they tried to regain their balance, but several bomb-bursts from Boom-Boom knocked them over.

Spotting three Lemurians closing on the fleeing crewmen, Colossus sprinted towards them, and rolled low, turning himself into a living metal bowling ball; bowling over two of them, he grabbed the second as he fell, before spinning him around and lobbing him at the third, knocking them both out. As he started to turn, he was immediately set upon by another three Lemurians that jumped him from behind; grabbing hold of one, Colossus managed to toss him off of him, but before he could try to shake off the other two, they were instantly yanked away by an arcane force, as Siryn pulled them away, to dump them ingloriously into the water.

Colossus never got the chance to thank her, as he happened to hear a distress-call on his earpiece. "Anita!" he cried. "The Lemurians are attacking the other vessel..!"

Siryn reacted instantly. "Kara! Garth!" she called out. "We need to get to the other vessel; Kara, can you fly us there?"

Kara looked stricken. "No; I _still_ can't fly..!"

"Well, can you _jump?_"

Kara thought for a moment…and then smiled, taking hold of Siryn and Garth by their forearms. "_Hang on!_" With that, she started to crouch, her legs bending…

…and then simply _exploding_ into a leap, carrying the three of them over a hundred feet into the air, sailing over the frigid Antarctic waters towards the second vessel. Looking down, Siryn cringed; it was going to be close..!

Kara's leap slammed them into the ship's deck with enough force to send the entire vessel rocking, bouncing the six Lemurian troopers into the air; thankfully, Kara's legs hit first, absorbing the impact. As her dazed comrades staggered a few steps away, Kara smiled sheepishly. "I guess I still need to work on my landings…"

Recovering, Siryn saw they didn't have time to waste; inhaling deeply, she unleashed a sonic scream, blasting two troopers clear off the deck. As the remaining four charged them, Kara took a breath of her own, and let loose with a burst of frigid air, freezing the deck solid, causing them to slip and slide, ruining their attack. With a laugh of triumph, Kara grabbed hold of Garth's forearm, and darted forward, sliding across the ice towards her foes; slamming into one with a punch, she pushed off to deck a second, before whirling Garth into a spin, sending him flying towards the last two. At first, Garth was completely off-balance, but was able to recover in time to knock out the last two with a midair kick-punch combo.

With the vessel secure, Siryn had time to frown at Kara. "That was reckless."

Kara wilted. "Sorry." She turned towards Garth. "You okay?"

A dazed Garth walked back towards them. "I am fine," he answered. "Just…_please_ don't do that, again."

Sighing, Siryn was about to switch on her communicator, to signal the others…when the ship suddenly rocked. "What on Earth..?"

Kara quickly raised her hands. "It wasn't me, honest!"

Garth looked grim. "That came from _below…_" he murmured. "It felt like a shift in the tides, but I know of no way to..!"

He was cut off, as something shot out of the seas, to hover above the water a few feet away – Noram, smiling triumphantly, brandishing a magnificent trident. "You all have ceased to be amusing," he sneered. "I shall be taking my leave, now, but don't fret; consider _this_ a token of Lemuria's esteem!" With that, he raised his new weapon, and brought it down, before turning and flying away…as a massive tidal wave welled up out of nowhere, towering over both ships, growing higher and higher as it closed on them..!

Kara gulped. "Uh-oh," she murmured. "This is _not good..!_"

The wave was only meters away when a silver blur shot out of the water, darting towards the wave before stopping dead ahead of it; scanning the wave with his vision, Superman dropped his visor, inhaling, and then unleashing a massive burst of frost-breath, turning the wave into a massive _iceberg_, stopping it in its tracks.

With the wave neutralized, Superman touched down on the deck, deactivating his nano-suit, while Namor, his two cousins, and Leviathan leapt onto the deck after him. "Excellent timing," Siryn commented, "but I wasn't aware that he could summon a wave _that_ massive."

"Last we checked, he _couldn't,_" Superman answered, before turning to Namor. "I'm pretty sure that trident he swiped had something to do with it…and I'm _also_ sure that you know something about it."

Namor frowned gravely. "It is why we had to reach Cerdia's ruins so quickly," he admitted. "Once I realized Noram was heading to the wreckage of the Temple of Neptune, I knew he was going after the Trident of Neptune."

Namorita and Garth went pale. "It…it _exists?!_" Namorita cried.

"As sure as Atlantis does," Aquaman answered.

"I am confused," Colossus said. "This Trident, it is no ordinary weapon, yes?"

"Correct," Namor replied. "If the legend can be believed – and we all can now say that it can be – the Trident once belonged to Neptune himself; in the ancient days of old Atlantis, it was given to the old Royal Family, as proof of their right to rule. Even now, it is an unmistakable symbol of Neptune's favour; any man, woman, or child bearing it can claim the right to the throne of Atlantis."

"And now Noram has it," Garth murmured.

"That still doesn't explain how Noram made a wave that size," Superman said. "His powers couldn't have gotten stronger on their own…"

"No, they could not have," Namor agreed. "The Trident itself was also a focus for Neptune's power over the seas, so much so that a good deal of its master's own power seeped into it."

Siryn gulped. "And since Noram is already a hydrokinetic…"

Namor nodded grimly. "Precisely."

Superman's eyes narrowed. "And you couldn't have told us about this before?"

Namor glared back. "Had you simply brought your vessel to neutralize Noram's naval force, I would not have _needed_ to; he would have been repulsed and the Trident safely in Atlantis' vault, where it could do no harm."

"My people's technology is _not_ something to be used lightly, Namor."

"Nor is Atlantis' fate," Namor shot back. "I only hope that we are not all doomed from this hesitation."

Sensing an argument, Aquaman quickly spoke up. "Hey, if anybody's curious, the Watchtower is tracking Noram; it looks like he's headed state-side; Congress to be specific."

Kara's eyes went wide. "Why would he be heading _there??_"

"Likely to make a first-strike against the country," Siryn hazarded. "And with that Trident, Fury would be hard-pressed to stop him."

Superman's eyes were hard. "Not if we get there first."

Aquaman was about to agree, but his cousin cut him off. "Arthur, we must return to Atlantis," he insisted. "Now that Noram has the Trident, his forces could attack at any moment; we must prepare for the worst."

Aquaman frowned, both at the news, and his cousin's deception. "I don't see why you need me; Krang could be of more help, if you didn't have him spying on the Fortress."

Namor's eyes went wide with surprise. "What?"

Aquaman arched an eyebrow. "This morning, we found Krang and some of his people at the Fortress, trying to find a way in," he said carefully. "He said he had your approval…"

Namor's eyes narrowed. "I instructed Krang merely to monitor Kal-El's movements to and from the Pole," he replied, "but that did _not_ include actively attempting to intrude upon the outpost."

Now it was Namorita's turn to frown. "So he lied."

Namor nodded. "This is something else that we must sort out upon returning to Atlantis."

Aquaman was about to argue, but Superman stopped him. "It's okay, Arty," he assured him. "If Noram's going to wage war on two fronts, your people will need you in Atlantis; the rest of us will handle Noram above water."

Aquaman looked stricken, but he nodded. "Okay," he agreed. "Good luck."

"You, too." With that, Namor, his cousins, and Garth dove back into the water, while Superman took to the air, chasing after Noram, while his comrades signalled the others in the Blackbird and the Javelin, to come and pick them up so they could follow him.

If Noram _was_ going to attack, they would have to be ready.

XXXXXXXX

_U.S. Congress, Washington, D.C._

Within minutes, Superman had crossed the Antarctic Ocean, passing over the Atlantic, before the green of the North American continent replaced the blue of water, but he had no time to enjoy the scenery; reaching Washington, he quickly dropped altitude, darting into the Congress building, ready for a fight…

…but it never came; as he burst into the Senate's chamber, expecting to see Noram holding the Senate at spear-point, was surprised to see him simply standing there, the Trident of Neptune resting loosely in his hand, as though he were simply speaking to them. Seeing him dart in, Noram arched an eyebrow. "Were you looking for something?"

Superman managed to find his voice. "What…what is going on here?"

An angry Senator Kelly quickly piped up. "That's what _we'd_ like to know!"

Noram's expression remained unnaturally tranquil. "I suppose I should apologize for the interruption," he said off-handedly, "but I'm afraid it couldn't be helped; I understand that your country presently holds a treaty with Atlantis?"

It was Senator Martin that spoke next. "Well, yes…but I don't see what that has to do with…"

"It has _everything_ to do with this, surface-dweller; I came here to tell you that Atlantis' government is about to change." He smiled knowingly. "I am Noram, sovereign King of Lemuria, and sole heir of Atlantis' King, Namor, and I intend to relieve my dear father of his duties, this day…_without_ any interference from your kind."

"Even if what you say is true," Senator Martin reasoned, "you can't just expect us to stand by and watch you invade Atlantis…"

"Were I a foreign invader, perhaps not," Noram conceded. "But this is an Atlantean _internal affair,_ surface-dweller. This Trident I carry is _proof_ of my succession; once it becomes public knowledge, my countrymen will all but _open_ the doors for me." He chuckled darkly. "And should you _still_ pursue such a stupid action, there is the mutual defence pact between Lemuria and Latveria to consider; I'm sure you'll have a copy of it within the next few hours."

He shrugged. "But I am not unreasonable," he finished. "Once my throne is secured, I could be persuaded to re-examine the treaty you had with my father; perhaps we could come to a _more_ favourable agreement." He turned to go. "I suggest you decide for yourselves; for now, I am finished here."

Superman looked to the assembled Senators with horrified dismay. "Senators…surely you aren't going to _listen_ to..?"

Senator Kelly scowled. "We are _not_ going to war with Atlantis, Lemuria, _and_ Latveria, Kryptonian," he snapped. "Not for _you._"

"Robert," Senator Martin gently admonished. As he looked towards Superman, his expression turned grim. "I'm sorry, Superman, but I'm afraid that Senator Kelly is right; if this 'Noram' is telling the truth, there's not much we can do. Our resources are stretched far enough as it is; a war on an _additional_ three fronts would be too much."

Superman's face fell at that. "I see," he said softly. "Thank you for your time." With that, he turned, and walked out.

By the time Superman emerged from the Congress Building, the others were already waiting for him. Wolverine looked more surly than normal as he saw Superman's face. "Went bad, didn't it?"

Superman nodded. "Noram's more-or-less spooked the Senate into inaction," he muttered. "He's claiming that this is an Atlantean internal affair, and that if the U.S. government intervenes, he can call on Latveria for aid."

Siryn's eyes went wide. "W-What?!" she cried. "That…that's absurd! My father would never side with the likes of Noram; c-certainly not without _telling_ me..!"

Boom-Boom arched an eyebrow. "Putting a strangehold on the States?" he said dryly. "Sounds a lot like old Tin-Butt to me, Princess."

Madelyn looked grave. "I'll try and get in touch with General Fury," she said. "There must be _something_ he can do…"

"He can do _nothing_, surface-dweller."

Superman's eyes narrowed as he turned to see Noram touching down behind him. "What are you playing at, Noram?"

"I am 'playing at' nothing, filth," Noram sneered. "I intend to do precisely what I said: claim Atlantis and all her territory." He smiled darkly. "And I do mean _all_ her territory."

Superman understood perfectly. "You plan to attack the Fortress."

"As I told my father the first time we met, if he is so foolish as to let such power go unclaimed, I will _happily_ take his place," Noram answered. "Now that I have the Trident, you will either surrender it to me, or I shall muster the Seven Seas _themselves_ and _bury_ it."

Kara snorted. "Good luck with that, you psychotic water-breather; if the galactic Kree and Skrull _Empires_ couldn't overcome our technology, you've got _no_ chance."

Noram shrugged. "Perhaps not at first, but if I am forced to throw the very seas at the outpost, the waves I summon will undoubtedly strike _other_ targets after impacting it…such as your New York, for example."

His eyes narrowed. "You were a _fool_ to cross me, Kryptonian _scum,_" he spat. "And now, you will _pay_ for your defiance."

Superman turned away from him. "We'll see."

"Indeed we will!" Noram laughed. "We see quite a _bit_, filth…such as how that lovely creature hasn't been seen with you for nearly a month, if my sources are to be believed!" His sneer returned in full force. "So, she _finally_ tired of you, hm?"

Superman stopped.

Noram just kept right on going. "I cannot say I am surprised," he mocked. "After all, I knew it was but a matter of time before the girl came to her senses; why in the world _would_ she bother with a _commoner_ when a demi-god _king_ has shown interest..?"

Superman looked back over his shoulder. "Then why _hasn't_ she come to you, Noram?"

Noram stopped at that, his sneer faltering.

That expression was all Superman needed. "Even if I _didn't_ already know this, Noram, that look was all but a _confession,_" he shot back. "I may not know where she is, but I know where she _isn't_; she hasn't so much as come within a thousand _miles_ of you." He arched an eyebrow. "I wonder why."

Noram snarled.

Boom-Boom chuckled. "Like you're surprised, Fishy; for us girls, seeing a prospective suitor get seventy-seven kinds of _snot_ beaten out of him tends to be a _big_ turn-off," she quipped. "I bet you're not even on Ali's _radar._"

Noram was _beyond_ livid, at that. "_You_ – _all_ of you," he growled, "will _suffer_ for this…and so will my fool of a father, _and_ his wretched kin!" With that, he took to the sky, flying off.

Kara's eyes narrowed. "Can't we _do_ something?"

"Sorry, Flygirl," Wolverine muttered. "Fishy Junior's in the same category as Doom; as far as the law says, he's untouchable."

Kara frowned, folding her arms. "This is one _seriously_ messed-up planet."

"Amen to _that_, Kara," Leviathan agreed.

Superman's expression was grave, as he switched on his communicator; Noram's last words had chilled him. "Boy Scout calling Eye in the Sky," he said. "I need an update on Arthur's status, J'onn; can you reach him?"

"_I'm sorry, Kal,_" came the Manhunter's reply, "_but Aquaman must be in Atlantis; I am having trouble contacting…wait!_"

Superman felt his guts clench. "What's wrong?"

"_I'm receiving an emergency transmission from Aquaman; Atlantis is under attack!_"

Superman grimaced. "Contact Arthur; tell him we're on our way!" he replied. "I'll call when we know more; Boy Scout out!"

Siryn saw his expression. "Something's wrong, isn't there?"

Superman was already in motion. "Get to the Blackbird and the Javelin," he instructed. "Head to the Pole as soon as you can; I'll signal the _Argo_ and head to Atlantis." His next words chilled them all.

"Noram's making his move _now._"

XXXXXXXX

_Atlantis, a few minutes earlier_

To say that the Imperial Palace of Atlantis was in turmoil would have been a gross understatement; officials and officers of all ranks buzzed through the halls, trying to get control of the situation, to keep a panic from breaking out among the citizenry.

The revelation that the legendary Trident of Neptune had been _found_ – by the mad king of Lemuria, no less – had shaken the people of Atlantis quite severely.

In the Palace's War Room, Aquaman cast a worried gaze upon his cousin, as he, Namor, Garth, and Namorita, along with Ro'Karon, pored over the latest reports from both the city itself, and its surrounding territories. "I've just received word, Sire," Ro'Karon said gravely. "Our advance scouts have spotted Lemurian warships within our borders, closing fast; the Fleet is moving to engage them…but it is as if the very tides are moving against us, slowing our movements…"

Namor grimaced. "…which, of course, they _are_, now that that abominable creature possesses the Trident."

Ro'Karon nodded. "We were able to sink one of their cruisers, but the tidal shift allowed them to inflict heavy damage on three of ours," he answered. "However, our scouts managed to retrieve this file from the sunken cruiser's logs." He handed one data-pad to Namor.

Taking the data-pad, Namor glanced over it…and paled. "You…you are _certain_ of this?"

"Unfortunately so, my liege."

Namorita blinked. "What is it?" Namor did not answer, he simply handed the pad to his cousins and ward. Namorita's eyes immediately widened. "Merciful _Neptune..!_"

Garth couldn't disagree with her. "He's…he's _insane!_"

Aquaman turned to Namor. "Can we withstand an attack from any of these?"

Namor looked grim. "The new vessels are designed for use against surface targets; Noram would not deploy them against Atlantis directly," he answered. "As for the Antarctic facility, if he calls for an attack…Atlantis' anti-missile defences should have some effect, but there is no way to guarantee success."

Ro'Karon nodded. "We have never faced such a threat, before now; there is no way to tell how well our defences will hold against a foe on equal footing with us."

Namor was about to make another inquiry of his General, when the door to the War Room opened, as Lady Dorma walked through. "Forgive the interruption, my King, but I thought you would want to hear the latest report on the level of unrest in Atlantis."

Namor nodded. "You thought correctly, my Lady," he answered. "How are our countrymen handling this crisis?"

Dorma's lovely face turned stricken. "Our people are very confused, Sire; they are torn between their loyalty to you and their faith in Neptune and his symbol of succession. They simply do not know what to believe," she reported. "The Senate is split down the middle; half of them support you, while the other half – the half incensed by the Fleet's crushing defeat at our attempt to take the Pole, last year – feel that…that you are no longer effective as our leader…"

Aquaman grimaced at the sentiment about his cousin, but Namor nodded grimly; he'd clearly been expecting as much. "And what of yourself, my Lady?" he asked quietly. "Where do you stand?"

Dorma's eyes narrowed crossly, as her hands went to her hips – a gesture that made it clear she thought him an _idiot_. "I would think that my King has more respect for my common sense than to ask such an _absurd_ question!" she snapped. "Symbols do _not_ make kings, and anyone with a _brain_ can see that Noram is nothing but a psychotic _tyrant!_"

Namor chuckled at the sheer fire of Dorma's words. "I suppose I should know better," he conceded. "What of our military? Will they stand with us?"

"I…I honestly cannot say, my Lord," Dorma confessed. "The vast majority of our forces are undecided; at least a quarter of the Fleet is unquestionably loyal to you…but a third of it is considering backing Noram…"

With a cry of dismay, Namor's fists pounded against the table, his face twisted in anguish. "_Immortal Neptune, have you no mercy?!_"

Namor's outburst startled them all; it was Ro'Karon who spoke next. "Ladyship," he said gently, "might we speak with His Majesty in private, for a moment?"

Dorma's saddened eyes remained on her King, but she nodded. "Of…of course."

As Dorma excused herself, Ro'Karon turned to Namor. "I hope my King will forgive my impetinence," he said, "but I would think this a time to let _cooler_ heads prevail…"

Namor's sigh spoke of nothing but pain. "Old teacher, how can _any_ of us remain calm when…when it seems as though Neptune has all but _abandoned_ us?"

Ro'Karon's expression saddened for a moment…before it turned hard. "Forgive me, Sire, but it is the _teacher_ that speaks now," he replied. "If _this_ is your response to what we now face, then I suggest you hand Atlantis over to Lemuria and be _done_ with it!"

Those words from his staunchest supporter shocked Namor to utter _silence._

"Where _is_ Atlantis' King?" Ro'Karon continued. "_I _see no king; all _I_ see is a foolish little minnow who seems to have forgotten almost _everything_ he has been taught!"

Namorita was dismayed at the harsh rebuke. "General..!"

"Are you too so easily blinded by a symbol?" Ro'Karon scolded. "Do you think that abominable creature is suddenly more worthy of Neptune's favour, simply because he blundered into finding some mere _trinket?_ By Olympus, I had _thought_ a pupil of mine would _know_ better!"

For several seconds, Namor was frozen between anger and incredulity…until he remembered his boyhood years, raised by his mother and aunt as the sole heir to the throne, trained in the arts of diplomacy and war by the finest tutors in Atlantis, confident that none of his teachers would dare to ever strike him…until Ro'Karon.

By the time he'd sparred with the Fleet's most fearsome Commander, he'd been _over_confident, and lax in his defence; the moment his guard had faltered, the blunt end of Ro'Karon's staff smashed into his gut, sending him flying across the sparring ring. An angry Namor had been about to order him beaten, but Ro'Karon was faster, and unleashed a tongue-lashing that Namor had never so much as conceived of, berating him for being so careless, asking if he expected his enemies to be any more merciful than him, and making it clear that, as long as he was Namor's teacher, if it took a good few hits to get his point across, then by Neptune's own beard, he'd _do_ so.

Ro'Karon had taught Namor a lesson, that day…and apparently, he'd done so, again.

Recomposing himself, Namor managed a grim chuckle. "One _would_ think a king knows better," he answered. "My thanks, old friend…but if you _ever_ speak to me in such a manner again, I will not be pleased."

Ro'Karon laughed. "My liege, I would expect nothing less."

Breathing a relieved sigh at his cousin's recovery, Aquaman was about to suggest they contact the League, but he was interrupted, as a frazzled Lady Dorma hurried back into the War Room. "My King, we have a problem!"

Namor sighed. "That seems to be the norm today, my Lady."

Dorma shook her head. "_No,_ Sire! You don't understand..!"

She was cut off as the War Room doors swung open, allowing General Krang to march in…accompanied by a dozen armed troopers. Aquaman saw his cousin swallow; the entrance had unnerved him, but he refused to show it. "Ah, General, I was about to send for you; we require the status of the ships under your command."

Krang did not speak or move; he merely held a contemptuous glare on Namor.

Namor arched a cross eyebrow. "Are you suddenly deaf, Krang? I gave you your orders, now _obey_ them."

Krang smirked. "Forgive me, 'Sire,'" he spat, "but we are _finished_ taking orders from a weak, _ineffective_ ruler as yourself."

Snarling, Ro'Karon drew his trident in an instant. "Speak that way again, _whelp_, and there won't be enough left of you for _shark-bait!!_" he roared. "If you wish to _live_ another minute, you will _beg_ His Majesty's forgiveness, and then _do_ as you were ordered..!"

"You are in no position to threaten, you old fool," Krang sneered. "King Noram will be upon Atlantis' door before the day is out; one way or another, Namor's rule is finished, and my men and I will not die for this weakling, any longer."

Namor's tone was one of barely-controlled _fury._ "If you truly mean those treasonous words, Krang, then you had best kill me _now,_" he snarled, "for when this is over..!"

"'Treason,' Namor? Against what?" Krang spat. "Against a half-breed brat who allowed us to come under attack from surface-dwellers, sixty years ago? Who _allowed_ our existence to become common knowledge among them years later, and even broke _treaties_ with them? Who allowed our Fleet to be _humiliated_ upon our own territory, not even a year ago?!" His eyes narrowed. "I am only the first to _say_ what many of us are _thinking!_"

Aquaman scowled. "So that's the reason, Krang?" he snapped. "Just because you got whupped, a year ago, you're siding with Noram?"

"I am siding with a ruler who will make Atlantis _strong_, again," Krang shot back. "The choice is yours, Namor: surrender peacefully, or suffer the consequences."

Namor discreetly moved his hands behind his back, before he motioned to his cousins, indicating his plan; Arthur and Namorita understood immediately, and kept loose, ready to move. After several seconds, Namor glared at his former general. "Two words, traitor," he snarled.

"_Imperious…__**REX!!**_"

The very second Namor's battle-cry left his lips, the King of Atlantis flipped the table up between himself and Krang's men, blocking their fire. At the same time, Ro'Karon charged straight at Krang's force, turning his trident into a clothesline, sending more than half of them flying, buying enough time for Namor and Aquaman to push the table towards the rest of their assailants, forcing them out of the War Room, and barricading the door.

By then, Namorita had rushed for a nearby wall-lamp, twisting it down and opening the hidden entrance to the Palace's secret network of tunnels. As she and Garth escorted Lady Dorma into the tunnels, Ro'Karon quickly took Namor and Arthur's place at the door. "Go, my liege!" he shouted. "Head to the vehicle-bay; save yourselves!"

"We will _not_ leave you here, General!" Namor retorted. "You're coming with us, and that is an _order..!_"

"There's another passage that leads to the main barracks; Krang likely does not know of it!" Ro'Karon answered. "My men are there, and I know their character; they are loyal to you, but they'll be useless if Krang arrests them before I get to them! With their help, I can rally the rest of your supporters to you…but _only_ if you and your family remain free! _Please_, Sire, _GO!!_" Namor grimaced at first, but he reluctantly nodded, before he and his cousin sprinted into the tunnel.

Within a matter of minutes, they had reached the Palace's vehicle-bay, and quickly made for one of the small shuttles. "What will we do, now?!" Dorma cried. "Where can we go..?"

"We can head for the Fortress," Aquaman suggested. "With any luck, Kal should already be there..!"

A volley of laser-fire cut off the rest of his suggestion, fprcing them to take cover behind several loading crates, as another platoon, with Krang in the lead, charging straight at them. "Don't let them escape!" Krang roared, drawing his service-saber. "We _cannot_ let them get away!!"

Spotting a strapped-down pile of industrial piping, Aquaman kicked the securing strap loose, sending the heavy pipes rolling towards Krang's men, bowling them over. "That isn't going to hold them for long! We have to go, _now!!_"

Namor was already ahead of him; while the others hurried into the nearest shuttle, Namor darted to the service-panel on its side, and began uncoupling the last refueling line from the ship. In just another minute, he would have it loose…

Snarling with fury, Krang managed to push free of the mess of pipes, and ran straight at Namor, his blade raised for a kill-strike; there was no way Namor could get clear in time..!

Arthur was already in a sprint, dashing for his cousin, reaching him seconds before Krang did. With the strength of desperation, Arthur pushed his cousin clear, but Krang was already in mid-leap, about to bring down his blade; by sheer reflex, he raised his left arm…

…and then, he knew no more.

XXXXXXXX

By the time he'd met up with the _Argo_, Superman was halfway across the Atlantic Ocean; after boarding the Speeder through the teleporter beam, Superman flew it straight into the water, heading for Atlantis as fast as the _Argo's_ ion-drive would push it. In a matter of minutes, he'd reached Atlantis; as he'd feared, the Imperial Palace was under blockade…but it was by _Atlantean_ warships, not Lemurian.

Noram must have had an inside man.

Grimacing, Superman engaged the Speeder's comms. "Attention, King Namor; this is _Argo_; are you there?"

At first, there was no response…until the Speeder detected a garbled signal coming off its port-side; doing a sensor-sweep, Superman identified it as an Atlantean shuttle flitting out of the Palace's bay…with numerous Cruisers opening fire on it. As explosions rocked the tiny craft, Superman adjusted his ship's sensors, cleaning up the signal…and found what he was looking for. "_K-Kal?! Kal, is that you?!_"

"It's me, Princess," Superman answered. "Are your cousins with you? Did everyone get out okay?"

"_Y-Yes, we're all here…_" Namorita stammered, "_…but…A-Arthur's hurt, r-really bad! H-He's bleeding, and we can't stop it..!_"

Superman grimaced as he plugged in an intercept course. "Just hang on!" he called back. "I'll have you all out of there, in no time!" Bringing up the _Argo's_ weapons, Superman targeted the two lead Cruisers harrassing the shuttle, and let fly with two Trans-Phase Laser blasts; as the twin green beams passed through the ship's hulls to incinerate their engines, the Speeder shot by the shuttle, sweeping its teleporter beam over it, depositing its occupants inside.

After setting course for the surface, Superman turned around in his seat…and froze as he saw Namor, Garth, Namorita, and Lady Dorma, who had managed to don a rebreather, huddled around Arthur…who was clutching a bloodied stump where his left hand had been, as red blood spurted from it, staining the immaculately white crystal of the cockpit.

Turning towards him, Namor's face was a mixture of anger and anguish. "_For Neptune's sake, boy, DO SOMETHING!!_"

Superman was instantly in motion. "_Argo_, set course for the Fortress; _Maximum Burn!!_" he shouted, as he knelt by his friend, tearing a strip from his cape and looping it around Arthur's forearm, pulling it into a tight tourniquet. The tourniquet slowed the bleeding, but not by _nearly_ enough. "Arty," Superman whispered, checking his friend's pulse. "Arty, can you hear me?"

Arthur was terribly pale, his breathing shallow, his eyes half-closed, and his heartbeat erratic; he was deeply in shock, made more obvious by his dazed reply. "Smallville..?"

Namorita was stricken. "W-What do we do..?!"

Looking to Arthur's bloodied stump, Superman hated himself for thinking it, but there seemed to be no other choice; Arthur was losing too much blood. "I…I have to cauterize the wound," he said softly. "If I don't, he could bleed out…"

Namor's face twisted in anguish, but he nodded. "Namorita, Garth," he ordered, "help me hold him." Slowly, Namorita took hold of Arthur's left shoulder, while Garth held both shoulders from behind him. Grasping his cousin's right shoulder, Namor took hold of his good hand, before nodding to Superman. "Do it."

Superman nodded, as he took hold of Arthur's left forearm. "Brace yourself, Arty," he warned, "because this will _hurt._"

Arthur managed to regain enough lucidity to nod. "Go for it, Smallville," he gasped.

That was all Superman needed; tiny pinpricks of red light appeared in his pupils as he focused his telescopic vision on the damaged end of the arm, sweeping his scalpal-thin eye-ray over the wound, searing the severed arteries shut, stopping the bleeding, while trying desperately to ignore his friend's howls of agony.

**_"AAAAAAAAAARRRRRRGGGGGGHHHHHH!!!!!"_**

Arthur's back arched completely as Superman worked, forcing his cousins to push down hard, keeping him as still as they possibly could. Finally, after several long seconds, Superman was finished; Arthur sagged back, gasping for air, his stump now horribly blackened and charred, but no more blood was escaping from it. "Is…is it done?" Dorma asked. "Is he alright?"

Superman grimaced. "No; he's still in shock," he answered. "We should be able to treat him at the Fortress, but he could slip into a coma on the way there; we have to stabilize him…" His voice trailed off as an idea came to him. "_Argo:_ Command Interface!" At his order, a holographic menu instantly appeared in front of him. Selecting the Emergency Teleporter, Superman quickly typed several commands, and then entered them; at once, the teleporter beam swept over Arthur, taking him away.

By pure reflex, Namor was irate. "Boy, what did you do..?!"

"I looped him into a self-cycling teleporter diagnostic," Superman answered. "By instructing the system to initiate diagnostics right after scanning Arthur, I can keep him in stasis until we can get him to the Fortress' infirmary."

Garth started to relax at that. "Clever."

With the crisis temporarily averted, Superman stood up. "What happened, Your Majesty?" he asked. "Why were your ships shooting at you..?"

Namor scowled. "Those vessels," he growled, "were under the command of the traitorous General Krang; he has sided with Noram against us."

Superman's eyes closed grimly. "Then he's taken the city?"

"Yes, but hopefully not before General Ro'Karon managed to reach the forces still loyal to us," Namorita said. "The plan was for us to escape while the General rallies them to us."

Namor nodded, his composure starting to return. "Once we reach your outpost, I will require your communicator; I must contact the General."

"Of course."

Garth still looked grave. "With respect, Sire, will these reinforcements be enough to stop Lemuria's new armaments?"

Superman arched an eyebrow. "Come again?"

Namor sighed gravely. "I am afraid it is true," he said. "Data we retrieved from several Lemurian ships indicate that Noram has constructed two _Orca_-Class Wave-Projector-Destroyers; we discovered the schematics for building them in Atlantis' archives, but we never saw the need for them. They are used to assault hardened land-based targets; essentially, a single one can summon massive tidal-waves that smash into the target until it is destroyed."

Superman grimaced. "Swell."

"Indeed," Namor said, "for the data _also_ indicates that the abomination has constructed a facility upon the South Pole, from which he intends to launch a wave of nuclear missiles, should the _Orcas_ fail." He arched an eyebrow. "I assume your outpost can survive such an assault..?"

"The Fortress' shield was designed to repel a full-scale orbital bombardment for several _years_, Your Majesty; it can take whatever Noram throws at it," Superman answered. "The _problem_ is that those tidal-waves will inflict serious collateral damage, and if Noram gets off a shot with those missiles, they'll melt the polar ice and flood over half the planet."

Namor scowled. "Likely his plan from the beginning, no doubt."

Dorma looked stricken. "How…how can we fight him, when he has access to such power..?"

Superman's eyes narrowed. "He's not the _only_ one who has access to powerful weapons, Milady," he promised, taking his seat at the Speeder's controls, guiding it up out of the water, heading towards the Pole, trying to keep his fury in check.

Noram and Krang had gone _too_ far; if Lemuria's insane ruler wanted to take the Fortress, he'd make sure he'd have the devil's own time _getting_ it.

Those thoughts did nothing to help Superman's mood as a plan started to form in his head; he hated himself for thinking of parts of it, but at this point, there didn't seem to be any other choice…

XXXXXXXX

_North Pole_

"_I'm sorry, Agent Pryor, but I'm afraid S.H.I.E.L.D.'s hands are tied in this matter; if we get involved in an Atlantean internal affair, it's going to turn into a gigantic clusterfuck that this country does NOT need._"

As Wolverine piloted the Blackbird over the polar ice, taking them towards Superman's sanctuary, Madelyn managed to get through to her superiors…and almost wished she hadn't. "General, we can't just sit by!" she protested. "Once Noram conquers Atlantis, _who_ do you think he's going to go after next? You can't expect him to honour his word..!"

"_I don't, Agent Pryor,_" Nick answered. "_However, I DO trust Doom to stir up trouble if we try anything; we've just gotten hold of this defence pact, and it looks iron-clad. Our legal experts are going over it to try and find a loophole, but for now, we have to assume that Latveria will come to that clone's defence if our country makes any official moves._"

Overhearing the conversation, Boom-Boom whistled. "LeRoux's dad might be nuts, but he does his homework."

Siryn just lowered her head.

Madelyn's eyes were narrowed. "So you expect us to make an _unofficial_ move."

"_For now, yes,_" Nick replied. "_Look, Pryor, I don't like it any more than you, but that's how it is. You know how this game works._"

Madelyn sighed. "Yes, sir."

"_Good luck, Agent; Triskelion out._"

As Madelyn ended the call, Wolverine half-glanced over his shoulder. "I take it that didn't go well."

Madelyn shook her head. "Fury can't help; we're on our own."

Wolverine snorted. "And you're surprised?"

By then, the weather had worsened to the point of a white-out. Grimacing, Colossus spoke up. "Logan, should we not change course? The weather conditions are not ideal…"

"Nah; that's just Flyboy's little cabana," Wolverine answered. "We haven't radioed in, yet; it thinks we're hostile, so it's kickin' up a storm." With that, he switched on the radio. "Blackbird calling Fortress; your place is knockin' us around a bit, Flyboy. Mind tossing out the welcome mat?"

There was a momentary pause before Superman's voice came over the radio. "_I hear you, Logan; I'm deactivating the weather-defences and lowering the shield. You're clear to land. Superman out._"

Madelyn arched an eyebrow. "Well, that was a bit curt."

"You think something's up?" Leviathan asked.

Siryn nodded. "I have a feeling that Namor's extraction did not go as planned," she said. She was about to continue, but she froze as the blizzard outside cleared…revealing the crystalline stronghold in the distance, covered by a shimmering dome of translucent energy, which effortlessly parted, allowing them to fly in.

Colossus put Siryn's awe into perfect words. "My _God…_"

"I am starting to see what the fuss is about," Madelyn whispered.

Wolverine chuckled. "Yeah, this place does have that effect, the first time." With that, he guided the Blackbird down into the open vehicle-bay, as the Fortress' shield quickly closed back up behind them.

After disembarking from the Blackbird, their little group made their way deeper into the Fortress, the Kryptonian outpost's doors opening automatically for them, guiding them to where they needed to go. Within several minutes, they reached a fairly long corridor, where they were greeted by a grave-looking Garth and a tearful Namorita. Spotting Namorita, Ron's eyes went wide. "What's going on..?"

He had barely finished his inquiry when Namorita ran to him and threw her arms around his neck. "'Nita, what..?"

Her sniffles cut him off. "They…t-they hurt my cousin, Ron," Namorita whimpered. "T-They…oh, Neptune, they hurt Arty really _bad..!_"

Ron was instantly overcome with sympathy. "Oh, God…" he whispered, gently folding his arms around her. "Oh, 'Nita, I'm so _sorry…_"

Wolverine's frown grew graver. "Somebody mind telling us where Flyboy and yer cousin are?"

His expression downcast, Garth pointed to the other end of the corridor. "King Namor, Superman, and Lady Dorma are in there; I believe Superman said it was this place's infirmary…"

Wolverine didn't wait for the rest; he strode forward, through the door as it automatically slid open, to spot Superman, Namor, and Dorma all standing in front of a medical cot covered by a force-field…where Aquaman lay, unconscious, his left hand simply _gone_, the stump somehow being mended automatically.

Wolverine couldn't think of much else to say. "Damn."

Namor snorted. "Eloquent as always, Logan," he muttered, his tone a hollowed echo of its usual sarcasm.

Dorma looked quite uneasy at her surroundings. "W-What is this place doing to him?"

Walking forward, Kara took a look at Arthur through the field. "Medical nanites, right?"

Dorma blinked. "Nanites..?"

"Teeny-tiny robots," Boom-Boom supplied. "Kal's people used 'em for pretty much anything."

Superman nodded. "They're repairing most of the damaged tissue; once most of the nerves are repaired, we'll seal the open wound-tracts with sterile gel-packs until we can attach a prosthesis." He sighed. "We might have…have been able to regenerate the hand, if the joint hadn't been damaged by the heat…"

"Arthur would have bled to death otherwise," Namor said quietly. "It was a bad situation."

Wolverine arched an eyebrow. "How bad?"

Namor's eyes shut tight. "_Krang._"

Madelyn was shocked. "_General_ Krang?" she pressed. "_He_ betrayed you?"

Namorita sniffled. "H-He…he c-cut off Arthur's hand."

Namor spared one last remorseful glance at his fallen cousin, before his expression hardened as he turned to Superman. "Tell me, Kryptonian: what do you intend to do?" he asked. "Noram and the traitor Krang are likely on their way here; do you intend to simply frighten them away, as before?"

Before Superman could respond, the Fortress answered for him. "_Alert: multiple vessels inbound._"

Superman's eyes shut with regret. "Identify approach-vector and configuration."

Instantly, a console opened in the wall, projecting a holographic image of the Fortress, the polar ice, and the nearby sea…where over two dozen Lemurian Cruisers were approaching, along with two bulkier vessels. "_Vessel configuration is over 90 percent similar to hostile vessels encountered, 1 year previous; remaining two vesselsare of unknown configuration, but scan suggests similar capabilities,_" came the reply. "_Approach-vector is heading 15 degrees north-northwest; ETA 30 minutes. Bearing and communication suggest targets are hostile; initiate weather-defence and electronic countermeasures?_"

Superman's eyes narrowed. "_Negative._"

Namor was incredulous. "After what they've done, you mean to let them simply _walk_ into..?!"

"_No_, Your Majesty, I _don't_." Superman's voice was pure iron. He pointed to the two unknowns. "I'm assuming these are the _Orcas_ you told me about; are they manned?"

Namor was slightly thrown by the shift in conversation, but he shook his head. "If they are built according to the designs in our archives, no; they are operated remotely from a Cruiser – often the flagship of an attack fleet."

Superman nodded, more to himself than anyone else. With a wave of his hand, he zoomed in on the holograms of Noram's forces, moving them around. "The _Orcas_ are likely going to come in close," he said, moving the bulky vessels closer to shoreline, lining them up. "They'll be right next to each other, so they can fire one after the other, without getting in each other's way." He moved the rest of the vessels into a semi-circle behind them, but with two ships ahead of the _Orcas_. "Noram will try to break through the shield with his Cruisers, at first, since the _Orcas_ are so slow. When he can't, he'll move the rest of his ships into this formation, as close as he can behind them, so he can send volleys of fire at the shield; while they're moving into position, he'll likely send in his infantry, with himself at the head."

Namor nodded, silently approving the tactical analysis. "Most likely."

Pointing to a space behind the semi-circle, Superman illuminated several spots a fair distance away from them with his finger. "Your Majesty, I need you to contact General Ro'Karon, and instruct him to move whatever forces he has to _this_ position, over 100 nautical miles behind Noram's fleet; any closer, and they could get caught in the blast."

Namor arched an eyebrow. "Blast?"

Superman didn't answer; he simply turned to Namorita. "Princess, please tell the others what your cousin told me; if this is going to work, they'll need to be up to speed." With that, he strode off, heading further into the Fortress.

As soon as Namorita had explained the situation to them, she and the rest of the group hurried after Superman, while Namor and Dorma lingered behind, as Namor tried to hail Ro'Karon on his communicator; after a few minutes, they found Superman in the Fortress' Main Hall, standing in front of a crystal pillar, with a large crystal statue, bearing an eerie resemblance to Superman, looming over them, a sword in his closed hand. As Superman whispered something, the pillar sank into the ground, as the Fortress spoke again: "_Emergency Protocol has been initiated; locked systems now unlocked._"

Superman nodded reluctantly. "Fortress," he instructed, "synthesize one eye-mounted targeting scope, one force-field-shielded glove…and ready a Nova Javelin."

Those two words made Kara's blood run _cold._ "_A…a N-Nova Javelin?!_" she shrieked. "Kal, have you lost your _mind?!_ Do you know what Jax-Ur _did_ with those?!!"

"These aren't the same Nova Javelins used in the Age of Wars, Kara; the technology has been refined since then," Superman answered gently. "They no longer use Raonite fission-explosions; they detonate clean, and they can be better controlled, now. They even have a built-in shield-bubble, to confine the detonation to as small a space as possible."

Wolverine arched an eyebrow. "Care to fill us in?"

Superman sighed. "Nova Javelins are a class of projectile-explosive weapons used by the Kryptonian Defence Force," he explained. "The closest thing Earth has to them are thermonuclear warheads…"

"Whoa, whoa, _whoa!!_" Leviathan cried. "Kal, you can't be thinking about…about _nuking_ this guy..!"

Namorita snorted. "Why not? He _deserves_ it."

"Ron, my people _never_ launched Nova Javelins lightly," Superman answered. "They have countless safeguards, and even a reverse-polarized shield, to confine the blast to a single target, if needed. The reason Kara was startled was that a more primitive version of a Nova Javelin was used in Krypton's Age of Wars…"

Kara interrupted. "Yes, and Jax-Ur used three of them to _blow up_ Krypton's third _moon!_"

_That_ silenced everyone else. "They…they blew up a _moon?_" Garth murmured.

"I…I certainly hope you'll give us fair warning before using one," Madelyn murmured.

Tabitha gulped. "Yeah, like a _year's_ warning…"

Superman didn't laugh. "Rest assured, everyone, I will _not_ use the Nova Javelin unless Noram gives us no other choice," he said, before his tone hardened. "In any other case, I would have used the Fortress' defensive technologies – like its electronic defences, its weather-barrier, and its shield – to ward an attacker off…but they won't do enough; Noram is attacking because, in a fight of strength against strength, he thinks he can win, and he won't quit any other way." His eyes narrowed. "I intend to show him just how _wrong_ he is."

Just then, a blue-white beam shone in front of him, depositing a crystalline monocle and a red-and-blue metallic glove in front of him…along with a hand-sized, dart-like crystalline object, with a half-spherical head covering a slim shaft. As Superman affized the monocle over his right eye, and fit the glove over his right hand, Leviathan snorted. "Wait…_that_ dinky little thing is one of these 'Nova Javelins'?"

Superman said nothing; he merely took hold of it, and slid a cylindrical crystal out of its head; the second he did, the Javelin shifted, its head expanding, growing four curving-back spikes, its shaft extending, until it was almost Superman's height, its core glowing with a faint white light.

Leviathan gulped. "Okay, I take that back."

His eyes focusing on the cylindrical arming-crystal, Superman lowered the Javelin's yield to less than 10 percent of maximum, and setting the restrictor-field to auto-deploy; with that done, he re-inserted the crystal into the nose-cone, shrinking the Javelin back down, before clipping it to his belt.

Watching her cousin, Kara gulped. "Kal, I hope to Rao you know what you're doing…"

Superman's expression was grim as he secured the Javelin. "So do I, Kara," he said. "Do you think you can fly the _Argo?_"

Kara blinked. "I…I think so," she answered. "I'm pretty sure I can manage, after your lessons…"

"Good; we'll need you to fly it to the South Pole," Superman said. "Princess, Garth, Tabitha, we'll need you three to accompany her, and help her knock out Noram's nuclear arsenal." Looking up, he added, "Fortress: prepare two Atmospheric Generators for deep-water submergence, and four hand-held Program Scramblers equipped with additional Neutron Inhibitors; 'port them directly to the _Argo._"

"_Acknowledged._"

Boom-Boom chuckled nervously. "I guess that's our cue to go, huh?"

Superman nodded. "Good luck."

Kara smiled faintly. "You, too." With that, the four of them hurried to the vehicle-bay.

As the four of them left, Namor and Dorma walked in; seeing them go, Namor arched an eyebrow, frowning. "May I ask _where_ you have sent my cousin and my ward?"

Wolverine shrugged. "All part of the plan, Fishy."

Superman quickly spoke up. "Did General Ro'Karon escape safely?"

Namor nodded. "He received a few bruises doing so, but was otherwise unscathed; he reported that over a third of our total Fleet is en route; the rest is standing by to attempt to recapture Atlantis, if necessary." His expression hardened. "May I ask _why_ he must hold back to such a degree?"

Superman's gaze lowered. "Hopefully, you won't _have_ to find out," he answered. "If we're lucky, we can capture Noram before he gets into a position to use his heavy weaponry."

"How?"

Dorma's voice interrupted them. "My King, please forgive my doubts," she said, her expression stricken behind her rebreather, "but it is _one_ thing to outmaneuver Noram ship-to-ship; it is _another_ to defeat him in single combat when he bears the Trident of Neptune! How can you defeat a man who bears the weapon of a _god?!_"

Namor looked grim at that, but Superman's expression turned neutral, as he strode towards the statue. "Some of you already know this," he began, "but _my_ family – the House of El – was one of the founders of modern Krypton; my ancient ancestor, Von-El," he gestured to the statue, "along with eleven others, acted to end the Age of Wars, bringing a lasting peace to Krypton."

Siryn blinked. "That's fascinating," she said, "but what has it to do with..?"

Superman wasn't finished. "Just before the war ended, Von-El and the rest of the twelve led their armies against the warlord, Jax-Ur," he continued. "Von-El himself faced Jax-Ur in combat, and defeated him, cutting out his eye." Reaching the statue's base, he tapped it, causing it to open its hand, freeing the blade it held. "He was able to do so with the sword he had forged, which had a monomolecular edge, and a monomolecular lash, both capable of _injuring_ my people, even when powered by a yellow sun." Floating up, he took hold of the sword, fitting it to his belt, before descending. "How can we defeat a man with the weapon of a god?"

His tone turned fierce. "With a weapon designed to _slay_ gods."

Namor's expression remained neutral for a few seconds…before he smiled dryly. "Perhaps this plan _will_ work, after all."

"Okay," Leviathan said, "now what?"

"Now, we wait for Noram to get here," Superman answered. "It shouldn't be long."

Namor nodded. "I will check on my cousin; inform me when that creature is open our door." With that, he walked off, followed by Lady Dorma.

As Namor left, Wolverine snorted. "Something tells me that this is gonna be interestin'."

"I suppose so," Superman answered, "but that doesn't makes us feel any better."

"Never does, Flyboy; never does."

XXXXXXXX

_Atlantis_

As he arrived in the Imperial Palace, Noram, flanked by his security detail, looked around, his eyebrows arched quizzically. '_This was too easy._'

Upon reaching Atlantean territory, Noram had been almost disappointed when his father's Fleet began to fall back, leaving the city all but unprotected. Stranger still, when his assault force had reached Atlantis, the handful of ships on patrol had done nothing to stop him; that fact, coupled with finding the Palace all but empty, set him on edge. Could his dear father have set a trap..?

His doubts dissipated as he saw an Atlantean man, in full battle-armour, stride towards him, followed by a dozen troopers. His eyes narrowing, Noram readied himself, as did his men…but instead of a spear-point, he was met by a salute. "Hail, King Noram, ruler of Lemuria, and rightful King of Atlantis!" the Atlantean declared. "I am Krang, General of Atlantis, and your servant!"

Noram's scowl grew to a smile; of _course._ He recalled von Doom mentioning a man within Namor's ranks, who, dissatisfied with Namor's rule, had aided the barbarian Attuma in the past. Doom had predicted this traitor could be of use to him…and this proved him wise. "We are well met, General," Noram replied cordially. "I presume this is your doing?"

Krang bowed. "Once word of your rightful succession reached us, Sire, it was all too easy to rally the true followers to you," he answered. "As for the weakling Namor, he was taken completely unaware."

Noram's smile grew expectant. "Then you captured him?"

Krang's smile faltered. "Actually, Sire…he has eluded us; we had him in our hands, but the Kryptonian interfered."

Noram scowled. "You allowed him to escape?" he snapped. "That does not bode well, Krang…but no matter. With Atlantis' military in retreat, all that remains is to assault the polar outpost…"

Krang's face now held a full grimace. "In truth, Sire…I fear that Namor's forces are merely falling back to regroup; just prior to Namor's escape, his High General was able to reach some of his men and flee. They've been broadcasting a rally-signal; we've been trying to jam it…"

Noram's eyes narrowed as he whirled on Krang. "This does _not_ please me, General," he spat, levelling the Trident on him. "With incompetants like _you_ as his subordinates, I begin to see _why_ my father is in retreat."

Krang visibly trembled. "P-Please, Majesty, allow me to redeem myself!" he pleaded. "Permit me to accompany you onto the ice, and I will achieve victory in your name, I swear it!"

Noram frowned. "For your sake, Krang, you had _better._" With that, he turned away. "Order our main forces to make for the Pole; I want to be upon the ice within the hour. Now, leave me."

As Krang and his men hurried away, bowing, Noram's men took their leave, as well, leaving their ruler with his thoughts; Namor and his family remaining free was troubling, as was the regrouping of his father's forces, but at this point, it made no difference. The power of Neptune's Trident was more than even _he_ had expected; he truly _was_ the Master of the Seven Seas, now – the vessel of Neptune's power on Earth…power which his dear father and the Kryptonian would _feel._

Noram's scowl grew back into a smile; once the outpost was his, there would be no force on _Earth_ that could stop him. The entire world would be _his_ for the taking, and the Kryptonian would be brought low.

Such was the fate of any who defied a _god._

XXXXXXXX

_South Pole_

"Okay, am I the only one who thinks this plan is nuts?"

As she guided the cloaked _Argo_ through the dark Antarctic waters, Kara frowned at Tabitha's comment. "You had a _better_ idea?"

"Well, no," Boom-Boom admitted, idly fingering the Atmospheric Generator clipped to her belt, alongside the spherical Program Scramblers, "but your cousin never told us how to use these gizmos…"

"It couldn't be simpler; all we have to do is place them directly on the individual warheads," Kara answered. "Once they're on, they'll automatically deploy and disable the missile; once they're finished, we just have to take them off and attach them to the next one."

Namorita was surprised at Boom-Boom's admission. "You're…you're Superman's _cousin??_"

"Cousin-in-law; Kal and the others rescued me from Krypton's sister-planet, earlier this year."

Before Namorita could reply, a sudden wave of turbulence rippled the ship, dissipating in a few seconds. "I thought you said you could fly this thing," Boom-Boom groaned.

"Hey, Uncle Jor and _his_ side of the family were the tech-experts," Kara complained. "I barely even had any experience with my father's hover-car; I think I deserve a _little_ slack."

Garth looked out through the Speeder's HUD at the dark water. "Are we getting close?"

"I think so," Kara answered. "I've been getting a faint radiation-signature on the _Argo's_ scanners, and it's been getting stronger after taking this heading. I'd say we're on the right…"

Her voice trailed off as two Lemurian Cruisers appeared ahead of them like ghosts out of the mist, heading directly at them. Namorita gulped. "They…they can't see us, right?"

Kara was about to shake her head, but the Cruisers simply passed them by, answering for her. Boom-Boom let out a sigh of relief. "Oh, yeah; we're getting close."

Checking the Speeder's scan-readout, Kara smiled as the radiation-bloom appeared large and steady on the screen. "We're just about there," she reported, before guiding the Speeder further down.

By then, they could see the facility, built directly into the side of an undersea mountain…with dozens of missile-silos on a large plateau above the main structure. Bringing up another menu on the HUD, Kara swept a deeper scan-wave over the facility, bringing back a detailed analysis of the layout. "Okay, the missiles are on the third sublevel," she reported, gesturing to a chamber that housed the red radiation-bloom. "I can 'port us just outside the missile-chamber; once we've secured the area, we'll move in, shut down the missiles, and then 'port out before anybody knows we're here."

"Sounds good in theory," Garth supplied. "Hopefully, it'll work."

"Good." Quickly, Kara entered the command to activate the teleporter. "I guess we should hold our breath…" she began, but the teleporter beam silenced her, as it swept over them, taking them away.

As the beam deposited them into a water-filled corridor, Kara suppressed the urge to cry out as brine pried at her eyelids, but that sensation quickly passed as the Generators activated, projecting a skintight bubble of breathable atmosphere around her. Looking around, she saw that Boom-Boom had been likewise unnerved, while Namorita and Garth were completely at home; waving their little band forward, Kara led them towards the thick metal door that led to the missile-bay. Reaching the door, she placed her own belt-computer – similar to the one Kal used – on the controls; in a matter of seconds, the mini-computer gnawed through the locks, opening the door and letting them in.

Once they were inside, Kara swept the room with her X-Ray vision; the bay was utterly empty of personnel – the technicians had likely left after completing their final analyses, clearing the missiles for launch. Gesturing forward, Kara made her way towards one of the massive weapons, the others picking their own targets; reaching the missile, Kara took out her Scrambler and placed it on the service panel; in seconds, the crystalline sphere expanded, as its nano-fibrils bored through the outer hull to connect with circuitry, accessing and scrambling its navigational programming, while a larger molecular bore headed towards its nuclear payload, injecting several grams of a super-stable isotope into the mix, absorbing neutrons and effectively poisoning the nuclear reaction. Mere seconds after activating, the sphere contracted and popped back into Kara's hands, its task done; the missile was utterly _useless._

In a matter of minutes, almost a half-dozen missiles were rendered inert. "Keep it up, people," Kara called over her communicator. "We're making progress!"

Tabitha's sarcasm answered her. "Yeah; five down, twenty-five to go."

It was Garth who spoke next. "You are certain that they cannot detect us?"

"I'm sure, Garth," Kara answered. "The Lemurians likely don't even know…"

_BREEEEEEET!!! BREEEEEEEET!!_

The blaring of an alarm echoed through the water, startling them all. "You were saying?" Boom-Boom muttered.

Kara grimaced. "Boom-Boom, block off that door!" she ordered. At once, Boom-Boom swam for the door, dropping two cherry-bursts by the tanks stacked next to it; the bombs promptly went off, toppling the tanks into the door, blocking it off. Seconds later, the door started to slide open, but stopped less than a tenth of the way, as angry hisses came from behind it.

Namorita looked grim as she started on another missile. "I don't suppose there's a back-up plan..?"

Kara's eyes narrowed in concentration as she focused on the metal tanks, before her eyes flared red, sending searing beams at them, superheating the tanks and melting them over the door. "_That_ should hold them!"

"But for how long?" Garth asked. "Will we have enough time..?"

"We'll _have_ to!" Kara barked. "Now, _move!!_" With that, she redoubled her pace, moving to and from missiles as fast as she could.

Her cousin was depending on them to disable these missiles; she only hoped he was having better luck…

XXXXXXXX

_North Pole_

"Okay, I can't take it anymore; if this Noram jackass is gonna attack, can he just get _on_ with it, already?"

As they waited in the Main Hall, Siryn rolled her eyes at Leviathan's inquiry. "Kal _told_ us that the Lemurian vessels were a half-hour away, Williams," she answered. "It's been more than twenty-five; it won't be long now."

Colossus nodded grimly. "I know it is foolish, but I am hoping that the battle goes quick; if these 'Nova Javelins' are like what Kara spoke of, I do not want to see them in action."

Leviathan's expression turned grim. "Well, yeah, okay," he agreed. "I guess I'm just a bit jumpy." '_But can anybody blame me? I'm stuck in here with the cousin of my sort-of-girlfriend, who's probably an inch away from having me buried alive at sea..!_'

The sound of footsteps behind him interrupted Ron's grim thoughts. "So, big guy," he said, turning, "when can we expect to – _AAACK!!_"

As if his own thoughts had summoned him, Leviathan found _Namor_ standing behind him, not Superman. "_S-So_ sorry!" Leviathan babbled. "I-I thought y-you were someone else!" He gulped. "_Sire._"

Namor's frown didn't lessen, but it didn't darken, either.

Leviathan smiled nervously. "So…it'll be…a-any minute now, right?"

The frown darkened.

Ron's smile faltered. "So…how about them Yankees…"

The frown turned into a scowl.

Ron's smile completely collapsed. "I'm…I'm just…I'm gonna shut up, now."

"Wise choice."

Wolverine snorted. "Quit scarin' Scales, Fishy; that's _my_ job."

Namor rolled his eyes. "A fine pastime, indeed."

Madelyn softly chuckled. "Surely Your Majesty wouldn't begrudge Logan what few joys he has..?"

Whatever Namor was going to say in response was lost as Superman strode into the Hall, followed by Dorma. "Is my cousin alright?" he pressed.

Superman looked grave. "'Alright' isn't the word I would use to describe Arthur's condition, Your Majesty, but he is stable, now; physically, he's past the worst of it, though he'll need time to recover." His expression hardened. "Right now, we have even _bigger_ things to worry about."

Wolverine arched an eyebrow. "Junior's knockin' on the door?" Superman nodded. "Well, guess we'd better go say hi."

Namor nodded grimly, but as he was about to go, he was stopped by Dorma's hand on his arm. "Wait, Sire!" she pleaded. "Before you go, I just…I wanted to…"

Namor arched an eyebrow. "Yes, my Lady?" he gently asked.

Dorma's expression wilted into a wistful smile. "Just…be careful, my King."

"Of course," Namor answered. With that, the little group headed towards the main doors, to meet Noram on the battlefield.

As they emerged from the Fortress, they were in time to see a massive laser-blast smash into the Fortress' shield; the huge energy-burst collided with the barrier, causing its surface to ripple like a lake, but it did not waver in the slightest. Seconds later, more laser-blasts smashed into it, followed by missile-strikes, but the shield took them all without complaint, allowing Superman and the others to simply walk by, parting just enough to let them out, before resealing itself. Looking ahead, Superman frowned at what he saw. "Noram's taken the bait."

Just a few miles ahead of them, against the backdrop of the open ocean dotted with Lemurian and rogue Atlantean ships, Noram, Krang, and three dozen combined Lemurian and Atlantean troopers emerged from a small scout-ship; as the Cruisers ceased fire, Noram and his infantry marched forward, meeting them a fair distance from their beachhead. "So, you actually came," Noram mocked. "I'd honestly expected you to be cowering behind that little bubble of yours, but I suppose it matters little."

Superman glared at him, but said nothing.

Noram didn't let up. "So you've come to beg, then? Plead for peace? Try and stay my hand?"

Superman's tone was colder than the polar ice. "If there's one thing dealing with you has taught me, Noram, it's that it is _impossible_ to reason with unreasonable people." He glanced towards Namor. "Was there anything you wanted to say, Your Majesty?"

Namor glared at Krang. "Only that this _traitor_ will _pay_ for his crimes."

Krang glared back. "I could say the same of _you_, Namor."

Noram smiled with wicked glee. "Well, it seems we all agree!" he chortled. "There's no need for anything else, then; shall we fight?"

Superman's eyes narrowed, as he removed the Sword of El from his belt, holding the sheathed blade ready. "_Bring_ it, fish-face."

The insult had the desired effect; bristling angrily, Noram raised the Trident, summoning a massive tidal wave behind him. His eyes flaring red, Superman unleashed a wide-field sweeping eye-ray, vaporizing the wave and shrouding the battlefield in frigid fog; snarling, Noram lashed out with the Trident blindly, unleashing sweeping strikes that hit only air, until clanging against metal – striking with the sheathed blade, Superman forced the Trident out of Noram's guard, before _flooring_ him with a haymaker, sending him flying into his drop-ship, cratering its hull in a daze.

Panicked by the fog, Noram's soldiers opened fire with their weapons, showering their attackers with laser-fire; raising a TK-bubble, Madelyn repelled their shots, while Wolverine charged straight at them, claws bared. With a feral roar, he slashed apart the weapon of one, headbutting him into another, before rolling low and unleashing a stab, piercing one Lemurian through his shoulder, sending him falling to the ground howling. With the path cleared, Namor flew straight at Krang, sending him flying with one punch. "Was it _worth_ it, traitor?!" he exploded. "Was your petty revenge _worth_ betraying _all_ our people?!"

As Namor came at him again, Krang managed to block the follow-up punch, countering with an elbow to Namor's jaw, stunning him. "You were a _fool_ to let such power go unclaimed, Namor!!" Krang bellowed. "With it, Atlantis could have _ruled_ this miserable..!"

He got no further, as Namor caught his kick, and pushed him away, sending him spinning to the ground. "Atlantis' fate was _never_ yours to decide, _traitor,_" he spat. "You'll have plenty of time to think on that in _prison._"

Namor was so preoccupied with dispatching Krang, he never noticed the two Lemurians closing on him until Siryn took them out with a pair of spell-bolts. She was about to dispatch two more, until Colossus' signal drew her attention towards the cluster of aquatic soldiers massing towards Kal, who was closing on Noram; meeting his eyes, she understood completely. With one deep breath, she unleashed a sonic scream just as Piotr threw himself into her line of fire; the sudden surge of momentum turned Colossus' steel form into a living mass-driver, slamming him into the enemy colum with enough force to completely disperse them, sending them raining down like snowflakes.

With nothing between him and the crazed clone, Superman closed on Noram as the mad king got back to his feet; roaring in fury, Noram charged at him, the Trident triple-points aimed at his heart, but Superman flipped the Sword in front of him, catching it between two points. Before Noram could react, Superman grabbed hold of the scabbard's tip and _twisted_, sending the mad clone flipping face-first into the snow; Noram tried to get back up, but Superman was on him in seconds, brandishing the Sword like a cudgel, slamming Noram square in the torso and sending him sprawling, once more. Noram hit the ice hard, but did a handspring, jumping back to his feet, before charging at his foe again; digging in his heels, Superman stopped the charge head-on, letting Noram push against him with all his might…before grasping the Sword's hilt and _twitching._

Noram's roar of anger turned to a howl of surprise as he suddenly tumbled _past_ Superman, tripping in the ice. Getting back up, his triumphant smirk returned. "Your cause is _hopeless_, filth! As long as I bear the Trident of Neptune, I am like unto a _god..!_"

Superman didn't even turn around. "Refresh my memory, Noram: don't tridents have _three_ points?"

Noram laughed. "Are you _blind_, filth? Of _course_ tridents have..!" But his voice trailed off, as he saw the state of his weapon.

One of the Trident's side-points had been _sheared off_, right up to the bend in the prong.

Superman chose that moment to turn, revealing the inch of gold-edged violet metal he'd cocked free from the sheath, before sliding the Sword back in place. "You aren't the _only_ one with new toys, Noram."

Noram's rage returned in full-force; with a roar of anger, he took to the air, raising the Trident over his head, summoning jet-streams of water to him from deep below the ice. As Superman flew after him, Noram clenched his fist, condensing the streams into globs that froze instantly, before gesturing, sending dozens of ice-boulders at Superman. Thinking fast, Superman grabbed the pommel of the Sword and twisted, unlocking the mono-lash hidden inside; grasping the glowing gold filament with his shielded hand, Superman spun the lash to gain momentum, and then threw its weighted end straight ahead, before flicking his wrist to the left, then the right, then up, and then down, sending four deadly loops arcing across the line, which cleaved through most of the ice-chunks Noram sent at him. Letting the lash's weight slide back into his hand, Superman hurled it towards a particularly large ice-boulder, flicking a loop at it to cleave off a bulky section, making it more aerodynamic, before spinning around and around, turning it into a ball-and-chain, and then flicking the lash to release it; the boulder smashed into Noram just as the lash slid back into Superman's hand, sending the tyrant falling.

As Superman flew straight at him, Noram felt a twinge of panic grip him. "_Open fire!!_" he screamed into his communicator. "_Get him off my back!!_"

Superman was a scant few meters away from his foe when the laser-volley from the Lemurian Cruisers took him square in the chest, stunning him and giving Noram enough time to summon another mass of water, charging it with his bioelectricity and unleashing it; already dazed from the laser-volley, Superman was caught unaware as the electricity surged through him, sending him falling.

As lasers impacted the ice all around him, Namor leapt away from Krang, switching on his communicator. "Ro'Karon, move our forces into position for counterattack; we are taking fire!"

The sound of Lemurian cannon-fire was gradually drowned out by the sounds of Atlantean cannons, as Namor's forces rose out of the sea behind Noram's, forcing them to turn their weapons away from shore. Namor breathed a sigh of relief, before turning towards his descending clone…only to have Krang jump at him from behind; Namor managed to toss him off, but Krang recovered fast, charging again…

_Paf!_

Krang was sent flying as a sphere of packed ice smacked into his face at tooth-chipping speeds, knocking him out cold. Namor's expression was incredulous as he followed its trajectory back to Leviathan's hand. "A _snowball??_"

Leviathan shrugged. "Hey, it seemed like a good idea at the time…"

Touching down once more, Noram clenched his fist, shaping the water into a sphere around Superman. "_Now,_ filth, you shall _pay_ for your defiance..!" Noram's rant died in mid-breath, as the water froze from the inside out, seconds before a gold-edged violet blade sheared through it at the bottom, cleaving through the ice in a perfect circle, as Superman effortlessly lifted the massive ice-sphere above his head.

"_Catch._"

With that one word, Superman chucked the sphere at Noram, burying him under several tons of ice. With Noram apparently dispatched, the others started to regroup around Superman. "_Please_ tell me that psycho's _finally_ down," Leviathan groaned.

A slow rumble answered him, as Noram burst free from the ice, utterly enraged. "_You DARE?!!_"

"Give up, abomination," Namor snapped. "You cannot defeat us, nor can you pierce the outpost's defences…"

"You're wasting your time, Namor," Superman interrupted, before smiling darkly. "You're making the same mistake we all made, the first time we encountered this _brat:_ Noram may have the body and abilities of an adult, but for all intents and purposes, he has the mind of a _child_ – and a very _spoiled_ one, at that." He snorted. "Heck, he's not even a _year_ old!"

Noram's face reddened. "_I am the __**King**__ of Lemuria; the __**Master**__ of the Seven Seas!! How DARE you mock me..?!!_"

"Interesting thing about child psychology," Superman continued, as if Noram hadn't said a word. "During their first year, their behaviour is guided primarily by the hypothalamus, the most primitive part of the brain; the hypothalamus wants what it wants, and it wants it _now._" He chuckled. "All his bluster, all his bravado about conquering the Fortress, then the world…it's nothing but a variation on the spoiled child's tirade: '_Mine! Mine! Mine!_'"

"_Be SILENT!!!_"

"I suppose he doesn't know any better, really," Superman finished. "When you think about it…he's kind of _pathetic_; just another bratty little _baby_, throwing a _temper tantrum…_"

Noram was almost too enraged to even speak. His hand shook as he took out his communicator. "_Contact the Antarctic base; launch the missiles NOW!!_" he exploded. "_Deploy the Orcas; maximum yield!! I want this place WIPED OUT, along with EVERYONE on it!!!_"

The reply was hesitant. "_B-But, my Liege…our men are still on-site..!_"

"_DO IT NOW!!!_"

As they watched Noram rage, Siryn gulped. "Kal…are you _sure_ provoking him was the best course of action?"

Superman's expression remained hard. "He's careless, now; more prone to mistakes," he answered. "We have a better chance of apprehending him."

Wolverine arched an eyebrow. "And if we can't?"

Superman sighed. "Then we'd best hope Kara and the others can shut those missiles down in time…"

XXXXXXXX

_South Pole_

As the angry Lemurian troopers kept pounding at the barricaded door, Kara and her comrades kept working at disabling the missiles; they were almost there, with only a handful to go…but suddenly, the noise stopped.

Pulling her Scrambler away from the second-last missile, Kara paused, listening. "Hey…they're running away!"

Boom-Boom blinked. "Hey, I'm not complaining."

Kara frowned. "But _why?_ Why would they leave..?"

The rest of her question was drowned out by the sound of a different alarm, seconds before the very last missile started to shift upwards towards the ceiling, its silo sliding open.

It was launching.

Desperately, Kara swam towards it, trying to grab hold and disarm it, but the surge of force from its thrusters pushed her back, as the rocket's exhaust started to heat up the water; in a matter of seconds, her friends would be boiled alive. Grimacing, Kara tapped her communicator, signalling the _Argo_; instantly, the teleporter wave swept them out of the missile-bay and back into the Speeder's cockpit. Coughing, Boom-Boom struggled to her feet. "_That_ was fun."

Kara was instantly in the control-chair. "We have to go after it! If that one missile hits, it could wipe out the entire North Pole!" she cried, powering the engines, and guiding the _Argo_ out of the water; the Speeder responded with quantum speed, shooting towards the surface in seconds, blasting out of the water, in hot pursuit of the fleeing missile.

In a matter of minutes, the _Argo_ had caught up with the missile; as Kara started to line up the targeting reticule on the ship's HUD, Namorita glanced over her shoulder. "Can you shoot it down?"

Kara's hands were ready to grip the fire-controls when the Speeder's sensor-feed came back. "No good; it's already armed itself! Even the slightest blast will make it go critical, and at this altitude and trajectory, the fallout will poison half of the American continent!"

Garth grimaced. "What should we do, then?"

Kara's eyes narrowed. "_Argo:_ initiate auto-pilot; set course for the Fortress," she ordered. "Lock teleporter-beam onto the missile and initiate teleport on my mark!"

Namorita's expression was incredulous. "What are you doing?!"

Kara stood up, stepping away from the controls. "If we can't shoot it down, then I'll have to go out and do it _manually,_" she answered. "_Argo:_ initiate teleport!" Before anyone could stop her, Kara stepped into the teleporter beam, letting it take her away.

As the Speeder closed on the missile, its teleporter wave shone over the warhead, depositing Kara on its hull, before pulling away. Gritting her teeth, Kara held on for dear life, before starting to pull herself towards the service-panel. After several long minutes, she finally reached the panel; by her estimates, she was already over the middle of the Atlantic – she didn't have much time. Reaching for her Scrambler, Kara was about to attach it…but a sudden surge of turbulence knocked her off, sending her falling towards the water.

As she watched the missile shoot away, Kara felt a despairing rage fill her. Her cousin had been _counting_ on her to stop _all_ the missiles.

She'd let him down, and with him, her Uncle Jor, too.

They had both believed in her, treated her like _family_, and she'd failed them…

That thought filled her with righteous fury; she _couldn't_ let Kal down.

She _wouldn't_ let him down.

Her eyes scrunching tight, Kara focused every ounce of her will. '_I have to do this!_' she mentally screamed. '_I have to catch that thing…I have to FLY..!!_'

At that very thought, gravity's incessant pull suddenly _stopped._

Confused, Kara opened her eyes…and found herself _floating._ Her confusion turned to giddy joy. '_I'm…I'm doing it! I'm flying..!_'

Her joy quickly dissipated as she remembered. '_The missile! Oh, Rao, I have to catch it!_' Her eyes narrowed. '_Okay, Zor-El, you can fly; now MOVE your floating butt..!_'

That was all she'd needed; at that thought, she was off like a streak, a sonic boom echoing behind her.

In spite of everything, she couldn't suppress one last surge of glee.

Reaching the missile in seconds, Kara grabbed hold of the service panel and slapped her Scrambler onto it; in mere minutes, the device disabled the missile, rendering its nuclear core inert. Retrieving the device, Kara breathed a relieved sigh…until she saw the polar ice in the distance. Suppressing a wave of panic, Kara flew ahead of the falling missile, bracing herself and pushing, trying to alter its trajectory, despite the fact that it was likely too late…

XXXXXXXX

_North Pole, a few minutes earlier_

Enraged beyond all reason by Superman's insults, Noram unleashed one water-blast right after another, blindly lashing out at everyone on shore, washing away his own men along with his foes; raising a TK-barrier, Madelyn repelled one wave-blast, before telekinetically throwing Wolverine at the maddened tyrant, but Noram washed him away with another water-blast before he could get in close enough to use his claws. Before Noram could press his advantage, he was struck by a barrage of Siryn's spell-bolts, sending him falling.

As Noram fell, Colossus and Leviathan both charged his position; trying to recover as he landed, Noram sent numerous water-blasts at his attackers, but Colossus bore down, turning himself into a living shield, blocking enough shots for Leviathan to leap at the mad clone, slamming him with an uppercut. Snarling, Noram knocked Leviathan away with the shaft of the Trident, and was about to skewer him, but a blue-crimson blur slammed into him, knocking him away. Roaring with anger, Noram leapt back to his feet, charging at Superman, who blocked the stab between the remaining two prongs, before twitching the Sword an inch out of its scabbard, sending Noram stumbling away, with a _second_ prong missing from his weapon.

Utterly infuriated, Noram came at Superman again, but this time, Superman ducked low, under Noram's stab, as he drove the weighted pommel of the Sword into his foe's abdomen; Noram's charge died instantly as he stumbled back, allowing Namor to leapfrog off his back, charging his bioelectricity into his fist, as he _slammed_ Noram with a haymaker. Noram was sent flying back, to crash against an iceberg, but he recovered quickly, his eyes flashing. "_I…am THROUGH toying with all of you!!!_" he exploded.

"Bold words, _whelp,_" Namor spat. "You are _beaten_, your forces demolished; you have lost what little advantage you may have had."

"You forget, Father!" Noram cackled. "I have the _Orcas_; I can still drown the entire Hemisphere!" With that, he switched on his communicator. "_Fire the Orcas!! Drown them!!!!_"

Superman's eyes closed resignedly. "_Big_ mistake, Noram," he said quietly, clipping the Sword back to his belt. "You just _forfeited_ this entire battle."

"You cannot threaten me, filth; the _Orcas_ will fire in mere minutes, and I will not order them stopped..!"

"Your '_Orcas_' don't _have_ minutes, Noram," Superman snapped, as he tapped the crystalline monocle encircling his eye, extending a holographic screen over it. "You're about to see _why_ most species knew enough to leave my people be." As his vision focused in on one of the lumbering ships, the Scope followed him, locking on, and bringing up data from the Javelin – Auto-Tracking, 5 percent yield, active Containment-Shield – to confirm it was ready.

Taking a deep breath, Superman drew the inactive Nova Javelin, and pulled the arming-crystal from its nose-cone, expanding it, before reinserting the crystal just underneath its head; the Javelin shifted again, its four head-spikes curving back towards its tail, its tail growing crystalline scales, its nose-cone growing three deadly spikes in its center, and its inner light turning ferociously bright, as a second red light ignited in its core, confirming it was targeting the _Orcas_.

The Nova Javelin was armed.

A twinge of fear crept into Noram's expression, but he didn't stop. "_Orcas_, prepare to..!"

"Siryn, Madelyn, shield the others! Everyone, _cover your eyes!_" Superman ordered. With that, he took aim, pulled his arm back…and _threw._

The Javelin sailed through the air an impressive distance before its internal engine kicked in, as propelling force burst from the weapon's crystal scales, sending it screaming towards its target. In a matter of seconds, the Nova Javelin was meters from one automated vessel, as it pulsed once, extending a large bubble of energy around the _Orca_…before it impacted.

The impact started off as a small pinprick of light, but that rapidly expanded into a massive sphere of pure luminosity as the Nova-detonation unleashed a deadly wave of pure destructive force that crashed against the shield, engulfing the Lemurian vessel completely. A sickening rumble shook the ice as the explosion pushed against the shield, the white light morphing into a full spectrum, just before the shield finally _shattered_, unleashing a deadly wave of superheated plasma; the second _Orca_ was closest to the rapidly expanding plasma-surge, and was instantly flash-melted into a _puddle._ The remainder of Noram's forces were somewhat more fortunate; by the time the plasma reached them, it had cooled enough to only sear and warp their hulls, rendering their weapons inoperable, before the plasma dissipated just meters from Namor's armada, which lay just beyond the calculated blast-radius…but they were still sent rocking by the shockwave, which literally _rippled_ the fabric of space-time from the force of its blast.

Even with most of its force dulled by the containment shield, the shockwave was still more than enough to tear through Siryn and Madelyn's combined barrier and send everyone on shore flying. After a few solid minutes, Superman and his companions started to pick themselves up. "Everyone alright?"

Leviathan groaned. "We're fine…as long as you _never_ use one of those things, _ever_ again."

Superman grimaced as he looked upon the aftermath. "Don't worry."

As he staggered to his feet, a very bewildered Noram looked upon his ruined fleet. "You…you _still_ have not won, filth!" he shouted, though his voice lacked its usual bravado. "I still have an entire _armada_ of missiles..!"

A sudden noise drew Superman's attention upwards; his eyes widened as he recognized it. "_Everyone, take COVER!!_"

His warning came just in time; as everyone ran for cover, a single missile crashed into the polar ice, tearing itself to pieces as it impacted on the Pole. When the terrible screeching of metal on ice stopped, everyone walked towards it cautiously. Wolverine spoke up first. "Okay; how come it didn't go nuclear?"

A rumbling from deep beneath the rubble answered him, as several pieces of metal collapsed in on themselves…allowing a very sooty Kara to step out. Kara smiled sheepishly as she waved to her cousin. "Guess what, Kal?" she called. "I can fly!"

In spite of everything, Superman managed a chuckle. "So I gathered!"

Struggling to his feet, Noram could only look on in dismay at what was left of his arsenal. "You are _beaten_, abomination," Namor snapped. "Now _yield._"

Noram flinched at that, before utter petulance clouded his face. "_Never!!_" he screamed. "_NEVER WILL I LOSE TO YOU!!!_" He raised the Trident over his head...

Superman grimaced. "Don't be stupid, Noram..!"

Noram ignored him, summoning every last inch of his power, raising a tidal wave that reached almost to the clouds themselves…

Superman gripped the Sword. "I'm _warning_ you..!"

Noram didn't listen, cackling insanely; in just another second, he would unleash watery hell on his opponents.

But he didn't get another second.

_Schwapp!_

The sickening sound of metal through flesh silenced Noram's laugh, as Superman came to a stop behind him, the Sword of El drawn, its tip dripping blood, watching as the wave dissipated, its focusing force lost.

Noram's face contorted with pain as he gripped his now-bloodied stump where his hand had been. "_**AAAAAAAAAAAHHHHHH!!!!!**_"

Forcing himself to ignore Noram's scream, Superman moved quickly, snatching the dropped Trident, still held by the severed hand, before pulling back and _slamming_ Noram's jaw with its staff, knocking him out. Grimacing to himself, Superman flicked the blood off his blade, sheathing it as he walked towards the fallen Noram, to grasp the stump he'd created and seal the wound with his eye-rays, stemming the flow of red. Turning back towards Namor, he jabbed the Trident into the ice. "He's all yours."

Namor nodded. "We can deal with him, now."

"Swell," Wolverine groused. "Can we get out of here, now?" He raised his claws. "'Cause puttin' these away cold is always a bitch."

Superman managed to find his voice. "Yeah," he said, trying to suppress his growing shame, "we're done here." With that, he turned back to the Fortress, starting to head towards it, followed by the others.

XXXXXXXX

When Aquaman came to, he was greeted by a splitting headache, a matching ache in his left hand, and a blinding white light; as his vision cleared, he found himself looking up at Superman, Namorita, and Wolverine. "Ugh…"

Hearing him, his cousin smiled. "Hey," she greeted. "We thought we'd almost lost you, Arty…"

Sitting up, Arthur found himself in the Fortress – in a medical cot, specifically…with his left hand missing, the stump covered by gel-packs. His smile became forced. "I…I guess Kryptonian medicine can only do so much, huh…"

Superman's expression mirrored his. "Yeah," he answered. "Sorry."

"Hey, it was either lose a hand or lose a cousin," Arthur answered. "Namor might be a pain in the gills, at times, but he's family…"

Superman nodded. "You don't have to explain, Arty."

Looking around, Arthur asked, "So where is the old blowfish?"

"Fishy, his lady friend, and that General are takin' the prisoners back home," Wolverine answered.

Arthur blinked. "Huh??"

Superman chuckled. "Yeah, you missed quite a show, Arty; Noram took an entire fleet to the Pole, with only us to stop him."

Arthur looked dismayed. "I missed the fireworks? Why didn't you wake me up?"

Namorita's smile became forced. "You were at risk for internal bleeding, Arthur."

"Oh." Sliding to the edge of his cot, Aquaman carefully stood up. "So, when am I cleared for active duty?"

Superman frowned. "Arthur, your cousin was of the opinion that you should have some time off before resuming activities with the League – an opinion that I happen to agree with."

Arthur frowned. "You're benching me?"

Namorita's hand was instantly on his shoulder. "Arthur, he's _asking_ you to give yourself time to recover from this," she soothed. Smiling, she added, "It'll be nice to see you around the Palace, again; we've all missed you, including Namor."

Superman nodded. "Just take two or three weeks, Arty; that's all we're asking."

Arthur sighed. "Fine; I guess I can take a few weeks off."

Superman smiled. "Good." With that, he gestured to the infirmary door, leading the four of them out.

As they emerged into the Main Hall, Arthur found the others – minus Namor and Dorma, of course – waiting for them. "Well, it's good to see someone back on his feet," Siryn noted.

Garth nodded. "We were worried that we'd gotten you here too late, Prince Arthur."

"Well, you all can stop worrying; I'm in one piece…mostly," Arthur answered. "Since my cousins and Boy Scout here have basically browbeaten me into taking time off, I suppose we'd better get going."

Madelyn nodded. "I suppose so; General Fury will want to hear my report on all of this," she agreed. "I trust that there's nothing pressing left for us here?"

"Actually, there is," Namorita corrected; walking towards a crystalline shelf, where the fragments of the Trident of Neptune had been laid, she gathered them up, before walking back. "King Namor is of the opinion that the Trident is too dangerous to keep in Atlantis; even with Noram captured and Lemuria's threat neutralized – for the moment – the possibility that it could be used like this again remains." Smiling, she held the fragments out to Superman. "Since you are obviously a man that can be trusted with such great power, he asks that you hold the Trident in trust for Atlantis and her people."

Superman bowed as he humbly accepted the broken weapon. "I am honoured, Princess; I promise, I will guard it with my life."

Arthur chuckled. "Well, now that that's taken care of, I guess I'll see you guys later."

"Guess so," Boom-Boom agreed.

As Arthur, Namorita, and Garth started to head out of the Fortress, Namorita stopped in front of Ron; smiling back at her, Ron scratched his head sheepishly. "I…I guess this is good-bye for now," he stammered. "It…it was _really_ nice to see you…"

Namorita didn't let him go any further, as she threw her arms around his neck, silencing his lips with her own. After a few seconds, a blushing Namorita released a surprised Ron from her embrace. "I've wanted to do that ever since I saw you again at the Pole," she confessed.

Ron could only blink. "O-Okay." With one last wave, Namorita hurried after her cousin, leaving the Fortress behind.

As the others started to leave, Superman turned to head back into the Fortress. "You guys go on ahead; there are a few things I need to…"

"Oh, _no,_ ya don't."

Wolverine's comment caught him by surprise; turning, Superman found that only Logan had remained, casually leaning against a crystal pillar. "Flyboy, most of us have been patient, but I'm freakin' sick of you actin' all mopey around the Institute."

Superman's eyes narrowed crossly. "I haven't been 'acting mopey,' Logan."

"No, you've just immersed yourself in work, half the time," Logan snorted. "Normally, I'd stay out of it, but we just waged a small war to stop a _large_ one; you keep this up, you'll go _nuts_, kid. You're takin' the night off, right now."

"And if I _don't?_"

Logan chuckled. "Then I call yer mother."

Superman was taken aback. "You wouldn't…"

"_Try_ me."

Superman sighed. "I'm guessing you had a plan?"

Logan shrugged. "Just the tried-and-true pastime of every soldier the world over."

"And that would be?"

The chuckle returned. "Gettin' hammered, Flyboy." He turned to go. "Come on."

Superman was tempted to ignore him…until he thought of having to deal with Ma. Sighing, he followed. '_I just know I'm gonna regret this…_'

XXXXXXXX

_U.S. Congress_

"_WHAT?!!_"

In his private office, Robert Kelly was utterly incredulous as he listened to Agent Pryor's report. Staring back at him from his computer-screen, Agent Pryor nodded. "_I'm afraid it's true, Senator; the tremor you felt was the result of one of these 'Nova Javelins.'_"

From his own window on the screen, General Fury frowned. "_Damn; reports are coming in all over – they felt that thing in the Middle East…_"

"Stay on point, Fury!" Robert barked. "That _alien_ is stockpiling _doomsday_ weapons! You've got to _do_ something..!"

Fury arched an eyebrow. "_And what exactly can I do, Bob? We don't know where he's holed up…_"

"You can start by doing your _job_, Fury! That Kryptonian is a threat to national security!" Robert shouted. "_Drag_ that wild-card into custody and _make_ him talk..!"

Fury snorted. "_You're joking right?_"

"_Begging your pardon, sirs,_" Madelyn piped up, "_but even if we knew the location of Superman's outpost, any attempt to seize it would result in failure. The structure is protected by a high-powered energy-field; not even an assault from a combined Atlantean and Lemurian task-force could breach it._"

Robert grimaced. "Even so, if that…_creature_ has access to these…'Nova Javelins,' we _have_ to find a way to gain access to that kind of technology! Do you realize what could happen if any of our enemies find out about it? And what if that alien finally decides to use it on _us..?_"

"_Senator,_" Madelyn said, "_I have __**seen**__ what Kryptonian technology is capable of up-close; if Superman __**did**__ want to attack us, we wouldn't be talking about it, right now._"

"_Sounds like our hands are tied,_" Fury said. "_Well, Agent Pryor, I'm satisfied with your report; dismissed._"

"_Yes, sir._"

As Madelyn's screen winked off, Robert was still fuming. "Fury, I have a feeling that you are not taking this threat seriously..!"

"_I take every threat seriously, Bob,_" Fury snapped. "_If and when Superman becomes a threat, we will deal with him appropriately. Now, it's been a long day – for those of us who have to work for a living – and I'm tired. Good night._"

Robert suppressed a cry of anger. '_Blasted Fury; by the time he gets off his ass to deal with this..!_'

"Senator Kelly?"

Surprised, Robert turned to see someone in his doorway. "Oh, Director Waller, it's you; I'm sorry, I didn't hear you."

Smiling pleasantly, Amanda Waller, in her usual smart violet suit, strode in, a stack of files under her arm. "That's quite alright, Senator; I just wanted to drop off the last copy of the NSA's budget report before I went home."

Taking the file, Robert skimmed over it. "Well, everything seems to be in order…"

Amanda interrupted him. "I hope you don't mind, Senator, but I happened to hear you shouting; is everything alright?

Robert frowned to himself. "No, Director, it isn't. I was shouting at General Fury; that man _refuses_ to do anything about that damn rogue Kryptonian!" he fumed. "The technology he's sitting on could damn well be the resource this country needs to win this war, and he's not lifting a finger to get it!"

Amanda's eyes went wide, as she quickly moved to the door, closing it. "Senator…do you really believe that?"

"Of course!"

Amanda smiled. "Then I'm sure you know that one of them has gone underground."

Robert blinked. "What?"

"There are _three_ Kryptonians, now," Amanda reported. "Superman is one; his cousin is the second…and the Blaire girl makes _three._"

Robert's eyes nearly bugged out of his head. "_What?!_"

"It's true, sir. Fury's own people reported that she's apparently a eugenics experiment on HYDRA's dime; they blended human and Kryptonian DNA to make her, and now she's on the run."

Robert felt his blood run cold. "My God…if our enemies get a hold of her..!"

Amanda nodded. "It's definitely a problem, sir…but it's also an opportunity. If _we_ can grab her before anyone else, we can gain access to Superman's tech."

Robert blinked. "'We'?"

"Yes, sir," Amanda said. "I am part of a clandestine organization dedicated to helping our country counter potential meta-human threats…and if you're serious about what you just said, I think my colleagues would love to have you on board."

Robert was taken aback by this bold admission…but after a few seconds' thought, he smiled. "Count me in."

Amanda's smile grew. "Excellent, Senator," she said, extending her hand. "Welcome to Project: Cadmus."

XXXXXXXX

_Xavier Institute_

"Hey, LeRoux, open up!"

As she heard her teammate knock on her door, Anita sighed in annoyance. "Go away, Smith."

"Aw, come on, Princess; me, Tinya, and Jubes were gonna play DDR!"

Anita rolled her eyes. "Some other time."

The doorknob started to turn. "Look, sister," Tabitha said, opening the door, "don't try to play that holier-than-thou crap with..!"

She stopped dead in her tracks as she saw Anita sitting glumly on the edge of her bed, her chin propped up on her wrist, with her hair tied in two messy pigtails while Illyana happily wove ribbons into them. "Look, Tabby! Isn't Princess Anita's hair pretty?"

Tabitha looked like she was going to burst with laughter. "Oh, it…it certainly is…"

Anita's glare could have driven ten-inch nails. "Not a _word_, Smith."

Tabitha just smirked. "Oh, I'm sure you'd like that," she chuckled, before she walked away.

Anita could feel her teeth grinding, but Illyana's sniffle stopped her. "Y-You don't like it?"

Humiliated though she was, Anita couldn't bring herself to take it out on Illyana; forcing a smile, she gathered the little girl into her lap. "I _love_ it, sweetie," she lied through her teeth. "I had no idea you could make my hair look so nice!"

Illyana beamed. "Then can I do your nails, now?"

Stricken, Anita tried to think of a decent excuse…but a familiar tickle in her mind stopped her. "Actually, honey…I have to take care of some grown-up stuff, now; maybe later."

Illyana wilted. "But..!"

Anita smiled guiltily. "Please, Illyana?"

Illyana sighed. "Okay." With that, she headed out of her room.

Anita felt herself drawn into the astral plain the second Illyana had left, answering her father's summons. "_I trust that there were no complications, today, my child..?_" Doom began, but paused as he observed her present state. "_I assume there is an explanation._"

Anita's astral self sighed. "_Suffice to say, Papa, that today I learned that the most powerful force on Earth lies not in Atlantis' relics, nor in the archives of Krypton, but in the pleas of a little girl._"

Doom was silent for a moment, before he chuckled quietly. "_A fact I have since learned, my child._"

Anita smiled appreciatively, before her expression clouded. "_Papa…I heard today that…that Latveria had signed a non-agression treaty with Lemuria._" Her tone turned pleading. "_Why?_"

Doom's tone was logical and patient. "_To render Fury and his countrymen powerless, thus forcing Kal-El into direct action,_" he answered. "_He reacted beautifully; now the United States are aware of the power he wields, and will not hesitate to grasp at it, if given the chance._"

Anita felt tears creep into her eyes. "_Papa…we – the others and I – could…could have been..!_"

Sensing her distress, Doom sighed. "_In the grand game of strategy, my child,_" he said, cupping her chin in a fatherly gesture, "_sometimes the most valuable assets – the most cherished ones – must be risked in order to claim the game. It is hard, and it is unfortunate…but it is necessary. If you are to rule, in time, you must remember that._"

"_B-But…_" Anita stammered. "_If…if he hadn't…millions could have..!_"

Her father interrupted her. "_What distresses me most, Anita, is that the Blaire girl has been absent for three weeks now…and yet you have not won Kal-El to our side; I did not think a child of mine would ignore so great an opportunity…_"

Panic gripped Anita; she should have known her father would ask about her progress. "_Papa, you know better than I that this cannot be rushed; if I act now, he will surely suspect me!_" she said, thinking fast. "_Please, Papa, trust me; I know what I am doing!_"

Doom was silent for a moment…before he nodded. "_Very well, my child,_" he said, "_but I must caution you: patience is a valued trait, but taken in extreme leads to hesitation, and hesitation breeds only failure._"

Anita nodded. "_I understand, Papa._"

"_Of course, Anita. Good-bye._"

As the astral summons released her, Anita found herself back in the Institute, her hands shaking, tears of anguished disbelief in her eyes.

She had lied to her father; bald-faced, flat-out, through-her-teeth, straight-to-his-face _lied_ to him…

Suppressing a sob, Anita bolted out of her room, blindly running through the corridors, not knowing or caring where she went, before sagging against a wall, sinking to the floor as she whimpered. '_Oh, God…what's WRONG with me..?!_'

"Anita?"

Anita's sniffles dimmed as a concerned Piotr walked up to her. "What is wrong?"

Anita couldn't answer.

His chiseled face filled with concern, Piotr knelt in front of her. "Please, tell me," he urged.

Anita struggled to speak. "I…I don't know who…who I am, anymore…" she whimpered.

Piotr's expression saddened. "Why?"

Anita choked back a sob. "B-Because…" she began, but stopped.

Piotr seemed to understand. "You do not have to tell me," he said gently. "I am a simple man; I do not know much…but I think you are a good person, Anita."

Anita couldn't bring herself to answer him.

"You are high above my sister and I," Piotr continued, before pointing to her hair, "and yet you play with her as though she were your own sister." He chuckled. "You are much braver than me, yes?"

Anita managed a sniffling chuckle.

Slowly taking her hands in his own, Piotr looked into her eyes. "You care about other people, Anita," he assured her. "You should not doubt that you are a good person; you are witty, and kind, and intelligent, and…and beautiful…"

Anita simply couldn't stop herself.

Piotr's defence of her undeserving character was silenced as Anita lunged forward, snaring him in a kiss, utterly overwhelmed by his kindness, given for absolutely no reason at all. At first, Piotr was taken by surprise, but after a few blissful seconds, he tenderly reciprocated…

Anita pulled away in a gasp, a trapped expression on her face. Piotr was naturally confused. "I…I am so sorry..!"

"_No!_" Anita cried. "N-No, Piotr, it's not that! It's just…if my fath…if anyone finds out..!"

Piotr's expression turned sad. "I understand," he said softly. "You should not worry; I will not tell." Standing up, he politely bowed. "Good-night, Princess…"

"_No!!_" Anita pleaded, leaping to her feet, fiercely embracing Piotr from behind. "Please, Piotr, I didn't…I didn't mean..!"

Slowly, Piotr turned around, dawning understanding crossing his face. "I think I _do_ understand, Anita," he said gently. "As I said, I will not tell." He smiled. "Whenever you need me, I will be here."

A weak smile crossed Anita's face. "_Thank you…_" she whispered. Piotr just smiled, and took her hands in his, tenderly kissing the backs of her knuckles, before turning to retire to his room, as Anita did the same.

She might not have known who she was…but she was glad to have someone who did.

XXXXXXXX

_Macy's Bar and Grill, Bayville_

"I can't believe I let you talk me into this."

As he and Clark strolled into his favourite local watering hole, Logan, in his jeans, t-shirt, brown leather coat, and cowboy hat, just chuckled. "Shut up and pull up a stool, Flyboy," he said. "Time to drown some sorrows."

Clark, having exchanged his primary colors for a pair of blue jeans, a white t-shirt, and a black jacket, just rolled his eyes as he pulled up a chair next to Logan. "This is ridiculous…"

Just then, the head waitress/bartender, Joanie, a slightly plump 40-something-year-old, walked up to them. "Back again, Logan?" she asked, before fixing Clark with a smile. "And who's this gorgeous young thing?"

"Back up, Jones; he's too young for you," Logan sassed back with a grin. "Junior here and his girl broke up, couple weeks back; needs something to dull those memories."

Joanie gasped. "You mean some girl _willingly_ left a hunk like him, high and dry? What is _wrong_ with girls, these days?!"

Clark quickly spoke up. "Hey, it wasn't her fault," he defended. "She just had…family issues…and we _both_ decided it was for the best…"

Joanie's hands went over her heart. "Three weeks and you're _still_ defending her?" she crooned. "Oh, _God_, sweetie…you had the real thing, didn't you?"

Clark just looked away.

Joanie looked sad as she fished out two bottles and two glasses. "Here's your usual, Logan," she said, pouring up a beer and sliding it to him, before mixing up a drink for Clark. "And for you, Romeo, a Heartbreak Special, on the house, you poor thing."

Clark managed a smile as he took it. "Thanks."

As Joanie walked off, Logan downed his beer in one gulp, while Clark took a testing sip…before downing it. "Careful, Flyboy," Logan warned, "Joanie makes one hell of a cocktail…"

"Appreciate the thought, Logan, but my system burns off alcohol _long_ before it takes hold."

Logan snorted. "Thought you guys were supposed to be advanced."

Clark frowned. "I _told_ you this was a bad idea..!"

Logan sighed. "Look, kid, I _get_ it: you miss her, and you're hurtin'. I've _been_ there; hell, we've _all_ been there."

Now it was Clark's turn to snort. "This is your idea of a pep-talk?"

"Hey, if it works…" Logan said, shrugging. "Point is, we've all got our way of copin' – you bury yourself in work, I get trashed and mess up a joint – but sooner or later, you gotta get over it, or you'll go _nuts_…"

"…like throwing a Nova Javelin at someone?" Clark snapped. "Like becoming the very thing I fight against..?"

Logan's eyes narrowed. "Now you _listen up_, boy," he snarled. "I've _seen_ things that would make your hair turn white, and likely _done_ things even _worse_ – things I don't even want to _try_ to remember. I _know_ monsters, kid, and you _ain't_ one; you're mopey and you're pissed about it, and that's fine. You're entitled, so just do what you have to do and _get over it!_"

Clark glared back at him…before he stood up. "I think I'll go play some pool."

"Suit yerself."

After dropping a few dollars for a pool-cue, Clark walked to an empty table, and started to set up; readying his shot, he was about to break…before he groaned. "What do you want, Fury?"

Chuckling darkly, Nick Fury – in civilian clothing – walked up, holding his own cue. "I'm surprised to see _you_ here, kid."

"Yeah, well, life's _full_ of surprises," Clark muttered, taking his shot, breaking the collected balls. "Solid #1, left corner-pocket." With that, he took the shot.

Fury nodded as the ball rolled into the pocket. "Guess I'm stripes."

"Guess so."

Strolling around the table, Fury tried to pick the best shot. "You know, Kelly was up in arms after your little light-show up north."

Clark frowned. "Gee, I wonder who could have told him?"

"The same guy who told him how bad an idea it was to go after you," Fury answered. "'Course, if there had been a S.H.I.E.L.D. contingent posted there…"

"You mean, assuming _Namor_ wouldn't kick you out?"

Nick chuckled. "Point taken." He lined up his shot. "Striped #1, right middle."

Clark arched an eyebrow as the shot missed. "Your aim needs work."

"Damn depth-perception," Nick groused. "Still, you could've told us about those 'Nova Javelin' gizmos; they'd be one _hell_ of a deterrent…"

Clark scowled. "And what do you suppose would have happened if I _had?_"

Fury met his glare. "You got something to say, kid…you _say_ it."

At that, Clark looked him straight in the eye. "Alright, then," he said. "The first time we met, you said you didn't trust me completely." His eyes narrowed. "Well, General, to be perfectly frank, after what I've seen of you…_I_ don't trust _you_ at _all._"

Fury blinked for a moment…before he smiled. "Kid, that's the _smartest_ thing you've said, all year."

Clark grimaced. '_More's the pity._' He lined up his shot. "Endgame," he announced, before taking it.

Like clockwork, the solid 2-ball glided into a pocket; then the 3-ball landed in another one…then the 4-ball; in a perfect geometric cascade, all the solid balls landed in pockets, ending with the 8-ball.

Fury scowled. "You could have done that at any time, couldn't you?"

Clark shrugged.

"Well, why didn't you before?"

Clark chuckled. "Answer that, General, and you'll know why you and Senator Kelly are wrong about me." With that, he laid his cue on the table, and walked out of the bar.

"Dammit, Fury, you just _had_ to run the kid off, didn't you?"

Sighing, Nick turned to face Logan. "Nice to see you, too, Jim." He raised his hands. "Truce, alright?"

Logan scowled, but he nodded. "Why are you here?"

"What, can't an old soldier take a night off?" He nodded towards the table. "Game's already paid for."

Logan smirked. "50 bucks and a keg says I whoop your ass."

"You're on." With that, the two old soldiers headed towards the pool table.

XXXXXXXX

_North Pole_

The Fortress was immaculately silent as Clark finished up his errands in his old sanctuary, ending with him returning the Sword of El to its rightful place in his ancestor's hand.

His ancestor.

That thought made Clark look upon Von-El's monument with sadness; he was supposed to be the Head of the House of El, Von-El's heir.

Some heir he was. He'd cut off a man's _hand_; he'd used a _Nova Javelin_, for Rao's sake. '_Von-El must be spinning in his grave…or at least what's left of it…_'

"I thought you'd be here."

Turning, Clark found Kara standing behind him. "I like to come see him, sometimes," she said. "I like to think about what he'd be like; what he'd think of us." She smiled sheepishly. "Well, maybe more of what he'd think of you…"

"I already know what he'd think," Clark said glumly. "He'd be horrified and ashamed."

Kara's eyes went wide. "_Why?_"

Clark was incredulous. "Why? Kara, I cut off a man's _hand!_ I used a _Nova Javelin_; I could have annihilated half the planet!!" His face twisted in anguish. "I…I _burned_ off my friend's chances of regenerating his hand…"

"You _saved_ Arthur's _life,_" Kara corrected. "You made _every_ effort to resolve the matter peacefully, and when you were pressed into action, you took every precaution, every restraint you could." She smiled. "You say Von-El would be ashamed…but _I_ say he'd be _proud_ to have an heir like you." With that, she hugged him. "Just like _I'm_ proud to have a _cousin_ like you."

Clark smiled, as he returned the hug. "Thanks, Kara; I needed that." And he _had_; he'd needed reassurance that he was still a worthy heir to the House of El – to Von-El's legacy.

_His heir…_

Kara's inquiry stirred him from his thoughts. "Can we fly home, Kal?"

"Sure," Clark answered. "Just…give me a minute." As Kara hurried outside, Clark moved to a console. "Fortress: bring up DNA unit coded as 'W-Gene.'" Instantly, a holographic image of a section of multi-helical Kryptonian DNA appeared. Placing his own hand on the console, he added, "Initiate full genome-scan and cross-reference."

"_Initiating scan…done. Match found; 93 percent genetic similarity located._"

Clark's expression was thoughtful as he saw the same DNA-strand that had helped Von-El end the Age of Wars in his own genome. He had the W-Gene.

He truly _was_ Von-El's heir.

Removing his hand from the console, Clark turned, and headed out after Kara, to head home.

Life really _was_ full of surprises.

XXXXXXXX

_Xavier Institute_

It was well after twelve by the time a _very_ hung-over Logan staggered back into the Institute. '_Ugh…that's it, I'm never playing a drinking game against someone with the Infinity Formula, ever again…_'

"I take it you had a pleasant evening?"

Turning, Logan found Madelyn, clad in an alluring, skintight violet tank-top, a pair of _incredibly_ sexy, tight black pants, and an equally alluring smile. "Had worse," Logan answered. "You?"

Madelyn shrugged. "I suppose," she pouted. "I often like to spend my after-mission hours enjoying a nice, cool drink with a nice, warm person; so far, I'm only batting 500."

Logan arched an eyebrow. "You've got someone in there?"

Madelyn's smile turned feline. "Not _yet._"

Before Logan could answer, he was suddenly yanked off his feet by an unseen force…_right_ into Madelyn's lips.

Logan's eyes went wide as he responded by sheer reflex. '_Wow,_' was his only thought, followed by, '_Damn, this lady cam kiss…_'

After a good few minutes, they finally came up for air. Madelyn smiled, her tone breathy. "Wow…all that and a nice kisser, too…"

Logan caught his breath. "You ain't so bad yourself, lady."

Madelyn's smile grew. "I'm going to bed, now," she said, walking further into her room. After taking a few steps, she looked over her shoulder. "Aren't you coming?"

For a moment, Logan's fuddled brain was stuck between thoughts…before he smiled. '_Eh; what the hell._' With that, he followed Madelyn inside, as she telekinetically closed the door behind them.

XXXXXXXX

_Author's Note: In case anyone's curious, yes, I borrowed the Nova Javelin concept from Kevin J. Anderson's awesome book, "The Last Days of Krypton," which is an awesome read that I highly recommend! Enjoy!_

_Coming Soon:_

_As an old friend returns to the fold, our favourite weather-witch gets a blast from her own past, when a crisis draws our heroes far from their home-shores…_

_Amidst this, Alison finds herself in jeopardy, as a conspiracy threatens both her and her Man of Steel…_

_Lines will be drawn, as Clark and Lex's friendship is tested like never before…_

_Be there, when the "Rumble in the Jungle" begins…_


	29. Rumble in the Jungle

CHAPTER TWENTY-EIGHT: RUMBLE IN THE JUNGLE

_North Pole, April 23, 2009_

Behind the impenetrable barrier of the Fortress of Solitude, silence reigned unchallenged, save for the imperceptable hum of its quantum processors, as its master worked diligently through the night.

In the Fortress' main laboratory, Superman stood over a crystal console, his face glowing blue from the reflected light of the holo-interface as his hands flew over the crystals, sparing an occasional glance towards the deathly still form lying on a bench behind him. '_Hang on, old friend; it won't be long, now…_'

His narrowed gaze refocusing on the luminous swirl of complex equations and algorithms, Superman finished the last of his corrections, entering the last of the new programming needed to let his patient handle the new hardware…before he simply stopped, waiting; like magic, the overall program shifted and swirled like an ocean current, accepting the new programming like a transplanted organ. Superman smiled at the sight. '_Not bad, for a guy who's gone without sleep for a month!_'

That thought brought him back down. He really _did_ need to get some sleep; it was just that every time he'd tried, over the last week, if he hadn't immediately thought of Ali, the notion of him being W-Gene positive had kept him up, along with Kara's theory that his mood was a result of a broken empathic link.

Between all of that, he just hadn't been able to tell the others about his little 'discovery.'

"_Alert: incoming transmission. Commencing authentication…done; transmission identified as Bridget Blaire. Respond?_"

The Fortress' alert came just as Superman was uploading the modified program into a storage-crystal. "Of course!" he exclaimed. As the Fortress put the call through, Superman tried to put a smile into his voice. "Hey, Mrs. Blaire."

"_Oh, thank heavens you're still up, Clark!_" came Bridget's lilt. "_I just wanted to…see how you were doing…_"

Superman chuckled. "Did my Ma talk you into checking up on me?"

"_She didn't have to, mister; what's this I hear about you not sleeping?_"

Superman sighed. "That lady does _not_ fight fair."

"_Says the little boy who used to X-ray his Christmas presents._"

An involuntary smile crossed Superman's face. "Point taken," he relented. "_Really_, Mrs. Blaire, I'm _fine…_"

Bridget's tone turned worried. "_Then…there's been no word?_"

Superman's expression matched the one she had to have been wearing. "No, ma'am; none of us have heard from Ali."

"_But…s-surely you can do something, Clark! There has to be some way to find her! Carter, my husband, and I are worried sick, and Jenny is just __**beside**__ herself! Can't you use that crystal cabana of yours to..?_"

"Don't you think I've _tried?_" Superman admitted. "Bridget, one of the things I taught Ali in her lessons up here was how to evade detection, even from the Fortress; darn it, I even put a signal-scrambler in her belt!" He chuckled dryly. "I guess I taught her _too_ well."

Bridget sighed. "_I'm…I'm sorry, honey; it's just…we're all so…_"

"You don't have to explain," Superman whispered. "_Trust_ me, you don't."

He could hear Bridget's faint smile over the line. "_Okay, Clark; I won't keep you any longer. Just…take care, alright?_"

"I will, Mrs. Blaire. Good-night."

As the transmission ended, Superman sighed, leaning over the console, his hand going to his head, trying to drown out the waves of anguish that conversation had brought back. Just _thinking_ about her made him literally _ache._ '_Alia…_'

Shaking his head, Superman stood up, his expression going neutral. He couldn't think about that; if he started down that well of despair, he'd never climb out. He had to keep going _forward._

With that thought, Superman clipped the storage-crystal to his belt, before walking towards the bench, and lifting the lifeless crystal shell over his shoulder. His errand complete, Superman ordered the Fortress to lock itself down for the evening, and then turned, flying outside and over the Arctic Ocean, heading for home with his passenger.

At least he could help _one_ person he'd let down.

XXXXXXXX

_Xavier Institute_

The silence of the night was broken by a soft feminine giggle, as Scott's bedroom door opened, letting Jean, clad only in her light rose lingerie, stepped out, turning back to kiss her boyfriend, clad in a pair of loose blue slacks, along with his night-goggles. "Oh, _God_, Scott, I can't _tell_ you how much I needed that."

Scott grinned, wiggling his eyebrows. "Hey, the night's still young."

Laughing, Jean playfully shoved him. "Oh, you! You're _terrible!_" she teased. "You still have to get up early, remember? We're seeing John and Clarissa off?"

Scott smiled. "I didn't forget, Red," he answered. "How could I, when I have a brain-mate?"

Jean laughed again. "You're _really_ asking for it, you know!"

Scott laughed back…but his laugh died as he heard something. "You hear that?"

Jean nodded, her expression grave. "Someone's in the halls; it sounded like it came from Logan's room." With that, the two of them quietly darted through the halls, heading towards their teacher's room.

As they drew closer, they could hear voices – two people talking – the closer they got. Once they rounded the turn, they got a full view: Logan and another person – clearly a woman – leaning closer, the woman whispering something…

Jean's eyes went wide as she recognized the voice. "_AUNT MADDIE?!!!_"

At that cry, Madelyn, clad only in a violet nightgown, leapt away from Logan with a cry of alarm. "J-Jean Elizabeth Grey, what do you think you're doing?!" she exclaimed. "Sneaking up on people in the middle of the..!"

"What am _I_ doing?!" Jean cried. "What are _YOU_ doing?! Were you and Logan about to..?!" Seeing Logan in his boxers, she quickly turned around. "Have you two been..? What were you..?!"

Logan snorted. "Now, Jeannie, do we have to give you the talk, again?"

"_LOGAN!!!_" Jean's shout took everyone by surprise, before her fury bore back down on her aunt. "Aunt Madelyn, _how_ could you do…_that_ just…just down the hall from where I _sleep?!_"

"You aren't much of one to talk, young lady," Madelyn retorted. "You think I don't know what you and Scott were doing, just now? What would your mother think?"

Sensing that Jean was seconds away from exploding, Scott piped up. "Logan, Madelyn is Jean's _aunt_," he reasoned. "How could you do this to her?"

Logan's expression was sardonic. "Look, One-Eye, if you knew the things she did with her TK, _you_ wouldn't kick her outta bed, either."

Scott was about to retort, but a blissful memory stalled his train of thought. '_If it's anything like what Jean did, then I can't blame him…_'

'_**SCOTT!!!!**_'

Scott grimaced. '_Sorry…_'

Sighing, Madelyn looked her niece in the eye. "Jean, I've spent a good chunk of my _life_ working at a job with little-to-no-chance at a social life; I'm bloody _entitled_ to some wild, vine-swinging, monkey-sex, thank you very much!"

Jean looked ready to _collapse._ '_Wild, vine-swinging, monkey..?!_'

A polite cough cut off Jean's thoughts, to her relief. Slowly turning, she, along with the others, found Superman staring at them. Jean smiled sheepishly. "Uh…t-this isn't what it looks like..!"

Superman just held up his hand. "I don't _know_ what's going on," he said simply, "and I don't _want_ to know." He sighed. "I was _going_ to get some sleep…but I think I'd get more peace and quiet on patrol." He turned to go.

Madelyn spoke up. "Look, Kal, we can keep the arguing down..!"

"_Wasn't_ talking about the arguing, Pryor." With that, he darted off.

Jean scowled. "Nice going, Aunt Maddie!"

Madelyn rolled her eyes. "Oh, like this is _my_ fault..?"

She was cut off as Logan took her by the shoulders, starting to lead her back to his room. "This never happened?"

Scott had the same idea. "_What_ never happened?" With that, both he and Logan led their protesting paramours back to their separate rooms.

XXXXXXXX

_6:44:58_

_6:44:59_

_6:45:00_

_Initiating start-up…_

As his internal clock activates its alarm, Mark's optics popped open, his sole extended nano-fibril detaching from the wall-socket as he sat up in his cot, quickly assuming his uniformed state before heading out, his circuits practically _arcing_ with excitement…

"I figured you'd be up at this hour."

Looking over his shoulder, Mark smiled as he saw Tinya there, also in uniform. "_Good morning, Tinya,_" he greeted. "_I hope I did not wake you._"

Tinya shook her head. "After what Kal told us, yesterday, I'm surprised you weren't camping outside the sick-bay!"

Mark chuckled. "_I just wanted to be there when Kal reinitializes Kurox's program._"

Tinya arched an eyebrow. "Eager to have another A.I. around the house?"

Mark looked sheepish. "_It's a bit more complicated than that,_" he admitted. "_Kurox was Jor-El's first A.I. – much of Brainiac's baseline code is based on Kurox's program, although Kurox has limiters that dampen his data-upload routines. In essence, Kurox is Brainiac's older brother…_"

Tinya started to follow his logic. "…making him your _uncle._"

Mark nodded, before his expression saddened. "_To be honest, I am equally apprehensive about this,_" he added. "_Once Kurox learns of Brainiac's rampancy and betrayal…_"

Tinya looped her arm around his. "He won't hate you, Mark," she assured him. "He's already seen you in action, remember?" A lovely rosy tint crossed her porcelain face. "He'd have to be _nuts_ not to be impressed."

Mark felt his voltage spike at that compliment, which doubled as he realized how close their faces were. Guided by some unnamed directive, he felt his face inch closer to hers; feeling the same impulse, Tinya did the same, her pink lips opened invitingly…

_Alert: structural integrity critical._

Mark wanted to scream as the lower half of his face literally _melted_, pooling around his feet; this was the _third_ time this had happened, now…

Tinya was stricken. "Oh, God, Mark, I'm so sorry!"

Mark could only sigh to himself as he re-formed his face. "_It is alright, Tinya,_" he said flatly. "_We should proceed._" With that, the two of them hurried along to the infirmary.

By the time they got there, Kal had already set up Kurox's shell on a medical cot, going over some last-minute calculations on a crystalline laptop, with the Professor, Ororo, Logan, Madelyn, Scott, Jean, and Kara looking on. Taking a second look, however, Mark observed that only Kara and Professor Xavier looked really interested in Kal's computations; Logan and Madelyn looked somewhat uncomfortable, Jean looked mildly angry, while Scott just looked uncomfortable. Turning his focus on the inactive Kurox, Mark noted that his exo-structure was significantly bulkier – his lower frame was the same, but his upper carriage was broader, with large crystals adorning his shoulder-joints. Clearly, these were Kal's adjustments to Kurox's outer hardware.

Tapping a few keys on his console, Kal finally smiled. "Okay, we're good to go!"

Logan arched an eyebrow. "So he's not gonna go psycho on us?" he asked. "'Cause after all the upgrades you made to him, Flyboy…"

Jean's eyes narrowed. "I think Kal knows _way_ more about science than _any_ of us, Logan…_especially_ you."

Madelyn looked stricken at that. "Jean…"

Jean promptly looked away. "_Not_ speaking to you."

Scott gulped. "I hate to say it, Jean, but Logan _did_ have a point," he spoke up. "Kurox has been out for quite a while; can we be sure he's gonna take being switched on well?"

"You can all relax, guys; Kurox'll be fine," Kal assured everyone. "I've checked and double-checked his core A.I. and memory-banks – as soon as he boots up, he'll refer to his memory-core, recognize me, Kara, Scott, and Jean, and request further instructions."

Kara looked worried. "So he'll _definitely_ remember us?"

Kal nodded. "I'm sure of it, Kara."

Scott managed a nervous chuckle. "Must be nice, having memories stored as files," he commented. "I can think of a few things I'd like to erase, up here…"

Ororo arched a snowy eyebrow, which rose further at Madelyn's twitch in expression. "Is something going on..?"

Jean half-glared at her aunt. "Well, Aunt Madelyn? Would _you_ care to answer that?"

Charles quickly interrupted the awkward moment. "Perhaps this could wait until after our newest resident is up-and-running," he suggested.

"_I concur,_" Mark agreed. "_Query: what additional hardware did you utilize in repairing Kurox?_"

"Well, I'd say I reworked him from the ground up," Kal answered. "In addition to his standard state here, I gave him three additional states: a flight-based state for fast transportation, capable of reaching Mach Three; a purely defensive state that maximizes power-output to his reworked shield-generators, making him a living wall when we're taking fire; and an offense-based state, equipped with mid-range Nanite-Spreaders, a wireless Viral-Projector, and two shoulder-mounted _StarSword_-Class Plasma-Cannons, in addition to his Polaron Stunners."

Logan whistled. "Handy fella."

"I'll say," Tinya added.

Tapping his console once more, Kal morphed it back into a cylindrical crystal. "Okay," he warned, "here goes…" Walking to Kurox's side, he tapped Kurox's chestplate, opening his primary data-port, before he inserted the crystal.

Instantly, holographic glyphs shone up from the port, displaying complex diagnostic data, which began to shift, slowly at first, and then faster and faster, indicating reintegration of the inserted software; one-by-one, the rainbow lights behind his holo-visor began to wink to life, as his positronic brain began to power up, before the holo-diagnostics vanished altogether. Gulping, Kal leaned over the fallen automaton, waiting…

Almost imperceptably at first, Kurox's left hand twitched its index finger…before making a fist.

Kal took a deep breath. "Kurox?" he asked. "Can you hear me?"

With unnatural swiftness, Kurox sat up, his crystal-servos whirring, as he looked around…and eventually settling his gaze on Kal. "_Command Priority recognized; Priority assigned to Master Kal-El. Awaiting further instruction._"

Kara let out a shout of joy, hugging her old caretaker. "Kurox, you're okay!!"

Kurox's flat tone never so much as rose. "_That is correct, Mistress Zor-El,_" he reported. "_Master Kal-El, thank you for reactivating me; awaiting further instruction._"

Kal chuckled. "Right now, Kurox, you'll need to acclimatize; for now, run Level Five diagnostics and begin analysis of planetary database."

That statement caused Kurox to look around, his scanners running. "_Commencing atmospheric scan: chemical composition inconsistent with Argo atmosphere, but similar,_" he observed, before his gaze fell on Charles. "_Analyzing…species match found: human, species designation C1-S3-45682, familiar species name Homo sapiens. Genetic anomaly detected…_"

Charles chuckled. "That is correct, Kurox; I am a human being," he agreed. "My name is Charles Xavier, and I would like to welcome you to Earth." He extended his hand.

Kurox simply regarded it, his positronic brain whirring. "_Earth: third planet of Sol System, noted for atmospheric similarities to Krypton and Argo,_" he said. "_Analyzing gesture…done: handshake, utilized in greeting._" Extending his own hand, Kurox shook it jerkily. "_Greeting received, Charles Xavier._"

Logan chuckled. "Oh, yeah; he'll fit right in."

Standing up, Kal turned to leave. "I'm afraid I'd better head out, everyone. I've got a busy day at work…"

Kurox was instantly on his feet. "_Master Kal-El, I will accompany you; Earth has been designated a Class One planet – extremely hazardous. You are in significant danger…_"

"_Negative_, Kurox. You're staying put." Kal's voice was firm. "I know a lot more about Earth than you do, and having an A.I. dog my steps at work is a bit of an eye-opener."

Kurox was insistent. "_Primary Directive: preserve the House of El and all its members…_"

"I am _not_ in any danger, Kurox," Kal answered. "I am _ordering_ you to stay here; am I understood?"

Kurox was silent for a moment, before he nodded. "_Understood._"

"Good." To the others, Kal added, "I wouldn't wait up, guys; this assignment could take a little while." With that, he headed out.

As Kal left, Jean quickly strode out of the infirmary, followed by Scott. Watching their teammates go, Mark and Tinya shared worried looks, before following them into the nearby corridor. "Guys?" Tinya asked. "What's going on?"

Jean sighed. "We just…" she began, before burying her face in her hands. "Oh, God…"

Scott grimaced. "Last night, we saw something we _never_ expected to see."

"Does it have anything to do with Logan and Madelyn's latest midnight rendezvous?"

Ororo's voice took them completely by surprise, as the Institute's resident wind-rider walked up to them. Noticing Jean's reddened face, she lightly smiled. "It does, doesn't it?"

Scott grimly nodded. "How long have you known?"

"Several days," Ororo confessed. "I was returning from a late-night trip to the kitchen when I saw them." She shrugged. "Still, I suppose it wasn't completely unexpected; Madelyn has been making eyes at Logan since she arrived…"

Jean threw up her hands in disgust. "Look, Ororo, I know you're trying to help, but…I just…I can't _deal_ with them, right now!"

Ororo smiled gently. "Then perhaps a little getaway is in order?"

Scott arched an eyebrow. "You had something in mind?"

Ororo nodded. "Ever since T'Challa and I had our little date at Alison's concert, I've had a standing invitation to come visit him; it would be easy enough for me to call and arrange for transportation."

Tinya smiled. "Either a vacation or a day at home dealing with your aunt's new main-squeeze? I know what _I'd_ pick…"

Mark nodded. "_Unfortunately, I cannot accompany you; with Kurox still adjusting, someone with a similar perspective should remain on-site._"

Scott started to smile. "Sounds like a plan," he said. "Jean?"

Jean looked thoughtful at first, before she, too, smiled. "Oh…why not?"

XXXXXXXX

_New York Airport_

"Peter, I'm worried about Clark."

As he and Chloe walked into the airport, Chloe towing a small carry-on, Peter suppressed a gulp as he adjusted his backpack. "What makes you say that, Snoopy?"

Chloe gave him a semi-annoyed stare. "Haven't you _noticed_ how moody he seems, lately?" she pressed. "How he barely smiles? He's been that way for about a _month_, now!"

'_Okay, think fast, Parker…_' Peter thought. "Hey, maybe he's just buggin' about his dissertation, right? That's gonna be due, soon!"

Chloe shook her head. "Dissertations aren't due for another month, Peter, and even then, that doesn't explain what's eating Clark – he's always been a whiz-kid when it came to schoolwork!"

"Well…maybe it's girl trouble," Peter offered. '_And boy, is it ever…_' "Maybe some chick stood him up once too often?"

Chloe frowned. "It had better _not_ be, for _her_ sake; if some hussy _did_ break Clark's heart, she'd better _watch_ it!"

Peter suppressed a chuckle. "So, where exactly are these two kids we're supposed to meet?"

Chloe's eyes narrowed as she looked around. "They should be here by…_there!_" she exclaimed, hurrying off. "Mr. Irons, Ms. Redmond! Chloe Sullivan, Daily Bugle!"

Quickly catching up to his partner, Peter found Chloe talking to two teenagers, a boy and a girl, both carrying tote-bags. "I'm guessing you're the reporters from the Bugle we're supposed to meet," the guy said.

Peter chuckled. "You can think of someone _else_ who'd attack you with a notepad?"

Chloe stuck out her tongue at him. "Go clean your lens, camera-boy."

The guy laughed. "I'm John-Henry Irons," he introduced, before gesturing to the girl, "and this is Clarissa Redmont."

Clarissa blinked. "Wasn't there supposed to be three of you..?"

"Uh, yeah," Peter answered quickly. "Clark's taking another flight. He'll meet us there."

Chloe arched an eyebrow. "First _I'm_ hearing of this…"

"I know; Clark phoned me just before I got here," Peter continued. "Last-minute scheduling on JJ's dime, remember?"

Chloe shrugged. "True." Turning back to John and Clarissa, she added, "So, tell us: how does it feel to be the first two students from New York to be accepted into Wakanda's Royal University?"

Clarissa beamed, hugging John's arm. "Like a dream come true!" she exclaimed. "The Royal University is one of the most prestigious schools in the entire _world!_ Their medical school is second-to-_none!_ We were both honoured just to be _considered_ for it, let alone granted full _scholarships!_"

John chuckled. "Easy, 'Rissa; I'll be excited once we've touched down in Wakanda," he said. "I want to believe that His Majesty's cargo-clearance is on the level, but with the way airport security is, these days…"

"Transporting something big?" Peter inquired. "A research-project?"

John smiled sheepishly. "Something like that."

"Oh, don't listen to this big worry-wart," Clarissa teased, playfully poking his side with her elbow. "Everything's going to be _fine_, unless we miss our flight; we need to get moving!"

As John and Clarissa hurried further into the airport, Peter and Chloe could only run after them, while Peter fought down a growing unease. '_Did she HAVE to jinx this trip like that?_' he quietly lamented.

Everything was _seldom_ fine, in his line of work; his luck just didn't run that way.

XXXXXXXX

_Houston, Texas_

The morning air over Houston was pleasantly warm, if a bit dry, as the city's many Internet cafés opened for the day, allowing the handful of morning patrons in – school was in session, so its younger patrons wouldn't be by until later in the day.

At one particular café, however, the owner was mildly surprised to see a young woman walk in with the regulars; thinking nothing of it, the owner went back to his work, cleaning the counter, as the young woman, clad in jeans, a blue sweater, shades, and a red baseball cap that covered her hair, save for the long blonde ponytail that crept out the back, sat down at a computer.

Peeking her blue eyes over the rim of her shades, Alison thanked her lucky stars that nobody had recognized her – even though the most these older people would have likely done was ask for an autograph for their kids – before taking out her belt-computer from under her sweater, and clipping it to the computer's USB-port. '_Good thing I picked up wearing my uniform under my clothes from Clarkie…_'

She still had to choke back a sob at the thought of him. '_Okay, focus, Blaire; that's why you're here – to figure out what the deal is with you…bingo!_'

Her mood quickly brightened as her hack slipped through S.H.I.E.L.D.'s firewalls, bringing up the data confiscated from the Galatea installation – the only good thing about that day was that her _tausha_ and the others had hit so hard and so fast that her "mother" and Sinister hadn't had time to delete their files. '_Sorry, General Fury, but I need to see what 'Mommy Dearest' has been up to…_'

With that, she delved into the files, skimming through the budget reports, the supply requisitions, until she came to the research files…and felt herself barf in her mouth as she read the very _first_ few files.

_Seven._ Madam Hydra had given seven of her in-utero fetuses over to Essex's sadistic clutches; seven innocent lives had been sacrificed to their twisted science.

She would have had seven brothers or sisters.

Her hand trembling, Alison skimmed to the next file, the one that described her own "modifications," now that Sinister had perfected his technique. After taking a few minutes to read over his method – she didn't completely understand how it worked, since she was no geneticist – she took a deep breath, and continued on.

To her surprise, Alison found that the changes to her DNA were pretty much exactly as Madam Hydra had described, aside from the amplification of her Kryptonian DNA and insertion of her X-Gene. Her hair had been a few shades darker than it was now, and her eyes had initially been blue-green; in addition to that, her mother had taken hormonal supplements, allowing her to grow a bit larger before birth, and thus predisposing her to _lose_ weight rather than gain it.

Skimming down, Alison found that large segments – larger than normal, at least – of her genome were non-coding sequences – DNA that didn't code for anything, likely leftover viral DNA; she supposed that made sense, since Sinister would have likely used viruses to introduce the needed genetic changes. All in all, aside from the tampering she knew about, her DNA looked pretty clean – no major changes or Frankenstein-esque transformations were looming…

_Alert: intruder detected. Initiating trace…_

Alison's initial relief was replaced by horror as she saw that message; she'd lingered in S.H.I.E.L.D.'s database too long. Fighting down panic, she yanked out her belt-computer and logged out, before bolting out into the street…

"Miss Blaire?"

Alison froze at the sound of her name, before she slowly turned to spot two men, in black suits and shades, walking towards her…both with an eagle-insignia pin on their collars. "Look," she said, raising her hands, "I know this looks bad, but I didn't look at anything related to our country's defence, so if you can just call General Fury, we can get this cleared up…"

"We don't report to General Fury, ma'am," one said. "I'm afraid you're going to have to come with us…"

_That_ made Alison's eyes go wide. "Yeah…" she began, "…I'm thinking…_no way._" With that, she took to the sky, racing for open air…

The other agent shouted into his cuff-link. "She's running!! Strike-Team One, Grab-Team Two, move in!!"

Alison had barely cleared the city-line when a black helicopter darted into her flight-path, letting loose a salvo of missiles. Frantic, Alison fired two sweeping hard-light beams, slicing apart all but one missile, which barreled towards her, giving her barely enough time to raise a barrier before it impacted, engulfing her in an explosion.

Wincing as the blast hit, Alison felt her shield absorb most of the explosion before it shattered, sending her falling towards the ground, forcing her to raise another shield to blunt her impact, as she hit the concrete with a terrible _crack!_ Groaning, Alison stood up, clad in tattered remnants of her street-clothes, her uniform showing underneath; before she could even clear her head, two black vans raced towards her, stopping to let a dozen more agents burst out running, armed with high-caliber rifles and heavy-duty cuffs.

Fully frantic, now, Power Girl took off at top-speed, flying south towards the border; if she could clear U.S. airspace, these stooges would have no choice but to turn back..!

She was just a mile away from the border when another chopper – obviously having anticipated her move – swooped in ahead of her. Narrowing her eyes, Power Girl accelerated towards it, ready to pull away at the last second and throw them for a loop..!

She never got the chance, as a sickening sensation wrenched through her, robbing her of every ounce of energy, sending waves of pain racing up and down her spine and branching out.

_HLF._ These stooges had access to _her_ Kryptonite.

As Power Girl started to fall, her strings cut, the chopper fired a spherical projectile attached to a cable; the sphere quickly burst open, expanding into a rubbery sheet with four weights at the corners. The second it impacted her, the sheet wrapped around her mercilessly, sealing her inside a stretchy cocoon, before it squeezed tight, making her gasp for breath.

As Alison struggled in her prison, she felt herself being lowered to the ground, before she heard muffled voices through the cocoon. "We've got her, Director."

"Excellent: transfer her to Cadmus Base, and be sure to use the sonic weapon again if she starts acting up."

'_Cadmus Base? What..?_' Alison thought, before her brain started getting fuzzy – she could barely breathe. Desperately, Alison fought to stay awake, but she couldn't, as she simply blacked out…

XXXXXXXX

_Pacific Ocean_

'_Darn it, I knew I shouldn't have stopped for that coffee! Now I'm late..!_'

As he flew over the Pacific Ocean, heading towards Africa with his traveling backpack over one shoulder, Superman's thoughts were harried as he raced towards Wakanda; he'd had to "reschedule" his flight plan after Flash had hailed him to help deal with a flood in Newfoundland, and, feeling a bit drained, Clark Kent had stopped in a local shop for a coffee, putting him several minutes behind. '_Superspeed, don't fail me, now..!_'

The beeping of his communicator interrupted his grim thoughts; checking it, Superman quickly flipped it on. "Lex, this really isn't the best time..!"

"_No problem, Smallville. I just wanted to check in, and see how you were doing._"

"I'm fine, Lex."

Lex snorted. "_Not from the way your Mom and Mrs. B. tell it, you're not._"

Superman groaned. "_Rao,_ is _everyone_ going to pester me about this?"

"_Hey, you know how your Mom is, Smallville!_" Lex defended. "_Look, I've been on the receiving end of my fair share of dumpings, as well as the giving end, and it's no fun, either way; I __**get**__ it. You want my advice?_"

"Do I have a choice?"

Lex chuckled. "_Probably not._" His tone turned serious. "_My suggestion is to get right back on the horse; I still have my little black book from before I met Lana. I haven't used it in a while, but I'd be more than willing to help a pal out…_"

Superman rolled his eyes. "I appreciate the sentiment, Lex, but I'm not looking for a quick fix. What Ali and I have – _had_ – can't just be replaced."

Lex sighed. "_Suit yourself, Clark; my door's always open._"

"I know, Lex; thanks," Superman answered. "I'll talk to you later." With that, he ended the call.

The ocean blue quickly turned to rainforest green as the African continent blurred by. Breathing a sigh of relief, Superman lowered his altitude, coming in under radar – there was no sense in alarming any of the locals – as he spotted a Wakandan private jet, approaching the main airport…

His eyes suddenly went wide as his hearing picked up the telltale sound of rockets launching; scanning the horizon, he quickly spotted over a dozen missiles blazing towards the airport…as well as the plane..!

Eyes narrowed, Superman raced towards the projectiles, his eye-rays blazing. In seconds, he had taken out three of the missiles, incinerating them into dust before they could even detonate; as he closed, a fourth missile altered course, heading straight for him. Superman braced to catch it, but it detonated before it even hit him, dazing him as the other eight blazed past. Recovering quickly, Superman raced after them, firing his eye-rays, and managing to take out two more.

By then, the Wakandan anti-air net had picked them up, and opened fire, felling three more missiles. Darting past the web of friendly fire, Superman pierced two more, but missed the last one, as it raced towards the plane, getting too close to risk detonating it with his eyes. Grimacing, Superman doubled his speed, trying to catch it…

…but he needn't have bothered, as a cluster of mini-tornadoes streaked down from the clouds, forcing him to dart to the left to keep a fix on it, before one engulfed it and sent it spiralling away from the jet, its target-lock gone. As the missile circled blindly, Superman fired one last eye-ray, destroying it.

Breathing a relieved sigh, Superman switched on his communicator. "Storm?"

A familiar laugh answered him as the tornadoes vanished. "_I hope I didn't make you airsick with my little turbulence._"

Superman shrugged. "I'll manage."

"_I know,_" Ororo answered. "_Well, after that, I'm sure the Wakandan military may want to express their gratitude…_"

"Well, you'll have to give them my best; I'm running late," Superman said. "I'll see you on the ground, 'Ro; Boy Scout out." Switching off his communicator, Superman flew back under radar, scanning the city-line for an ideal spot…and then dropping altitude.

Clark Kent's flight had just arrived.

XXXXXXXX

_Undisclosed location_

"Sir, we have reports coming in from our advance scouts; the remote missile-attack was a failure."

In his cell's mobile command-post, hidden deep in the heart of the Wakandan rainforest, the man once known as N'Jadaka turned to face his top lieutenant, stepping out of his command-tent, his dark skin glazed from the sweltering heat through his combat fatigues, lifting his shades onto his forehead, just below the roots of his dreadlocks. "Were my orders unclear?"

An additional bead of sweat trickled onto the teenager's face from under his black beret. "No, sir," he answered. "We simply did not anticipate interference from the Kryptonian."

"Ah. The Kryptonian." His commander gave a nonchalant shrug. "No matter; we only intended to distract T'Challa's forces. By the time they discover our launcher, our men will have returned with the cloaking device."

"Yes, sir," his lieutenant agreed. "Your orders?"

"Assemble the troops; we march on Panther City within the hour," was the reply. "Now go."

Watching his lieutenant go, he quickly returned to his tent, finding the specialized communicator his contact had given him, and activated it. "It is nearly time."

The garbled response that came back hardly sounded human. "_Excellent; once the Panther-King begins pursuit, proceed to the coordinates I gave you._"

"I have seen the coordinates, my friend; nothing is there." His eyes narrowed. "I hope that you do not plan to betray me…"

"_Do not question me, rebel; I have upheld my end so far – were it not for my technology, T'Challa would have routed you easily._"

The commander's fist clenched. "I could have _easily_ defeated him in single combat."

"_We shall see, rebel; for now, you proceed as planned. Follow my directions, Killmonger, and we shall both achieve our objectives. Out._"

As his contact ended the transmission, Erik Killmonger could only scowl; his unknown ally was infuriating, but necessary. The cloaking device had been invaluable, though his handful of engineers had been unable to determine how it worked. Whoever he was, his source had access to incredible technology, more than sufficient to defeat T'Challa.

Erik's eyes narrowed at the thought of his hated rival. Under T'Challa, Wakanda was a _shadow_ of its ancient grandeur; in old times, this country had been the undisputed _superpower_ of the African continent – not even the imperialist settlers had _dared_ to cross it…and now, it made _treaties_ with the Westerners. The so-called "Royal Family" had betrayed Wakanda – betrayed Bast _Himself._

The Panther Clan's time was done.

He would make _sure_ of it.

XXXXXXXX

_Panther City, Wakanda_

The sun was high over Panther City as Scott, Jean, and Ororo emerged from the airport. To call Wakanda's capital idyllic would have been an understatement: it was as if the city had been wedded to the land itself, rather than simply burying it. Numerous mini-groves of exotic trees dotted the landscape at regular intervals, livening the sturdy grey stone of the numerous skyscrapers, marked with both plexiglass and ornate carvings etched into the stone. The city itself rested in a deep valley, with numerous waterfalls trailing down from the mountains, several of which were marked by hydroelectric plants.

Scott was utterly flabbergasted. "_Whoa…_"

Ororo softly chuckled. "I know," she agreed. "The last time I was here, not even _half_ of this was built."

Jean was silent as she took in the city-scape. "This is…_definitely_ an ideal place for a getaway," she admitted, before sighing. "I just wish it hadn't taken _that_ horrifying scene to make us come…"

"I swear, I am going to _strangle_ him!"

The sound of that familiar voice drew their attention towards an adjacent disembarking-zone, in time to see an irate Chloe and a nervous Peter walk into the main lobby. "Ms. Sullivan, Mr. Parker!" Ororo greeted.

Seeing them, Chloe managed a weary smile. "Oh, hello, Ms. Munroe, Scott, Jean," she said, before she frowned. "By any chance, have you seen a certain glasses-wearing, two-left-footed, constantly-tardy goofball that calls itself my partner, have you?"

Scott suppressed a chuckle. "Can't say we have."

Peter quickly jumped in. "Chloe, Clark _told_ us he was getting a different flight; maybe it just hasn't gotten in, yet…"

"He told _you_ that, Peter," Chloe answered irritably. "From what I'm seeing, this is just another one of his mysterious 'disappearances'; him doing it in New York is _one_ thing, but we are on _assignment_ in another _country!_ Right now, John and Clarissa are on their way to the Royal University to meet with _King T'Challa_, and now we're over ten minutes _behind..!_"

"Perhaps I might be of assistance?"

Turning, Ororo smiled as she spotted a young African woman, in her early twenties, clad in a stylish grey suit, her long ebony hair tied back in an elegant braid, standing there, accompanied by four burly guards. "_T'Shondra!_" she exclaimed, walking over to give her a friendly hug. "It's so good to see you!"

The woman – T'Shondra – laughed. "And you as well, Wind-Rider; my brother isn't the same without you!" she teased, before her smile slightly waned. "I only wish you were visiting us at a better time."

Ororo nodded, gesturing to her bodyguards. "So I gathered, if you are taking such precautions among your own people."

Jean blinked. "Your…_brother?_"

Ororo chuckled. "Yes, Jean," she answered. "T'Shondra, these are two of my students, Jean Grey and Scott Summers; Scott, Jean, this is Princess T'Shondra, T'Challa's younger sister."

Scott smiled nervously. "Uh…hi."

T'Shondra smiled, politely nodding. "I am delighted to meet you both," she greeted. "My brother has spoken highly of all of you after his handful of meetings with you."

Chloe nervously waved. "Um…Your Highness?" she asked. "I'm Chloe Sullivan, one of the reporters from the Daily Bugle..?"

"Ah, yes; you came to cover the two students that had been accepted to the Royal University, correct?" T'Shondra answered. "My brother should be there, by now. I was to escort Ororo and her students to meet him, but I would be happy to have you two come along…but wasn't there a third reporter..?"

"That would be Clark, ma'am," Peter supplied. "He had to take a different flight, but he should be here, any minute, now."

Chloe sighed. "Unfortunately, I don't think we can wait, Pete," she said. "Do you _really_ want to keep a princess _and_ a king waiting?"

Peter gulped. "He can catch up." With that, the small group headed outside.

As they strode towards the black vehicles T'Shondra had waiting for them, Peter glanced towards the large, black stone statue of a panther that sat in the centre of the airport square, gazing out at the rest of the city. "Just out of curiosity…what's with the panther?"

T'Shondra chuckled. "That statue, Mr. Parker, is an effigy of Bast, our people's ancient panther-god; we have worshipped him since time immemorial, and the vast majority of us still do."

Peter whistled. "Boy, I bet Clark would love to hear more about that…"

"Chloe, Pete, wait up!"

Turning, everyone saw Clark hurry up to them. "I'm sorry I'm late!" he called. "My flight got in later than I – _whoop!_" His explanation was cut off as he tripped over the statue's tail, landing flat on his face.

The very second he tripped, every Wakandan citizen, young and old alike, stopped _dead_, staring at him. Chloe paled as she noticed this. "Oh, God…oh, _please_ tell me we didn't just cause an international incident..!"

Picking himself up, Clark froze as he saw so many eyes on him. "Uh…sorry…"

The Wakandans just stared at him…and then, one-by-one, they started to chuckle, as if sharing some secret joke, before resuming their routine. Confused, Clark walked over to the others. "Okay…would someone mind telling me what's so funny?"

T'Shondra had been suppressing a giggle at Clark's mishap. "Mr. Kent, I presume?" she asked. "I am T'Shondra, King T'Challa's sister."

Clark gulped. "Oh…wow…Y-Your Highness, I am _so_ sorry about what just..!"

T'Shondra waved her hand for silence. "That is not necessary, Mr. Kent," she said. "You have just, quite literally, stumbled upon one of Wakanda's oldest traditions; I assume you know about the panther-god Bast, correct?" Clark nodded. "My people revere him as a wise and mighty creator and protector…but, from time to time, the kitten in him comes out to play, causing him to play little tricks on those in his lands…"

"…like me tripping over his tail?" Clark inquired.

T'Shondra nodded. "But, since he is a just and merciful god, Bast will always make amends to those he has wronged so," she finished. "That is why, in Wakanda, those who are victim to small misfortunes are said to have gained Bast's favour."

Peter chuckled. "Well, if _that's_ true, Clark has to be the luckiest guy on the _planet!_"

Clark smiled wanly. "Yeah, I guess I _could_ use a little more luck, these days."

Chloe looked stricken. "Clark…"

"Well, I guess I've kept you all waiting long enough," Clark said quickly. "I'm assuming you were headed to the University?"

T'Shondra nodded. "We were just about to leave; you arrived just in time." She arched a silken eyebrow. "It seems you _have_ gained Bast's favour."

Clark shrugged. "I guess so." With that, they all piled into the black SUVs, before heading off to the University.

XXXXXXXX

_Wakandan Royal University_

"Oh, God…I don't know if I can do this, Clarissa…"

As they stood alone in the main physics laboratory of the Royal University, Clarissa could only smile at her boyfriend. "John, you'll do _fine,_" she assured him. "King T'Challa _himself_ expressed interest in your proposal, remember?"

John's expression remained stricken as he continued to pry the lid off his shipping crate. "I know, I know," he answered, "but it's _one_ thing to be impressed on paper; what happens if seeing the Steelskin up-close falls short? I built it out of industrial _junk,_ for Pete's sake..!"

Clarissa laughed. "Yes, you _did!_" she reminded him. "Just imagine what you could have done with _real_ funding and supplies!"

John sighed in exasperation, but another voice spoke up before he could reply. "May I ask what you two are talking about?"

Turning, John spotted a tall, well-built African man, clad in a casual black suit, his dark hair cut close to his scalp. "Sure," John answered. "We were just talking about the presentation I'm supposed to make to King T'Challa."

Clarissa chuckled. "You mean, _I_ was talking," she chided. "_You_ were stressing."

The man arched an eyebrow. "You were worried? Why?"

John stared at him. "You're kidding, right?" he asked. "Making a presentation to a _professor_ would be stressful enough, but I have to make one in front of a _king!_"

The man looked thoughtful. "Well…why not practice it now?" he suggested. "What exactly _is_ your proposal?"

Looking towards his crate, John felt himself relax a little as he pored over what he'd planned to say in his head. "My idea is an experimental exoskeleton to be used by law-enforcement officers," he said, sliding back the cover. "My initial prototype was lost in an…accident, which prompted me to redesign it." As the cover slid off, John gestured to the inside of the crate. "Allow me to introduce the Mark II Steelskin!"

As the man peered into the crate, John allowed himself to smile at the improvements he'd made; the Mark II resembled its predecessor, but it was much more streamlined, making it slightly smaller. Its helm was a bit rounder, like a normal human skull, with a retractable visor over the eye-region, leaving the mouth exposed for easy breathing. Lying next to the armour was another high-tech sledgehammer; he'd liked the idea so much, he just couldn't go without it.

The man nodded. "Impressive," he said, "but where did you obtain the parts?"

"I work part-time at LexCorp, sir," John said. "Part of my compensation agreement allows me access to their garbage."

The man frowned. "Then Lex Luthor helped you develop this?"

John shook his head. "Mr. Luthor just supplied the parts, sir; the idea's mine," he answered. "I even asked him about that to make sure; he said that, since the parts used were garbage, LexCorp had no claim to the Steelskin."

The man nodded to himself. "Good, good," he said softly. "Were you planning on adding any weaponry to it?"

John shook his head. "No, sir; the Steelskin is meant _only_ to aid and protect police officers, and nothing else," he said firmly. "Too many weapons on the streets are half the problem."

"_Very_ true," the man agreed, smiling knowingly. "Well, I'm sure that King T'Challa will find your idea most intriguing."

"That's what _I_ said!" Clarissa exclaimed. "Now we just need to _find_ him…"

"_T'Challa!_"

That call surprised John even more than the sight of Scott and Jean, along with several others, heading towards them, with one of their teachers – Miss Munroe, if he remembered correctly – in the lead, all but flying into the man's arms. "_Ororo??_" he exclaimed joyously. "By Bast, I-I don't believe it! What are you doing here?"

Ororo smiled as she stepped back. "Surprising you, of course!"

The man – T'Challa – smiled back. "Well, I certainly am surprised!" he replied. "I am overjoyed to see you – _all_ of you," he quickly amended.

John and Clarissa were still in mild shock. "You…you mean…you're..??"

T'Challa chuckled. "You said you needed to find Wakanda's king?" he asked. "You already _have._"

Ororo nodded. "It has long been a tradition of Wakandan rulers to walk among their subjects, one which T'Challa has continued," she explained with a smile. "He and his ancestors were so beloved by their people, none would even _think_ of harming him."

T'Challa sighed. "Sadly, I have not been able to do so, lately," he confessed. "My heart always rejoices at your presence, Ororo, but I fear that you have come at an inopportune time."

Scott blinked. "How so?"

Clarissa grimaced. "How can you guys be so calm?" she whispered to Jean.

Jean suppressed a giggle. "This kind of stuff happens to us pretty much once every few weeks."

The other woman answered Scott's inquiry. "Over the past few weeks, Wakanda has been plagued by attacks from a locally-operated rebel militia," she answered. "My brother and I have spent every effort to locate them, but they are somehow able to conceal themselves from us."

T'Challa nodded. "You saw some of their handiwork, today," he added. "We were fortunate that Superman was nearby to assist us."

One of the others – John recognized him as a reporter from this year's science-expo, Clark Kent – piped up. "Have they attempted this type of attack, before, Your Majesty?"

T'Challa blinked. "Ah, Mr. Kent, correct? And Mr. Parker?" Clark and Peter both nodded. "Then I assume this young lady is your colleague?"

The blond girl nodded. "Chloe Sullivan, Daily Bugle, New York."

"Well, Ms. Sullivan, to answer your partner's question, these insurgents have made similar attacks against our infrastructure – power plants, communication hubs, research centers – but never to such an extent," T'Challa answered. "Before, they had been a mere nuisance, but now they have started to escalate their violence, as well as their firepower."

"Could they be receiving aid from an outside source?" Clark inquired.

"I have no other explanation."

T'Challa's sister looked grave. "My brother, it is wise to speak of such things..?"

"It is only the truth, T'Shondra; I will not have it hidden, nor shall I run from it."

Peter gulped. "Sounds like these guys could have done some real damage, today…"

T'Challa's eyes narrowed warily. "No; though the airport-attack could have been tragic, it was not at its peak-activity, at that time. This was likely a diversion, a way to direct our attention from something else…"

_**BOOOOOM!!!**_

The sound of a distant explosion shook the University. "Something like that?" Clark asked.

One of the burly men escorting T'Shondra and the others spoke up. "My King, we have reports of light armour and rebel infantry at the outer reaches of the west gate; they're minutes from breaching the walls!"

T'Challa's eyes narrowed. "Send any available air units to the west gate!" he ordered. "I want a battalion of armour en route, with all available EMS units behind them!" To another of the bodyguards, he added, "Have my armour ready; it is time I _dealt_ with these _terrorists!_"

Ororo frowned. "Not alone, you aren't!"

T'Challa looked ready to argue, but Ororo's expression stopped him. "I suppose it would be foolish to try and convince you otherwise?"

Ororo smiled. "You know me so well."

Clark gulped. "W-Well, I guess we'd better get out of your way…"

"Clark, are you joking?" Chloe exclaimed. "We've got to get out there and _cover_ this..!"

Another explosion echoed in the distance, prompting Chloe to reconsider. "Then again…"

"There are safe-houses in the eastern quadrant of the city; you should be safe there," T'Challa instructed. To John, he added, "We will resume this discussion later." With that, he, Ororo, and the others turned and headed off, while Clark, Chloe, and Peter headed in the opposite direction.

Alone again, John stared at the Steelskin, lost in thought. "John?" Clarissa asked. "What are you thinking..?"

His jaw set, John started to unload the Steelskin. "Help me set this up, Clarissa."

Clarissa's eyes went wide. "Are you _serious?!_" she cried. "John, this isn't like the first time; this is a _war-zone..!_"

"Which means that even _more_ people could get hurt if I don't help," John finished. "This is why I _built_ the Steelskin, Clarissa."

Clarissa looked stricken at first…until she smiled wearily. "You're insane, you know that?"

John smiled back as he continued to ready his armour. "Hey, in _this_ world, who'd ever notice?"

XXXXXXXX

_Undisclosed location_

When Power Girl came to, the first thing she noticed – aside from her monstrous headache – was that she was sitting down, with a single light shining down on her, blinding her to her surroundings. Suppressing a piteous groan, she tried to stand up…and found that she couldn't. Craning her neck over her shoulder, she managed to catch sight of a silver-coloured rubbery material enveloping her hands, binding them together. Looking down, she spotted another glob of the material wrapped around her feet. "What..?"

"Well, it looks like she's awake."

Hearing that voice, Power Girl looked up in time to see three figures walk into the rim of the light: a somewhat stout African-American lady, in a smart violet business-suit, an older man in a General's uniform, and a somewhat gangly, red-haired man in glasses, in a grey suit. Reflexively, she tried to wiggle free of her bonds…

"Don't bother, princess," the general snapped. "That's absorption-material; absorbs sonic vibrations like a sponge. As far as it's concerned, you're as human as _we_ are." A cold smile crossed his face. "And if _that_ fails, we've got HLF-emitters all over this base."

Power Girl blinked in confusion. "Who…who are you?" she asked. "Why did you..?"

"_We'll_ be asking the questions, missy," the gangly guy spat. "I think it's high time you and your boyfriend gave this country some _answers!_"

"Gentlemen," the lady said flatly. "There's no reason we can't be civil."

'_They're with the government,_' Power Girl realized; that much was obvious. "Where am I? Why did you bring me here?"

"That much we can answer, Miss Blaire; this is our main installation, Cadmus Base," the woman answered. "As for why?"

At that statement, a view-screen dropped out of the ceiling, with a map illuminated on it, showing an epicenter over the Arctic Ocean…_right next to the North Pole._ "About a week ago, every seismometer on the planet lit up at _this_ location; it registered as the equivalent force of an _8.5._" she arched an eyebrow. "That alone was worrisome enough, but odder still was the fact that the shockwave originated _above_ the surface, with not a fault-line in sight." Her eyes narrowed. "But the most troubling piece of evidence is that it happened barely a mile from a hot-zone where Atlantis and Lemuria were about to mix it up."

Power Girl's eyes went wide. '_Atlantis and Lemuria…but then that means..!_'

"The official report from S.H.I.E.L.D. came back not even an hour later," the general snapped. "Your boy-toy tossed something called a 'Nova Javelin' at the Lemurians; blew their own doomsday machines to _hell_, and crippled their entire fleet with _one shot._"

_A Nova Javelin._ Power Girl was shocked silent as she recalled what she knew about them; for her _tausha_ to have been pressed enough to use one..!

"Do you _get_ it now, you spoiled little diva?" the general demanded. "Your lover has access to weapons of _mass destruction_ the likes of which we've never seen! How long before our enemies realize the kind of power he can throw around, and attack _us_ out of fear? And who's to say he won't throw one of those gizmos at _us?_"

"As if that weren't bad enough," the other guy barked, "we know for a _fact_ that he's been sitting on the most advanced technology on the planet, and he hasn't done a _thing_ to share it with us! It's time he started coughing up!"

Power Girl felt a chill grip her spine. "You want me to tell you where it is."

The woman smiled. "You're starting to understand," she said. "Your boyfriend has done enough to help the rest of the world; now it's time for him to serve his country."

"_Forget_ it!!" Power Girl shouted. "If you think for one _minute_ I'm going to sell him out, you're _crazy..!_"

"You haven't got a _choice_, missy," the second guy snapped. "We have you hacking into restricted government files; that's _more_ than enough to put you away for _life._"

Power Girl simply turned her head away. "You know what?" she shot back. "_Lawyer._ _Now!_"

The general got right in her face. "I don't think you understand, princess," he growled. "Whatever rights you _think_ you're entitled to were written for _humans_; you're part _alien_ – worse, still, you were _made_ by a known enemy of this country – so as far as we're concerned, they _don't_ apply. We can keep you here for as long as we _want_, so if you want to even have a _chance_ of seeing daylight again, you'd better start _singing like a canary..!!_"

"Enough, General!" the woman barked. "I think we've made our point; why don't we let Ms. Blaire _think_ about what we've said?" She fixed a cold glare on Alison. "And you'll have plenty of time to do so, missy; until you give us what our country needs, you're not _budging._" With that, the three of them stepped out of the light, vanishing through an illuminated door in the distance.

Alone again, Alison couldn't help but feel shaken by her situation. Whoever these "Cadmus" people were, they were serious…and they wanted access to Clark's technology.

She _couldn't_ let them have it; she _couldn't_ betray him, not _ever_. She had to stay calm, to find a way out…

Just then, the light over her switched off, blanketing her in utter darkness. Stricken, Alison forced back a shiver; they were just trying to crack her, make her talk…

Alison shut her eyes, trying to think of happier things, to combat the silence, but every thought led back to the same one. '_Oh, God, I wish Clarkie were here…_'

XXXXXXXX

_Xavier Institute_

_Resuming differential atmospheric scan…done._

_Scan results loading._

_Atmospheric content as follows:_

_35 percent oxygen;._

_25 percent carbon dioxide;_

_20 percent nitrogen;_

_remainder composed of various trace elements._

_Scan result: atmospheric content identical to Krypton atmosphere +/- 0.5 percent._

_Earth atmosphere acceptable for Kryptonian life…_

"It's Kurox, right?"

Halting his environmental scans, Kurox looked around the back yard of the Institute, his quantum optics stopping on three human youths. _Accessing Institute database…cross-referencing…done; individuals recognized as Robert Drake, Jubilation Lee, and James Madrox._

Quickly reviewing vocal records, Kurox turned his gaze towards James, the speaker. "_Correct, James Madrox. Did you require assistance?_"

Robert chuckled. "No, big guy; we just wanted to see how you were doing, now that you're up and about."

Kurox quickly accessed the planet's computer network. "_Up and about: a colloquialism, indicative of individual activity following injury,_" he confirmed. "_I report that I am operating at optimal efficiency, Robert Drake._"

A chuckle answered him. "It's _Bobby_, big fella," Bobby corrected, before pointing to his comrades. "That's Jubilee, and that's Jamie."

"_Understood,_" Kurox answered, standing back at attention, as he resumed his scans. _Initiating environmental scan…scanning local vegetation…no known toxins detected…_

Undeterred by his activity, Bobby, Jubilee, and Jamie resumed their chat. "Did you hear?" Jubilee asked. "Scott and Jean caught _Logan_ coming out of Madelyn's room!"

Bobby nearly choked. "Holy crap, are you _serious?_"

Jubilee nodded. "Why do you think those two left with Storm? I know _I'd_ leave the country if I caught _my_ aunt doing…that!"

Jamie blinked. "Doing what?"

Jubilee gulped. "Uh…well…"

Bobby quickly came to her rescue. "Beats me, little guy, but it was enough to make Big Blue turn and head for the hills!"

At those words, Kurox stopped his scans _cold._ _First Directive: take no action that endangers a Kryptonian sentient, and allow no Kryptonian sentient to become endangered through inaction._

_Locate sentients Madelyn Pryor and James Logan._

_Initiating bio-scan…done._

_Sentients located._

Turning on his heel, Kurox marched off, into the Institute building, stopping as he found Logan and Madelyn talking alone in the main hall. "_Madelyn Pryor and James Logan, state your intentions._"

Madelyn gasped, startled, while Logan arched an eyebrow. "Come again?"

"_The night previous, the two of you were engaged in an activity that forced Master Kal-El to retreat from this vicinity; given his proximity to a yellow sun, it is logical to conclude that said activity was noxious enough to force his withdrawl. You will cease this activity immediately._"

Logan scowled. "Look, bub, you bein' Flyboy and Flygirl's old butler aside, I don't take kindly to _anybody_ bossin' me around…"

"Logan," Madelyn soothed, an embarrassed smile across her face. "Kurox, I fear this is a bit of a misunderstanding."

"_Clarify._"

Madelyn sighed. "Last night…Logan and I were…_involved…_and my niece and _her_ boyfriend stumbled upon us as we were parting for the evening."

Logan chuckled. "_Told_ you we should've gone another round."

Madelyn flushed red. "The _point_ is, that little commotion is what Kal saw, last night, and rather than stay, he opted to leave; last night was _horribly_ embarrassing, but it wasn't 'noxious.'"

Kurox paused, processing this new information. "_Understood,_" he said. "_Thank you._" With that, he strode off.

Reaching the Institute's main gathering quarters, Kurox found no-one else there, and opted to supplement his data-download; scanning the room's televisor, he isolated its activation-frequency and switched it on. Instantly, the stream of data swarmed his processors, which devoured the data-stream greedily; isolating its individual channels, he rapidly switched between them.

"…_act now, and receive your bonus gift free for only..!_"

"…_first baste the turkey, and then…_"

"…_lift both legs high into the..!_"

"…_to meet Jesus in the air, alleluia..!_"

"Don't you know too much TV rots your brain?"

Stopping his analysis, Kurox turned towards the two who had joined him. _Accessing records: sentients identified as Tinya Wazzo and Mark V Brain Inter-Active Construct Emulator, repurposed as Mark._ "_My systems utilize quantum processors, Tinya Wazzo; while active, they cannot be degraded by known means._"

Tinya giggled. "Kurox, it was a _joke,_" she explained. "So, how are you feeling?"

"_My systems are operating at peak efficiency._"

"_That is good,_" Mark answered. "_On Argo, you were damaged quite severely; it was initially uncertain you would remain online, with a shattered phase-coil._"

"_Acknowledged,_" Kurox concurred. "_It was fortunate that Master Kal-El showed scientific prowess similar to Master Jor-El._"

Tinya nodded. "So you…_met_ Jor-El?"

"_Tinya, Kurox was created by Jor-El,_" Mark chided. "_His face was likely the first thing Kurox saw as he came online._"

"Oh, right! Sorry!" Tinya exclaimed with a blush. "So…what was he like?"

"_Master Jor-El was the leading scientific mind on Krypton. It was suggested that he was the greatest mind in the universe._"

Tinya lightly frowned. "But…what was he _like?_ What kind of person was he?"

Kurox paused. "_Communication dysfunction; please clarify._"

Tinya looked thoughtful. "Well…"

But she got no further, as a news report on the TV interrupted her. "_…reports are coming in from Wakanda about an attack on the capital by an armed militia. These insurgents appear well-armed, but now that the Justice League is on-site…_"

As the screen showed an image of Master Kal-El, in uniform, Kurox's processors whirred, as conflicting orders arced through his positronic brain.

_Primary Directive: preserve the House of El and all members._

_Second Directive: obey all lawful orders issued by sentient beings, exempting orders that would contravene First Directive._

_Master Kal-El issued order to remain._

_Following order would contravene First Directive._

_Order disregarded._

Turning around, Kurox strode out of the Institute, ignoring Tinya and Mark's calls. Emerging outside, Kurox's frame began to shift, as he initiated his new morphic systems, assuming his new flight-state; his arms and legs quickly retracted, as his torso began to circle in on itself, becoming a spiked crystalline sphere, his head retracting partially into the sphere. His change done, Kurox powered up his levitation engines; his spikes began to glow, lifting him off the ground at surprising speed, before he shot off across the sky, quickly plotting a course for Wakanda.

Master Kal-El was in danger.

He had to be protected at all costs.

XXXXXXXX

_Panther City, a few minutes earlier_

The tranquility of downtown Panther City was utterly shattered as a cannon-shell flattened the western gate of the capital's ancient stone wall. Citizens fled the scene screaming as a tank rolled in, followed by a handful of soldiers, all armed with assault rifles and RPG-launchers, ready for carnage.

From her vantage-point in a nearby alley, Chloe saw the whole thing, her pen rapidly scribbling in her notebook, capturing the moment as best she could. '_Darn it, where are Clark and Peter now that I need them?!_'

She'd planned on heading to the safe-zone with her two co-workers, at first, but the thought of capturing this moment had been too good to pass up. She'd thought that Clark and Peter would have had the same idea…but apparently, she'd thought wrong. '_Those two picked now to turn chicken, of all times..!_'

Chloe's thought-train hit the brakes as she saw one insurgent point towards her, shouting angrily. Frantic, Chloe turned to run, but it was too late. The insurgent had already signaled to one of his comrades riding shotgun atop the lead tank, who took aim with his RPG-launcher, and fired; Chloe's scream was drowned out by the screech of the rocket, as it spiralled towards her…

To her surprise and relief, the blast she'd expected never came, as a sonic boom shook the air, before a red-blue blur darted past the rocket. Turning back, Chloe found none other than the Man of Tomorrow standing between her and the projectile, holding the screeching rocket in his hand; with the accuracy of a darts champion, Superman turned the RPG around, and let it fly back to its owners, smashing into the tank's front-left tread and blasting it to pieces, sending several insurgents sprawling. The threat momentarily abated, Superman turned towards her. "Are you alright, miss?"

Chloe nodded. "I…I think so," she answered. "But have you seen my coworkers..?"

Angry shouts and gunfire filled the air, as a spray of bullets filled the alley, forcing Superman to shield her with himself. "I'm afraid I haven't the time to talk, now," he said, as bullets bounced off of him. "You'd best get to safety, quickly!"

As Chloe ran for cover, stopping to hide behind a stone wall, she managed to see Superman walk towards the tank; in response, the tank aimed its main cannon at him, but before it could fire, its barrel was yanked upwards by a fine strand of web, sending its shell blazing into the air, to explode harmlessly. Seconds later, another blue-red silhouette dropped down from the rooftops. "Sorry about the delay, Big Blue," Spider-Man reported. "These buildings have fewer flag-poles for me to latch on with a web-line."

"No problem, Little Red," Superman answered, as he glanced up into the air, smiling knowingly. "You're just in time – there's a cold-front moving in." With that, he darted towards the immobilized tank, snapping off its cannon-barrel, before grabbing its turret and prying the entire thing open with his bare hands, exposing its two pilots like sardines, giving Spider-Man the opportunity he needed to snag them with web-lines and yank them out, dropping them ingloriously on the ground.

By then, the handful of soldiers stunned by the explosion of the tank-treads had recovered, but before they could aim their weapons, they started to shiver, their breath starting to fog as Storm glided over head, summoning a massive snowstorm with a wave of her hand. Completely engulfed in the snow-flurry, the insurgents could do little more than shiver…but a _different_ kind of chill grabbed hold, as a black shape swept over one of them, before vanishing, taking their comrade with it. One-by-one, the snow-bound soldiers fell, until the snow ceased, revealing a black-clad, caped figure standing amidst a pile of unconscious men, his face hidden by a cowl.

Spider-Man started to walk towards him. "Hey, great timing, Bats…" he began, but stopped as he recognized him. "_Oh!_ I…I am _so_ sorry, sir; I thought you were someone else…"

The Black Panther barely shrugged. "Think nothing of it; I am told there is some resemblance," he answered, drawing a vibranium knife as he spoke and letting it fly, cleaving a last insurgent's rifle in two; the Panther was already in motion after he'd thrown the blade, reaching his target seconds after his knife, slamming his prey with a fist to his sternum, followed by an uppercut to the chin, and then a back-kick, knocking the unfortunate soldier through a ruined wall, out cold.

Retrieving his knife, the Panther walked back towards the others, dropping it back in its sheath; by then, Chloe was brave enough to venture out of her hiding spot. "Okay…what was all that about?"

Black Panther was barely breathing hard. "Over the past few years, Wakanda's prosperity has drawn the jealousy of her neighbours; this is their response."

Superman's expression was grim. "This was too easy."

"I agree," the Panther concurred. "The one behind this must have obviously divided his forces."

"Yes, and I know where!" Storm exclaimed, as she touched down. "There's another tank heading towards the eastern gate, with an even larger batallion!"

Spider-Man groaned. "Why can't bad-guys just put all their eggs in _one_ basket?"

"An excellent question, indeed," Black Panther said flatly, opening his communicator. "I will order my men to proceed to the secondary target-zone, but I believe it best if you should secure the area, beforehand."

Superman nodded, flipping open his own comm-link. "Boy Scout calling Speed-Demon; we've got a second hot-zone. Are you and Sherwood Forest still en route?"

"_Yeah, we're still coming, Big Blue,_" Flash answered. "_I'm a few seconds away, but Arrow got delayed picking up Metal-Head and Spooky; we've got a little problem…_"

"Well, it'll have to wait; head for the east side of Panther City as soon as you can," Superman instructed. "We'll meet you there. Boy Scout out."

With those orders issued, Superman and Spider-Man were about to head out, but Chloe quickly spoke up. "Wait!" she cried. "I still haven't been able to find my coworkers, Clark Kent and Peter Parker; have any of you seen them?"

Storm smiled gently. "You needn't worry, Ms. Sullivan," she soothed. "I am sure they're both fine."

The Panther quietly chuckled, casting a half-glance towards the Man of Tomorrow. "Yes, I am sure they are."

Superman blinked at that, before his expression turned firm. "Catch up with us as soon as you can," he advised. "We'll take out their heavy units first, but their infantry could still cause trouble."

Storm nodded. "Good luck."

As Superman darted off, followed by Spider-Man swinging away on a web-line, with the rest of their group following shortly after, Chloe was left alone, to take in all that had happened. '_What the heck was that about?_' she wondered. '_How could they have known that Clark and Pete were okay..?_'

Shaking her head, Chloe cleared her thoughts; right now, she had a story to cover, and chances were, Clark and Peter were already there.

Taking a deep breath, Chloe gathered her courage, and hurried off, heading towards the eastern gate as fast as she could.

XXXXXXXX

Seconds after going airborne, Superman could hear the rumble of tank-treads, accompanied by the screams of helpless citizens; his eyes narrowing, he accelerated towards the source of the sound, spotting _two_ tanks rolling into the city, kicking up a cloud of dust in their wake, obscuring the immediate area, as one swiveled its turret towards a building, ready to fire..!

In a fraction of a second, Superman dove on the tank, his feet buckling its hull as he grabbed the turret and yanked it clean off, tossing it clear, exposing its two pilots, who could only cry out in dismay as he grabbed them by the collar and tossed them away.

Superman was about to go after the second tank, but a wild spray of bullets erupted from the dust cloud, with only half of them impacting against him, the rest lancing wild into the surroundings. His eyes flashing electric-blue, Superman swept the cloud with his thermal-vision, tracking one small silhouette holding an assault rifle, before he darted in at super-speed, crumpling the shooter's gun and lifting him up by the collar with one swift move…but he froze.

He'd been expecting to find an _adult_ at the end of the gun…but instead, he found a _12-year-old kid_, in tattered fatigues, a small beret on his head, glaring at him hatefully.

Screaming in rage, the kid lashed out, his tiny fists bouncing harmlessly against Superman's invulnerable frame, his baleful eyes watering in pain, only serving to fuel his rage. Spotting a familiar red-blue shape, Superman tossed the kid aside; landing on his feet, the child-soldier roared in fury again, racing towards Superman…only to get lassoed by a web-line, which yanked him off his feet, hanging him upside-down from a street-light.

As he touched down next to Superman, Spider-Man could find no room for jokes. "Please, tell me that wasn't…"

"It was," Superman answered, flipping open his communicator. "Boy Scout to Speed-Demon; be advised, these guys are using child-soldiers!"

Flash's tone was appropriately serious. "_Understood, Boy Scout; you clear the air, and I'll take their toys away._"

Ending the transmission, Superman took a deep breath, and unleashed a gale-blast that blew the dust away, exposing over two dozen more kid-soldiers, some brandishing automatics, others holding grenade-launchers. Enraged, half of them charged, but before any of them could use their weapons, they were suddenly snatched away by a crimson streak; at his blinding pace, Flash disarmed every single child, tossing the weapons away before any of them could blink. "All yours, Web-Head!"

At that signal, Spider-Man quickly adjusted his web-shooters, and then launched a wide-field web-blast, snaring a half-dozen enraged kiddie-fanatics in a web-net. "I got this, Big Blue; you and Speedy go take out that…_holy!!_"

Spider-Man's spider-sense went off seconds before he'd finished that sentence, compelling him to twist himself into an upside-down U as a razor-sharp knife shot through the space his head had just occupied, burying itself in the earth at his feet. Spinning around, Superman scanned the battle-zone, tracking the blade's path back to a tall, dreadlocked African man in combat fatigues, a second blade already up to throw; eyes narrowed, Superman melted the second knife to slag in mid-flight with an eye-ray…but that just gave the thrower the time he needed to close on him. With the precision of a master, the man grabbed Superman's arm and flipped him; Superman landed on his back, but countered fast with a leg-sweep, kicking his attacker's legs out from under him, bounding back to his feet in milliseconds, to slam his palm into the man's abdomen while he was still in mid-air.

The man was easily sent flying, to crash into the ground, but as he bounced off, he quickly righted himself, coming back onto his feet. "So this is whom T'Challa sends against us?" he mocked. "He lacks the courage to face me himself?"

Superman arched an eyebrow. "I assume you're the ringleader of this little circus, then," he answered, his eyes narrowing. "Interesting that you talk of courage…when over half your force is still in _diapers._"

The stranger chuckled darkly. "What can we say? Even the smallest of T'Challa's subjects revolt against him!" He punctuated that sentence by drawing _two_ knives; he was about to let them fly…when two _more_ knives arced past Superman, cleanly scything through the stranger's weapons.

"Hello, Killmonger."

The Black Panther made absolutely no sound as he walked out of the lingering dust, his white eyes narrowing at his foe, who glared back. "T'Challa," the stranger – Killmonger – spat. "Have you come to surrender?"

The Panther remained unflappable. "Hardly, Erik." Glancing towards Superman, he added, "Do not worry about this coward, Superman; I will dispense with him. Save your efforts for the remainder of his artillery." Nodding, Superman darted towards the second tank, while the Panther and his old foe began to circle each other.

By then, Storm, Phoenix, and Cyclops had caught up to the second wave of attackers. Seeing another battalion of child-soldiers charging towards Superman, Storm – after apologizing to the Goddess for raising a hand to children – unleashed a localized cold-front, freezing the ground ahead of Superman solid; the angry cries of the children turned to surprised wails, as the brainwashed kids slipped and stumbled on the ice, their charge ruined, while Superman darted past, unhindered. As the kid-soldiers struggled to their feet, Cyclops' hand darted to his visor, unleashing optic-blasts with pin-point accuracy, blasting away the weapons of the armed pre-teens, before Phoenix unleashed a psi-wave, putting them to sleep.

Only a handful of child-soldiers remained active and armed, now, shooting at Superman as he approached the tank, but they were quickly sent flying as Flash zoomed past, creating a shockwave in his wake sufficient to stun them. His path cleared, Superman leapt into the air, before flying _into_ the ground, burrowing deep into the earth…before rising out of it from _under_ the tank, lifting it over his head, and then tearing a hole in its undercarriage, literally shaking its pilots out of it, before tossing it out of the city.

Unaffected by the conflict around them, Black Panther and Killmonger circled each other, two predators waiting for the perfect moment to strike. It was Killmonger who moved first; with a near-feral roar, he slashed with his knife, but the Panther leaned to the side, his cape flaring like a matador, distracting Killmonger enough to catch his knife-arm and twist it. "You fight recklessly, today, N'Jadaka," he said coldly. "You would never be so bold unless you felt you had the advantage…"

"Do _not_ call me that!!" Killmonger roared, reversing the Panther's grip, shifting his knife to his free hand as he did. "That name has even _less_ meaning than your throne!!"

Killmonger's knife was ready to stab, but the Panther's thumb quickly found Killmonger's eye, forcing him to release the hold. "So you kidnap the children of my people to try and take it?"

Killmonger laughed. "It was _easy_ for me to find recruits, T'Challa!" he mocked, darting forward to slice at him. "They all but _volunteered!_"

"Their weeping mothers beg to differ!" the Panther snarled, parrying the slice with his vibranium knife, cleaving apart Killmonger's blade before stabbing at his empty heart, but Killmonger flipped away. "Do not pretend that this is some glorified attempt at liberation, _N'Jadaka_; this is between _us._ It began between us, and it shall _end_ that way."

As the Panther spoke, dozens of black-clad Wakandan Special Forces units began to swarm in, rounding up much of Killmonger's force. "Your rebellion is at an end, Erik," the Panther finished. "If you wish to pursue this, then it shall be between you and I, with _no-one_ else interfering." Killmonger snarled in anger, but his fury dimmed to confusion, as a second sonic boom echoed through the air. Black Panther's gaze was also drawn upwards, allowing Killmonger the time he needed to slip away…as a large, crystalline sphere dropped out of the sky, unfolding into a seven-foot tall, white-crystal humanoid entity, which landed in a crouch, cratering the concerete, before standing up.

As Kurox scanned the battle-zone, Superman could only stare, incredulous. "_Kurox?!_"

Flash gulped. "Oh, yeah…_knew_ I forgot to mention something…"

As Superman stared, a child-soldier, brandishing an RPG-launcher and aiming it at him and Flash; the action went unnoticed by the two of them…but not by Kurox. "_Threat against House of El detected!_" he boomed, his hands morphing into three-pronged claws, sparking with blue-white electricity. "_Non-lethal force authorized!_"

Quickly, Superman spotted what had set him off, his eyes going wide. "Kurox, _wait..!_"

But it was too late; arming his Polaron Stunner, Kurox fired a blistering burst of electricity, striking the child-soldier and sending him flying, to hit the ground hard, twitching spasmodically.

That action was enough to draw the Wakandan forces toward him, their weapons fire impacting against his shields harmlessly; reflexively, Kurox turned towards the aggressors, his Stunners powering up…before a sudden massive shockwave sent him flying.

"Sorry I'm late."

Superman's gaze quickly followed Kurox's optics back to his assailant – Steel, brandishing his sledgehammer. Before Superman could order him down, Kurox charged his Stunners and let fly with another burst just as Steel slammed his hammer down; the Stunner-fire and concussive wave met and reacted violently, creating a shockwave that sent them both flying. Landing hard, Steel managed to get back on his feet, but Kurox was faster; popping back on his feet, Kurox readied his Stunners, but his scanners rapidly identified dozens of hostiles, as Wakandan personnel surrounded him, ready to fire…

"_Enough!!_" Superman shouted, moving towards Kurox. "Kurox, this is a direct _order:_ stand down _now!!_"

"_Unable to comply; order contravenes First Directive and Primary Directive – threat to the House of El detected…_"

"There _is_ no threat, Kurox!" Superman thundered. "This system has a _yellow_ sun; none of their weapons could have hurt me!" His eyes narrowed. "One more time: stand down, _now!!_"

Kurox hesitated momentarily, before powering down his Stunners. "_Command accepted._"

Steel groaned as he walked towards the others. "Mind telling us what _that_ was all about?"

Superman sighed. "That's something of a long story…"

"Which we have no time to hear," Black Panther interrupted. "In the confusion, Killmonger was able to get away, and we have been unable to track him."

Storm looked stricken. "Could he have a larger force at the ready?"

"I cannot say," the Panther answered. "Given our inability to track his movements, it is certainly possible…"

"_Alert: spatial anomaly detected._"

Kurox's report interrupted the discussion. "_Sub-space inversion field detected; proceeding to investigate._"

As Kurox marched off, into the forest, Phoenix arched an eyebrow. "What was _that_ about?"

"Beats me," Flash said, "but I'm willing to bet that our metal friend just picked up the trail."

"Terrific," Cyclops muttered. "I'm sure he'll be a fine help, until he starts shooting." He looked to Superman. "Can't you order him to go home?"

Superman shook his head. "It wouldn't work; if Kurox has detected a threat to me – and everyone else, by extension – his directives allow him to disregard that kind of order." He sighed. "I'll call Arrow and tell him to meet us, up ahead."

Black Panther arched an eyebrow as he glanced towards Storm. "Well, Ororo, I think it safe to say that a day spent with you is always interesting."

Storm managed a smile, if only a wan one. "Lately, T'Challa, I fear that isn't always a good thing."

XXXXXXXX

_Cadmus Base_

After getting the call from Waller, Mary Storm could only wonder what all the fuss was about as she strolled through the base their little operation was running from; she'd gotten the impression that she was to remain dark, for the time being.

Walking into the room where her comrades were waiting, Mary was surprised to see Senator Kelly among them…but not _nearly_ as surprised as she was to see the Blaire girl through the window in the interrogation room, below. "Well, now I see what the rush was about."

Amanda nodded. "We're going to need you on standby, Storm," she said. "As soon as she cracks, we plan to move on Superman's stronghold."

Mary arched an eyebrow. "So she hasn't talked?"

"Not yet," Gyrich answered, "but it's only a matter of time before that spoiled little diva breaks down."

Robert nodded. "We were just about to let General Lassider try again…"

Mary's eyes went wide. "You mean, you've been letting _this_ oaf try to persuade her to talk?" she asked, horrified. "No _wonder_ she hasn't come forward!"

Lassider's eyes narrowed. "Storm, I've been interrogating hostiles _much_ tougher than _that_ little..!"

"As difficult as it may be for you to comprehend, General, it's not a question of 'tough,'" Mary countered. "The girl isn't loyal to Superman out of fear, or greed, or fanaticism; she's bound to him by _love_, which is a different matter altogether."

Waller arched an eyebrow. "Your recommendation, then?"

Mary smiled. "Let _me_ have a try at her," she answered. "I've dealt with stubborn children, before; trust me, I can get her talking."

Robert frowned. "See that you do, Storm." Mary just rolled her eyes in response, before heading down into the interrogation room.

As Mary strolled into the interrogation chamber, Alison's head shot up, her eyes narrowed in defiance, but her fury turned to confusion as she recognized her. "_Doctor Storm??_"

Mary smiled wanly as she pulled up a chair, sitting down in front of the girl. "Well, it looks like stars aren't getting the same kind of treatment they used to," she chided.

Alison struggled to find her voice. "_You're_ working with…with _them?!_"

Mary sighed. "I admit, they weren't my first choice, but with today's economy, there really _isn't_ much choice." Her smile returned. "Now, I'm hearing that you and my coworkers are having a little…disagreement."

Alison's scowl returned. "Understatement of the _year!_" she snapped. "If you think I'm going to sell my _tausha_ out, you're even _crazier_ than _Sue_ thinks!!"

Mary arched an eyebrow. "You won't tell us where his outpost is," she said idly. "Alright, then…why not?"

"You know perfectly _well_ why not, lady!" Alison spat. "Go satisfy your sick curiosity somewhere else!"

Mary chuckled. "Well, can you _blame_ me for being curious?" she countered. "Why, the first time I saw your beau's little space-buggy, I practically had a..a…" She frowned to herself. "Oh, what was that word Jonathan used to describe Susan and her husband…oh, yes: _nerd-gasm._"

At that statement, the corner of Alison's mouth twitched up a millimetre, telling Mary she'd hit a cord. "I don't agree with my coworkers' methods," she continued, gesturing to the girl's bound hands, "but you must admit, at least on this subject, you're easier to talk with that your significant other; that father of his must have drilled it into his head on the trip here not to trust us Earthlings."

Alison shook her head. "It's not that; one of Krypton's highest laws _forbids_ any Kryptonian from advancing another society by sharing knowledge with them," she defended. "They tried that one time, and the race they helped blew themselves up!"

Mary softly chuckled. "Well, for someone standing for the best in humanity, you two don't seem to have a high opinion of us," she chided. "Do you _really_ think we'd just destroy ourselves like that?"

Alison looked stricken, torn by that question. "N-No…" she admitted, before quickly adding, "But it's not worth the risk..!"

"Science _is_ risk, sweetie," Mary gently prodded. "If Einstein and others like him hadn't been willing to push the envelope, where would we be?"

Alison's eyes narrowed. "We wouldn't have the atom bomb, for starters!" she retorted. "_That's_ what this is all about, right? All you want are the _weapons..!!_"

"_No_, honey," Mary said firmly, "all _they_ want are the weapons; I couldn't care _less_ about them." She smiled. "The secrets of the universe are all I care about."

Alison looked torn. "I…I _can't…_" she whimpered. "I can't tell them…"

"Then _don't_ tell them, sweetie; tell _me,_" Mary pressed. "There are no recording devices in the room; I can say you never told me anything. Once they let you go, I'll just contact my daughter and her family – who have _already_ been there – and proceed from there."

Alison hesitated. "I…I…"

"Just think about it," Mary finished, standing up. "I'll be back to check on you shortly." With that, she turned to go, heading out of the interrogation chamber.

General Lassider was the first to greet her as she came back in. "Well?"

Mary shrugged. "I managed to jam a wedge in her little wall," she answered. "Give me one or two more sessions, and I'll have the location."

Amanda nodded approvingly. "Not bad."

"Once we get the location out of her," Henry asked, "then what? We just waltz right in?"

"He's right," Lassider agreed. "That little punk's probably got the place booby-trapped."

"We'll still need her to shut off the defences, then," Waller said.

"And then what? We just let her go?" Robert asked. "What if she goes running to her mate?"

Lassider nodded. "We'd better shut her up once we've got what we need."

As her colleagues came to their grim consensus, Mary could only spare a forlorn glance towards the girl.

It would be a shame to harm her – she was a nice enough girl – but this was in the pursuit of the greatest repository of knowledge humanity had ever known.

Sacrifices had to be made.

XXXXXXXX

_Wakanda_

"Okay, I think this should be on record: the next time someone suggests we follow a psycho-robot, it is _officially_ a _bad idea._"

After meeting up with Green Arrow, Android, and Phantom a mile out from Panther City, Superman and the others continued to follow Kurox as the misguided A.I. tromped through the foliage. "Kurox isn't psycho, Flash," Superman corrected. "It's just…there are limiters on his program that can inhibit his flexibility, causing him to occasionally adhere to the Three Directives a bit _too_ closely."

Phantom blinked. "The what?"

"_Upon creation, all Kryptonian A.I.s are hard-programmed with three basic directives, in addition to their specific programming,_" Android explained. "_These Three Directives can be likened to the Three Laws of Robotics proposed by Earth's Isaac Asimov, although the Directives can have a bit more flexibility._"

Superman nodded. "That's correct," he confirmed. "For example, although the First Directive prohibits an A.I. from harming a Kryptonian or allowing one to be harmed, it has a sub-directive that states that an A.I. shall not harm _any_ sentient being, unless its Military Protocol is activated through either a specific command from its operator, or a master code from a ranking Defence Force officer; the idea being that, in the event of an attack, A.I.s could be mobilized to help repel it."

"As fascinating as that is," the Panther said, "I'm more interested to find out just what it is we're chasing."

Superman glanced ahead. "Kurox?"

"_Sub-space inversion field detected several miles ahead,_" Kurox reported.

"In English?" Steel asked.

"A cloaking field," Superman explained.

Phoenix looked stricken. "How did this 'Killmonger' get a hold of one of those?"

"A better question," Flash piped up. "What kind of mother names her kid 'Killmonger'?"

Storm looked grave. "He was born N'Jadaka," she answered, glancing to the Panther. "His father was part of a mercenary group that assaulted Wakanda, in an attempt to overthrow T'Challa."

Black Panther nodded. "N'Jadaka's father was killed in the attack, while N'Jadaka and his family were simply banished," he finished. "I had thought them innocent of the father's crimes…but it appears I was mistaken."

"So now this guy is back to get even," Steel muttered. "Maybe we should've gotten your backup to tag along."

"Our Special Forces can cover more ground, this way," Black Panther answered. "Even with this 'cloaking field,' Erik couldn't have gone far…"

"_Alert: secondary anomaly detected._"

Kurox's statement brought everyone to a complete stop. "What's the matter, Kurox?" Cyclops asked.

"_Inversion field detected 0.25 miles ahead,_" Kurox reported. "_Field strength over 1000 percent increased relative to initial contact._"

"You mean there's a _bigger_ cloaking field in front of us?" Superman asked.

"_Affirmative._"

Flash groaned. "Just how big an army does this 'Killmonger' chump _have?_"

"I fear, young man, that we are about to find out." The Panther's words were little comfort, as the entire group continued ahead; after several minutes, Kurox took one step…and simply disappeared through a ripple in the air.

"_Inversion field located._"

Storm managed a faint chuckle. "I think we've figured that out, already, Kurox." With that, the rest of them followed him through, vanishing into the field.

As soon as they were through, every single one of them stopped dead in their tracks, awed by what they now saw; it was not a military installation that met their gaze…but a gleaming, high-tech _city._

The metropolis that greeted them now easily put Panther City to shame, its spires composed of gleaming white-blue metal, its streets a brilliant white, with numerous poles jutting out from the sides of the buildings, and not a single vehicle in sight…but the most surprising thing of all was not the city itself, but its _occupants._

Flash blinked. "Guys?" he asked. "Did I watch one too many "Planet of the Apes" marathons…or are those _gorillas_ walking the streets?"

Superman slowly nodded; sure enough, the entire street ahead of them – and likely the entire _city_ – was populated by gorillas of all shapes and sizes, wearing relatively simple tunics of various colours. "It certainly looks like it…"

The Panther sounded just as perplexed as the rest of them. "Astonishing…"

Kurox remained utterly monotone. "_Inversion field localized over entire city; power-signature consistent with Kree shield-generator._"

Superman frowned. "Then this was a Kree settlement..?"

"_AAAAAAAAAAAAAHHHHHHHHH!!!_"

Kurox's reply was drowned out by a female scream, as one of the city's denizens had spotted them in their alley, scooping her child into her arms and leaping into the air, leaping from pole to pole, her child holding onto her from behind, while the rest of the gorilla-citizens followed suit.

Spider-Man arched an eyebrow. "Was it something we said?"

Nobody got a chance to answer him; seconds after the gorillas had fled, another dozen of the large primates – all clad in dark blue armour and brandishing smaller versions of Kree plasma-lances – swung out of the buildings, surrounding them quickly. "Don't move, humans!!" one gorilla roared. "You _dare_ trespass upon our home..?!"

Kurox's reaction was immediate. "_Threat detected!_" he boomed, arming his Stunners. "_Non-lethal force authorized..!_"

"Kurox, _stand down!!_" Superman shouted. "This is a First Contact situation; you fire those Stunners, you could doom us all!"

Superman's order stopped Kurox long enough for Black Panther to step in. "My friend, we did not trespass upon your home by choice," he reasoned. "We were tracking a dangerous criminal when we stumbled upon this place by accident."

Some of the gorillas paused at that, but their leader did not. "Even if that were true, you have still seen our home, so we cannot..!"

Superman picked up where the Panther left off. "If we lost track of him here, it is possible that he, too, has stumbled upon your home," he said. "Perhaps we can help you locate him?"

The gorilla looked torn, but he relented, lowering his lance. "We will let King Solovar decide." He gestured for them to follow. "You will come with us."

Flash grimaced. "Bad idea, Big Blue; have you even _seen_ Planet of the Apes..?"

"You have a better idea?" Superman countered. With that, they followed the gorilla-soldiers deeper into the city.

Taking them to a massive spire in the heart of the city, the gorillas led them inside, into a vast chamber – a throne room – with an old, grey-furred gorilla, clad in a red cloak, and a gold head-ring, sitting upon it. Standing to his side was a taller, more well-built gorilla, his fur a jet-black, clad in a dark purple cloak. Walking towards the throne, the soldiers knelt. "Majesty, we caught these intruders in the southern sector; they breached the Barrier Wall."

The larger gorilla's black eyes narrowed. "You see, Solovar?!" he boomed. "As I have warned you, the humans have found us! Now it is only a matter of time before they send more..!!"

"Calm yourself, Grodd," the older gorilla – Solovar – answered. Glancing towards them with an upraised eyebrow, he added, "Long has it been since any of us have seen humans; for over 500 years, the Barrier has protected Gorilla City from your prying eyes. Tell me, what brings you here?"

Superman glanced towards Black Panther, who nodded, before speaking. "We were tracking a criminal who had orchestrated an earlier attack against innocent civilians; it is possible that he may have taken refuge here," he said. "If you don't mind us asking…where exactly is this place? Who are you?"

The bigger gorilla – Grodd – bristled. "You _dare_ make demands of..?!"

Solovar silenced him with a wave of his hand. "It was a fair question, Grodd," he snapped. "This, humans, is Gorilla City, the refuge of my people who were touched by the Blue Beasts; I am Solovar, ruler of Gorilla City, and this is Grodd, our First Science Minister – many of our more recent advancements were thanks to him."

Stepping forward, Black Panther slid back his cowl, bowing politely. "We are well met," he said. "I am T'Challa, son of T'Chaka, of the Panther Clan, and sovereign of the nation of Wakanda, whose land we share."

A faint smile crossed Solovar's face. "We are well met, indeed," he replied. He glanced towards Grodd. "As _I_ have told _you_, Grodd, it is long past time for us to extend our hands in friendship towards the humans; this may be our golden opportunity – the men of the Panther Clan are men of honour. Surely they can keep our secret…"

Grodd scowled. "Be it on your head, Solovar; I _warned_ you!" With that, he stormed off.

Steel snorted. "Nice guy."

Solovar sighed. "Please forgive Grodd; apes of his intellect can be somewhat…testy."

Flash chuckled. "Yeah, there are a few of those in every species."

Storm fixed Flash with an annoyed stare. "Your Majesty, please forgive our saying so, but your very existence is a shock to us. May we ask how your City came to be?"

Solovar's expression turned sad. "That is something of a…difficult subject for my people," he said softly. Rising from his throne, he walked towards a wall-mounted tapestry, gesturing towards it. "This tapestry depicts our earliest recorded history," he explained, pointing to the first scene stitched into the fabric, depicting numerous gorillas living in the jungle. "Our ancestors were once no different from any other jungle gorilla," he said, "until the Blue Beasts came."

His hand pointed towards a second scene, depicting the gorillas fleeing from large, brutish-looking, blue-skinned creatures, clad in armour and carrying fiery weapons. Superman recognized them instantly. '_The Kree._'

"The Blue Beasts enslaved our ancestors, performing torture upon torture upon them," Solovar continued, gesturing to a scene showing several gorillas screaming within glass cylinders, while the "Blue Beasts" watched. "Our historians believe that they were actually performing experiments on our ancestors, which led to our increased intelligence; they also proposed their intent was to use them against their enemies…which is supported by what came next."

Solovar's finger pointed towards the next scene, depicting a battle within the city, with the "Blue Beasts" on one side, and another species, consisting of lithe, green-skinned, long-eared creatures, on the other, with the gorillas trapped in between. "Many years after the Blue Beasts came, their city was besieged by the Green Beasts, who attacked our captors without warning. The Blue Beasts fought fiercely, but these Green Beasts were clever, and could transform into all manner of horrors; it seemed that, no matter who won, our ancestors were doomed…until salvation came."

Solovar gestured to another scene, depicting a white light flying over the city, lightning crackling from it, striking the ground as both "Beasts" ran in terror, with the gorillas cowering in the city. "It was then that a White Light – as radiant as the sun – flew over the city, chasing both Blue and Green Beasts away," he said. "Our ancestors never knew from where it came, nor where it went; almost as soon as it arrived, it vanished."

Superman kept silent.

Finally, Solovar gestured to the very last scene, depicting the gorillas wandering through the city. "With their captors gone, our ancestors began to explore the city they had left behind," he finished. "Gradually, we learned to use bits and pieces of their technology, including the protective Barrier Wall that hides our home from prying eyes. For 500 years, we have dwelled here in peace, hidden from the world…until now."

"We understand your need for privacy, King Solovar," T'Challa reasoned, "but it is not us you must fear; the man we are tracking is completely ruthless, and will not hesitate to harm your people if it suits his goal. Let us help you capture him, and we will leave peacefully."

Solovar looked thoughtful. "I must consult with my advisors," he said finally, "but answer this: if we so decide, will you leave peacefully, and keep our existence a secret?"

Superman nodded. "We will, Your Majesty; you can trust us." Solovar seemed satisfied with that; turning, he left the throne-room, followed by the security force that had led them in.

With Solovar gone, T'Challa turned to Superman. "That story sounds far too similar to what you told me of 500 years ago," he said. "I assume you know more..?"

Superman looked grim. "500 years ago, an alien race known as the Kree visited Earth," he explained. "They performed genetic experiments on the ancestors of the Inhumans, trying to develop super-powered shock-troops to use against their enemies, the Skrulls…and eventually, against my people." He looked towards the tapestry. "Apparently, humans weren't their only test-subjects."

T'Challa nodded. "Then the 'White Light' was one of your people."

"His name was Kon-Lir," Superman confirmed. "During a routine expedition to Earth, he stumbled upon a battle between the Kree and Skrull Empires; his ship was shot down, but not before he inflicted enough damage to send both sides running."

Steel looked at the tapestry. "So the green guys are the Skrulls?"

Phoenix grimaced. "Not exactly pleasant-looking…"

A familiar beeping interrupted the conversation, prompting Superman to switch on his communicator. "Boy Scout here, Watchtower."

"_Kal, we're receiving a priority transmission from Wakanda; you've somehow dropped off their sensors,_" came J'onn's voice. "_King T'Challa's sister asked me to relay a data-stream to him; apparently, it is of vital importance._"

"Understood, Green Giant; upload it, and I'll send it along." Seconds later, Superman received a coded transmission on his communicator, prompting him to send it to T'Challa's communicator. "Your Majesty, I think your sister has something to tell you."

An eyebrow arched, T'Challa opened the file he'd received…and scowled. "Is everything alright?" Storm asked.

"No, Ororo, it is not," T'Challa said quietly. "While we were occupied, T'Shondra was able to track down one of Erik's suppliers; his rebellion was being backed by someone in your country."

Phantom gasped. "Who…who would _do_ that?"

T'Challa's answer nearly knocked them all _flat._ "_LexCorp._"

At those words, Cyclops' eyes nearly widened beyond his visor.

Phoenix's hands flew to her mouth.

Green Arrow nearly dropped his bow.

Flash's mouth fell open.

Steel was barely able to hold onto his hammer.

Android could barely stay solid; only Phantom's hand in his kept him that way.

Storm couldn't speak.

Spider-Man nearly fell over.

But the most shaken of all was Superman; his entire face went pale, his eyes wide, his tone trembling. "_What?_"

"My sister has irrefutable evidence," T'Challa muttered. "I always knew Luthor desired our vibranium, but I never imagine he would go so far…"

"_**NO!!!!**_"

Superman's desperate shout nearly scared them all half to death. "_NO!_ That _can't_ be right!!" he cried. "There _has_ to be another explanation!"

Quickly, he calmed himself. "Could she be wrong?"

T'Challa frowned. "Superman, I trust my sister's judgement implicitly…"

"I'm not suggesting she's lying, Your Majesty; I'm _asking_ if she could be _mistaken._"

At those words, T'Challa fixed Superman with a probing stare…before his expression became grimly resigned. "Luthor is your friend, isn't he."

Superman was startled by that deduction at first, but he slowly nodded. "He…we've been friends since either of us can remember," he whispered. "Sire, he's practically my _brother_; he _couldn't_ have done something like this! There has to be another explanation – some clandestine organization, someone trying to frame him! If I can talk to him, I _know_ I can get to the bottom off it!"

At that, Superman turned, and started to walk out. "Where are you going?" Phoenix called.

"To get to the bottom of this," Superman answered. "I'll be back as soon as I can; I _have_ to know!" Before anyone could stop him, he took to the air, flying up to the skyline of the city, and then through the cloaking field, soaring west, towards New York, his heart sick as he flew.

Lex _couldn't_ have been part of this.

He just _couldn't_ have…

XXXXXXXX

From their hiding spot in a back-alley within the astounding city, Erik and his handful of men from the earlier assault could only scowl at the red streak in the city as the Kryptonian flew off. '_Between that idiot on the radio and that blasted creature, I don't know which is worse._'

He should have known better than to trust that stranger, even after the gift of the cloaking unit; all that trusting him had done was put them hopelessly behind enemy lines, cut off from their remaining armour. Now T'Challa was undoubtedly pursuing them, and would be on them in mere minutes..!

"Sir?" one of his men asked. "What…what should we do?"

Erik frowned. "We hold position, for now," he answered. "Until we know more about this place, any movement could give us away…"

"A bit late for that."

At that voice, Erik and his forces all spun around, weapons ready…only to find a large, black-furred gorilla standing behind him, accompanied by a dozen more. "You made enough of a racket, getting here; we were lucky the panther-man and his fellows made a larger one."

Erik's eyes went wide as he recognized the voice. "You're..!"

One of the other apes looked to their leader. "Minister Grodd, we mustn't linger, or we risk being discovered..!"

"I am aware of that!" the gorilla – Grodd – spat, before tossing several electronic devices to Erik and his men. "I was able to develop more of the cloaking units; in a half-hour, I want you and all of your forces to converge on the main square and attack."

Erik's eyes narrowed. "Why should I listen to you?" he snapped. "Because of you, we are practically in the open..!"

"As is your adversary," Grodd shot back. "With my technology, you still have a chance to destroy him." His eyes narrowed. "Thirty minutes, human; no more, no less." With that, he and his forces swiftly departed.

Fingering the cloaking device, Erik smiled darkly; the ape had angered him, but it made little difference – so long as he got the chance to kill his father's murderer, he was content…for once he ruled Wakanda, he would return and seize this place.

T'Challa would be humbled, and the entire continent would fall to Wakanda.

As it always should have been.

XXXXXXXX

_LexCorp HQ, New York_

"Lex, are you ready, yet?"

Looking up from his computer into the emerald eyes of his girlfriend, Lex managed a weary smile. "Almost, Lana; just have a few more reports to look over."

Lana sighed, her hands on her hips. "That's what you said, an hour ago," she scolded. "What are you working on, anyway?"

Lex suppressed a gulp. "Oh…just a few government contracts, that's all."

"Well, those government fat-cats can _wait,_" Lana chided, a sly smile crossing her face, "can't they?"

Lex felt his brain stall at her lascivious expression…but it was quickly kick-started as a shadow flitted over the skylight. "Actually, Lana…I think I _am_ done here; just give me a few minutes, okay?"

Lana's smile grew. "Okay." With that, she sashayed out of his office, closing the door behind her.

Tapping a button on his desk, Lex opened the skylight, allowing his best friend to touch down. "I see you decided to take my advice." Opening a drawer in his desk, he held out the black book. "I suggest you start with the pages marked with the stars…"

"That's not why I came, Lex," Superman said softly, his expression haunted. "There's something that…that I need to know."

Lex blinked. "Okay…what's the problem?"

"How's business?"

Lex's eyebrow arched. "It's…okay, I guess."

"Government contracts, right?"

Lex frowned. "Clark, what is this _about?_"

Superman closed his eyes. "Have you been following the news?"

"Well, sure!" Lex said, growing irritated. "But what does this have to do with..?"

"So you know about the rebel-attacks in Wakanda."

Lex flinched; it was barely perceptible…but that was enough for Kryptonian eyes. '_No…he couldn't…_'

The narrowing of Clark's eyebrows told him he'd caught that. "We actually encountered the man behind these attacks," he said. "They were remarkably well-armed."

'_Stay calm, Luthor; you freak now, he'll know for sure…_' "So you caught the guy?"

"Not yet," Clark answered, "but King T'Challa was able to identify at least one of his sources."

'_Damn._' Lex managed to keep his poker-face. "Is that so."

Clark's expression turned forlorn. "Tell me it wasn't you," he whispered, causing Lex to look his friend in the eye; his expression said exactly what he was thinking. '_Say I'm wrong,_' he silently begged. '_Say you're being framed; say I'm an idiot, say I'm way off base, but please, Lex, just say I'm __**wrong..!**_'

Lex grimaced. Even if he _could_ lie to Clark's face, he'd pick up on it in a second. "It…it looks worse than it actually is," he said. "The government supplies groups favourable to their interests all the time…"

Clark jerked as if he'd been _hit._ "_Lex…_"

"Wakanda has stonewalled our attempts to trade for vibranium for _years_," Lex persisted. "We had a chance to change that…"

"No, no, _no…_"

"Don't be like that, Clark," Lex said. "My contacts in the government needed vibranium for their defence-projects, that's all…"

"_NO!!_ I don't want to hear you _say_ these things, Lex!!" Clark cried, near _tears._ "How…how _could_ you?"

Lex's eyes narrowed. "Clark, this guy would be going after T'Challa no matter _what_ I did! He'd get arms from someone else, if not me..!"

"You think that even makes it _close_ to okay?!!" Clark screamed. "This sicko was using _children!! CHILDREN, Lex!!!_"

Lex grimaced. "I _swear_, Clark, I _did not_ know that…"

"Would it have even _mattered_ if you did?!"

Lex recoiled. "How can you _say_ that, Clark?! You _know_ me..!"

"_DO I?!_"

Lex paled. "What are you saying?"

Clark's eyes closed. "Lex…you supplied arms to a _terrorist…_"

Lex's eyes went wide. "So…so what do we do, now?"

"Do?"

Lex gulped. "If…if T'Challa knows LexCorp is involved, he may not know how high it went; you can tell him it happened under my nose…"

Clark's expression turned pained. "Lex…this isn't like one of your pranks," he murmured. "This is _serious_; there are _consequences_ to what you did…"

Lex's expression was incredulous. "You're…you're _bailing_ on me?!"

Clark – _Superman_ – looked like he was barely keeping himself from crying. "You can't ask me to protect you from this; not _this…_"

"I don't _believe_ this!!" Lex exploded. "After _everything_ we've been through, you're just going to turn me in?!!"

"_You aren't giving me a CHOICE, Lex!!_"

Superman's outburst made Lex paused. "Clark…" he pleaded, "…we're _best friends…_"

Two tears streamed down from Superman's eyes. "Yes, we are," he whispered. "That's why I'm giving you this choice." He steadied himself. "_Turn yourself in._ Gather what evidence you can against whoever put you up to this. _Cooperate_ with the authorities; it's the best chance you have."

Lex was dumbstruck. "You…you aren't serious…"

"I'm _dead_ serious, Lex," Superman answered. "This is more of a chance than I _ever_ give to most perps." He started to float into the air. "You have until 9:00, tomorrow morning," he finished, his eyes narrowing. "_Don't_ make me come after you." With that, he flew off.

Left alone, Lex felt himself collapse into his chair. '_This isn't happening…this isn't happening..!_'

He couldn't believe it; how could _Clark_, his _best friend_, of _all people..!_

He needed options; he had to get in touch with Waller.

Reaching for his intercom, Lex switched it on. "Mercy," he croaked, "tell Lana that there's been a change of plans; something came up. Also, have my private chopper ready." Switching off the intercom, Lex moved to his computer, to send the coded e-mail he used to contact the rest of Project: Cadmus.

He needed help to deal with this…

XXXXXXXX

_Gorilla City_

To say that the mood in the wake of Superman's departure was somber would have been an _immense_ understatement.

Almost no-one had spoken since he'd flown off. "So…how do you think it's going?" Flash hazarded.

Cyclops grimaced. "I don't know, Speedy; I just don't know…"

Phantom piped up. "You don't really think that…that Lex would _really..?_"

"Hey, Spooky, until a minute ago, I'd have said that Planet of the Apes was just a movie," Spider-Man joked, trying to lighten the mood…and failing horribly.

Storm's expression was so terribly sad. "This could not have come at a worse time…"

T'Challa arched an eyebrow. "How so?"

Storm took a deep breath. "Superman has…been going through a few rough weeks…"

"_Master Kal-El's distress over this development is illogical,_" Kurox stated. "_If the allegations are true, Alexander Luthor has breached international law. He must be sanctioned._"

Phoenix frowned. "It's not that simple, Kurox; they're _friends…_"

"_Irrelevant. Luthor's crime is the estimated equivalent of a breach of the Law of Riona Prime; his actions may have perpetuated a war._"

Green Arrow snorted. "Not exactly big on heart, is he?"

Steel shook his head. "Doesn't look like it."

Just then, a familiar sonic boom shook the air, as Superman touched down, walking back into the chamber. "_How did it go?_" Android asked.

Superman was silent as he walked towards T'Challa, his expression pained. "You…" he whispered, "…you were right…"

Storm suppressed a gasp, while T'Challa's eyes closed in resignation. "For what little it is worth," he answered, "I would have preferred to have been mistaken."

Flash managed to find his voice. "So…so what now?"

Superman shut his eyes. "I gave Lex a choice," he answered. "I gave him until 9:00 tomorrow morning to turn himself in; otherwise, we go after him."

Kurox's empty, logical voice came next. "_Master Kal-El, was that wise?_"

Phoenix scowled. "_Kurox..!_"

Superman's self-derisive snort silenced her. "Honestly, Kurox? I have no idea," he answered. "I just…I _need_ to believe that Lex isn't completely gone…"

By then, King Solovar had returned, along with his security detail. "I have consulted with my advisors," he said. "While I appreciate your offer of aid…this is _our_ problem, and we will deal with it accordingly." He looked T'Challa in the eye. "Will you abide by your word?"

_**BOOOOOOOOM!!!**_

The echo of an explosion cut off whatever reply they had been about to make. "Okay, what was _that??_" Spider-Man exclaimed.

Superman's eyes were closed as he listened. "Tank-treads…cannom-shells…and automatic fire!"

T'Challa's eyes were hard as he flipped his cowl over his face. "Killmonger is on the move."

"You _sure_ you want us to go?" Flash asked.

Solovar looked pained, but he slowly nodded. "Given the circumstances, perhaps some additional help _would_ be beneficial."

"Good enough for us!" Steel said.

Superman's expression was firm. "Then we're agreed," he added. "Let's _move._" With that, the entire group hurried out of the chamber, towards the source of the explosion.

XXXXXXXX

_Cadmus Base_

After taking his helicopter straight to Cadmus' secret outpost, Lex couldn't keep beads of sweat from dripping down his forehead as he strode through the corridors. Within minutes, he reached the chamber where Waller had told him to meet her. "Waller, we have a prob…" he began, but he stopped as he saw the two new faces…one of which he recognized. "What's _Kelly_ doing here?!"

Amanda kept her cool. "We've made an addition to our ranks, Luthor," she answered. "I believe you know Dr. Mary Storm, as well..?"

Lex nodded sourly; he _had_ met the Invisible Woman's mother in the past…and he'd hoped never to have to deal with the annoying witch again. "Anything _else_ you're keeping under your hat, lady?"

"You aren't much of one to talk, buster; what's this I hear of you _knowing_ Superman?" Robert snapped. "And it never even _occurred_ to you that we might need to know who he is..?"

"Gentlemen," Mary interrupted, "as fascinating a discussion this is, I had thought we might resume our discussions with our guest?"

"'Guest'??" Lex repeated. "What are you..?"

He stopped dead in his tracks as he glanced through the window into the adjacent room…where a familiar figure sat, her hands and feet bound, a nervous expression on her face.

_Ali._

Lex's entire head went even _redder_ than Superman's cape. "_What the HELL, Waller?!!_"

Amanda shrugged. "Since you were unable to obtain Superman's technology, we had to pursue…other avenues."

Gyrich nodded. "That spoiled little pop-tart knows where his stash is," he spat, "and if she knows what's good for her, she'll start singing!"

'_I don't believe this. I absolutely do not BELIEVE it!_' Lex managed to find his voice. "You _let her out of there,_ right NOW!!"

Amanda's eyes narrowed. "Last I checked, Luthor, you didn't give the orders around here."

"Oh, no?!" Lex shouted. "Well, how's _this_ for an order?! Superman just _found out_ I was supplying you clowns with arms for your little state-sponsored uprising in Wakanda!" His eyes narrowed. "And _when_ were you going to tell me this joker was using _kids?!_"

It was General Lassider that answered. "T'Challa's continued refusal to supply us with vibranium has endangered this country long enough; he needs to be removed."

Lex suddenly had a feeling that _this_ was what Clark had been trying to warn him about, months ago. '_How did I get tangled up with these guys?_' "Well, now he's _onto_ us…or at least _me!!_" he shouted. "He gave me until tomorrow to come clean…so unless you let Ali out, this _second_, when I go down, I'm taking you sickos _with_ me..!!"

He was cut off as Lassider grabbed him by the collar, his eyes boring into Lex's scalp. "You listen here, you snot-nosed _punk,_" he growled, "you may not realize it, but when push comes to shove, we are _at war_ with that flying freak; sooner or later, he's going to clash with this country, and right now, _he_ has the upper hand. Our country _needs_ that kind of technology to level the playing field, so I suggest you suck it up and _decide_ what side you're on: ours, or _his?_" His eyes narrowed. "You _get_ me, boy?!"

Lex's expression was utterly tranquil. "_Perfectly._" As Lassider set Lex down, Lex brushed off his jacket. "I may have let my temper run away with me; mind if I go grab some water?"

Amanda nodded. "Be our guest." With that, Lex calmly walked out of the room, heading for the mess hall…before darting down a separate corridor.

Keeping low to evade the security cameras, Lex rejoiced as he happened upon an empty computer terminal, before darting towards it, his hands flying over the keys, as he tried to hack the base's internal network. '_Come on, Waller…you can't be paranoid enough to firewall your internal network from itself…yes!_'

As he accessed the base's key systems, Lex smirked. '_You wanna know what side I'm on, Lassider? Same one I've been on since I was a kid: the Six Musketeers' side!_' His smile became a bit forced as he worked his magic. '_Sorry I didn't listen, Clark…but at least I can start making up for it, now…_'

XXXXXXXX

_Gorilla City, a few minutes earlier_

By the time Superman and the others arrived on-scene, dozens of innocent gorilla-citizens were fleeing in terror as Killmonger's four tanks fired into the city, their cannon-shells blasting buildings apart. "Arrow, cover us from the rooftops!" Superman shouted. "Steel, Kurox, help me take out those tanks! Everyone else, shut these bastards _down!!_"

Nobody needed any more instruction at that; as a barrage of bullets flew towards them from Killmonger's odd-dozen men, Phoenix raised a TK-barrier, repulsing their shots, while Storm raised a wall of fog, allowing Flash to dart towards them unopposed, bowling over two soldiers, while Black Panther moved through the fog like a shadow, felling another two.

Running ahead of Superman and Steel, Kurox assumed his defensive state; instantly, his torso and shoulders became rounded, his shoulder-spikes all but disappearing into his near-spherical upper body, his head sinking down into his chest, his hands becoming completely rounded, while his shields became visible, strengthened to their maximum potential by the energy-reroute. Seeing their approach, the lead tank opened fire, but the cannon-shell _spanged_ harmlessly against Kurox's barrier, deflecting into the sky before detonating. The way cleared, Steel charged towards one tank, raising his sledgehammer and slamming it down, generating a large enough shockwave to tip the tank on its side; running forward, Steel pulled back and smashed the tank's main cannon, bending it down into the tank's hull…where his hammer stuck.

As Steel tried to pull his hammer free, three of Killmonger's goons charged at him, weapons ready; taking careful aim, Cyclops blasted the guns out of the hands of two soldiers, but the third rolled under his shot, coming up on his knees, taking aim at Steel's face…

A salvo of arrows from Green Arrow's bow forced the soldier to move, giving Spider-Man the chance he needed to swing in, snag Steel's hammer with a web-line, and pull just as Steel gave another yank; the hammer came flying out, slamming into the third soldier, knocking him out.

Ignoring the bullets that bounced against his shield, Kurox walked up to the second tank, assuming his normal state and taking hold of the front of the vehicle; he was about to flip it on its end when an RPG took him in the back – the explosion barely dented his shields, but it did knock him clear of the tank. Kurox tried to close on it, again, but two humans charged at him, swinging their firearms like clubs; Kurox was forced on the defensive, as he blocked and evaded their strikes, trying to achieve his task while keeping within his directives…

_First Directive: take no action that endangers a Kryptonian sentient, and allow no Kryptonian sentient to become endangered through inaction._

_First Directive, Sub-Directive One: take no action that endangers a non-Kryptonian sentient, and allow no non-Kryptonian sentient to become endangered through inaction, unless said action/inaction required to preserve a Kryptonian sentient._

_First Directive, Sub-Directive Two: upon activation of Military Protocol, disregard Sub-Directive One._

_Kryptonian sentient not in danger; Sub-Directive One cannot be disregarded…_

Kurox's systems were conflicted; he could not resolve the issue, unless… "_Master Kal-El!_"

Shrugging off a hail of bullets, Superman saw Kurox's plight. "Kurox, engage Military Protocol: override code _Nyak Ju'Roth Cru!_ Activate assault-mode, and pacify all hostiles!"

Superman's order came just as one insurgent swung at Kurox…who caught his hand easily, his hands turning clawed, his torso growing additional crystal spikes, with two fin-like spikes extending back from the sides of his head.

"_Command accepted; battle-safeties off._"

With the precision of a master, Kurox reversed the man's attack, putting enough pressure on his hand to make him cry out, before pulling him in, lifting him up, and tossing him at the other, knocking both out. The tank opened fire at him, but Kurox leapt aside, charging forward and _slicing_ the tank's armour with his clawed hands, before walking towards the third…while the nanobots from his Nanite-Spreader began gnawing away at the vehicle; in seconds, it was reduced to a pile of metallic dust, with two men sitting in the middle.

As Kurox approached the third tank, the pilot frantically tried to ready a shot, but Kurox was faster; his shoulder spikes quickly extended, growing over twice their height, before flipping forward, splitting into two sections, with a brilliant glowing light flashing between them. His Plasma Cannons armed, Kurox's targeting scanners swept the tank, determined it to be hopelessly inferior…and then fired; twin bolts of super-hot, molten energy blazed out of the Cannons, screaming towards the tank…and then struck, erupting in a deadly, superheated blast.

When he looked back, the tank-commander was delighted to see that Kurox had _missed_: the tank was untouched. With a smirk, he ordered the vehicle forward…at which point it crashed through the newly-formed glass-lined sinkhole Kurox's blast had formed. The tank neutralized, Kurox vented his Cannons, opening the backs of the weapons to expel excess heat, before retracting them. "_Hostiles neutralized._"

Shrugging off more bullets and a cannon-shell, Superman grabbed the front of the final tank, lifting it up over his head; he was about to throw it aside like a sack of garbage when a hunting knife collided with his forehead, almost throwing off his balance.

"They say you are mighty beyond belief, 'Man of Steel.'"

As Killmonger circled him, Superman just glared back. "Do they."

Killmonger laughed. "They talk of you as if you are a _god,_" he sneered, "but all _I_ see is another weak _white man._"

He punctuated that sentence by leaping forward, slamming both his heels into Superman's torso in a drop-kick; Superman stumbled back, but steadied himself in time to avoid losing his grip and dropping the tank on top of a trembling mother gorilla and her child who had hidden behind a vendor's stall. "Keep talking, _N'Jadaka,_" he shot back, "and if you'd like me to drop this on _you_, keep attacking me."

Killmonger just laughed. "You won't," he mocked. "You lack the courage to take a man's life, Kryptonian; that is why you are _weak._"

"Says the man who hides behind innocent _children,_" Superman snarled. "What, were you so afraid T'Challa would kick your psychotic _ass_ that you had to use a human shield?"

_That_ struck a nerve; snarling, Killmonger grabbed an RPG-launcher from one of his fallen comrades, taking aim at Superman, he rested his finger on the trigger. "You should have stayed in space, alien," he growled, "for this world has no place for weakness." With that, he opened fire, sending the rocket streaming towards Superman…and then _through_ him, screaming out into open space, to detonate harmlessly.

Erik's eyes nearly bugged out of his head, until Phantom became visible next to Superman, removing her hand from his shoulder. Quickly, Killmonger reached for another rocket, but a metallic hand grabbed his by the knuckles, as battle-mode Android lifted him off the ground, and threw him away like a rag-doll.

Hitting the ground hard, Kilmonger flipped right back onto his feet, drawing his knife; he was about to charge at those insolent, freakish _brats_, when a black-clad blur intercepted him, parrying his knife with a vibranium blade. "I told you to keep this between _us_, Erik."

Killmonger glared balefully at the Panther. "It was _you_ that involved them, T'Challa!" he roared. "What befalls them is on _your_ head!" With that, he waved to his remaining men, who opened fire with more RPGs…only to have them shot down by uncannily accurate thunderbolts.

Black Panther chuckled. "It appears that Mother Nature disagrees with you, Erik," he said. '_For which I am always grateful._' His eyes narrowed. "You are _finished_ here."

By then, Superman had safely thrown the tank aside; at a nod from the Panther, he darted towards Killmonger at superspeed. With perfect timing, the Panther feinted with his knife, and then backflipped away from Erik's counter; darting under Black Panther as he flipped, Superman blocked Erik's knife-strike, before grabbing hold of his wrist and reversing the motion, wrenching the knife away from Killmonger, and then darting forward, slamming his shoulder into him. As Killmonger stumbled back, Black Panther landed on Superman's shoulders, leaping off again, to somersault behind his foe, ready for a pincer-attack. Superman understood perfectly; darting forward, he slammed his fist into Erik's torso, sending him flying back, to crash into the Panther's knee-kick.

Coughing, his mouth trickled with blood, Erik toppled to the ground, while the Panther and Superman stood over him. "Surrender, N'Jadaka," the Panther ordered, his voice edged with iron. 'I promise, you will receive more mercy than you ever showed your victims."

Superman snorted. "Though that isn't saying much."

Erik coughed again…before he snarled. "_Never!!_" With that, he tapped a small unit on his belt…and disappeared. Following their commander's lead, his remaining men did the same.

For a moment, Black Panther was confused. "Erik, what have you…_AARRGGH!!_" His demand was cut off as a bullet pierced his shoulder.

Instantly, Superman put himself between the Panther and the direction of the shot. "Kurox, defense mode!" he ordered. "Everyone, regroup!"

At once, the entire team huddled around Kurox as he projected his shield around them. Storm was instantly at the Panther's side. "T'Challa, are you..?!"

Black Panther slowly straightened up. "It is a flesh wound, Ororo; Erik's men have even less accuracy than they do courage."

Cyclops grimaced. "Can you see anything, Big Blue?"

Superman's eyes flared electric-blue. "I can see traces of a stealth-field around each of them, but they're using cover; it's hard for me to get a fix on them."

"Okay, getting guns from Lex is _one_ thing," Green Arrow muttered, "but how the _hell_ did this guy get his mitts on _cloaking tech?!_"

Superman nodded. "I know; it's remarkably similar to the kind that keeps the city hidden…" he began…but his voice trailed off as it hit him; closing his eyes, he listened carefully…

His eyes snapped open. "This was a _diversion!_" he shouted. "King Solovar was the target!"

Flash half-grinned. "Sounds like there's monkey-business afoot."

Spider-Man groaned. "_Had_ to say it, didn't you."

Superman was all business. "Flash, Spider-Man, you're with me; we'll take out whoever's going after Solovar."

The Panther nodded. "Ororo, you had best accompany them." Storm looked stricken at that thought…but she nodded, as she followed Superman into the air, heading towards the central spire, while Flash darted off along the ground, with Spider-Man swinging after them.

XXXXXXXX

_Panther City_

As she walked around the parts of the capital that had been attacked, Chloe couldn't help but feel a chill grip her spine. '_Those two had __**better**__ not have gotten themselves killed…_'

After the departure of Superman, Black Panther, and their comrades, Chloe had spent the afternoon speaking with the civilians who had been immediately in the area during the attack; to her pleased surprise, most of them were remarkably stoic about the incident. Where many others – including her own countrymen – would have been freaking out at this kind of attack, the Wakandans took it fairly well in stride, and many were already resuming their daily routines; only a handful had been near hysterics, and those had been several of the mothers of the brainwashed kid-soldiers.

That notion was _more_ than enough to give her a chill.

Finishing the last of her interviews, Chloe was about to round a corner, but she quickly ducked back as she saw the Wakandan Princess – T'Shondra – in full black battle-gear, speaking with a Wakandan soldier in front of several combat vehicles. "Princess," the soldier protested, "I must advise against this..!"

"Your advice is noted, Captain…and ignored," T'Shondra said firmly. "My _brother_ is out there, and it has been too long since we have heard back from him. I am going if I have to commandeer a machete and slice my way through that jungle…_alone_ if need be."

The captain looked grim. "If you are determined to go, Highness," he relented, "then my squad and I volunteer to be your escorts."

"Good," T'Shondra replied. "Gather your men; we move out immediately." With that, she turned, and got into the lead vehicle, while the captain went to rally his troops, stopping to talk to a handful by one vehicle, who immediately saluted, loaded their extra gear into the back, and got on board…without closing the rear hatch.

The instant it occurred to her, Chloe knew it was a stupid idea. '_No way; it'd never work…I'd probably get killed, or worse…_'

As the rest of the squadron boarded their vehicles, Chloe's idea won out over her common sense. '_I just know I'm going to regret this…_' With that thought, she darted towards the open trunk, and hopped in, partially closing it, so she could hop out after the vehicle had stopped. To her unimaginable luck, no-one noticed, and the military convoy started to drove off, with her tagging along.

She could only hope that this led to a great story…because it could very well end up being her last…

XXXXXXXX

_Cadmus Base_

Alone in her interrogation chamber, Alison could only ponder Mary Storm's words. '_I can't tell her where the Fortress is…I just can't…_'

She knew that letting Mary get her hands on Kryptonian tech was a monumentally bad idea, that she couldn't be trusted…but _was_ she selling humanity short? Even if she _did_ tell, as long as the Four tagged along, surely Mary couldn't do any harm? '_Oh, God, what do I do..?_'

Absently, she clenched her fists…and froze. '_Hey, it…it almost feels like I can move my hands..!_' Trying again, she found that the material binding her hands was stretching, like warm taffy. '_But how..?_' Then she recalled that the temperature in the room had been rising steadily, over the past few minutes; at first, she'd thought they'd been trying to psyche her out, but now..!

Her eyes narrowing, Power Girl struggled in her chair, trying again to break free; slowly, the material binding her started to stretch…before it finally snapped like chewing gum. '_Yes!_' she quietly exalted, standing up, to pull the remnants off of her hands and feet.

She had just freed herself when the door swung open, allowing Mary Storm to walk in. "Now, where were..?" she began, but she stopped cold as soon as she saw her. "_Waller!! _She's_ loose..!_"

"_Sorry, Doc; no tattling._"

The instant that voice came over the PA, the door's electronic hinges swung it back towards Mary, slamming her face and sending her flying, out cold. Power Girl was stunned. "No way…"

"_Yes way, Dorky. I just switched off the whole defence-system; your path is clear, so MOVE it!!_"

Alison didn't ask twice; switching on the MP3 player in her belt, she felt the familiar surge of energy fill her, before she took off at super-speed, racing through the corridors before anyone could stop her. Within seconds, she could see the exit, with daylight beyond…

She was only meters away when a familiar surge of agony filled her, sending her stumbling. Looking up, she saw General Lassider walking towards her, holding a HLF-transmitter. "That's far enough, you little _brat!_" he roared. "I've had just about enough of you; maybe you'll feel more talkative after a stretch in a federal prison..!"

"_Not happening, Lassider; you Cadmus nutbags are done._"

Lassider snarled as he looked up at the PA. "Luthor, you bleeding-heart _traitor!!_" he exploded. "When I get my hands on you..!"

"You'll _what?_"

The proximity of that voice startled Lassider, as he turned to find Lex, aiming an automatic at him. Lex smiled coldly. "Oh, and in case you haven't figured it out…"

His eyes narrowed as he finished his sentence. "…_I quit._" And with that, he drove the butt of the rifle into the General's gut, before slamming it up into his chin, and finishing by slamming it back down, knocking him out.

Power Girl slowly got back to her feet, her expression incredulous. "_Lex?!_"

Lex smiled sadly. "Hey, Dorky," he teased.

"What…what are you _doing_ here??"

Lex sighed. "Long story short, blondie…I messed up. _Big_ time." His expression turned forlorn. "I got involved with the wrong people, and it took me this long to figure it out; so much for a twelfth-level intellect."

"So…what now?"

Lex's expression turned firm. "Now, you get out of here, Ali; I suggest you lay low for a little while, in case they try to find you, again," he answered. "And don't worry about telling the big guy; he and I already had a falling-out about it." He sighed. "I made this mess, and now I'm cleaning it up, starting by helping out the love of my best pal's life."

Alison's expression lightened. "You mean…even after I…he still..?"

"He turned down my chick-index, Dorky; if that ain't love, I don't know what is." Gesturing to the door, he finished, "Once these losers call off the search, go back to the big lug, will you?"

Smiling faintly, Power Girl nodded. "I'll…I'll do my best." Her smile growing, she walked over and hugged him. "Thanks, Lex; you're a good guy, after all."

Lex smiled back, as he returned the hug. "Any time, Ali," he answered. "Be sure you and Boy Scout come visit me in the slammer, okay?"

Alison laughed. "Sure." With that, she darted off, racing through the doors and flying off at super-speed, getting as far away from Cadmus Base as she could.

XXXXXXXX

_Gorilla City_

As the sounds of explosives and gunfire echoed in the distance, King Solovar grimaced as he looked out over his home. "How are they faring?"

His security chief checked his communicator. "Reports are coming in now, sire; the Panther and his comrades seemed to have the attackers on the run, until they utilized some sort of stealth technology…eerily similar to the Barrier Wall."

Solovar's eyes went wide. "You are certain?"

"Very, milord."

Solovar felt a chill grip him; if this human had access to the Barrier… "We must investigate the Barrier Chamber." As his detail nodded their agreement, Solovar lumbered off, heading into the depths of the palace.

In the lowest levels of the palace, they walked into the Barrier Chamber, which housed the immense, glowing pillar of a machine that projected the Barrier. His expression grim, Solovar walked towards the panels that regulated the device; he was no scientist, like Grodd, but he had a passing grasp of the control mechanisms – enough to know what they were supposed to look like…and at that moment, the position of those controls were vastly out-of-place…

"You should not be here, my King."

Looking over his shoulder, Solovar spotted Grodd, along with his own six-ape detail, as they walked into the Chamber. "It is not safe," Grodd finished. "It is unhealthy to linger in this chamber for any more than an hour…"

"I had to see something," Solovar answered, gesturing to the controls. "Take a look at this; I am no expert, but this configuration…"

Grodd did not move. "…allows the Barrier to extend to several localized units."

The chill Solovar had felt returned with a vengeance. "Tell me, Grodd," he said slowly, "how is it that these intruders could have the ability to hide themselves?"

Grodd's expression started to darken. "You should not have come, Solovar."

_TSSEEWW!!_

_TSSEEWW!!_

The plasma lances of Grodd's force flared, cutting Solovar's detail down in seconds. Solovar was shaken, but he managed to keep his wits. "It was _you_, wasn't it?! _You_ gave the humans technology; _you_ led them here..!"

Grodd chuckled as he drew his own lance. "For too long, our people have remained complacent in the face of the human threat," he said, as if practicing a speech, "but now that they have murdered our beloved King, we can ignore them no longer. It will be with great reluctance that I fill our King's space, but as the only ape with the knowledge needed to defeat them, I cannot ignore our people's need."

His face twisted with wicked glee. "Oh, how I have _waited_ for this!" His hand started to tighten on the trigger…

_SSHHEEEEEWW!!_

Grodd howled in agony as a deadly red beam pierced the plasma lance, superheating it in seconds, forcing him to drop it; snarling, Grodd turned towards the entrance, where Superman, Storm, Flash, and Spider-Man stood. "So _we're_ the threat, huh?" Superman snapped. "Well, what does that make _you?_"

Grodd's eyes narrowed balefully. "You should have stayed out of it, humans!!"

Spider-Man shrugged. "Call it a habit," he said. "So, you gonna quit monkeying around, or do we have to get rough?"

Flash groaned. "Oh, and _my_ joke was bad?"

Roaring in anger, Grodd's detail drew their lances, opening fire, prompting Superman and his comrades to scatter. Summoning a frigid gale, Storm literally blew their weaposn out of their hands, while Spider-Man fired a web-line, swinging up above the six-ape force. "Alright! My favourite game!" he cheered, dropping down to hang between two apes. "_Monkey in the middle!_" Enraged by his comment, the two apes rushed at him, just as Spider-Man darted back up, causing them to crash into each other, before dropping back down.

A third ape had already leapt at him, but he was blown away by the shockwave of Flash's momentum. "_Alright,_ already! Enough with the monkey-jokes!" With that, he darted towards a fourth ape, running around him at dizzying speed, turning him into a living top, before pushing him towards the remaining two, knocking them out.

Snarling in desperation, Grodd drew his lance, firing a salvo at Solovar; the gorilla-king froze as the plasma-bolts shot towards him…before Superman darted towards him, rushing ahead of the shots to snatch him out of the way. As the blasts impacted the control-panels, Grodd spun, opening fire again, forcing Superman to brace himself; the shots took him square in the chest, sending him sprawling. Superman hit the ground hard, but did a handspring, coming back up onto his feet. "Storm! _Winter Wonderland!!_"

At that signal, Storm focused, summoning a frigid blizzard right on top of Grodd's _head._ As the ape-madman started to shiver, Superman unleashed a burst of his frost-breath, more than doubling the cold; Grodd had been struggling to aim his lance again, his finger tightening on the trigger…but it never closed contact, as he found himself trapped in a block of ice. Ceasing his frost-attack, Superman darted at the ice-block, shattering it with one punch and sending Grodd flying, to land out cold in every sense of the word.

With Grodd and his flunkies dealt with, Superman and the others started to relax…until Solovar's shout filled their ears. "S-Something's wrong!"

Rushing over to the control panel, they all shared horrified expressions at the sparking controls. "Okay, _that_ can't be good," Flash said with a gulp.

His hands flowing over the panels, Superman grimaced. "Grodd just fried the generator's automatic vent-control; power's building to dangerously high levels!"

"Will it explode?" Storm asked.

"If we don't stop it!"

Solovar grimaced. "I…I am not familiar enough with the Barrier-Source..!"

"This is basically a modified Kree shield-generator; the Kree's cloaking tech drained so much power, it had to be tied directly into a primary system, like shields or propulsion," Superman reported. "The automatic vent is gone, but it looks like the manual venting subroutines are still operational."

"Well, what are we waiting for?" Spider-Man asked. "I'm all for _not_ blowing up!"

Superman looked grave as he glanced to Solovar. "Your Majesty…in order to do this, I have to, momentarily, deactivate your cloaking field…"

Solovar nodded. "As I see it, we can either lose the Barrier for a moment, or forever," he answered. "_Do_ it." At once, Superman's hands blurred over the control-panel, entering one command after another, trying to stay ahead of the growing overload…

The generator pulsed angrily…before it let out a whining hum, its light growing darker, and then going out.

Checking the readout, Superman let out a relieved sigh. "It's done," he said, checking another data-stream. "It looks like Grodd diverted part of the cloaking-field to several handheld units that he must have given to Killmonger and his men; it'll be a few minutes before the field goes down, but when it does, those units should fail, as well."

Solovar smiled wearily. "Thank you," he replied. "I know not how you know of the Barrier technology, but I am grateful."

"Hey, after his people saved this place, the first time, it's old hat, by now," Flash quipped.

Superman frowned. "Flash…"

Solovar looked confused…until he understood; his eyes went wide. "You…you are of the people of the Light..?"

"Introductions later," Superman said firmly. "Right now, we still have a terrorist on the loose. Let's go." With that, he darted off, the others following close behind him, leaving a bewildered Solovar in their wake.

XXXXXXXX

As numerous bullets impacted against defense-state Kurox's shields, Cyclops kept his hand on his visor, ready in case one of Killmonger's men slipped up…but his opportunity never showed. "Jean, can you sense them?"

Phoenix had already been focusing, her cherry eyebrows furrowed. "I'm sorry, Scott," she replied, shaking her head. "I don't know if it's Kurox's shields or those cloaking units, but something's throwing off my telepathy; I can't get a hold on them."

Killmonger's laugh echoed from the alleys as another spray of bullets impacted Kurox's shield. "Why do you cower, T'Challa? Come face me!"

"Certainly," Black Panther answered calmly, "as soon as _you_ stop hiding behind stolen technology."

Steel scowled. "Okay, if the big guy here is supposed to be so advanced, how come _he_ can't find these guys?"

"_Kree cloaking technology is vastly inferior to Kryptonian,_" Kurox stated. "_A basic sub-space scanning beam could easily disrupt their cloaks._"

Phoenix blinked. "Kurox, are you saying that you can find them? Why didn't you say anything..?!"

"_Two reasons, Jean Grey,_" Kurox answered. "_In my present defensive state, my transcan subroutines are inactive; to project a scanning beam, I would have to assume my default state…which would retract my shield._"

"Very well," the Panther conceded. "And the second reason?"

"_No such orders were issued._"

Green Arrow's eyebrow twitched. "_Tell_ me he didn't just say 'We never asked'…"

Android spoke up. "_Kurox, at present, you cannot project a scan-beam…but can you modulate your shield-frequency?_"

"_Affirmative._"

"You have an idea?" Phantom asked.

Android nodded. "_If Kurox can send out an energy-pulse along his shield while modulating its frequency, eventually he should match the cloak's frequency; when that happens, the resulting resonance will cause a feedback, revealing their position._"

Phantom beamed. "Mark, that's _genius!_" she exclaimed, hugging him.

Cyclops turned to Kurox. "Can you do it?"

"_Affirmative,_" Kurox said, his inner systems whirring. "_Modulating shield-frequency…projecting wave…now!_"

Like a crystalline radar-dish, Kurox emitted an expanding energy-wave from his shield, spreading out through the city, passing through solid matter, revealing nothing. A few seconds later, another wave spread out, again exposing nothing. After several more pulses, Kurox let off another wave…which pinged against something, as a human-shaped outline appeared just ahead of them, faintly illuminated against the air.

"_Cloaking frequency matched._"

Before the cloaked soldier could flee, Green Arrow let loose with an arrow, piercing the goon's shoulder and sending him falling. Kurox pulsed again, exposing two more of Killmonger's men; letting loose a TK-wave, Phoenix disarmed them, before Cyclops blasted them into oblivion.

As Kurox let loose another pulse, Black Panther and Steel rushed out behind it. Once the last three became visible, Steel let loose a shockwave from his hammer; two soldiers were sent flying, but the third leap clear. The Panther was instantly on him. "You cannot hide anymore, Erik," he growled, his knife drawn.

"Nor can _you!!_" Erik snarled, lashing out with his own blade, his outline blurring as his blade caught on Black Panther's. Erik quickly pulled back, before darting back in with a feint; the Panther moved to parry, but Erik leapt over him, as his outline faded completely. Darting around, Black Panther found only open air in front of him; his eyes narrowed in frustration, before he calmed, closing his eyes, relaxing every muscle.

The gift of the Panther Clan's herb allowed for more than just keen sight; he would need _all_ his senses. He listened to the crackle of stone broken by their battle, to the soft whimper of innocent gorillas caught in it, to the whisper of the wind…

_There!!_

Black Panther quickly ducked as an invisible blade _whooshed_ over him, before twisting back into a two-handed knife-slash; a flash of red and a cry of pain told him he'd struck true. Rising back up, the Panther saw blood trickling from the side of an invisible torso, as Erik staggered to the side. Black Panther did not hesitate; with a roar worthy of his namesake, he pounced on his foe, knocking him down, holding his knife-point over Erik's eye. "_Yield,_" he ordered.

As if in response, Erik's cloak dropped, along with those of his men; Killmonger's baleful stare met his, now. "This changes _nothing!_"

Catching movement out of the corner of his eye, the Panther chuckled. "Actually, it _does._" He simply craned his neck towards the movement; following his foe's gesture, Erik's face paled as he saw several Wakandan combat-vehicles braking hard, their drivers pouring out, hurrying towards them…with T'Shondra at the head.

Stopping in front of the Panther, T'Shondra smiled faintly. "Big Brother," she greeted, "you seem to have things in hand."

Black Panther rose to his feet, pulling Killmonger up, as well, handing him to the soldiers. "Get him out of here." Erik could only glower back, as Black Panther's men led him away.

As Cyclops and the others walked towards them, T'Shondra could only look around in astonishment. "What is…where are we?"

Her brother sighed. "In the middle of a _very_ long story."

"_I'll_ say!"

Everyone froze at the sound of that voice, as Chloe appeared from behind a vehicle. Cyclops nearly choked. "How did _she_ get here??"

Green Arrow sighed, shaking his head. "The same way she _always_ does," he said quietly.

Chloe was on reporter-autopilot, scribbling rapidly in her notebook. "This…this is unbelievable!" she exclaimed. "I mean, a _city_ of sentient _gorillas_, in the middle of _Wakanda!_ This is the biggest story since…since…since _you_ guys!!"

"It certainly is, Miss Sullivan."

Superman's voice startled her as he touched down, the remainder of their team beside him. "That's why you _mustn't_ run it."

Chloe was dumbstruck. "Are you _joking??_" she cried. "Don't you know what this _means..?_"

"Yes, Miss Sullivan; I _do_," Superman answered quietly. "Do you?"

"Of course!" Chloe laughed. "This could completely redefine what we think we know about primate evolution! It'll change _everything..!_"

"Yes, it will," Superman agreed, gesturing towards the city, "for _them._"

It was then that Chloe looked towards the city, as the dozens of gorillas stared back at her, their sad, frightened gazes meeting hers, silently imploring.

Chloe sighed, as she ripped several pages out of her notebook, crumpling them up and stuffing them in her pocket. "Sometimes I _hate_ having a conscience…"

Black Panther had already fixed his men with a firm gaze. "Hear me, all of you!" he ordered. "You are all hereby sworn to silence; you _will not_ discuss what you have seen today with anyone – not your immediate superiors, not your families, _no-one!_ Is that understood?"

"That goes double for us," Cyclops said. "We _can't_ let the existence of this place get out."

"_Understood,_" Kurox answered. "_Upon return to Institute, the location of this city will be deleted from my memory._"

Steel chuckled. "That'd be going a little _too_ far, big guy."

"Hey, at least he's good in a pinch," Green Arrow said. "For a tin-man, he's okay."

Phantom giggled. "It sounds like you just got a new codename, Kurox."

Superman's expression was grim. "We'd best leave," he said quietly. "We've disrupted their lives, long enough." With that, he took to the air, while the rest of them started to clear out, as well.

XXXXXXXX

_Cadmus Base_

As a bloodied General Lassider and a bruised Mary Storm staggered back into their meeting room, a frown crossed Amanda Waller's face. "Would someone care to explain to me _how_ this happened?"

Lassider scowled back. "Luthor turned on us," he muttered. "That little _punk_ somehow let that Blaire brat out! I _told_ you bringing him in was a bad idea, Waller..!"

"You mean we now have _no_ leads on where Superman houses his technology?!" Gyrich hollered. "How could we have missed this?! How could we have not _known..?!_"

"I'm afraid we now have bigger problems than this," Amanda interrupted. "We all heard that Luthor has been compromised; he plans to go public."

Robert's eyes went wide. "If that little snot tells a judge who we are and what we're doing..!"

Amanda nodded. "Guantanamo Bay, all over again."

"He _won't_ get to a judge," Lassider snarled. "I can promise you _that._"

"That still doesn't solve our first problem," Henry whined. "Without the Blaire girl, we have no way to locate the Kryptonian's stockpile..!"

The entire time, Mary had kept out of the talk, dividing her time between talking on her cell-phone and massaging her bruised nose. "Actually," she spoke up, "we _do._"

Amanda arched an eyebrow. "Dr. Storm?"

Mary smiled. "One of my subordinates at the lab you provided me with has located something interesting," she explained. "Something that fell out of the sky." Holding up her phone, she showed them the image she'd just been sent. "It has a power-signature remarkably similar to what my daughter and her husband recorded from Superman's ship."

Everyone was silent at that. "You have our permission to proceed, Dr. Storm," Amanda said finally. "Find out everything you can from this object; the rest of us will deal with Luthor." Nodding, Mary stood up, and strode out of the room, smiling to herself as she looked at the image.

The image of a translucent, perfectly square crystal…

…with a black, stylized 'Z' etched seamlessly into its facets.

XXXXXXXX

_International airspace_

"You're sure you're okay, Clark?"

As she spoke with her coworker through the plane's seat-mounted phone, Chloe could practically hear the quiet chuckle in Clark's voice. "_I'm sure, Chloe; you guys don't need to wait up. Just tell Mr. Jameson I'm taking a day off._"

Chloe looked stricken. "We wouldn't have minded waiting…"

"_I know, Snoopy; I just figured the scenery might do me a bit of good. I'll be back, tomorrow._"

Chloe nodded reluctantly. "Okay, Clark. See you soon."

As Chloe hang up, Peter glanced over from the seat next to her. "Is Clark okay?"

Chloe sighed. "I don't know, Peter."

Peter smiled sheepishly. "Hey, at least we managed to get a few good shots of the city during the attack."

Chloe nodded. "Right," she said slowly. "You and Clark got lost on the west side…"

"Yep." Peter's face suddenly turned green. "Crap. I need to go; that Wakandan cuisine's goin' right through me…"

As Peter got up, darting for the washroom, Chloe's expression turned serious, as she fished out her laptop, switching it on and loading up the file of all the evidence she'd collected, adding today's events to it.

She and Clark were on assignment to a different _country,_ this time.

Clark disappeared; Superman showed up.

Superman left; Clark mysteriously turned up, again.

Checking back over her earlier findings, Chloe found that same pattern, repeated over and over again. The first few times, she'd ignored it, but now…

…now, her earlier, far-fetched theory of Clark actually _being_ Superman didn't seem so far-fetched, anymore.

Powering down her laptop, Chloe tried to quell the turmoil of her thoughts; she couldn't let anyone at work know she suspected Clark of being Superman, especially Peter…

Thoughts of her _other_ coworker made her pause; Peter seemed to be absent some of the times Clark was, which seemed to coincide with…

Chloe shook her head. '_Careful, Sullivan; next thing, you'll start thinking Peter Parker is Spider-Man._'

Now _that_ was a crazy notion; she'd been working with _two_ superheroes without even knowing it. '_Some reporter I'd be if it was true…_'

XXXXXXXX

_Panther City_

As he strode into the Royal Palace at the heart of Wakanda's capital, Clark spotted King T'Challa, back in his casual garb, shaking John-Henry's hand, with Clarissa, Ororo, and T'Shondra standing to the side, in the Palace gardens. Clark waited for John and Clarissa to walk off before approaching; seeing him walk in, T'Challa smiled pleasantly. "Ah, Mr. Kent; I'm glad to see you made it through the day unscathed."

Clark chuckled. "I guess Bast's blessing kicked in, after all, Your Majesty," he answered. He glanced towards John and Clarissa. "I take it the Royal University might be getting a couple more students, this year?"

T'Challa nodded. "As soon as they finish their basic education, we would be proud to have them study here."

Clark chuckled. "I can see why," he agreed. "I'm surprised Superman didn't invited John to join the League."

T'Challa's smile turned knowing, again. "As am I, young man; as am I."

Seeing her own confusion reflected on Clark's face, Ororo spoke up. "Will you be staying long, Mr. Kent?"

"I might stay a little while," Clark confessed. "I've been feeling a bit down, lately."

T'Shondra smiled gently. "Well, hopefully, our home's scenery should cure that."

Clark couldn't help but nod in agreement. "If this country isn't a paradise, then it's the closest humanity is ever going to come to one."

T'Challa chuckled. "I am honoured to hear you say that," he replied, "_Superman._"

Clark, Ororo, and T'Shondra all froze at that statement. "_W-W-What??_" Clark stammered, his eyes darting around for anyone who might have heard that. "S-Superman?? _Me??_ Your Majesty, that's…that's _nuts!_"

Ororo was quick to back up his denial. "T'Challa, _honestly!_" she laughed nervously. "_This_ young man? Why, Goddess love him, but he can barely go five steps without tripping over his own feet!"

T'Challa fixed his love with a wry gaze. "Please, Ororo, have _some_ faith in me; do you honestly think I would say this where anyone else could hear? Or without being _certain?_"

Clark gulped. "R-Really, Your Majesty, I'm afraid you're a bit off-base…"

T'Challa frowned. "I understand your need for secrecy, Kal-El, but please do not insult my intelligence so," he chided crossly. "I find it too much of a coincidence for 'Clark Kent' to reappear mere minutes after Superman leaves. Furthermore, my sense of smell may never match Wolverine's, but it is acute enough to tell between a human scent and a non-human one…like yours."

Clark felt panic grab hold of him; he had to figure out a way to convince T'Challa that he wasn't..!

T'Challa sighed resignedly. "Yet even all this could be explained," he admitted, "were it not for the _last_ piece of evidence." He looked Clark in the eye. "Do you not remember?"

Clark blinked. "Remember what?"

"It was around 14 years ago," T'Challa continued. "I was but a prince, accompanying my father on his last visit to your country." He closed his eyes. "It could have ended in disaster…but it did not, thanks to a certain young boy."

Clark was confused, at first…but then his eyes went wide, as he remembered…

XXXXXXXX

_New York City, New York, July 5, 1995_

_Explosions echoed around the New York hotel district as half of the Wakandan diplomatic party hurried out of the hotel; King T'Chaka, in his ceremonial robe over his business suit, led the evacuation party, with his 20-year-old son, T'Challa, following close behind him, their security detail covering their escape. Emerging onto the street, they were nearly buried under a fresh wave of rubble as something crashed into the asphalt, a few blocks away; the dust soon cleared, revealing a man-shaped mechanized device, over twice the height of a normal man, being held back by a man seemingly made out of metal – the American superhero, Captain Atom._

_As Captain Atom drove back the machine with an energy-blast, one of the security detail rushed towards his King and Prince. "Your Majesty, we must go, now!" he cried._

"_Not without my wife and daughter!" T'Chaka barked. "Where are N'Yami and T'Shondra?! They should have been here by now!"_

"_They were being evacuated by a different route, Sire!" the man reported. "When I last heard, they…look, Sire!!"_

_Following the man's pointing hand, T'Chaka let out a half-sigh of relief as he saw his wife and their young daughter being led out by another handful of guards…but that proved short-lived, as the mechanical monstrosity let loose a barrage of missiles, blasting chunks out of a nearby building, sending them falling towards the fleeing group. The security team quickly pushed N'Yami and T'Shondra out of the way as the rubble crushed them, as N'Yami gathered her daughter into her arms, bolting towards her husband…but another wave was already falling towards her..!_

_Blindly frantic, T'Chaka raced towards his wife, ignoring the cries of his detail, his son right behind him…but they weren't fast enough; the rubble was going to..!_

_The mass of rock was only inches from striking N'Yami when a red-blue streak roared through, slamming into N'Yami and sending her and her child flying out of the path of the rubble, before crashing into a nearby alley. His heart in his throat, T'Chaka rushed to his wife's side. "N'Yami, are you..?!"_

_N'Yami coughed, before standing up. "I am fine, husband; the wind has been knocked out of me, but I am fine."_

_Helping his terrified sister to her feet, T'Challa looked bewildered. "Father…what was that?" T'Chaka had no answer for his son…until he heard it._

"_Oh, man…Ma's gonna KILL me!"_

_Hearing that voice, T'Chaka and his detail rushed into the alley, expecting to find some new horror…but their apprehension turned to incredulity, as they beheld a young American boy, no older than T'Shondra, with short black hair, and blue eyes, clad in blue jeans, a tattered blue t-shirt, and a muddy red jacket, standing there, looking at his clothes in dismay. As they drew closer, the boy looked up, his eyes wide. "Uh-oh…"_

_T'Chaka could only stare. "Boy…did you..?"_

_The boy looked terrified to the point of tears. "I'm sorry!" he cried. "I know I shouldn't have pushed that lady, b-but that rock was gonna fall on her..!"_

_N'Yami's hand was quickly on T'Chaka's arm. "You needn't be so stern, my love," she said, before smiling at the boy. "What is your name, little one?"_

"_C-Clark, ma'am; Clark Kent." He gulped. "I-I didn't hurt you, did I?"_

_N'Yami shook her head. "Not at all, Clark Kent," she soothed. "You should never apologize for saving a queen's life, nor that of her daughter."_

_Clark's eyes nearly bugged out of his head. "R-Really??"_

_N'Yami chuckled. "Really." She looked to her husband expectantly. "T'Chaka?"_

_T'Chaka quickly recomposed himself. "Forgive my reaction, boy," he said, "but…how in Bast's name did you move so swiftly?"_

_Clark lowered his gaze. "I'm sorry, sir, but I don't know; I've always been able to move really fast like that."_

_N'Yami quickly changed the subject. "I'm sure your parents must be worried about you…"_

_Clark gasped. "Oh, no…I've gotta find them! We were at the mall with Aunt Bernice, but we got separated! Between that and messing up my clothes, I'm DEAD!"_

_N'Yami smiled. "Well, I'm sure we could help straighten things up once this chaos dies down," she said, "don't you agree, my love?"_

_T'Chaka nodded. "You will come with us, Clark Kent; once the danger has passed, we will help you find your parents." With that, he and T'Challa strode out of the alley, while N'Yami took Clark by the hand, leading him after them._

XXXXXXXX

Clark was silent as he let that memory wash over him; he and his folks had gone to New York to visit Aunt Bernice for the 4th of July holiday, and ended up seeing more fireworks than they'd bargained for.

T'Challa's expression was grim. "I nearly lost my mother and sister, that day," he said quietly. "My father made a promise – one which I will honour – that if there should be anything that you and yours need which is in our power to give, then you should come to us and we will give it freely." He smiled. "And that includes silence."

Clark closed his eyes; he was busted. Slowly, he stood up fully, shedding his nervous posture as he switched off his image-inducer. "I am sorry if I offended you, Your Majesty; that was never my intent," he said, his earlier stutter completely gone. "I sometimes forget that my disguise isn't really much of one."

T'Challa chuckled. "Hiding in plain sight is often a canny strategy," he conceded, "but only when used against those on the verge of being oblivious."

"T'Challa," Ororo urged, "_no-one_ can find out who Kal really is..!"

"As I said, Ororo, you should have more faith in me," T'Challa answered. "My family owes a debt of honour to Kal's – Clark's – which we would _never_ betray." He arched an eyebrow. "There is _one_ thing I must know, however: are you _really_ so determined to remain inconspicuous as to perform such a farce of clumsiness every day?"

Clark felt a mild blush cross his face. "Actually," he confessed, "when I'm out-of-uniform…only about 85 percent of my goof-ups are faked."

Ororo blinked. "What?"

Clark chuckled. "You know how I wear my uniform under my street-clothes, right?"

Ororo looked confused. "Yes…"

Clark sighed. "In order to fit my boots under them…I have to buy shoes that are _three sizes_ too _big._"

T'Challa, T'Shondra, and Ororo all stared at him for a moment…before they started sputtering with laughter. Clark's expression went flat. "Yeah, ha, ha, ha…" he muttered.

"I'm…I'm _sorry!_" Ororo forced out between giggles. "That's just…so _funny!_"

Clark half-smiled. "Yeah, well, let's see _you_ keep perfect balance when your own shoes are clunking against your feet."

Stifling his laughter, T'Challa met Clark's gaze. "You needn't worry, Clark; neither my sister nor I will divulge your secret?" He glanced to his sister. "Correct?" T'Shondra, still in a slight daze, nodded numbly. "Good." He glanced towards Ororo. "Now, we won't keep you any further; please, enjoy our country's hospitality."

Clark got the hint. "You know, I think I will." He looked to T'Shondra. "Princess?" By then, T'Shondra had caught on, and nodded, before following Clark out of the garden.

Stopping behind a wall, out of sight, Clark placed his head close to the wall, while T'Shondra looked on in confusion. "What are you..?"

Clark gently waved for silence; he needed to listen. After a few seconds, he hit pay-dirt, as Ororo's voice came through. "…could have _warned_ me."

T'Challa chuckled. "You would have tried to stop me, my love," he answered. "From what you told me of the past few weeks, he needed another friend, especially now…"

Clark could hear the sadness in Ororo's voice. "After everything else, this had to happen now…"

"When we pray for strength, Bast sends us trials to make us strong," T'Challa reassured her. "I know not how, but I believe that things _will_ get better."

Ororo was smiling, now. "How is it you always know what to say to make me feel better?"

T'Challa's tone turned soft. "I do not," he confessed, "for I never knew what to say…to make you stay."

Ororo's voice wavered. "T'Challa…it has _never_ been that I did not want to stay…but my students _need_ me, just as Wakanda needs _you_…"

"I am not asking for right this _moment_, Ororo," T'Challa said. "My family has always believed in long engagements, and for you, I would wait until the end of _time._"

Clark could hear joy pooling in her voice. "You…you really..?"

"I always have." T'Challa dropped down to his knees. "Ororo Munroe…my beautiful Windrider…will you..?"

Ororo didn't even let him finish. "_Yes!!_" she exclaimed, throwing her arms around his neck. "A thousand times, _yes!!_"

Clark smiled, allowing his focus to drift from their conversation, giving them their privacy. '_Good for you, 'Ro,_' he thought. '_At least one of us can get a happy ending…_'

T'Shondra arched an eyebrow. "What? What is it?"

Clark chuckled. "I hope you won't mind getting a sister-in-law, in the future." He turned to go. "Take care, Your Highness." He started to walk off.

"I never said thank you."

Clark paused, looking back over his shoulder. "For saving my mother and I," T'Shondra elaborated.

Clark smiled gently. "And you'll never _have_ to," he answered. "See you at the wedding, if not earlier."

T'Shondra smiled back. "Promise?"

"I _never_ lie." With that, Clark turned, and walked off.

XXXXXXXX

_Xavier Institute_

After returning to the Institute with the others, Kurox promptly resumed his earlier scans of the facilities, along with his on-going data-upload; he had just been finishing a sweep of the upper levels when he came across Jean Grey as she emerged from her room. "Hey, Kurox."

"_Salutations, Jean Grey._"

Jean's expression faltered. "You haven't seen my Aunt nearby, have you?"

Kurox paused. "_Inflection of that query suggests apprehension, Jean Grey; state problem._"

Jean groaned. "It's just…I still don't know how to deal with her after…catching her doing it with _Logan!_"

"_Communication dysfunction; "it" term undefined. Clarify._"

A feminine chuckle startled Jean, as Madelyn rounded the corner. "I think I can take it from here, big guy."

Jean frowned, prompting Kurox to run a quick scan. "_Posture suggests duress; order disregarded._"

Madelyn sighed. "As you like." She looked to Jean, a guilty smile on her face. "I think we need to clear the air."

Jean shrugged. "So clear it; _I_ have nothing to say."

"Very well," Madelyn began. "I can see why you'd be uncomfortable seeing me with one of your teachers…"

"'Uncomfortable' doesn't even begin to describe it."

"Still talking," Madelyn chided with a frown. "I'm getting the feeling that you think this was a one-night stand, or a two-night at the most."

Jean arched an eyebrow. "It's not?"

"Not if I have _my_ say about it?"

Jean's angry expression dimmed. "Wait…do you…actually _like_ him..?"

"…the same way you like Scott? I don't know," Madelyn answered. "But there have been precious few quality men in my life, Jeannie; I saw a chance with one, and I took it."

Jean sighed. "How is jumping into bed with him going to make him want to stay beyond one or two nights?"

Madelyn's smile turned sly. "Never underestimate the effect the libido has on persuading men, sweetie…"

"Again. Ew."

Madelyn sighed. "If this is really bothering you, honey, then Logan and I can slow things down," she finished. "It might put a kink in my master plan, but that's how the cookie crumbles."

'_Master plan..?_' Jean thought, but stopped; she didn't want to know, and her aunt _did_ deserve to be happy. "No, Aunt Maddie, you don't have to do that."

"Oh, good, because I was bluffing." At that, Jean couldn't help but smile. "Now, why don't we go grab some ice-cream and compare notes?"

Jean flushed red. "_Aunt Maddie!!_"

"Oh, fine; just the ice-cream, then."

Jean finally relented. "Sure."

As the two walked off, a puzzled Kurox watched them go, before continuing on his way. _Sweep complete. Commence scan of lower levels…_

"Kurox?"

That vocal-pattern suspended all other commands, as Kurox turned towards Kara. "_Awaiting instruction, Mistress Zor-El._"

Kara smiled gently. "Just wanted to deliver a message from Kal," she said. "My cousin wants you to report to the Fortress; until further notice, you will be overseeing the day-to-day operation and security of the outpost and reporting directly to him, while remaining ready for any emergency deployment." She chuckled. "His exact words were 'I'm not sure Earth is ready for him, Kara.'"

"_Understood, Mistress Zor-El._" With that, Kurox turned to go.

"Wait."

Kurox paused, as Kara's tone turned guilty. "Kurox…I don't want you to tell Kal about this, but I'd like you to keep an eye on him whenever you can."

"_Mistress Zor-El, my standing Primary Directive is to preserve the House of El…_"

"This is different, Kurox; I'd like you to keep an eye on…on his mental state," Kara whispered. "I have reason to believe that…Kal may have the W-Gene."

"_Please clarify, Mistress Zor-El._"

"For most of the past two years, Kal and Alison Blaire have been romantically involved; if Kal has the Gene, that would be _more_ than enough time for an empathic bond to form," Kara explained. "Since their separation, Kal's behaviour has changed…"

Kurox anticipated her explanation. "_You believe that this change is due to his bio-neural field being out of sync from Alison Blaire's absence._"

"It's possible," Kara said. "If this is just him being depressed, or angry, then he'll get over it, but if it's not, then we need to know if he starts manifesting physical symptoms…"

"_Understood, Mistress Zor-El; I will survey Master Kal-El's behaviour and cross-reference with known cases of empathic separation._"

Kara beamed happily, as she hugged him. "Thank you…_Tin Man._" With that, she hurried off, while Kurox turned, and started to stride out of the Institute, his processors humming as he went.

_Accessing A.I. Core._

_Accessing recognition tags._

_Adding tag: code-name "Tin Man."_

_Recognition tag accepted._

_Active battle-callsign: Tin Man._

_New settings accepted._

XXXXXXXX

_LexCorp HQ, April 25_

The morning sun had cleared the horizon as the LexCorp building began to come to life; although most of the city was still sleeping, LexCorp was ready to seize the day.

That thought brought Superman no peace as he stood on the rooftop across from it, waiting. He'd tried to spend yesterday afternoon enjoying Wakanda's sights, but he hadn't been able to focus; after leaving Wakanda, he'd spent most of last evening and the morning watching Lex like a hawk…to no avail.

Lex had made no attempt to call the police.

It was now 8:00, Superman noted with a grimace. '_Come on, Lex…there's got to be some of the old Musketeer still left…please…_'

His heart leapt into his throat as he saw Lex emerge from the main entrance below, a metal suitcase in his hand as he headed for his limo. The driver got out to greet him. "Where to, sir?"

Lex took a deep breath. "NYPD, the 101st Precinct."

At that, Superman smiled in relief; even after everything that had happened, Lex had refused to cross that last line…

_**BANG!!!**_

The sound of a high-powered slug filled Superman's ears as he saw the assassin's bullet spiralling towards Lex; racing towards his friend, Superman shot ahead of the bullet, catching it inches from Lex's head. Lex's eyes were wide as he saw Superman's hand snatch the bullet away from him, but he quickly relaxed, a weary smile crossing his face…

_Paf!!!_

Lex's smile disappeared as the silenced bullet pierced his skull, spraying a fine red mist over Superman's face. Superman felt the world fade to silence as his best friend fell like a puppet with its strings cut. He almost didn't notice himself turning towards the culprit – Lex's _driver_ – to seal him in ice with a burst of frost-breath; his body moved on autopilot as he scooped Lex into his arms, flying towards the hospital at top speed, screaming for a doctor as he raced in, watching as his best friend – his brother in all but blood – was wheeled away…

"Superman?"

The doctor's voice stirred him out of his stupor. "W-What?"

"I said we've gotten Mr. Luthor into surgery," the doctor said. "He's been in for over an hour."

Superman blinked, trying to clear his vision. "How…how is..?"

The doctor looked grim. "To be honest, sir, it doesn't look good," he confessed. "Our surgeons feel confident they can remove the bullet, but at best, it's a 50/50 chance. Even then, he'll likely be on life-support…"

Superman felt his knees wobble, as though he'd been stabbed with _kryptonite._ He started to back away…before he turned and _bolted._

Superman shot out of the hospital, flying north as fast as he could; he _had_ to get away. Reaching the polar ice in minutes, Superman landed hard, stumbling as he touched down, trying desperately to catch his breath.

They had tried to kill him; whoever Lex had been working with, _they_ had done this.

_He'd_ told Lex to go public…and they'd _shot_ him for it.

They'd shot his best friend.

Because of _him._

As the noise of humanity – all its screaming, all its shouting, and all its pleading – filled his ears, Superman dropped to his knees, unable to take any more.

His scream echoed far across the ice, shaking glaciers, startling polar bears, and cracking thin ice, before he fell flat on his back, utterly drained.

His entire world was collapsing around him…and there was nothing he could do about it.

He didn't know what to do.

Not anymore.

XXXXXXXX

_Author's Note: I did it! I finished in time for Christmas! I realize that this chapter may seem too dark for the holidays (especially at the end), but things always seem darkest before the dawn. Anyone who's been depressed knows this, and now, so does the Man of Steel. Please believe me; things WILL get better, both in this story, and in real life. The dawn IS coming._

_That said, I hope you enjoy this chapter! Merry Christmas, everyone! See you in 2010!_

_Coming Soon:_

_The Man of Steel has been pushed to the breaking point, but his biggest challenge yet lies in wait._

_While her friends fall prey to a terrible trap, Alison gets advice from the most unlikely source of them all._

_Can our heroes survive this dark insurrection?_

_Or will Hellfire burn eternal?_

_Be there, when the "Coup d'Etat" begins…_


	30. Coup d'Etat

CHAPTER TWENTY-NINE: COUP D'ETAT

_Undisclosed location, May 3, 2009_

In the darkened hallways of one of the Hellfire Club's many safe-houses, a black-robed figure silently glided through the darkness, stopping outside a brightly-lit room, where a shapely blonde woman, clad in white, sat, brushing her long hair. "Miss Frost?"

Pausing in her grooming, Emma smiled slyly to herself, before turning her smile genuine as she faced her student. "Yes, Sooraya?"

"I…I was just wondering," Sooraya said nervously, "it has been so long since we had a mission…"

"My dear girl, this is just what we Westerners call 'down time,'" Emma answered. "There is simply no work that needs doing."

"But…but it has been so long," Sooraya pressed. "The others tell me not to, but I am worried; did we upset the Lord Imperial..?"

Emma smiled warmly as she cupped the girl's face in her hands. "Don't you even worry your sweet head about him," she soothed. "It's _my_ job to massage Shaw's ego; let _me_ worry about him, dearie."

Sooraya seemed to relax at that. Happening to glance beyond her teacher, the young Afghani woman's eyes widened. "Miss Frost…is…is that _you??_"

Following Sooraya's gaze, Emma's mask of immaculate calm slipped. "Why…why, yes, I believe it is," she said idly.

Sooraya's gaze had fallen on a fairly old, framed photograph, depicting a blossoming young girl of 13, in a white blouse and pleated skirt, with long, chestnut hair and blue eyes, standing next to a tall, awkwardly lanky boy of the same age, in blue jeans, a blue t-shirt, and a red jacket, his hair jet-black, and his eyes a brilliant sky-blue, with his arm around her shoulders. They were standing in front of what looked like an old barn. "When was this taken?"

"It was about…oh, close to nine years ago," Emma reflected.

Sooraya smiled under her veil. "At your home?"

Emma stifled a laugh. "As if I'd live in such squalor," she dismissed. "This was taken on one of my father's business trips to Sm…"

Emma froze, catching herself, before regaining her mask of icy calm. "It doesn't matter where that was taken," she said. "It's ancient history."

The not-quite-dismissal was more than enough of a hint for Sooraya. "Okay," she whispered, lightly bowing, before she hurried out.

As she walked, Sooraya felt her earlier worries return; not of Black King Shaw, but of something graver.

The state of her soul.

Ever since encountering Superman – and later, the Justice League – Sooraya had felt a tiny seed of doubt take root in her mind; doubt that they – the Hellions – were on the right side. It had started small, but it had grown steadily, until it dominated her thoughts; it was only by Allah's grace that she had been able to keep those thoughts from Miss Frost…

"Are the preparations complete?"

At the sound of that voice, Sooraya _froze_. Slowly peeking around the corner, she spotted two people talking: Shinobi Shaw, the Black King's son…and _Selene._

Sooraya was not as easily intimidated as she allowed her demeanor to let on; there were very few things that actually terrified her, now…but the _Black_ Queen was at the very _top_ of that list.

It was Shinobi's voice that she heard next. "Yes, Selene; everything is ready," the Black Pawn said. "I have spent _months_ preparing for this day."

"That matters little to me, Shaw," came Selene's eldritch hiss. "Just make _sure_ that you leave him alive enough for _me._"

Shinobi chuckled. "So long as I can stick that knive in him, I do not care what happens afterwards."

"Good." Now it was Selene's turn to smile. "I shall enjoy humiliating Frost; her miserable whelps have disgraced us long enough. It will be good to be _rid_ of them."

Sooraya felt her heart stop.

Shinobi also laughed. "I suppose it will!" he agreed. "Then we shall begin soon."

Selene nodded. "I will contact you once it has begun." With that, she walked off, rounding the corner where Sooraya had been…and then past the empty corridor.

Sooraya had long since turned herself into a sand-cloud, wisping herself under her chamber door and re-forming herself, trying to catch her breath.

She and her friends were going to die; their own employers were going to _kill_ them.

Sooraya sank to the floor. She didn't know what to do. If Selene was involved, then Lord Shaw was involved, and if Lord Shaw was involved…then there was _nothing_ Miss Frost could do; there was _no-one_ who could help them..!

Sooraya's eyes went wide as the idea came to her. She had to admit, it was utterly _insane_ – it went against every unspoken tenet of the Hellfire Club…but at this point, there was nothing to lose.

Taking a deep breath, Sooraya rose to her feet, as she made her decision.

XXXXXXXX

_Xavier Institute_

Sitting alone in her room, Anita had just been reading one of her spell-grimoires when she heard a soft tap at her door; rising from her bed, she walked to the door, a resigned expression on her face. "Illyana, I told you before; I need to study, so I can't play hairdresser, right now…"

Her voice choked off as she opened the door…revealing Krypto sitting at the foot of it; Anita tried to suppress a gasp of fright, but failed miserably. "W-What d-do you want?!" she cried. Krypto made no answer, as he walked towards her…

Anita cringed, trying to keep back the images of rotten Nanny Elizabeth and her Shih Tzu from hell. "N-No…please.." she whimpered, backing away. "S-Stay back…" Curling into a ball at the side of her bed, Anita shut her eyes…

…as she felt something warm and wet touch her cheek.

Anita's eyes snapped open as Krypto's tongue met her face, again, before a low whine escaped his throat. Slowly, Anita sat up straight, prompting Krypto to sit back. Taking a deep breath, she extended her hand. "G-Good…dog..?"

As her hand approached Krypto's head, Krypto leaned forward…and licked her fingers. Anita managed a faint smile. "You…you _are_ a good dog, right?"

Krypto answered with a low grunt, before moving to her side and digging his nose behind her, all but pushing her onto her feet, as he nudged her towards the door. "Alright, alright!" Anita exclaimed. "You obviously want something; show me!" Krypto barked in response, trotting off, as Anita followed.

Krypto led her to a nearby hallway, where Bobby, Jubilee, Roberto, and Ray were peering around a corner at a partially closed door, with a bucket of water perched precariously on top of it. Anita frowned. "What _are_ you doing?"

"_Sshh!!_" Bobby shushed her. "We're just going to pull a little prank on Sam."

Roberto nodded. "That dumbass dropped a red sock in our white wash; turned everything _pink,_" he muttered. "This'll teach him to be a bit more careful."

Anita rolled her eyes. "After everything that's happened, you _still_ indulge in this…_buffoonery?_"

Before anyone could reply, Krypto started whining. "Hey, I think he's coming!" Jubilee whispered. "Everyone, quiet!"

As the door started to move, Ray grinned. "Oh, man, we're gonna get him _good!_"

"Get who?"

At that, everyone froze, before turning to find Sam standing behind them. "_Sam??_" Jubilee cried. "But…but if you're _here_…then _who..?!_" But it was too late, as the door swung open.

_Splash!_

Slowly turning back, Bobby, Jubilee, Roberto, and Ray's eyes all went wide with utter _horror_…as they saw none other than Kal, in his street clothes, standing there, dripping wet, with a bucket on his head, his eyes staring out from under the rim of the bucket, in a glare that could make even _Doom_ experience incontinence.

The four pranksters ran to their leader. "_K-Kal?!_" Jubilee cried. "Oh, _God_, we're so _sorry..!_"

"W-We were trying to get _Sam..!_" Bobby stammered.

Kal said nothing, as he calmly removed the bucket from his head, setting it down. Ray gulped. "W-What are you gonna..?"

"Five minutes."

The sheer flatness of Kal's tone startled them; it sounded like he'd spoken more to himself than any of them. "What?" Roberto asked. Kal didn't answer; he just turned, and walked away. Out of pure terror, the four hurried after him, prompting Anita and Krypto to follow.

They caught up to him halfway to his room. "I can't take it, Big Blue; what are you gonna do?!" Bobby cried. "What happens in five minutes?"

"Nothing, Drake."

That surprised Anita. "You're…not going to do anything?"

Ray gulped. "Guys, that's what he _wants_ us to think!" he wailed. "He's gonna make us _think_ he's doing nothing, so we'll think he _is_ gonna do something..!"

"_Wrong_, Crisp," Kal snapped. "I wasn't talking about five minutes from now."

Jubilee blinked. "Then…what _were_ you..?"

"The time between Professor Xavier's arrival at the Fortress two years ago, and my planned time of departure," Kal muttered. "_Five. Stupid. Little. Minutes._"

That reply was _far_ scarier than anything they'd expected. "K-Kal…" Jubilee whimpered, "…what do you mean..?"

"I was ready to leave; if I'd left the Fortress five minutes earlier, I'd have missed them, and all this wouldn't have happened," Kal answered. "The only reason I stayed that long was to put together my belt-computer." He snorted. "Brother, if I had that time back…"

Now even _Anita_ was terrified at that. "Kal…what are you saying?"

By then, they had reached Kal's room. "I'm _saying_," Kal finished, "that maybe it's high time I said _good-bye._" With that, he opened the door. "Krypto." Looking up at Anita, Krypto gave a forlorn little whine, before following his master into his room.

As Kal shut the door in their faces, they were left in stunned silence. Jubilee started to sniffle. "We…we really blew it, this time…"

"He…he was just kidding, right?" Ray murmured. "He's not really gonna…"

"I don't know, guys," Bobby said. "I've…I've never seen him like this…"

Anita found she couldn't disagree; after all that had happened over the past five weeks, she'd been amazed he'd held together so well – anyone else would've gone stark raving mad.

But that didn't mean that she could ignore it.

Turning, Anita hurried off. Chances were, Kal wasn't going to listen to her…but he _would_ listen to the Professor.

XXXXXXXX

After his little talk with Bobby and his cohorts, Clark opted to stay in his room for a while, checking over the calculations for his latest project's simulation; activating the crystal-processor he kept in his room, he brought up the scaled-down image of a large, crystalline sphere, consisting of dozens upon dozens of micro-EPMs, orbited by two modified Amplifier-rings. Tapping one ring, he expanded the diagnostics, sifting through them to make sure everything was in order…

Krypto's whine interrupted him. Sighing, Clark turned towards his pet. "I know, boy, I know; I _was_ a little short with them," he admitted. "This has just been on my mind for the past week…"

"Well, this is the first _I'm_ hearing of it."

Looking over his shoulder, Clark saw Professor Xavier roll into his room, closing the door behind him. "May I ask what you're working on?"

Clark turned back to his calculations. "It's the schematics for one of my father's old projects: the ECM."

The Professor blinked. "I've heard you mention an _EPM_ before; is that related to this?"

Clark nodded. "The ECM – Entropic Cascade Matrix – is the next step up from the EPM," he confirmed. "During the Krypton-Shi'ar War, Krypton used solar power-stations to recharge its EPMs; with the Shi'ar blockade, we had difficulty reaching those stations. My father conceptualized the ECM to solve that problem." Finding the Amplifiers in proper alignment, Clark minimized those calculations and expanded the moderator programs that would regulate the flow of power from the ECM to the Fortress' five EPMs, which would distribute it to the Fortress' systems.

"I see," Charles said. "And you feel you can't work on this here?"

Clark frowned. "Who told?"

Charles looked sad. "Does that matter?"

"I suppose not," Clark said, scanning over the predicted power-output; the ECM's core was _definitely_ going to need stronger shielding. "Well, whoever told you, they were right; I think it's time we parted ways, at least for now."

"Because of a little prank?" Charles asked.

"No, Professor," Clark answered, turning to look him in the eye. "That was just the last push I needed."

Charles looked stricken. "I'm surprised you didn't see it…"

"I was distracted." Clark looked back to his work. "I went to see Lex, today."

Charles' expression turned sympathetic. "How is he doing..?"

"Five surgeries in a week, in three of which, his heart had stopped," Clark answered. "As of today, he was listed at stable, but he's in a coma, scaled 5 on the Glasgow Coma Scale; practically two steps above _death._ The doctors don't expect him to recover. Lana's a wreck."

Charles nodded gently. "And you blame yourself."

"Who else _is_ there to blame?!" Clark cried. "_I_ was the one who told Lex to go public! Hell, I should've seen the signs; I should've _known_ Lex was involved with something like this! And now, because of me, the closest friend I've ever had is practically..!"

Charles' hand was on his shoulder. "There was _nothing_ you could have done…"

"I know that," Clark said. "I know that because my focus has been so divided; between university, work at the Bugle, living here, and my work with the League, I'm surprised _more_ hasn't slipped past me. I need to simplify."

Charles paled. "What are you saying?"

"I'm saying that…that maybe it's time Clark Kent disappeared for a while."

"Kal…"

"You _see?_" Clark shouted. "Ever since Siryn, and now Madelyn, it feels like I haven't _been_ Clark Kent in a _dog's_ age! And the only one who _did_ see me that way is…is..!" He couldn't finish.

Charles closed his eyes. "I'm sure Alison wouldn't want you to…"

"I'm sorry, Professor, but the fact is, every time I come here, I can't help but remember her; it's been over a month, and not a word – I have to face the possibility that she isn't coming back," Clark said. "And I just can't do that here; every time I'm here, I catch a whiff of her perfume, or see a place where we sat together or…" His eyes clenched shut. "The Institute doesn't feel like home, anymore." He turned back. "My decision is made."

Charles sighed. "I can see why you would feel that way," he soothed, "but I'm begging you, Kal – _Clark_ – to not do anything rash…" He stopped in mid-sentence, his expression turning distant.

Clark knew that look; he'd seen it on his own face, often enough. "What's wrong?"

Charles closed his eyes. "We have a situation," he answered. "I just received a telepathic S.O.S."

"From who?"

Charles looked worried. "From those I'd almost given up on…"

XXXXXXXX

_London, England_

As the mid-afternoon fog settled over London, its citizens continued on as they usually did, bearing the weather like any other day; with lunch over, most of the sidewalk-traffic had cleared, save for a few pedestrians.

One such pedestrian – a young woman, clad in black slacks, a dark blue coat, and a red baseball cap, her eyes hidden behind dark glasses – walked by an electronics store, but stopped as the news flashed onto one of the TV-sets in the window. "_…in other news, a New York local had a chance encounter with Superman!_" The anchorwoman, standing in front of a house in the suburbs, knelt down to a little girl. "_And what was your name, again, sweetie?_"

"_Becky,_" the girl answered. "_Superman helped get my kitty, Mittens, out of a tree…but I think something was wrong with him._"

The reporter arched an eyebrow, intrigued. "_Why do you say that?_"

"_Because he doesn't smile, anymore,_" Becky answered. "_I think he's sad._"

The young woman's hand flew to her mouth, stifling a sob, which only grew at Becky's next plea: "_Please feel better, Superman! We love you!_"

Turning back to the camera, the anchorwoman smiled her winning smile. "_Well, viewers, what do you think? Could the Man of Steel actually be depressed? If so, what could this mean..?_"

Turning away, Alison walked on as fast as she dared; Lex had told her that her Clarkie missed her, but she never thought it would manifest _that_ way…

Shaking her head, Alison cleared her mind; it _wasn't_ just her absence that was affecting her _tausha._ If the few news reports she'd heard were any indication, Clark had been having the worst month of his _life_, culminating with Lex winding up in a coma, after getting _shot_ right in _front_ of him. '_Oh, God…I must have picked the worst time to go soul-searching…_"

That thought made her want to fly back to him, right then and there…but she _couldn't_, not after what had almost happened.

She'd almost sold Clark out; she'd almost listened to Mary Storm, and _told_ her and her cohorts where the Fortress was.

After fleeing Cadmus' clutches, Alison had spent more than a week kicking herself for listening to that hag; just thinking about it made her feel sick. She _couldn't_ go back to Clark; not after she'd come so close to betraying him. She just didn't know what to do…

She had just rounded a corner when something caught her eye. Curious, Alison turned…and froze. '_No way…_'

She was exactly as Alison remembered: around the same height as she was, now, and a bit on the plump side, her blue eyes sharp. Her grey hair was piled high on her head, and she wore a smart black coat that trailed low, covering her legs.

Standing a few feet away from her, Embeth Blaire made no move to approach her estranged niece. "In the past, I will admit that neither of us have gotten along with each other."

Alison arched an eyebrow, confused by this opening gambit. "Okay…"

Embeth sighed. "I will also admit that we have _both_ said and done things we both regretted," she continued. "That is in the past; we cannot change it no matter what we do."

Now Alison was _really_ confused. "What exactly are you saying, Embeth?"

Embeth closed her eyes. "Some time ago, Horatio was visiting his sister in France," she said quietly. "On his return flight, the plane developed engine trouble, and would have crashed, had it not been for your…_friend._" She had to force that last word out. "Since then, I have been thinking; I am still not comfortable with…_everything_ about you and our family that has come to light, but I am willing to at least _attempt_ to look past it."

That _really_ surprised Alison, almost as much as her mother's revelation had. "Seriously?"

Embeth nodded. "I understand that you have been away from that school of yours," she said. "If you require lodging, Horatio and I could accommodate you."

Alison blinked, unsure what to make of that. "I…guess I could stay for a day or two," she said cautiously. Slowly, she smiled. "Kal really saved Uncle Horace?"

Embeth nodded. "Think what you will of me, girl, but I love my husband; almost losing him forced me to think about these things." She turned around. "Come; the fog is getting cold, and my bones are too old to handle it." With that, she started to walk off, prompting a mildly-bewildered Alison to follow her.

_Never_ in all her wildest dreams had she expected _Aunt Embeth_ to go nice…but if _she_ could, then maybe there was hope for her, after all…

XXXXXXXX

_Xavier Institute_

The mood in the Institute's living room was a grim one in the light of Kal's recent announcement; all the X-Men, as well as the instructors – minus the Professor and Kal – had gathered there, not saying much.

There was nothing they really _could_ say.

Evan was the first to break the silence. "He…he was serious?"

"That's what Bobby said," Scott said. "Kal's really thinking about leaving."

"But…but he _can't!!_" Kitty cried. "Kal's been with since practically the _beginning!_ Half of us wouldn't even _be_ here, if it wasn't for him!"

Raven nodded grimly, before casting a glance towards J'onn. "Can't you talk to him..?"

J'onn met his paramour's gaze sadly. "I am sorry, Raven; Kal's mood has been growing increasingly bleak. The sad truth is, he no longer feels at home, here."

Remy shook his head. "_Merde._"

"Ya said a _mouthful_, Cajun," Rogue whispered.

Anita closed her eyes. "I almost can't believe I'm saying this, but I'm starting to wish that Blaire were here."

Ororo nodded. "We've _all_ had a hard few weeks."

"Not _everything_ vas bad," Kurt pointed out, gesturing to the ring now encircling Ororo's finger.

Jean's expression saddened. "To think, we were once worried about prom, tomorrow night."

"Yeah," Kitty agreed. "It seems just so…so _stupid_, now, especially since Ali's gone, and Kal's going to…"

"X-Men: we have a situation."

Their mentor's voice stirred them out of their funk, as they turned to spot Charles and Kal standing in the doorway. "A few minutes ago, I received a telepathic distress call."

"From who?" Jean asked. "And why didn't I sense it?"

"This signal did not come from a telepathic, Jean; it was sent by someone trained by a telepath," Charles answered. "It was sent by Sooraya Qadir."

Hank blinked. "Wait…isn't she?"

"That's correct, Hank," Charles confirmed. "She is Dust, of the Hellions."

Logan snorted. "Haven't we seen this before? How do we know this ain't another of that Frosty bitch's tricks?"

"I was able to connect with Miss Qadir's mind, Logan; she is thoroughly convinced she and her teammates are in danger," Charles answered. "She actually overheard Shinobi Shaw speaking about it to the Black Queen."

Anita shuddered. "If that sadistic bitch is involved, then they _are_ in danger," she said. "What will we do?"

"Considering what Sooraya has told us, the only option is to find her and her companions, and evacuate them," Charles said. "Unfortunately, we have no idea where they are; wherever Sooraya was, it was heavily psi-shielded. I was lucky to pick her signal up at all."

"That's where _we_ come in," Kal spoke up. "Recently, the League has discovered one of the Hellfire Club's safehouses; currently, it's abandoned, but there's a good chance it still has a working link to their network. With any luck, we can figure out where they're holed up. Hawkgirl, Green Lantern, Krypto, J'onn and I will check it out; we'll need the rest of you ready to go as soon as we know for sure."

The others nodded, but they kept their eyes on him, their expressions stricken. Kal sighed. "Well, I'm sure most of you have heard about the bomb I dropped, today," he added. "I'm afraid that what you've heard is likely right; I plan to leave the Institute. You can consider this my final mission as an X-Man."

Scott gulped. "Kal…you don't have to…"

"I'm sorry, Scott, but I _do;_ this is for the best," Kal interrupted. "This doesn't mean we won't still work together; I just won't be living here."

"But _why?_" Kitty cried. "You can't just _leave_ us! Thing'll be so much _worse_ without you..!"

"You don't know that, Kitty," Kal answered. "I heard what the rest of you said; you don't know whether or not things would have worked out without me." His gaze lowered. "Who's to say you wouldn't have defeated Magneto or Doom on your own? Hell, who's to say Doom would have even _noticed_ you, if it wasn't for me? And what if he's _not_ the worst one on Earth? What if there's some _other_ psychopath out there? How long before the _next_ lunatic follows me back to all of you..?" He reigned in his voice. "I'm sorry, but my decision is made." He turned to J'onn. "We'll be waiting for you in the air." With that, he strode off.

"Huh," Logan muttered. "I always thought it'd be _me_ that left, first."

Madelyn lightly frowned. "Well, I'm glad it wasn't," she admitted sadly, "but not as much I'd like."

"This…this is really happening?" Kitty whimpered. "He's…really leaving?"

Scott grimaced. "I'm afraid so, Kitty," he answered, before his expression turned firm. "Which is why we _can't_ waste any time; we need to make this one count, even _more_ than usual! Let's _move!_"

That was all they needed. At once, the entire team hurried off, to suit up; time was of the essence.

XXXXXXXX

_Boston, Masscheusetts_

"You're _sure_ you want to do this?"

As he, J'onn, Green Lantern, Hawkgirl, and Krypto flew across the Boston skyline, Superman sighed. "I really feel like I _have_ to, Shayera."

Green Lantern frowned. "I still say you're overreacting. So you got dumped; it stinks, but it happens." At that, Krypto whined. "See? Even your dog agrees with me!"

Superman frowned. "Haven't _you_ ever really loved someone, Stewart?"

Both Green Lantern and Hawkgirl flinched. "Well…" John began.

Superman never stopped to notice. "As long as I'm there, I'll be reminded of her almost every _day._ Until I can look at that place and not _ache_, I can't stay there."

J'onn quickly changed the subject. "We're here." Looking down, he pointed towards the three-story, unassuming stone building: the perfect hideout for the Hellfire Club. "There may still be security measures active; I will go in first and attempt to disarm them."

Superman nodded, handing him his belt-computer. "Once you find a terminal, plug this in; it'll shut down their security net and start hacking their database. If you run into any trouble, let us know." Taking the computer, J'onn quickly descended, phasing himself into the building.

Passing through the ceiling, J'onn touched down in a quietly elegant, Victorian-styled greeting hall, complete with a double-staircase heading to the next level. Remaining phased, he made his way upstairs, remaining alert; at any moment, the entire security net could go off…

…but it never did; J'onn reached the second level without incident. Finding an active computer-lab, he re-massed himself, and plugged in Superman's computer, before hailing the others. "All clear."

In minutes, the others had caught up; looking over the readout, Green Lantern's brow furrowed. "Any luck?"

Scanning the screen, Superman nodded, unplugging his computer and clipping it to his belt. "We got lucky; Frost's flunkies must have left in a hurry. They never got time to delete everything."

"So where are they?" Hawkgirl asked.

"Hellfire's main base," Superman answered, tapping a few keys. "It looks like an uncharted island, right in the middle of the Mediterranean."

"A whole island," Green Lantern repeated. "This Shaw has the cash to buy an _island_, and he _still_ needs to run a criminal empire?"

Superman scowled. "With men like him, it's _never_ a question of 'need.'" He switched on his communicator. "Cyclops, it's Superman; as soon as you can, head to the Mediterranean. We'll upload the specific coordinates en route."

His voice hardened as he and his teammates headed out. "We're going to fight the dragon right in its _den._"

XXXXXXXX

_Hellfire Base_

"This meeting of the Inner Circle will now come to order. Have we any new business?"

Within the darkened chamber the Inner Circle used for its meetings, far beneath its secret base, lit only by scant torchlight, Sebastian Shaw, in his impeccable black slacks, white cravatte, and dark blue coat – similar attire to his male cohorts – sat upon the throne of the Lord Imperial, while his fellow Lords Cardinal sat upon smaller thrones in a circle. "No?" Sebastian inquired. "Very well, then; Fitzroy, the report on our current endeavors?"

20-year-old Trevor Fitzroy, tall and lean, with dark hair and a goatee, scowled. "Dismal, Lord Shaw," the White Rook answered. "More than five of our operations have been either destroyed or confiscated in the past two months alone." His scowl deepened. "I trust I need not explain by _whom._"

"The Justice League is only _half_ the problem!" Harry Leland, the portly, red-haired, red-bearded Black Bishop exclaimed. "We were _supposed_ to have a working strike-force to counter them!"

Sitting two seats to Sebastian's right, the Circle's White Knight, the mutant telepath Sage, in her black boustier, black lingerie, and red-inlined black cape, nodded. "The past few times they were deployed have been disastrous," she said coldly. "Your teaching methods leave much to be desired, Frost."

In her Hellfire attire – a white version of Sage's outfit – the Circle's White Queen bristled angrily. "I have encountered setbacks, but they have since been corrected!" she snapped. "My Hellions will pass any test the Circle throws at them!"

From her seat on Shaw's right, opposite Emma, Selene, in a pure black version of Emma's outfit, chuckled darkly. "For their sake, Frost, you had best _hope_ so."

It was then that Donald Pierce, tall, blond, and well-built, spoke up. "Perhaps we might consider an alternative solution," the White Bishop said. "I have had promising results in my redesign of the Sentinel schematics; with a minimum of funding…"

"Thank you, Pierce," Sebastian said flatly, "but I believe that your Sentinels have served their purpose." He looked about his cohorts. "Now, then, unless anyone objects, we will proceed with…"

"Excuse me, my Lord?"

Scowling, Sebastian turned to see his son in the doorway. "If you'll recall, Black _Pawn_, this meeting is for members of the Inner Circle _only._"

Shinobi frowned, but ignored the shot, along with the chuckles of his former peers. "Forgive me, Lord Imperial, but I believed this to be something you should hear." With that, he strode over, leaning in to whisper something in his father's ear.

Sebastian's expression went from annoyed to grave. "Well, it seems you _do_ have some sense, after all," he muttered. "Perhaps there's hope for you, yet." With that, he waved his son away, before looking back to his colleagues. "My friends, I fear we must cut our discussion short; as the Black Pawn has just informed me, we have something of a problem."

Selene arched an ebony eyebrow. "And that would be?"

"We may have a breach in our network," Sebastian admitted. "A short time ago, someone may have accessed our system through one of our safe-houses…"

"_What?!_" Harry cried. "Shaw, are you saying that someone may know where we _are?!_ We have to evacuate; if the Justice League finds out..!"

"Calm yourself, Leland," Sebastian said flatly. "This is a contingency that we have long since planned for. Now, we cannot know for certain what was taken, so we will take no chances; all of you will head to your chambers and remain there until this threat can be evaluated. If and when a threat becomes apparent, you will be signaled to proceed to your evacuation stations." He stood up. "Hellfire burns eternal."

"Hellfire burns eternal." The rest of the Circle quickly repeated the salute, before they split up and headed out. Keeping a careful eye to his chorts, Donald Pierce quickly turned a corner into an empty corridor, hidden in the shadows from the others…

"I assume you enjoyed my little show?"

Turning, Donald scowled as he saw Shinobi leaning against the wall. "Have you gone mad?" he hissed. "Do you realize what could happen if the Justice League finds this place?"

"Yes, Pierce. I do." Shinobi looked him in the eye. "Do not pretend to disapprove; we all know how much my father cutting your funding irked you. Did I not more than make up for that loss?"

Donald looked away. "You go too far, boy; you are taking us too close to capture..!"

"Believe me, Pierce; I have overlooked _nothing,_" Shinobi spat. "I helped you develop your new toys; now you will _use_ them."

Donald's eyes widened. "You're…you're going to lead them here…"

Shinobi chuckled. "If the bastard and his League don't kill him, your toys will; with any luck, they'll kill each other." His expression darkened. "We are committed, now, Pierce; the question is, will we rise together…or fall together?"

Donald looked stricken…before lowering his gaze.

Shinobi smiled. "Good." He turned to go. "I will contact you when it is time; be ready." With that, he strode off, leaving his fellow conspirator in the darkness.

XXXXXXXX

_Blaire residence, London_

"Well, here we are," Embeth said idly, as she hung up her coat. "Horatio! _Horatio!!_"

Looking around, Alison noted that the old Blaire household hadn't changed one bit; the Victorian-styled house remained stable, while all of London had changed all around it. "So…how is Uncle Horatio?"

"Considering his age and his hearing, fairly well," Embeth said, before sighing. "Oh, for Heaven's…_HORATIO!!_"

"No need to shout, Emmy; I heard you the first time."

As he shuffled around the corner, Alison couldn't help but smile at her uncle, the only vaguely pleasant memory from her first visit; Horatio Blaire-Whitmore – Embeth had browbeaten him into taking her name – in his seventies, was lean, and stooped over a bit, his spotted left hand gripping a fine oaken cane. His thinning hair was a light white, and his hazel eyes were slightly cloudy. As a faint whistle came from his right ear, he flinched, before sticking his right finger in, to fiddle with his hearing-aid, before checking a gold pocketwatch in the pocket of his grey vest, worn over his dark green sweater, matching his grey slacks. "Huh…medication time, already…" he mused to himself.

Embeth rolled her eyes. "Horatio, we have company."

Horatio cupped his hand behind his ear. "_Eh?_"

Embeth was about to shout louder, but Alison quickly stepped in with a smile and a wave. "Hi, Uncle Horatio!"

Horatio blinked – likely from trying to see her and fishing her image out of his dusty memory – before he smiled. "Little Alison??" he wheezed. "Heaven forgive me, honey! I almost didn't recognize you!"

Alison's smile grew as she hugged her uncle. "I almost didn't recognize you, either! It's almost been ten years!"

"_Eh??_"

Alison couldn't help but giggle. '_Boy, Aunt Bridget wasn't kidding about him having hearing problems…_' She'd only seen him once, during her last visit; Uncle Horatio had had to leave for inner-ear surgery on continental Europe, and hadn't been able to take a return-flight until his ear healed…but apparently, it hadn't been as successful as he'd hoped.

To be honest, she'd once thought that his declining hearing was an unconscious defence against Embeth's yell, but since Embeth had reached out to her, that might not have been true.

"Horatio, Alison will be staying with us for a little while," Embeth said. "Will you set up the spare room?"

"_Eh??_"

Embeth frowned. "_Set up the spare room!!_"

"No need to fuss, Emmy; I'll get the old hair broom, tomorrow," Horatio said. "Right now, I need to clean out that old room; can't have our niece sleeping on that couch. Nothing but springs, that thing is." With that, he shuffled off.

Alison tried _very_ hard not to laugh. "Are you sure that hearing aid is working?"

Embeth's hand went to her temple. "I sometimes wonder." She calmed herself. "I think I'll get some tea; what do you take with it?"

"I'm not a big tea-drinker," Alison confessed. "I'll just have water, thanks." At that, Embeth nodded, before heading into the kitchen.

Following her aunt into the kitchen, Alison sat down at the table. "So…how long have you known our ancestor was from…out-of-town?"

Embeth just kept filling her kettle, before putting it on the stove. "I was either nine or ten; I can't remember," she muttered. "I was rummaging around in the attic when I found an old family tree; when I checked it, I found it only went back several generations. I kept asking around, until I spoke with _my_ grand-uncle…and he told me."

Embeth's tone had grown eerily soft. "Let me guess; he wasn't proud of it?"

Embeth nodded. "You must understand, girl; the Blaire name was an old and honoured one, and my grand-uncle had grown up in the age of the British Empire. However way he learned of it, to him, such an…impurity was an utter disgrace that could have _ruined_ the family if it got out…"

"…and that opinion passed to you," Alison finished.

"Correct," Embeth confirmed. "I admit, I could have reacted better, but I simply _couldn't_ let that secret get out; it could have utterly _destroyed_ the Blaire name…"

"You were afraid," Alison said softly. She closed her eyes at that; it all made sense, now. "I can understand that, Aunt Embeth…but you don't have to be afraid, anymore; I _know_ who our ancestor's people were…and if you knew, too, you'd be so _proud._"

Embeth snorted. "Girl, do you _really_ think they would accept us, if they were still here?"

"Kal did."

"Hah! _One!_" Embeth snapped. "One out of an entire planet!" Her expression turned bitter. "You said so yourself, child; when he was taken back, he was _punished_ for mingling with our kind; _there's_ what his people thought of his half-breeds." She closed her eyes. "If you keep on parading around what we are, girl…there won't be a place for us on _any_ planet."

Alison frowned. "I _refuse_ to believe that."

"Believe it or not, it's the truth."

By then, Horatio had returned. "Your room is ready, dearie."

Alison forced a smile as she stood up. "Thanks, Uncle Horatio." Turning back to her aunt, she added, "I just need to get my stuff from my hotel room; I'll be back soon, okay?"

Embeth nodded. "Of course." With that, Alison turned, and headed out.

As she walked, Alison couldn't help but frown sadly; Embeth's story had surprised her, but not as much as her own reaction. '_Judging from how she found out, I guess I can't blame her for being so bitter about it…_'

But was she right? _Was_ there a place for someone like her on Earth?

Once, Alison had been so sure…but now, she just didn't know, anymore…

XXXXXXXX

_Hellfire Base_

The surface of the Hellfire Club's private island was completely quiet as the two guards stood outside the main entrance to Lord Shaw's penthouse, which connected the surface to the network of subterranean chambers that lay beneath. "I don't know how much more of this I can take, man," one complained.

"_Sshh!!_" the other muttered.

"No, Burt, I'm _serious!_" the first snapped. "The pay's bad enough, but to have to stand here all day, in the sun, with nothing to do..?"

"_Quiet_, Mike! Someone might hear you…like _Selene!_" Burt hissed. "Do you want _her_ to catch you saying that?"

Mike sighed. "No," he relented, "but I just wish _something_ would happen…"

He was cut off as a wave of utter _agony_ surged through both their heads. Before they could react, a blue-red blur whooshed past, snatching their weapons away, as a corona of green light enveloped them, slamming them together and knocking them out.

Coming to a stop, Superman dropped the two automatics, before walking back to where Green Lantern, Hawkgirl, and Krypto had touched down, as the Martian Manhunter became visible, again. "Think anyone heard that?"

J'onn's eyes momentarily flashed white. "Doubtful; I do not sense any reaction to our presence."

"But this is the right place, right?" Hawkgirl asked.

J'onn nodded. "I can certainly sense another telepathic presence," he said. "It is Emma Frost; this is the place…" His voice trailed off as his eyes went wide. "And there is another…"

"Who?" Green Lantern asked.

J'onn quickly severed the link before either Emma or the other presence detected him. "I do not know," he said, "but this mind…it was darker than anything I've ever seen – darker than I thought a mind could _be…_"

Superman knew who he was talking about. "Selene," he muttered. "We're in the right place."

"We most certainly _are_," J'onn added. "I was able to briefly detect young Sooraya's mind…but I could also sense _Shaw_; he and the leadership of the Hellfire Club are _here._"

Hawkgirl's eyes went wide. "We have a chance to _nail_ them!"

Superman nodded. "Right now, we stick to the plan; the Blackbird can't land until we blind their sensor-net. We need to take out that monitor-station fast; after that, we'll head to the lower levels, get the Hellions, and then push to where Shaw has to be; the X-Men should be able to get to the Hellions while we're dealing with Shaw."

"Sounds like a plan," Green Lantern agreed. "We'd better get moving, then." With that, the five of them darted off.

XXXXXXXX

"I don't like this."

As they lounged around in one of the many recreational areas of Shaw Senior's secret island complex, the rest of the Hellions looked up at their leader's remark. "What's not to like, Jules?" Beef asked, absently flipping through the channels of the HD plasma TV. "After Miss F workin' us like dogs, I'd say we've _earned_ a little R&R!"

Thunderbird nodded. "Buford's right, Julian," he agreed, setting down the massive barbell he'd been dead-lifting. "Miss Frost probably just gave us some time off…"

"After the _last_ screw-up?" Hellion muttered, his blood boiling as he recalled it. A week and a half ago, they'd been sent in as a safeguard for one of Lord Shaw's many arms shipments, but when they'd arrived, the Justice League was already there…and they'd mopped the _floor_ with them; he and his team had been _lucky_ to get away. "After something like that, Frost would have us on drills for _months_…and now _this?_ Something's _up._"

"You worry too much, Keller," Bevatron said, barely looking up from his video-game. "Best not to look a gift horse in the mouth, _oui?_"

Putting down the book she'd been reading, Firestar looked stricken. "I don't know, guys; maybe Julian's onto something, here," she said. "I still think it's _really_ weird how the Justice League was onto us, that time."

Catseye looked up from doing her nails. "You think someone sold us out?"

"I think that not _everyone_ in this organization is real fond of us," Hellion answered. "Just look at Selene; I'd bet good money that she'd just _love_ to put us in her torture chambers."

Beef gulped. "Uh…I kinda think she'd love to put _anybody_ in there, Jules."

Hellion chuckled grimly. "Point taken," he admitted, "but it's still too much of a coincidence."

Only Dust had remained silent, which drew Hellion's attention towards her. "What about you, Soori?" he asked. "What do you think?"

Dust's eyes were wide. "I-I…"

A sudden commotion outside startled her into silence. Bevatron looked towards the door. "What the..?!"

His expletive died in mid-breath as the guard keeping watch outside was blasted through the door by a red force-blast, seconds before the X-Men, plus Mystique, poured into the room. Hellion was instantly enraged. "_What the hell?!_"

"Take it easy," Cyclops said, his hand moving away from his visor. "We're here to help you…"

"_Big_ mistake, Goggles!" Hellion snapped. "There's _no-one_ to help _you!!_" With that, he unleashed a massive TK-wave at them, forcing Phoenix to deflect it with one of her own. With the X-Men's telekinetic distracted, Bevatron fired off an electrical blast, forcing Avalanche to raise an earthen shield with a precision tremor, while Firestar let loose a heat-ray, forcing Nightcrawler to 'port himself and his sister out of the way in a sulphurous cloud. Roaring angrily, Beef grabbed hold of the barbell Thunderbird had been lifting, and raised it over his head for a throw, but Mystique drew her revolver and fired, shooting the weighted iron bar out of his hands. Before she could get off another shot, Hellion lashed out with his TK, catching her in a choke-hold. "Coming here was a _royally_ stupid move," he snarled, "and now, it's gonna be your _last..!_"

"_**ENOUGH!!**_"

That commanding roar shook the air even louder than the sonic boom that preceded it, as Superman darted into the room, hovering above Hellion, his narrowed eyes glowing that terrifying red, his faithful pet right on his heels, snarling and baring his teeth. "Let her go, Keller," he ordered. "I _won't_ be asking again."

More than half of his teammates were scared out of their wits by that roar, but Hellion didn't back down. "No chance, ET; either you chumps back off right now, or…" He got no further, as his head started to throb; scrunching his eyes, he recognized the psychic attack – probably from Grey. He tried to throw it off, using what Miss Frost had taught them, but this telepath was _way_ stronger…

Realization hit him, as he turned in time to see the Martian Manhunter become visible, his eyes glowing that eerie white. '_**Let her go,**_' the Martian's mental voice boomed, '_**or I pop your psyche like a grape.**_' Hellion scowled, but he complied, releasing his hold on Mystique.

As the cerulean-skinned shapeshifter gasped for air, the Martian was instantly at her side. The rest of the Hellions bristled, but as Green Lantern and Hawkgirl showed up, that quickly faded. "_God_, so much for gratitude!" Shadowcat snapped. "We go to the trouble of trying to _save_ your ungrateful butts..!"

"Don't do us any favours, X-Geek," Catseye hissed. "The _last_ thing we need is _your_ help!"

Gambit arched an eyebrow. "Den how come y'asked de Professor for it?"

Bevatron laughed. "We'll be _dead_ before we _ever_ ask _you_ for help."

"Um…actually…"

Dust's quiet contradiction caused Hellion to turn towards her…as it dawned on him. "It…it was _you,_" he whispered. His eyes narrowed, as his tone became accusing, his TK swelling in his hands. "_You_ sold us out?! _Christ_, Sooraya, how _could_ you..?!"

Hawkgirl's mace was instantly drawn. "_Watch_ it, punk!"

Green Lantern nodded. "You likely owe her your _lives._"

"_Shut up!!_" Hellion exploded, before his glare fell on Superman. "This is all _your_ fault, you..!!"

"They were going to _kill_ us, Julian!!"

Sooraya's cry cut him off. "What?"

Dust suppressed a sniffle. "Lord Shaw's son and Selene were going to _kill_ us; I _had_ to do _something!_"

Julian's anger dimmed. "You're…you're kidding…"

"I _heard_ them _say_ it! May merciful Allah strike me _dead_ if I'm lying!!"

It was the closest she'd _ever_ come to swearing, Hellion realized; the only thing that could have freaked him out more was if Bitch-Queen Selene started singing showtunes.

No _way_ was she lying.

Julian slowly turned back to Superman. "Say we believe you," he began, "what do we do?" His eyes narrowed. "You expect us to just start playing by _your_ rules if we go..?"

"What we expect is immaterial, Keller; you have a choice, now," Superman snapped. "We're taking down Shaw and his little Club; you can either leave with us, or you can stay and go down with him. _Choose._" With that, he nodded to Green Lantern, Hawkgirl, Krypto, and the Manhunter. "Let's go."

As the five of them darted out, Catseye gulped. "He's…he's _scary_ when he's mad…"

"_Tell_ us about it," Rogue agreed.

Cyclops turned to Hellion. "Well?"

Glancing over his shoulder at his team, Julian sighed to himself. '_I can't believe I'm saying this…_' "Fine," he muttered.

"Good," Cyclops said. "We managed to knock out their sensor grid, but they could get it back online, any minute, and we used up a lot of time getting here; any chance you know a faster way out?"

"There's a bunch of tunnels that lead through several hangar bays," Firestar piped up. "They lead straight to the surface!"

"Then we'd best get moving before anyone catches on," Siryn said. "As much as I adore Emma, I wouldn't care to be in her range once she figures out what's going on."

"Siryn's right; from here on out, everyone keep their thoughts to a minimum," Cyclops said. "Jean, we'll need you to shield us as much as you can. Let's move!" With that, both the X-Men and the Hellions headed for the escape-tunnels; as they ran, Hellion couldn't help but notice a faint tingle in the back of his head. Shaking his head, he did his best to ignore it; it probably wasn't important…

XXXXXXXX

_Blaire residence_

As he walked into the living room, Horatio's face wrinkled in confusion. "Emmy, have you seen my glasses?" he called. "Could have sworn I had them a second ago…" As he said that, he happened to walk by a mirror…and saw his reflection; they'd been on his forehead the whole time. '_Horatio, old boy, you're getting senile,_' he thought to himself. "Never mind, Emmy; I found them!"

His wife never answered, drawing Horatio's confusion. "Emmy?" Slowly, he walked upstairs; Embeth wasn't in the bedroom or the bathroom, which only left the computer room. Horatio never understood why he had agreed to getting that contraption; he had never gotten the blasted thing to work…

"…_things are going as planned, then?_"

Horatio's thoughts ground to a halt as he heard that oily voice; peering around the corner, he saw Embeth sitting at the computer, with a video-image of a young, dark-haired man on the screen. "Of course," Embeth answered. "As you said, the girl was hiding around here; all I had to do was act repentant, and she fell for it. Give me another week, and I'll have half that nonsense out of her head."

The youth chuckled. "_You're doing the right thing, Mrs. Blaire. That lover of hers would have her humiliate herself in front of the whole planet, dragging your name down with her. She can do __**much**__ better._"

"As _I've_ said from the beginning!" Embeth declared. "I do appreciate your help in this matter, Mr. Shaw; I only worry that _creature_ might do something to you once he catches on."

The youth – Shaw – smirked. "_Oh, don't worry that dear head of yours about it, Mrs. Blaire,_" he answered. "_After today, he won't be a problem for __**anyone.**_"

Feeling a chill creep into his blood, Horatio hurried away, before Embeth knew he'd been listening. He didn't claim to be as sharp as he'd been in his heyday, but he wasn't dull enough to not know what had happened; he'd always suspected that, in his sweet niece's one visit, Embeth had likely harangued her to within an inch of her sanity. '_Picked a fine time to get ear surgery, didn't I?_'

He'd long known Embeth had a temper, but he didn't want to believe she'd take it out on a little girl…

Worse still, Embeth was clearly plotting to do something to Alison and that boyfriend of hers; he had to let her know…

Coming downstairs, Horatio hurried towards the phone…and froze as he stared at the incomprehensible jumble of numbers. '_Oh, dash it all, if I only knew how to work these confounded new phones..!_'

His expression going firm, Horatio picked up the receiver; for his niece's sake, he _had_ to try..!

XXXXXXXX

_Hellfire Base_

The silence of the lower levels was shattered by gunfire, as a dozen Hellfire guards opened fire with their automatics, trying to repulse the invaders, but their shots bounced harmlessly off of Superman's chest; without hesitating, the Man of Steel let loose a blast of frigid air, freezing the lead three's feet to the floor, giving Krypto the opening he needed to fly straight at them, before curling into a ball and bowling them over. Another three tried to advance, but they were soon trapped in a green energy-bubble, as Green Lantern promptly slammed them into the wall.

With a deadly battle-cry, Hawkgirl flew straight at her opponents, crashing through the squad's brittle defensive line. Lashing out with her mace, she completely shattered one guard's weapon, before head-butting him into oblivion. Seeing two more closing on her, she spun on her heel, letting loose a sweeping strike with her wings, taking them out with one hit. Panicking, the last three tried to flee, but they were stopped cold by a psi-wave, as the Manhunter became visible, putting them to sleep with ease.

By then, they found themselves in front of an ornate metal door. "What are the odds that Shaw and his cronies are behind that door?" Hawkgirl asked.

Green Lantern arched an eyebrow. "Offhand, I'd say pretty good."

Opening his eyes, J'onn nodded. "I sense a dark purpose behind these doors," he agreed. "They are here, I am sure of it."

Superman's jaw tightened. "Well, it would be rude of us to drop by unannounced," he said. "I'll just knock on the door." With that, he fired an eye-ray into the center of the door, melting open a small hole, before grasping the edges of the hole and prying it open.

The room beyond was dimly lit by torchlight, consisting of little more than numerous thrones situated in a circle. Less than half of them were occupied; only a portly red-haired man, a lean, dark-haired youth, and a dark-haired woman in black lingerie were present, along with Emma Frost, and Sebastian Shaw.

Sitting in the largest throne, the elder Shaw arched an eyebrow at their entrance, idly swirling the wine-glass in his hand. "Hmm…I suppose I _should_ have invested in a doorbell, after all," he mused. "One learns."

Smiling, Emma rested her chin on her hand. "Why, _hello_, again," she greeted. "So nice of you to drop in!"

"The pleasure is all _yours_, lady," Green Lantern snapped.

Rising from his throne, Sebastian chuckled. "We meet at last, Kal-El," he said. "I am…"

"I _know_ who you are, Shaw," Superman said, as Krypto growled. "We know all about your Inner Circle and what it's doing, and it stops, right now."

"Ah, yes. Of course," Sebastian muttered, setting the glass down. "You refer to my son's tragic habit of speaking when he shouldn't, from your first encounter."

"You could say that."

Sebastian's smirk returned. "I gather that what you took from his boasting was that our organization was an enemy," he continued. "Let me assure you that this is _not_ the case." He looked to the dark-haired woman. "Sage?"

"In some form or another, the Hellfire Club has existed since the days of the Roman Empire," Sage said. "It has provided a stabilizing influence during the most chaotic of times."

J'onn's expression was flat. "You are joking."

"Not at all, my fine green friend," Emma said pleasantly. "By operating behind the scenes, the Club has exerted considerable influence; granted, some of our activities may be somewhat questionable, but no more than most government administrations."

Sebastian sighed. "Recently, however, your own little band has significantly hampered the Club's efforts to maintain order," he finished. "What we have now is an opportunity to remedy that." Smiling magnanimously, he extended his hand. "Join us."

Superman's eyes narrowed. "I didn't know the Club was in the _manure_ business, Shaw," he snapped, "because that was an _awful_ load of _horse-crap_ you just shoveled out."

The red-haired man looked nervous. "Shaw..!"

"Calm yourself, Harry," Sebastian said, before returning his gaze to Superman. "I can see that reason has failed us," he said. "Trevor?"

At that order, the dark-haired youth started to generate a green energy-field around himself, just as an identical field appeared behind Green Lantern; as the youth – Trevor – vanished into his field, he appeared out of the second field at that very instant, sending Green Lantern sprawling with a flying kick, before vanishing again.

With that signal, both Emma and Sage leapt at Hawkgirl, Emma quickly assuming diamond-state to resist Hawkgirl's mace-strike, while Sage flipped over her, striking her with a side-kick as she landed. As a dazed Hawkgirl tried to recover, Emma and Sage readied a two-pronged telepathic attack, to shut the Thanagarian down…

…but their efforts were quickly stonewalled, as the Martian Manhunter's powerful mind reached out, stopping them _cold._ Both the White Queen and the White Knight strained against the Manhunter, but J'onn did not budge; sensing the red-haired man – Harry – charging at him, J'onn simply unleashed a small TK-burst to the side of his ankle, tripping him and sending him sprawling.

Recovering, Green Lantern ducked under Trevor's follow-up haymaker, countering with an uppercut; the youth stumbled back, before vanishing into another of his little time-bending portals, starting to reappear to his right…_just_ as he'd predicted. The very instant Trevor emerged, Green Lantern snagged him with a ring-lasso, and tossed him into Harry; gasping, the portly mutant quickly phased himself, allowing Trevor to pass right through him, crashing into the wall.

His eyes narrowed, Superman darted towards Shaw, who just smiled enigmatically, not moving an inch; slamming into the Black King, Superman sent him flying, to smash into the wall hard, before storming over, lifting him up by the collar. "It's _over_, Shaw!"

Sebastian coughed, a trickle of red leaking from his mouth. "I see that my son…did not mention _my_ mutant gift," he spat out. "Good."

_WHAM!!!_

Sebastian's hands shot up at lightning speed, clapping Superman's ears with force that echoed of his own; taken by surprise, Superman stumbled back, trying to regain his balance, while Sebastian steadied himself. "Just as you metabolize _solar_ energy, boy, my body metabolizes all forms of _kinetic_ energy directly used against me," he said. "It's not as efficient as your metabolism, granted, but with a modicum of training, it suffices." His smile darkened. "I must say, it's been a while since I had to do my own handiwork; this should be quite interesting."

Shaking his head, Superman managed to stop the ringing in his ears. "I guess it _should,_" he shot back. "For a minute, I thought this would be too _easy!_" With that, he and Shaw both charged each other.

With the energy he had left, Shaw unleashed a deadly haymaker, but Superman darted aside, grabbing Shaw's arm and twisting into a judo-throw, sending Shaw flying just enough to wreck his balance; any harder, and he risked fueling Shaw's attacks. Closing on the Black King, Superman found that even _that_ had been too much, as Sebastian unleashed a high knee-kick, stunning him as Shaw pushed off with his other foot into a flip-kick, widening the distance between them. Sebastian started to come at him again, but he was intercepted by a snarling Krypto, who tackled into him, sinking his teeth into Sebastian's shoulder. Fueled by Krypto's momentum, Shaw tossed him off, but the Superdog pounced again, biting into his forearm, drawing blood. Gritting his teeth, Sebastian shook _harder_, sending Krypto skidding across the floor.

Holding his arm, Sebastian steadied himself. "You know, I've heard of your more recent exploits," Sebastian commented, as though just reading a newspaper. "Letting a man – a vampire, really, but still – immolate himself? Cutting off the King of Lemuria's _hand_, after launching a _weapon of mass destruction_ at his forces?" He _tsked_ to himself as he charged at Superman again. "No small wonder Fury and his ilk are so paranoid about you; and they call _my_ organization a threat."

Superman's eyes narrowed as he caught Shaw's uppercut easily. "We are _nothing_ alike!" he roared, tossing the Black King aside. "I have made mistakes, yes, but I _refuse_ to let them rule me!"

Sebastian chuckled. "Well, then, it seems you have _another_ one to worry about."

Superman paused. "What?"

Sebastian's smiled darkened. "Do you _really_ think me _stupid_ enough to leave my own network exposed?" he sneered. "I _knew_ your League would stumble upon our safe-houses, one day, so I prepared accordingly; this entire island was built _just_ for you and your League. You may have gotten in easily, but I think you'll find it quite difficult to get out…as your dear X-Men are finding out, right now."

Superman's eyes went wide as it hit him; the distress-call, the files left open, the ease in getting in…

Dear God, what had he _done?!_

As Shaw started to chuckle – likely from the expression on his face – Superman turned away from him. "_Fall back!!_" he shouted. "We've been set up!! Fall back to the X-Men's position!" With that, he and his teammates broke off their attack, heading for their comrades' positions as fast as they could…while Superman tried to ignore Shaw's laughter in his ears…

XXXXXXXX

_London_

As she headed away from the hotel she'd been staying at, her knapsack over her shoulder, Alison felt her pace slowing, the more she thought about everything. '_Could Embeth be right?_' she thought. '_Do I have a place here?_'

Any other time, she would have laughed at that thought…but she'd spent the past five weeks trying to figure that out, and gotten nowhere; she'd once thought she _had_ a place, but the revelation of Project: Galatea had shaken that notion. '_So what am I? An alien reject? A lab-experiment gone AWOL?_'

Feeling a sob growing, Alison walked over to a nearby park bench, sitting down as she tried to collect her thoughts. She just didn't know what to do…

"Having a problem, dear?"

Alison froze at that familiar voice, looking over her shoulder at the person sitting down next to her; she was tall, and elegantly built, clad in black slacks and a long navy coat, her ebony hair tied back in a multicoloured shawl, which let her pass for any other older lady on the street, but there was no _way_ Alison could mistake her voice. "_D-Diva Corazon??_"

Viola smiled gently. "_Signora_ Corazon, now," she corrected. "I thought it was you, dear; you certainly left things in quite a state, across the Atlantic."

Alison's expression saddened. "Yeah," she agreed. "I just…I had a _really_ nasty shock to my system, recently."

"Well, it _must_ have been, to make you leave behind something you loved so dearly," Viola soothed. "What happened?"

Alison sniffed. "Oh, God, Div…_Mrs._ Corazon, you _don't_ want to know…"

Viola's expression was pure sympathy. "I think I _need_ to, honey…and you _obviously_ need to tell someone."

That was the last crack needed to break the dam. Slowly, Alison began to tell her idol about what had happened…but within a matter of minutes, she found herself completely unburdening her horribly pained heart in front of Viola.

When a tearful Alison was finished, the former Diva's expression was one of saddened horror. "_Dio mio…_your own _mother..?_"

Sniffling, Alison nodded. "And I wasn't the first; I was just the only one that worked."

Viola's hand flew to her mouth, her eyes wide…before she pulled Alison into a hug. "You poor, poor thing," she whispered. "_No-one_ should be forced to endure such cruelty, least of all from their _mothers…_"

Alison tried to force back her whimpers. "I-I was…I-I was just so scared that…that I might turn _into_ her!!" she wailed. "I was so scared I might do something to hurt Cl…someone I loved!"

"Oh, no, no," Viola soothed. "Your own actions _prove_ it, _bambina_; you are _nothing_ like that…that _monster._"

"But I almost slipped!" Alison cried. "I almost…I almost betrayed him!!"

Viola smiled patiently. "Did you intend to?" she asked. "Did you set out to hurt the one you love?"

"_No! Never!!_"

Viola arched an eyebrow. "Then all you have to do is learn to be more _careful._"

Alison's sobs slowed. "But…I-I don't even know where I belong, anymore…" she whimpered. "She…she took everything I was and made it _wrong…_"

Viola shook her head. "Her crimes are _not_ yours, sweetheart," she said. "Everything you are is not tainted by her; _never_ doubt that."

Alison started to feel better, but not enough. "I just…don't know if I can just go back to…to everything…"

Viola smiled. "Well, perhaps you don't have to," she suggested. "For more than half my life, music was almost _everything_ to me; when I began, I never even _dreamed_ of a day when I would willingly give it up."

Alison's eyes went wide. "What happened?"

Viola chuckled. "I got older," she confided. "Other things became more important, until music became a hobby; that's when I knew what I had to do."

Slowly, Alison nodded. "But…how did you know when you had to..?"

"_Grandmama!!_"

At those two small voices, Viola turned, practically beaming as two small children – a boy and a girl, both no older than five – rushed up to her, hugging her from the knees down. "Oh, my goodness, what a surprise!" she exclaimed, hugging them. "Look how big you both are!"

The boy grinned. "I'm bigger, right?"

The girl pouted. "Are not!"

"Am too!"

"Are not!"

"Am too!"

Viola frowned. "Benito, you know better than to goad your sister," she scolded. "And Flora, it takes _two_ to argue."

The two kids looked down. "Sorry, Grandmama."

Alison blinked. "Are…are these..?"

Viola nodded. "My grandchildren." With that, she gestured to two people – a tall, well-built Italian man in his thirties, obviously Viola's son, and his wife – standing to the side. "As soon as my Antonio's children were born, I knew I would have to retire, one day."

The little girl – Flora – looked up at Alison, her little nose wrinkled in confusion. "Grandmama, who's that?"

Viola chuckled as she stood up. "She's just a friend of mine, _bambina,_" she answered. "And right now, I think she has a few things to do, so we'd best not bother her." To Alison, she added, "As I said, dear, you'll need to decide what's most important to you." She smiled. "I know you'll make the right choice." With that, she walked off towards her son and daughter-in-law, her grandchildren following behind her.

Alone, again, Alison stood up, and started to walk off, lost in thought. '_What is the right choice?_' she thought. '_What am I supposed to do..?_'

She was so deep in thought, she hardly noticed as she stopped at a cross-walk alongside a young mother, holding a bag of groceries in one hand, and her 4-year-old son's in the other. Just then, the mother's cell-phone rang, forcing her to let go of her son's hand to answer it. That suited the boy just fine, who was completely enthralled by the inflatable plastic ball he'd just gotten; chortling, he bounced it up and down on the street…until it bounced too hard, rolling into the street. Frowning, the boy hurried after it…right into the path of an incoming truck..!

Alison moved without thinking.

Before she could realize it, Alison found herself on the other side of the road, the kid under her arm as the truck screeched to a halt, barely audible over the mother's scream. Slowly, she turned to see the mother, in tears, rush up to her, scooping her child into her arms. "_B-Bless_ you…" she murmured. "G-God _bless_ you…"

Alison was still in a daze, herself. "No…no problem," she heard herself say. "Just…put the _groceries_ down, next time, okay?"

The woman nodded frantically. "I will," she promised. "_Thank you!_" With that, she and her kid hurried off.

As she turned and walked off, Alison found herself walking faster…and then _running_, as a smile crossed her face.

She'd saved that kid without even hesitating; without _thinking_ about it.

She knew where she belonged.

She'd been there, all along. '_I…I have to get home..!_'

The ringing of her cell-phone stopped her. Taking it out, she checked the caller-ID: "E. Blaire." Arching an eyebrow, she flipped it open; she'd given Embeth her latest contact info, but she hadn't expected her to use it. "Hello?"

"_Alison?_"

Alison felt a smile cross her face. "Hey, Uncle Horatio!" she said. "I've got great news..!"

"_Sorry, honey, but there's no time; you need to get back here. Emmy's up to some…_"

"_Horatio!!_"

Embeth's yell in the background stopped him. "_Bugger. If Emmy asks, you never heard from me. Just get back here soon, dearie; you need to see this._"

Alison's eyes went wide as her uncle ended the call, before she turned, and ran for her aunt's house as fast as she dared; something was up, she knew it…

…and she had the most _horrible_ feeling that her aunt _might_ not have been as sincere as she'd hoped.

XXXXXXXX

_Hellfire Base_

As they emerged into another empty hangar-bay, Cyclops looked around, trying to spot any sign of resistance; things had been _too_ quiet. "How much further?"

"We're almost there," Hellion answered. "This is the last bay between us and the exit."

"I still don't like it," Shadowcat said. "We _should_ be helping Kal, right now!"

Beef snorted. "You're joking, right?"

"No, she isn't," Scarlet Witch snapped. "You all saw it; he hasn't been in his right state of mind, lately, and now he's going after your bosses!"

Hellion sneered. "What, he can't handle one little breakup..?"

"Be _quiet_, Julian!!" Dust shouted, startling them all. "He and Alison were _really_ in love! The loss of something so wonderful would be a tragedy enough to cripple _anyone!_"

"Well _said_, Qadir," Siryn said softly.

"Hey," Catseye soothed, "Jules didn't _mean_ it, Soori…"

"Yes, he _did!_" Dust snapped. "He _always_ means it!" She turned to glare at him. "All Superman, the League, and the X-Men wanted was to _help_ others – including _us_ – and you always snipe at them! If you want to be a monster like Selene, _fine…_but I _don't!!_"

For a brief moment, Hellion felt lower than pond-scum.

"Guys, this isn't getting us anywhere," Cyclops said. "We need to get moving…"

"Hold de phone, chief," Gambit spoke up. "Gambit got dat feelin' in 'is bones, again."

Rogue rolled her eyes. "Ya _always_ say that, Cajun."

"Gambit'll stop sayin' it when it stops bein' _right_, _chere._"

As if on cue, their conversation was interrupted by the sound of metallic clanking; it started off faint, at first, but it grew steadily louder, closer…until they could recognize it.

_Footsteps._

Avalanche gulped. "Remind me to start taking LeBeau's warnings more seriously from now on," he began, but he stopped, as dozens of robotic drones walked out of the shadows, emerging from storage crates. Their frames were human-sized, but their overall design was unmistakable.

_Sentinels._

"_Merde._ Gambit _hate_ bein right."

The mini-Sentinels' only response was to take aim at them; as dozens upon dozens of palm-lasers and rockets were sent at them, Phoenix quickly raised a TK-barrier, repelling every shot, as Siryn unleashed a sonic scream, knocking almost a dozen of the machines into the air…but these Sentinels recovered fast, utterly unphased. Thinking quickly, Shadowcat darted forward, phasing through three of the Sentinels; the malevolent machines started to spark at her touch…but their sparking soon stopped, as they levelled their weapons at her…

Giving her teammate a quick tap, Rogue and Avalanche unleashed a double-tremor, ripping open a tear in the floor and burying the three Sentinels deep beneath the Earth, while Nightcrawler quickly 'ported Kitty out of the way. As Kurt emerged from his 'port behind Phoenix's barrier, Cyclops fired one optic-blast after another, trying to keep these newer, more advanced mutant-killers off of them, while Phoenix started to sag, being gradually overwhelmed by the amount of firepower thrown at her…until a second TK-barrier reinforced hers.

Hellion looked thoroughly disgusted with himself. "I can't _believe_ I'm doing this…" he muttered. "_Hellions, ATTACK!!_"

Roaring, Beef barrelled through the first line of Sentinels, knocking them over like bowling pins, before ripping the arms off of one, turning them into makeshift clubs as he bashed the robots that came at him like Whack-a-Moles. Several more Sentinels started to close on him from behind, but they were stopped cold by bullets through their CPUs, as Mystique flipped over them, landing on her feet perfectly, guns drawn. Spotting two more charging her, she morphed herself into a bear, shredding them with her claws, before morphing back, grabbing the still-active missile-launcher on one Sentinel's arm, and used it to take out another two.

As three robots opened fire at her, Catseye assumed her feline-state, darting out of the paths of their shots with the speed of a panther. One started to arm its missiles, but Thunderbird closed on it in seconds, smashing it with a clothesline, before grabbing and tossing it into the second. With the third distracted, Catseye darted towards it, pouncing and sinking her teeth into its head, ripping it off in mid-leap, before shifting back to normal as she touched down.

Taking aim, Spyke let loose an entire salvo of bone-spikes, which Firestar quickly set ablaze with one microwave burst, causing the searing hot bones to melt through the armour of a half-dozen Sentinels. With his path cleared, Gambit darted in, his bo-staff charged, before slamming the weapon into the skull of one Sentinel; the second the staff touched the robot, its skull burst into titanium shrapnel, ripping into its brethren. Having already darted away, Gambit jabbed the other end into another Sentinel's gut, blowing it out before knocking it into a cluster of four more robots.

Charging her hands, Scarlet Witch let fly with a pair of hex-bolts, causing six Sentinels to spontaneously malfunction, allowing Bevatron to fry them into oblivion. Another platoon of the machines started to open fire, but their sensors were promptly jammed, as a deadly sandstorm whirled up out of nowhere, its razor-grains seeping into their joints and tearing apart their electronics. As the Sentinels fell, Dust stopped her assault, before turning to sand-blast two more…only to find that Siryn had already spell-blasted them. Dust lightly bowed. "Thank you."

Siryn shrugged. "It was the least I could do…"

'_You give yourself too little credit, my dear girl. Bravo._'

Siryn's eyes went wide. '_Emma?!_'

'_Who else?_'

Siryn fought panic. '_How…how did you know..?_'

'_No need to get in a tizzy, Anita; everything is under control. I do hope you weren't roughed-up any by Pierce's toys; they were a necessary evil._'

Siryn gulped. '_Necessary for what?_'

'_You'll see._'

As he and his comrades fought on, Cyclops saw that, no matter how many mini-Sentinels they felled, more kept coming. Phoenix looked stricken. "Scott…I'm not sure how we're going to get out of this one..!"

Her exclamation was cut off as one last missile-barrage tore through her and Hellion's combined barrier. As both telekinetics fell, the attacking Sentinel launched a final missile at Phoenix; turning, Cyclops fired, desperately trying to shoot it down, but his optic-blast shot over the missile by a mere half-inch, as the projectile spiralled towards them..!

Seconds before the missile hit, a blue-crimson blur shot between them and the missile, the projectile impacting against a torso as hard as steel; Cyclops felt the rumble of the explosion, but the heat and shockwave never touched him and the others…and looking back, he saw why.

His eyes narrowed, Superman fired a sweeping eye-ray, melting half of the remaining Sentinels into slag. The remainder tried to take aim, but they were promptly immobilized by an invisible force, allowing precision green beams to cut them apart, along with canine fangs and a Thanagarian mace.

With the Sentinels seemingly dispatched, Superman and his teammates quickly regrouped around the X-Men and the Hellions. "Get moving!" Superman instructed. "We'll cover you on the way out..!"

"_I think not._"

As that viperish hiss cut the air, every light in the hangar bay was instantly blotted out, the very air itself turning to darkness as it swallowed them up. For a moment, Cyclops couldn't breathe…until the living shadow released them, depositing himself, the X-Men, Mystique, and Krypto on the beach outside…with neither the League nor the Hellions in sight.

As Krypto whined worriedly, Phoenix looked around. "What just happened?"

"Selene happened," Siryn said softly. "That was one of her spells."

Spyke arched an eyebrow. "That's it? She just dumps us outside?" he asked. "What's to stop us from just going back in?"

As if to answer his inquiry, the sky itself turned pitch _black_ over the entire island, while the shadows cast by rocks and trees grew _darker_…before starting to _move_, taking shape into unnaturally spindly creatures that lumbered towards them.

Shadowcat gulped. "Does _that_ answer your question?!" Looking around, Cyclops could only grimace, as he signalled his teammates to move into closer formation…while trying to ignore what he could have _sworn_ was cruel laughter just audible over the shadow-beasts' moans…

XXXXXXXX

_Blaire residence_

Sitting down at her computer, Embeth switched on the video-conversation option, quickly messaging her earlier contact. "Pick up, Shaw," she hissed under her breath. "Pick up…"

Seconds later, Shinobi Shaw's face appeared on the screen. "_Is there a problem, Mrs. Blaire?_"

"There may be," Embeth answered. "That niece of mine has been gone for too long; it's possible she may suspect something."

"_That is troubling, Mrs. Blaire,_" Shinobi said, "_but it is no matter. Things are already underway; the Kryptonian will be dead within the hour…_"

_BOOOM!!!_

Shinobi's words were cut off, as the computer suddenly _exploded_, sending Embeth flying off her seat. Bewildered but unhurt, Embeth stood up…and came face-to-face with an irate Alison, her eyes glowing an eerie gold.

"You _miserable_ old _WITCH!!!_" Alison shouted. "I should have _known!!_ I should have _known_ you hadn't changed; you're still the same old psychotic hag that tormented me when I was a kid! To think that I almost believed you…_ugh!!_"

Embeth's eyes narrowed. "Whatever you may think of _me_ changes nothing, _child;_ if people knew what you are..!"

"Shut _UP!!_" Alison screamed, barely containing her fury. "I don't want to hear it, Embeth!" She managed to calm herself. "You want to know _why?_" Her eyes narrowed. "It's because you're _wrong_, Embeth Blaire; you are so _dead wrong_, it isn't even _funny._ There _is_ a place for me." She laughed in spite of herself. "It's the exact place I _was_ in before all this happened! I belong _exactly_ where I've _been_, all along…and you know what else? If I hadn't visited you, I'd have never _seen_ it!"

Embeth glared at her. "Well, you won't have it for much longer, you fool girl; that dear Shaw boy will see to that."

"Not after _I_ get through with him." With that, Alison darted away, at that unnatural speed, before darting back, seconds later…clad in that silver-coloured _travesty._ "Goodbye _forever_, Embeth Blaire."

Embeth's tone was incredulous. "Where do you think you're going?!"

Alison took off part of her belt-buckle, unfolding it into a computer and switching on a locator beacon. "I'm going to track down where Shaw and my _tausha_ are, beat _seventy-seven thousand_ kinds of _snot_ out of Shaw, and then _snog_ my _tausha senseless_ the first chance I get!"

"_Absolutely NOT!!_" Embeth roared, grabbing her niece by the wrist before she could leave. "I will _not_ have you dragging my family name through the mud! I _FORBID_ it..!"

"_Let GO of me!!!_"

With a flick of her wrist, Alison sent Embeth fling across the room, cratering the plaster wall. Embeth coughed, trying to catch her breath, before glaring at the disobedient girl. "You take _one step_ near that…_thing,_" she hissed, "and I'lll make _sure_ the _entire world_ knows what you two are doing together! They'll _know_ what you are, you miserable brat! I'll make bloody _sure_ of it!!"

Alison just shook her head. "Go right _ahead_, Embeth. I'm not afraid of you, anymore."

Embeth's eyes narrowed in fury. "You _should_ be, you little..!"

"Emmy, what's all the shouting about?"

Both Alison and Embeth turned to see Horatio shuffle into the room. "Uncle Horace, Embeth _was_ up to something!" Alison cried. "She was helping Shaw keep me away from my _tausha..!_"

"Don't you _dare_ listen to her, Horatio! That fool brat is planning on running away with that flying _freak!_" Embeth snapped. "You tell her to _stay put_, this _instant!!_"

For a moment, Horatio paused, blinking, before his right eye closed, as his left eye partially squinted, looking upwards. Alison had a faint idea what that expression meant; she could practically _see_ the gears in her uncle's head turning, as he drew on the vast reservoirs of Solomon-like wisdom that 20 _years_ of putting up with Embeth had left him. "Uncle Horace..?"

After about a minute, Horatio's normal expression returned…before he smiled that sweet smile of his, the very same one he'd greeted her with, the first time she'd visited. "You be careful out there, sweetie."

Embeth's eyes nearly bugged out of her head. "_WHAT?!!_"

Alison was _overjoyed,_ as she all but _flew_ at her uncle. "Oh, _thank you_, Uncle Horace!" she cried, nearly squishing him with her hug. "I love you!"

Coughing to get some air back in his lungs, Horatio smiled back, giving his niece a peck on her forehead. "Oh, I love you, too, honey," he answered. "Now don't you let these two old bags of bones slow you down." Beaming, Alison promptly took off, darting outside and soaring into the sky, heading off after her boyfriend.

"_You miserable little brat!! You get back here, this INSTANT!!!_" Embeth screeched, but it did no good; Alison was too far away to even care. Her fury building, she rounded on her husband. "_HORATIO..!!!_"

Sighing to himself, Horatio very discreetly reached up to his ear, and switched off his hearing-aid before Embeth could notice. '_Oh, bugger, Emmy, I love you,_' he thought as she started her now-silent tirade, '_but you can be such a bloody pain in the ass._'

XXXXXXXX

_Hellfire Base, a few minutes earlier_

As they shadow released them, Superman, his comrades, and the Hellions found themselves in a dungeon, clearly deep below the island's surface. Out of all of them, the Hellions were the most spooked. "Oh no…oh no…" Firestar whimpered. "We're…we're in _Selene's_ dungeon…"

"Very observant, Angelica."

Whirling around, Superman and his teammates spotted Emma Frost as she walked into view. "I must say it was _very_ gallant of you to come and rescue my wayward students," the White Queen said. "What a terrible shame it was all for nothing."

Hellion was incredulous. "You _knew_ about this, Frost?!" he shouted. "You were going to let Shaw and that bitch Selene _kill_ us?!"

Emma rolled her eyes. "Julian, your pitiful grasp of the obvious boggles even _my_ mind," she sighed. "There _was_ no danger, boy; I knew perfectly well that Dust had doubts, so I made sure that Shinobi and Selene knew when she was walking back so she could 'overhear' them."

Dust paled. "You…you _used_ me…"

"Well, we _had_ to get Kal-El and his cohorts here, _somehow,_" Emma continued. "By leaking information about our operations, we made sure that the idea of having you all killed seemed plausible; once we made even _you_ think your skins were on the line, we knew the time was right."

Thunderbird shook his head in disbelief. "We were just…_pawns_ to you..?"

Hawkgirl's eyes narrowed as she gripped her mace. "You _twisted_ little..!!"

Emma frowned. "Now, now," she chided. "I'd _hate_ to have to change your mind…"

J'onn's eyes flared white. "You will do no such thing, Frost," he snapped, readying a psychic assault. "You will stand down, or..!"

He got no further, as a ring of eldritch flame surrounded him, its very presence sending him into paroxysms of agony. "_AAAAAARRRGGGHHH!!!_" he screamed, his entire body folding like living taffy, as he collapsed on the floor. Superman moved to aid his comrade, while Hawkgirl and Green Lantern readied a counterattack, but all three of them were quickly ensnared by masses of darkness that shot out of the floor, separating Hawkgirl from her mace, and Green Lantern from his ring, holding them captive…as eldritch laughter filled the air.

Walking into view, the Black Queen smiled cruelly. "You all sprang our little trap _gloriously,_" Selene sneered. "We needed only make you think that these whelps were in danger, and you did the rest."

Emma chuckled. "I knew Charles and his precious brats couldn't have resisted, but seeing you bring _three_ of your comrades here was an unexpected bonus," she said. "Once Charles' beloved X-Men are no more, we'll be presenting the four of you to Lord Shaw…after some 'reeducation.'"

Selene's smile turned ironic. "Yes…about that…" she said idly. "Change of plans."

Confused, Emma turned towards Selene. "What are you talking…_AAUUGGHH!!_"

Selene cackled evilly, as she watched Emma fall, engulfed by the black aura projected from her hand. "You really should have known better than to trust _me_, 'Emma dear,'" she sneered. "Did you honestly think I would go along with your little scheme? Sebastian's attempts at establishing his new order were amusing, but he has _bored_ me of late; had his son not approached me, I likely would have turned on him, regardless."

Fixing the horrified Hellions with a cool eye, she continued, "With all of Frost's myriad failings, however, there was _one_ thing she was correct about; I have spared all of you because, despite your failures, I believe you _may_ be of use to me." Her coal eyes narrowed. "Do not make me reconsider that."

Hellion gulped, looking at his fallen teacher. "What…what are you going to..?"

Selene smiled cruelly. "It's what _you're_ going to do," she hissed. "As proof of devotion to your new goddess, you will _kill_ this miserable wench." Her smile grew wider. "But first things first."

Cackling with wicked glee, Selene glided to Superman's side, glaring into his eyes. "Oh, how I have _waited_ for this day," she crooned. "The day when I would, at long last, bring the Kryptonian race to its _knees._"

Her eyes narrowed. "Oh, _yes_, whelp; when I read Shinobi's report of his first encounter with you, I _knew_ what you were," she hissed. "Why, I knew from the very first time you were _seen!_ Did you think I would not recognize the accursed Broken Eternity?!" In utter hate, she raked her ebony nails across his exposed chest, tearing three scratches across the crest of the House of El. "Your kind have meddled in my affairs for the last _time!!_"

Superman just glared back at her. "What are you talking about..?!"

"Did you think your little wench's ancestor went unnoticed?!" Selene growled. "500 years ago, I reigned supreme over the isle of Nova Roma as its goddess; my power was all but absolute…until the day that wretched Kon-Lir came!!" Her teeth clenched. "I know not why he came, and care even less, but in refusing to bow to me, that miserable creature incited a revolt amongst my former followers, robbing me of what was rightfully _mine!!_"

She punctuated that sentence by blasting Superman with a bolt of black force; Superman cringed, but _refused_ to cry out. "When his people came for him, I used my magic to trace their path; my intent was to teleport myself to their home and make them _pay_, but the distance was too great, forcing me to be content to watch…and what I saw _sickened_ me!!" She blasted him again, growing angrier when he remained silent. "I saw an entire _race_ of those light-swollen _meddlers_, with half the _universe_ hanging on their every _word!!_" she screeched. "Your kind _dared_ to think themselves an equal to _me_?! A _goddess?!!_"

Superman snorted. "If you'd really watched us, lady, you'd know that my people _never_ let the respect they'd earned go to their heads; the only one with a God-complex is _you._"

"_Be SILENT!!_" Selene exploded, blasting him again, snarling as he stayed quiet…before cackling. "Oh, but how Krypton's _last_ six years proved _entertaining!_" she sneered. "I saw it all, son of Jor-El; I saw how your kind trapped themselves behind a bubble, while your father's own creation plotted his downfall! I saw your pathetic Council turn a deaf ear to his pleas! And I saw your people screaming and crying, cursing their fate as their own world killed them!" She smiled with sadistic glee, idly twirling a strand of her hair. "The symphony of their screams could lull me to sleep, every night." She turned her soulless gaze towards him. "And now, the pleasure of extinguishing Krypton's light forever falls to _me_," she cackled. "I care not what Shinobi plans for you, wretch; every living being on this planet exists to serve _me._ Entire _civilizations_ have crumbled around me." Her smile grew. "You will _beg_ for mercy, whelp."

"No dice."

Selene snarled, blasting him again. "You will bow before me, or your agony will never _end!!_" she screeched. "My followers will compose _poetry_ from your cries! Entire _symphonies_ will be written about the beauty of the _pain_ I will inflict upon you!!" She blasted him again, hissing as he refused to cry out. "I am the darkness given _form_, wretch!! _You WILL bow down before me!! Now __**scream my name!!!**_"

Superman glared at her. "_Never._" Snarling, Selene raised her hand, readying a killing bolt of dark energy…

…but she never got the chance to throw it, as a precisely aimed gust of razor-sharp sand granules struck her hand, spoiling her aim. With incredulous sluggishness, Selene turned, to find Dust pointing her hand at her, still in sand-state. "L-Leave him alone!" she cried.

Selene's obsidian eyebrow twitched…before she let out a harsh bray of laughter. "_Pardon me?_"

Dust's eyes narrowed. "I said, _leave him alone!!_" she shouted. "I _won't_ let you hurt him!!"

Selene's good humor vanished. "You won't _let_ me?" she mocked. "It is your _goddess_ that you now speak to, brat; choose your words _carefully._"

Dust's fists clenched. "_You are __**not**__ Allah!!!_" With that, she whipped herself into a deadly sandstorm, engulfing the Black Queen completely. Snarling, Selene let loose bolt after bolt of dark fire, but Dust was as insubstantial as her namesake, evading every single shot. Forming part of her cloud into deadly scythes, Dust rained sand-blades on Selene, who evaded them all but one, which cleaved a gash across her pallored cheek, before turning to sand, again…until Selene lost her temper.

With a soundless roar of deadly rage, Selene unleashed a shockwave of black heat, blasting Dust out of the air, sending her tumbling to the ground. Coughing, Dust looked to her teammates, who just stared back helplessly, as Selene stomped towards her. Looking back, Dust turned her fist to sand, and unleashed one last dust-blade…

Sidestepping the sand easily, Selene kicked her attacker away. "_Wretched_ little _worm!!_" she hissed. "Once I'm through with the whelp, you're _next!!_" Turning away, Selene marched back to Superman, smiling cruelly as she saw him shut his eyes. '_The whelp trembles at his end!_' "Whatever hope you _thought_ you had is _gone_, whelp," she sneered, grabbing his chin and turning his face towards her. "Now open your eyes, and look upon your _death!!_"

Superman smiled slyly. "Okay, if that's what you want…" With that, he opened his eyes, letting a blazing red light flood Selene's gaze…

_TSSEEEEWWW!!_

"_UUURRRRAAARRGGHHH!!!_"

Superman's eye-ray hit home at point-blank range; with a scream of agonized rage, Selene yanked her face away, her hands covering the now-blackened side of her face, dark ichor leaking through her fingers from her ruined eye, her remaining eye glaring balefully at Superman…as she saw him trying to free his right arm.

It was only then that Selene realized her error; Dust's last attack _hadn't_ missed.

She'd _never_ been the girl's target; Superman's prison had.

In sheer desperation, Selene ran towards her captive, but it was already too late; with one herculean yank, Superman tore his arm free, focusing every ounce of his will as he broke out of the Black Queen's spell, using his free arm to break out his other arm, before kicking his legs loose. With a harpy-like screech, Selene leapt at him, but Superman met her gaze with a furious glare, his fist moving like lightning, slamming into her torso, sending her crashing into the wall.

"My father always taught me to be respectful of women," Superman said quietly, his eyes narrowing as he growled out the next part, "but I am _more_ than willing to bet he _wasn't_ talking about _you, bitch!!_" As Selene struggled to get back on her feet, Superman turned towards Dust, managing a weary smile. "Thank you," he said softly, before he turned to the rest of the Hellions, his expression darkening as he pointed to the Black Queen. "_Look_ at her."

The Hellions all paused, confused.

"_Look at her!!_" Superman roared. "Is _that_ what you want?! _Is THAT what you want to be?!!_"

The Hellions all recoiled at that. Hellion gulped. "No…"

His teeth clenching, Superman's eyes flared a momentary red. "_Then __**CHANGE!!!**_" Before any of them could respond, Selene was back on her feet, screeching with fury, as she readied a killing bolt of black fire…

Thinking fast, Firestar unleashed a microwave burst, melting the shadow-glob holding Hawkgirl's mace; the very second the Nth Metal was exposed to air, the shadow-spells holding Hawkgirl and Green Lantern weakened, allowing them to break free. Quickly reclaiming his ring, Green Lantern sent an emerald wave over the fires encircling J'onn, while Hawkgirl smashed Selene's spell in midair. Telekinetically grabbing Beef, Hellion tossed the burly mutant at the Black Queen; snarling, Selene fired another spell-bolt, but with the loss of her depth-perception, the shot went wide, as Beef body-slammed her through the _wall._

As Selene struggled to get up, Superman, his teammates, and the Hellions all closed on her, surrounding her. Selene's expression was one of pure _malevolence._ "If you value your miserable existence," she hissed, "then you had best finish me…for if you don't end it here…_I SWEAR it's only just BEGUN!!!_"

Superman just glared back at her. "Really."

"She means it, pal," Julian warned. "You'd better take her up on that; it's what _I'd_ do…"

"_No_, Julian," Superman corrected flatly. "It's what _she'd_ do." His gaze hardened. "We've got better things to do than commit murder." He turned to his comrades. "You three find the X-Men; chances are, wherever she sent them is as nasty as what she had in store for us." To the Hellions, he added, "All of you take Frost and head for the Blackbird; don't stop for anything."

"What about you?" Dust asked.

"We came here to shut Shaw down," Superman answered, "and that's _exactly_ what's going to happen."

Green Lantern arched an eyebrow. "Alone?"

"Shaw's a handful, but he's no Selene; now that I know what he's capable of, I should have a better chance," Superman answered, "and if what Selene said is true, he and Junior should be too busy with each other to notice me 'till I'm in their faces."

Turning back to Selene, Superman glared at her. "I'm leaving with my friends, now, lady," he snapped, "so if you ever need your twisted, delusional, psychotic, megalomaniacal _ass_ kicked…_you know where to find me._" He turned to go, but paused, looking over his shoulder. "Oh, and one last thing, Little Miss Darkness-Incarnate; a little-known fact."

His eyes narrowed. "Without light…darkness is _nothing._" With that, the entire group turned, and headed out.

Only Selene remained, still incredulous as to what had just happened. She had been beaten, bruised, bloodied, her _eye_ a charred ruin.

_By the last trace of Krypton's wretched light._

Her remaining eye narrowing, Selene's fists clenched hard enough to draw black blood…as she screamed out her rage, her power drawing on her hate, before blindly lashing out at the very foundations of the island, causing it to tremble ominously…

XXXXXXXX

"Scott, we can't keep this up!"

As he blasted another shadow-creature, Cyclops could only grimace as he saw it re-form itself, continuing its lumbering pace towards them. By now, Selene's unnatural minions had them surrounded, taking everything they had to throw and _then_ some. "We _have_ to!" he called back, firing again, pushing two creatures back. "It's our only chance!"

Stricken, Phoenix could only nod in assent, before unleashing a fiery TK-wave, sending three shadow-beasts flying…but they recovered in mere seconds, coming right back at them. After duplicating Gambit's powers, Rogue and her boyfriend bombarded the shadows with charged cards, coupled with Spyke's bone-darts and Mystique's precision shots, but the shadows shrugged off the assault. Unleashing a tremor, Avalance buried a half-dozen of the beasts under tons of rock, but they simply slid out of the crevices, unharmed. Running towards one, Shadowcat tried to phase them into the ground, but they split apart into oily bubbles as she passed through, before reforming, raising their claws…

Thinking fast, Nightcrawler 'ported in, grabbed his teammate, and 'ported out, while Krypto pounced at them, his teeth tearing into the lead beast's arm, but the creature felt no pain, as it shook the Superdog off. Casting a hex-field, Scarlet Witch completely altered the refractive properties of the air, as Siryn unleashed the loudest scream she'd _ever_ made, letting the air amplify its intensity; the shriek _ripped_ through the earth, sending every single shadow flying…but they simply got up, and kept coming.

Mystique scowled. "I am starting to _hate_ that bitch."

A hoarse, winded Siryn could only nod. "She would only laugh," she coughed, "before sending _more._"

Spyke scowled. "Isn't there _anything_ that can hurt these things?!"

Krypto could only whine…before he suddenly perked up, his nose sniffing the air…and his mood turned _ecstatic._ "_Arf arf!! Arf arf arf!!!_"

Shadowcat blinked in confusion. "What is it, Krypto?" she asked. "What do you..?"

At that very moment, a faint light shone above the layer of darkness Selene had cast over the island…before a brilliant golden luminescence burst through it, flying towards the X-Men at dazzling speed. The shadow monsters screeched in agony as it passed them, causing the X-Men to fear the worst…but the glittering light stopped inches from them.

"Hi, guys."

As the light dimmed, the X-Men were utterly _flabbergasted_ as they recognized the voice. Phoenix was the first to respond. "_Ali??_"

Power Girl smiled sheepishly. "Sorry I'm late."

Shadowcat was the first to react. "_Oh my God, you're BACK!!_" she all but squealed, running to her friend and giving her a hug.

Spyke laughed. "_Damn_, PG, are you _ever_ a sight for sore eyes!"

Power Girl's smile turned wistful. "I am _so, so, so_ sorry for running off, guys," she lamented. "I just…needed to get my head back together."

Rogue arched an eyebrow. "_Did_ you?"

Power Girl nodded. "Enough to know I _never_ should have left."

"We can worry about this later," Cyclops said. "Ali, these things started freaking out when your light hit them; can you do it again?"

Power Girl beamed. "No problem!" With that, she summoned her full power, turning herself into a figure of pure light, radiating luminance across the entire beach. The shadows screeched as the light hit them, their skin starting to _boil_, as their very essences began to cagulate, turning thicker…making them _vulnerable._ Cyclops and Phoenix both reacted instantly, unleashing an optic-wave/TK-surge combo, blasting each and every single shadow into _dust._

As Power Girl's flare died away, Siryn snorted. "I suppose you do have _some_ use, after all."

"Missed you, too, LeRoux," Power Girl retorted. Her expression grew stricken. "Where's Kal?"

"Wit' his posse, las' we checked," Gambit answered. "We got separated, thanks t'dat Selene chick; _femme_ be some _special_ kind o' crazy."

At that moment, Green Lantern, Hawkgirl, and the Martian Manhunter touched down. "Well, you all seem to have things under control," Green Lantern said, his stare turning stern as he glanced to Power Girl. "And you certainly took your time getting back here."

Hawkgirl lightly elbowed him. "Is everyone okay?"

"Ve're fine," Nightcrawler answered. "Utterly unnerved, but fine."

Power Girl's expression grew more worried. "Isn't Kal with you..?"

"After we dealt with Selene, we split up," J'onn said. "The Hellions are taking Frost back to the Blackbird, and we opted to see if you all needed assistance; Kal is going after Shaw."

Power Girl's eyes went wide. "_Alone?!_"

A terrible tremor answered her cry, as the island's very foundations started to rattle. Cyclops gulped. "Lance, you _sure_ this place isn't on any faults..?"

"Wasn't me, I _swear!_"

J'onn's eyes were shut, trying to block out the wave of angry energy. "He's right; it's Selene. She's trying to bring the entire island down."

Phoenix nodded. "I can feel her, too," she gasped, almost overwhelmed by the waves of pure _hatred._ "She's…she's _enraged;_ she doesn't care _who_ she kills…"

Siryn gulped. "I think it's time we took our leave…"

"_Not_ without Kal!!" Power Girl shouted. "Where is he?"

"If I were Shaw, I'd be at the helipad," Green Lantern answered. "He's probably there, by now."

"Along with Junior," Hawkgirl agreed. "This whole thing was a coup Shinobi set up to get rid of his father…and probably Kal, as well."

Power Girl suppressed a gasp, her eyes narrowing. "I'm going after him!" she declared. "You guys get to the Blackbird, and meet us at the helipad!"

Phoenix looked grave. "Are you sure..?"

"_Don't_ worry about me," Power Girl answered. "Worry about _Shaw_, because if he's hurt my _tausha..!_" She never bothered to finish, as she took to the air, flying across the island, while the others made for the Blackbird.

XXXXXXXX

_A few minutes earlier_

As the helicopter arriving to evacuate himself and the rest of the Inner Circle arrived, Sebastian could only scowl as he glanced up at the unnaturally dark sky. '_Selene, what are you up to, now..?_'

The very second the helicopter touched down, the rest of the Circle began to board, until only Sebastian, his son, and Pierce remained. Checking his watch, Sebastian's scowl grew. "I do hope Emma hasn't run into any trouble," he mused quietly. "She's cutting it rather close."

Shinobi smiled knowingly. "Oh, I wouldn't worry about her, my Lord."

Something in the boy's tone set Sebastian on edge. "Is that so?" he replied. "And why not?"

Shinobi's smile grew. "Because you have more _pressing_ concerns than her." With that, he gestured to the chopper-pilot; before Sebastian could react, the chopper took off, leaving them all behind.

Slowly, Sebastian turned towards his son. "What have you been up to, boy..?"

"Come, now, father, did you _really_ expect me to accept life as your lapdog? To simply bow down before that _bastard?_" Shinobi spat. "You _must_ have known this was coming!"

Sebastian's eyes narrowed. "And you, Pierce?"

Donald chortled. "I must admit, your son's orchestration of events proved masterful, Shaw!" he exclaimed. "And when he offered to fund my research, how could I refuse?"

As if in response to his statement, the concrete beneath Sebastian's feet began to rumble, before two massive jet-black Sentinels broke through, towering over them. "I suppose it's fitting," Shinobi commented. "To be _destroyed_ by the very things you _discarded!!_"

With that, one of the Sentinels fired its palm-laser, forcing Sebastian to leap away…right into the path of the other's metal foot; the malevolent machine kicked Sebastian, sending him flying across the helipad. Landing hard, the Black King did a handspring, coming back onto his feet, in time to see his son march towards him. Smiling magnanimously, Sebastian extended his arms. "Shinobi…_son,_" he said, "I am not angry with you!" He laughed. "You have shown me a side of you that I never even _suspected_ you had! You've shown _initiative! Determination!_ Boy, I'm _proud_ of you!" His smile grew darker. "So much so that I am willing to _forgive_ this _treason_, if you stop this foolishness _now._"

Shinobi glared at him. "The time, 'my Lord,' when I would have been cowed by buttered words is _long_ past."

Sebastian nodded grudgingly. "Well, perhaps you _are_ my son, after all." With that, he charged at Shinobi, harnessing the energy he'd absorbed from the Sentinel's kick into a haymaker, but Shinobi phased himself, evading the attack and stunning his father as he passed through. Sebastian staggered away, allowing Shinobi to kick him to the ground, before walking over to kick him again, but as his foot lashed out, Sebastian caught it, twisting it and sending him spinning to the ground.

Sebastian snarled as he got up. "Tell me, boy, did you ever bother to wonder _why_ I deemed you unfit to lead?" he spat. "All your miserable little life, all you've _known_ is wealth; your decadence made you _weak._" He kicked the brat in the ribs, sending him tumbling across the ground. "I came from _nothing_, boy…and I _pulled myself up_ from it! From the lowest depths of _poverty_, I _worked_ my way up, both through finance _and_ the Hellfire Club…and I will not _allow_ what I've built to be ruined by a pampered _wretch..!!_"

_BANG!!_

Sebastian's advance was halted as a bullet pierced his shoulder, as smoke trailed from the barrel of the gun Shinobi had drawn. For a moment, Sebastian looked perplexed…before he scowled. "So…you show your true colours…" he sneered. "My son…the _common thug…_"

Shinobi's eyes blazed with hate. "Pay attention, 'father'!" he roared. "_This_ is what you get for treating me like a stray _dog!!_"

_BANG!!_

_**BOOOM!!!**_

The very instant the bullet left the gun, another hole in the concrete burst open, as Superman darted out…in time to see the bullet hit Sebastian, sending him staggering back, to fall over the ledge, and into the ocean below. In spite of all he'd just experienced, Superman was incredulous…but his eyes narrowed as he spotted Shinobi. "All of this," he accused, "just so you could _murder_ your own _father._"

Donald looked nervous, but Shinobi just laughed. "Oh, you worthless bastard, if you honestly think _that_, you're _far_ more deluded than even _I_ thought," he sneered. "This was _just_ as much about getting rid of _you_ as it was of _him._"

"Those are awful big words, pal," Superman snapped. "Ones that not even your friend _Selene_ could back up."

Shinobi chuckled evilly. "Perhaps not…but then again, Selene never had _these._"

The black Sentinels whirred to life. "_KRYPTONIAN LIFE-SIGNS DETECTED._" Taking aim, one machine fired a _green_ palm-laser at him; Superman was just barely able to dart out of the way, grimacing as the green ray barely brushed his arm, sending him stumbling, allowing its sibling to crush him under its foot.

Shinobi laughed. "My father never saw the _full_ potential of Trask's Sentinels!" he mocked. "It was mere child's play to have Pierce give them a _different_ target, and with the meteor-rock weapon Creed developed, they're _more_ than capable!"

Donald wasn't _nearly_ as confident. "Shaw, we shouldn't be hasty; Doom once mentioned that he had a _countermeasure_ to the meteor-rays! If this is true..!"

He froze as the Sentinel's foot began to creak, gradually rising up…as Superman, clad in his nano-suit, _pushed_ the ten-ton foot off of him, before giving one last shove, sending the machine stumbling back. The second Sentinel fired its Kryptonite ray again, but the beam impacted harmlessly against the nano-suit, as Superman flew at it, ripping its arm off, and then tearing the refined Kryptonite out before throwing it into the sky and into space. The crippled Sentinel armed its remaining weapons, unleashing a full spread of missiles, but Superman darted aside, letting the missiles chase him…as he flew straight at the _other_ Sentinel, pulling up at the very last second; the hapless mech was reduced to rubble as its sibling's weapons blasted it apart, sending it falling to the ground. After tearing the Kryptonite out of the remaining machine, Superman quickly sent the mineral after the first green crystal, before rounding on the damaged machine, his eyes flaring red behind his suit's visor, as he unleashed a wide-cone eye-ray, melting the Sentinel into utter _slag._

As Superman touched down, his suit's visor retracting, Shinobi snarled at him…before they _all_ were sent stumbling, the island itself shaking from its very foundations. '_Selene, you idiot!_'

Donald was already panicking. "Shaw, we have to get out of here; another tremor like that, and the entire island could..!"

"_NO!!_" Shinobi roared. "_Not while he lives!!_"

Donald was hysterical. "I'm _not_ going to die for your revenge, Shaw! I'm heading to the evac point!!" With that, he scrambled off.

Reaching into his coat, Shinobi drew a hand-grenade, pulling the pin and lobbing it at Superman, striking him dead in the chest and exploding; for a moment, there was no response, sending a wave of triumph through Shinobi…until a silhouette appeared in the smoke. "If that's the best you can do, Shaw, you're in _trouble._"

Before Shinobi could draw another, iron-hard Kryptonian fingers grasped his collar; lifting him up like a rag-doll, Superman marched him back and slammed him against the wall, his fist pulled back for a strike. Reflexively, Shinobi cringed, bracing himself…

As he lowered his fist, Superman's face twisted with disgust, both in Shaw and himself, before he dropped him on his rear, turning and walking away. "Where are you going?!" Shinobi roared. "I'm not _finished_ with you!!"

"But _I'm_ finished with _you,_" Superman snapped over his shoulder.

Rage swelled in Shinobi. "You would have _robbed_ me of my _BIRTHRIGHT!!!_" he screamed. "You think you can just walk _away..?!_"

"Your 'birthright,' Shaw, was nothing but blood, ash, and _lies,_" Superman answered flatly. "That's _all_ that your father left you. If you want it so bad, you can _have_ it." The island shook again. "Right now, I'm taking my friends and leaving before this place goes down. You can play king with your old man's kingdom of shadows if you want, but I'm not risking their lives on this any more; you're not _worth_ it." He turned away. "You never _were._"

As Superman walked away, something in Shinobi _snapped._ Rising from the ground, he reached behind his back, grasping the handle of the lead-sheathed knife he'd hidden beneath his coat and unsheathing the green blade, before charging straight at the Kryptonian _scum..!_

Superman had only taken several steps when he felt a wave of nausea hit him…seconds before sheer _agony_ exploded through his shoulder, spreading out faster than he'd ever _conceived_, his eyes going wide, his mouth opening in a silent gasp as his veins filled with what felt like _magma._

Shinobi cackled gleefully as he buried the Kryptonite blade in Superman's back, savouring the spray of red that spattered onto his jacket, the serrated edge tearing through the nano-suit, before twisting the hilt, causing it to detach, allowing him to withdraw the hilt, leaving the blade in place. His laugh grew as he saw Superman drop to his knees, his skin going deathly pale, his veins bulging against his skin, his breathing turning shallow. "_Surprised_, bastard?" he sneered. "I know _I_ was, when I stumbled upon the mention of this mineral in my father's notes! To think, a simple little rock is all it takes to bring down the 'Man of Steel'!"

Superman barely even heard him; his world was spinning, every moment consisting of nothing but _pain._ He could scarcely move…

Walking towards his victim, Shinobi kicked him in the side. "_You are NOTHING!!!_" he exploded, his foot lashing out again. "Your idiot father sent you here to _die_ by _MY_ hand!!" Grabbing Superman's collar, he yanked him up, to punch him in the face. "This world, and everything in it, belongs to _ME!!_" He punched him, again. "Your fate was sealed the _moment_ you crossed me, _bastard!!_" He punched Superman a third time, sending him stumbling back towards the edge, before grabbing his collar, again.

"_Now…FLY!!!_"

With that, he shoved Superman off the edge, sending him tumbling into the water. Sinking below the waves, some long-forgotten survival instinct clicked on in Superman's brain; summoning what little energy he had left, he paddled upwards…but he could barely make any progress. Spotting the floor just centimeters below him, he paddled _laterally_, following the direction of the current; his half-baked gamble paid off, as the waves washed him onto the shore, grimacing as the island's shakes rattled the Kryptonite blade…

Seeing Superman wash up, Shinobi started climbing down, hopping from one rock-face to the next, until he landed on the rocky beach. "Give _up_, bastard! Whatever hope you're clinging to is an _illusion!_" Shinobi spat. "I have planned this moment for _months_; the lovely Alison's departure was the last piece I needed for my checkmate!" He cackled gleefully. "_She's_ my key, filth; with her, every secret locked in your northern stronghold will be _mine!!_" He laughed. "It should make a lovely bridal suite, wouldn't you agree?"

What was he saying? Superman couldn't tell, anymore…but then, it didn't matter, did it? Shinobi was already standing over him, reaching for a gun, leaving Superman with one last thought. '_So…this is how I die…_'

Shinobi was practically _salivating_ as he drew the revolver, starting to take aim…until he heard it: the sound started off low, but grew rapidly, until it was near deafening. Turning, he looked up…

…and saw Power Girl, glowing like a vengeful star, streaking towards him, shrieking like a furious _harpy._

XXXXXXXX

Power Girl was utterly _beyond_ enraged, as she dove at Shaw; the very _second_ she'd seen her Clarkie fall, something in her had _snapped…_

…probably like how _Clark_ had snapped and pummeled Essex, five weeks ago.

Diving out of the sky like a falcon, Power Girl _slammed_ into Shinobi, sending him _flying_ across the beach. Turning, Alison's rage turned to horror as she saw her _tausha_; he looked so horribly _sick…_

Only _one_ thing could do that to him. A quick sweep of X-Ray vision told it all. Sobbing, Alison knelt by her beloved, placing him in her lap as she looked into his eyes. "Kal?!" she cried. "Oh, _God_, Kal, _speak to me!!_"

Superman's head lolled, his eyes glazed, his pupils dilated almost pure black…but her voice caused him to look up, trying to focus on her. "_A-Ali..?_"

He sounded so utterly _weak_…but he was still there.

Alison smiled tearfully. "_Yes! Yes_, baby, I'm here!" she sobbed. "I'm _never_ going to leave you; never, _ever_ again!!"

"_Kryp…ton…ite…_"

"I know, baby, I know; I'm going to get it out of you." Quickly, Alison switched off his nano-suit, before turning him, flinching at the huge gouge left in his back, burned at the edges, his skin so terribly red. Taking a deep breath, Alison placed her hand on the wound, slowly probing it with a hard-light ray, carefully extending it around the Kryptonite, suppressing a sob as she realized how much of the deadly mineral was poisoning her _tausha…_

_Finally_, she held the entire rock in her field. "Okay, baby, I've got a grip on it…but this is going to hurt…"

"_Do…it…_"

Alison took a deep breath. "Brace yourself..!" With that, she gave one hard _yank._

"_**YEEEEEEEAAAAARRRRRRGGGGGHHHHH!!!!!**_"

Superman's scream shook the air, nearly rending Alison's heart in two as she pulled the Kryptonite – a serrated knife-blade – out of her Clarkie's back, before _throwing_ it into the sky, sending it into space. Looking back, she gasped as the wound started bleeding, before placing her hands on it, applying pressure as she activated her powers, bathing herself and her _tausha_ in light; she knew her light wasn't sunlight…but she hoped and prayed that it was close enough..!

After several _very_ long minutes, the bleeding began to slow, before the wound scabbed over, as Superman's colour began to return, his breathing becoming more regular. Tears of relief flooded from Alison's eyes. "You're okay," she whimpered, hugging him close. "Oh, _God_, baby…I am _so, so, so, so sorry!_"

Superman's eyes closed, his reply a whisper. "It's…okay…"

Alison's smile grew, as did her tears…before her expression darkened. "You just stay right here, baby," she said. "I'll be right back." With that, Power Girl carefully set Superman's head down, before standing up, and walking away.

Shinobi had just been getting back to his feet when Power Girl reached him. "_You BASTARD!!_" she shrieked, slamming her fist into his jaw, _shattering_ two of his molars, sending him flying yet again. Shinobi tried to get up, but Power Girl's kicked knocked him airborne a third time, as she drew on _every_ bad word Aunt Bridget had told her _never_ to repeat. "_You ASSHOLE!! You MONSTER!! You absolute PRAT!! You WANKER!!! You utter sodding piece of GOBSHITE!!!_"

The last one was punctuated by a flying haymaker, sending a bloodied Shaw crashing through a boulder. "Did you actually _think_ that I would _EVER_ let you into Kal's Fortress?!" she screamed. "Did you think I would _listen_ to that _WITCH?!!_ Did you think that I would _ever_ look at you with _anything_ but _disgust_ after you _killed_ the man I _LOVE?!!_"

In seconds, she closed on him again. "_Get this through your sick HEAD, Shaw!!!_" Power Girl roared, accentuating each word with a punch. "_I!!_"

_WHAM!!_

"_Hate!!!_"

_WHAM!!_

"_YOU!!!!_"

_WHAM!!_

The last strike sent Shinobi sagging to his knees. Her fist raised, Power Girl was about to deliver another punch…but as she pulled back, she glanced over her shoulder, and saw Superman – her Clarkie – force himself to sit up, meeting her gaze forlornly.

Power Girl's undeniably justified rage ebbed; he couldn't let her murder Shaw, not any more than she could let him murder Sinister. Taking a deep breath, she lowered her fist.

Snarling, Shinobi's fist shot out, phasing his hand into Power Girl's torso; Alison let out a strangled cry as her molecular makeup shifted, and then snapped back painfully, sending her stumbling away. "You ungrateful _bitch!!_" Shinobi roared, staggering to his feet. "I offer you the _world_, and this is how you repay me?!" Grabbing her by the hair, he threw her into a boulder, sending her falling. "Fine!! I warned you once before that if you stayed with him, you would go _down_ with him!!" He drew his gun. "I can see you've made your choice..!"

_Crack!_

Shinobi howled in pain as a hand-sized rock collided with his face, breaking his nose and sending him stumbling, before turning towards Superman, who was now standing up. "I don't think so, Shaw," he coughed out.

Snarling, Shinobi levelled his weapon at him. "If _anyone_ deserves this more than _her..!_"

Superman didn't flinch. "I don't think you're going to do that, Shaw."

"Oh?!" Shinobi cackled. "And why not?!"

Superman's glare was hard. "Because if you do, you'll be missing out on a great opportunity," he answered. "The Kryptonite may be gone, but so is the sun; for all purposes, I'm just a regular joe." He smiled wryly. "Sure, you can shoot me, but all you'll have done is take advantage of me at my weakest; your entire Circle will know it." He shrugged. "Or you can fight and defeat me man-to-man…something not even _Doom_ can boast of."

Shinobi scowled. "Why would I bother..?"

"If you don't, the Circle will wonder if, just maybe, your old man was _right_ about you," Superman answered. "Pretty soon, _you'll_ start to wonder…and that will _destroy_ you." He arched an eyebrow. "So tell me, Shaw…_was _he right?"

Shinobi was silent for a moment…before he smiled wickedly, tossing the gun aside. "Oh, I will _enjoy_ this!!" With that, he ran straight at Superman, tackling him to the ground, punching him in the face repeatedly. Regaining his balance, Superman blocked one punch, and twisted, rolling them both to the side, so that Shinobi was pinned, now. Snarling, Shinobi snapped his head back, stunning Superman, before he broke free, kicking him in the face.

Stumbling, Superman steadied himself, forcing himself to remember _everything_ the Knowledge-Chamber had taught him of unarmed combat, while realizing how much he'd come to rely on his powers. At full energy, the title of 'Man of Steel' was an accurate one; he'd always moved like liquid metal…but now, he felt like a big lump of _cast-iron._

As Shinobi rushed him again, Superman sidestepped him, and darted back with a hammer-fist to his exposed side. Shinobi crashed to the ground, but grabbed a rock, throwing it at Superman as he started to close, before tackling him; Superman started to lose his balance, but quickly regained his footing, twisting into a judo-throw, sending Shaw tumbling into the water.

Groaning, Power Girl stood back up, putting her hand to her temple…before she saw her Clarkie and Shaw fighting. '_What is he doing?! Why would he..?_' she began, but she stopped in mid-thought.

She _knew_ what he was trying to do, what he was stalling for; somehow, she _knew..!_

Superman closed on Shaw quickly, blocking his left jab, before twisting his arm into a submission lock; Shinobi cried out in pain…before phasing himself, stunning Superman long enough for him to knock him into the water. Snarling in pure animal _rage_, Shinobi leapt on his foe, holding him under the surface, but Superman's hands shot out, bending his elbows at the joints and breaking his hold, before rolling back, as he _tossed_ Shaw off. Getting back up, before Shaw could react, Superman barreled straight at him, slamming him with a running-tackle.

Liquid metal had _many_ uses…but cast-iron made a _damn_ good wrecking-ball.

Propelled by the collision, the _much_ lighter Shaw went flying across the beach, landing hard. Coughing, the bloodied Shinobi struggled to his feet…with his gun back in his hand. As Shinobi took aim, Superman glared at him. "So your father _was_ right."

"I don't _care_ what he thinks of me!!" Shinobi roared. "You _tell_ him that when you see him in _HELL!!_" With that, he started to squeeze the trigger…

Her eyes wide with horror, Power Girl formed a hard-light sphere, and _threw_ it into the sky.

_BANG!!_

The gun roared as the sphere contacted the shroud of darkness, tearing it open, exposing the radiance of the setting sun; the bullet was already halfway to Superman…but from the perspective of the light, that was _plenty_ of time. The luminous rays streamed towards Krypton's Last Son, bathing him before the bullet even _moved_; in a matter of seconds, Superman's energy returned, his minor wounds mending themselves instantly, as his hand shot out, snatching the bullet out of the air.

Shinobi's face twisted with dismay. "_NO!!!_"

Superman smiled as he dropped the bullet. "_Yes._" With that, he inhaled deeply, before unleashing a burst of gale-breath, blowing Shinobi clear across the beach.

As Superman steadied his breath, he flinched, as the aftereffects of the Kryptonite started catching up to him. Power Girl was instantly at his side. "Kal, you shouldn't be exerting yourself like that!" she cried, cupping his face with her hands. "You're _hurt..!_"

Superman laughed – the first _real_ laugh he'd had in five weeks – as he took her hands in his. "_Taushi_, I've _never_ felt _better._" His smile grew as she smiled back. "You _knew._"

Power Girl nodded. "I…I knew the second you challenged Shinobi," she agreed. "You were just waiting for me to blast open a hole to let in the sun." She paused. "How did I know that..?"

"Explanations later," Superman said, as the island began to shake. His expression darkened as he saw that Shinobi was already gone. "We need to get _out_ of here." He tried to fly, but memories of agony overrode him, sending him sagging to his knees…

"Can we be of any help?"

Looking up, Superman and Power Girl saw Green Lantern, Hawkgirl, and J'onn floating above them, with the Blackbird hovering beyond, its rear hatch open. Reaching down with a ring-field, Green antern lifted the two of them up, depositing them inside the Blackbird…seconds before the entire island started to sink into the sea.

As they settled back into the cockpit, Superman felt his knees give way; at once, Power Girl eased him down, cradling his head to her chest, the others buzzing worriedly around them both. At peace for the first time in over a month, Superman let his eyes close, as he drifted away, while Power Girl just held him, murmuring a quiet prayer. '_Oh, God…thank You for giving him back to me…_'

XXXXXXXX

_Xavier Institute_

When Superman came to, the first thing he noticed was the dull throb in his shoulder. Looking around, he found himself on a cot in the Institute infirmary…with Alison, still in uniform, curled up on his bare chest, sound asleep.

The instant he moved, Alison stirred, sitting up, straddling him as she smiled lovingly. "Hi," she cooed.

Clark smiled back. "Hi."

Alison's smile wavered. "How are you feeling?"

"Like Juggernaut challenged the Hulk to a tap-dancing contest inside my skull," Clark answered. "Just the usual reaction from Kryptonite poisoning."

"Maybe it _wouldn't_ be so bad," Alison answered with a frown, "if someone had just gotten some _sleep_ over the past _five weeks!_ _God_, baby…how could you _do_ that to yourself?"

Clark closed his eyes ashamed. "I know, I know," he relented. "It's just…every time I closed my eyes…all I could see and hear was you crying…"

Alison sniffled, lowering her head. "Oh, God, _tausha…_how can you even stand to _look_ at me..?"

Clark lovingly took her by the shoulders. "You were _hurting,_" he whispered. "I was just as much to blame; I should have gone _after_ you. I should have done _anything_ except bury myself in work, but it was the only thing I could think of that kept me from focusing on how much losing you _hurt…_"

Alison nodded, picking up his train of thought in an instant. "_I_ should never have left in the _first_ place," she whimpered. "I ran away from the people who _loved_ me, who could have helped me…" She sniffled again. "You have no idea how _miserable_ I've been without you…"

Clark chuckled mirthlessly. "Actually, I _do_," he corrected, holding her close. "Right now…I think we have a _lot_ to tell each other." Alison nodded at that, as they began to tell each other _everything_ that had happened.

Clark told her of his encounter with vampires, with Blade, and of Deacon Frost; he told her of Joker, of Murderworld, and of Lloyd Webber's transformation into Arcade. Alison, in turn, told him of her visit to Dr. Strange and Clea, and of her meeting with Raven, and the subsequent trip through her subconscious. Clark spoke of the Lemurians and Noram, of Arthur's injury, and of his regrettable decision to launch the Nova Javelin; he told her of his visit to Wakanda, of Gorilla City, of Killmonger and his child-soldiers…and of his confrontation with Lex, and his failure to save his best friend. Alison then told him of her discoveries about her DNA, of Cadmus and its plot…and how Lex had been a true friend at the end.

And as they spoke, reassuring and comforting each other, they both felt the pain, anguish, and loneliness of the past month simply _melt_ away, erased by each other's presence, and replaced by a sense of peace…which was only amplified by what they now suspected.

As their talk finished, Alison looked into Clark's eyes, nervously chewing the side of her lip. "Forgive me?" she pleaded.

Clark smiled lovingly. "_Alia…_there is _nothing_ to forgive." Alison's smile was sunlight refracted through tears, before her eyes fluttered closed, in perfect trust, as she leaned closer to him; understanding perfectly, Clark mirrored her gesture, inching closer to his beloved. In seconds, pure bliss would be theirs…

"_He's AWAKE!!_"

At that exclamation, all the Institute students – X-Men and X-Force alike – piled into the infirmary, interrupting Clark and Alison's moment. As Alison buried her head in his chest, stifling either a laugh or a scream, Clark managed a chuckle. "How long was I out?"

"Several hours," Scott answered. "From what Mr. McCoy can gather, you still need rest; that Kryptonite _really_ did a number on you."

Clark grimaced. "_Tell_ me about it."

Tinya's hands were clasped in a hopeful expression. "_Please_ say you two are back together..!"

Clark smiled warmly, while Alison raised her head. "We were never broken up…" he began.

Alison finished, "…and we plan to _stay_ that way."

At that, Lila practically _squealed._ "_YES!! _Love _does_ conquer all!!"

That got a laugh out of everyone. As the chuckles died away, Clark's smiled turned wistful. "Listen, guys…over the past few weeks, I…I know I've been kind of a pain…"

"I vouldn't go _zat_ far," Kurt corrected.

"'Stressed' is more like it," Amanda offered. "'Tweaked' at the most, but not a pain."

"Right," Clark agreed. "I just wanted to say that…I'm so _sorry…_"

"…and that he's feeling much better," Alison finished. "We _both_ are…"

"…now that we've both decided to stop acting like idiots and _talk,_" Clark picked up.

Ray arched an eyebrow. "Okay, why are you guys talking like that?"

Clark and Alison both blinked, as they spoke as one. "Like what?"

"You're finishin' each other's sentences," Rogue said. "It's kinda creepy."

Clark and Alison both looked at each other…before laughing. "I-I didn't even _realize!_" Alison laughed. "It just felt so _natural..!_"

"It _is!_" Clark exclaimed. "It's natural for ones like us..!"

"And for those of us who have _no_ idea what you're talking about?" Tabitha inquired.

Mark's optics widened as he concluded his scan. "_Kal, Alison, I am detecting several anomalies in your respective neuroelectric fields,_" he reported. "_Your neural frequencies have achieved synchronization to within 2 Hz._"

"Is that…bad?" Paige asked.

"Not in _this_ case," Kara spoke up, smiling at her cousin. "You have it, don't you?"

Clark nodded, tapping his temple. "I'm Von-El's heir, alright."

Amara blinked. "And this means..?"

"I told most of you about the W-Gene that his ancestor and 11 others had, right? The Twelve Wise Ones?" Clark asked. "A couple weeks back, after the incident with Noram, I ran a genetic analysis on myself…and it was positive."

Wanda's eyes went wide. "You mean..?"

Alison giggled. "He's more like us than _anybody_ knew…"

"…and it partly explains why we've _both_ been so miserable without each other," Clark picked up. "We've been together so long, we formed an empathic link, without either of us realizing…"

"…and when I left, our brains suddenly realized that they'd forgotten how to live without each other," Alison finished.

Kara gulped. "Then it's a good thing you came back when you did," she said. "My father did studies on that phenomenon; if such bonds were severed for too extended a time, both partners began to experience _physiological_ symptoms as well as psychological ones."

"Okay…that's both scary _and_ romantic," Kitty said. "Promise you guys won't do it, again?"

Clark and Alison's responses were perfectly synched. "_Promise._"

"That's good to hear," Jean said. "We were all worried about both of you…especially after Kal started talking about leaving…"

Alison started at Clark, horrified. "_Leaving?!_" she cried. Her eyes narrowed, as she swatted him upside the head. "You _dummy!_ What were you _thinking?!_"

"I _wasn't_," Clark answered, only now recalling what he'd planned to do…and the thought now _horrified_ him. "I've decided that…I'm going to stay." He took a deep breath. "I'll stay for…for as long as you'll all have me…"

Remy chuckled. "Like it or not, _homme_, y' one of _us_, now."

"Gumbo's right, Big Blue," Evan agreed. "You're _stuck_ with us, for _life._"

Clark smiled, his eyes misting. "_Thank you…_"

"Okay, I think that's enough," Scott said. "Kal needs his rest; everybody out." At that, everyone slowly filtered out of the infirmary; Alison was the last to leave, giving Clark a loving kiss on the cheek, before she left, letting him have his rest…

"So, everything's back to normal, I trust?"

Alison chuckled dryly, as she turned to face Anita, who'd been leaning against the infirmary door-frame, before walking alongside Alison. "I'd say so," Alison answered. "Don't tell me you actually _missed_ me…"

Anita sighed. "Tragically, I must admit that your abrasive presence has become something of a constant, around here," she muttered. "Our competitions in the Danger Room have actually improved my skill far more than any session Logan or Agent Pryor could concoct."

Alison laughed. "Don't worry, LeRoux; I'll be kicking your butt again in no time." She arched an eyebrow. "Although you'd _better_ not have put the moves on my _tausha…_"

"Insult my scruples all you like, Blaire, but do _not_ insult my honor," Anita replied frostily. "If I _were_ to steal him from you, it would be by proving myself your _better_, not by taking an unfair advantage."

"Good to hear…I _think._"

By then, the two of them had caught up with the others. Kitty was still openly giddy. "I can't believe you're finally back, Ali!" she cheered. "And you made it in time for prom, tomorrow!"

Alison's eyes went wide. "Prom's _tomorrow?!_"

"Yep," Lila confirmed. "You cut it pretty close, girl; we still have enough time to get you ready for…"

Smiling sheepishly, Alison held up her hands. "Actually, guys…I'm gonna sit this one out," she said. "There's something important I need to do, tomorrow."

Jean's eyebrows raised. "You're _sure?_" she asked. Alison nodded. "Well, I hope you'll still be interested in talking to Ororo; she was hoping you'd be one of her bridesmaids, down the road."

"Sure, I'd be happy…" Alison began, but she paused. "Wait…Ororo's getting _married??_"

Anita laughed. "Oh, you poor twit…you have a lot of catching up to do…"

XXXXXXXX

Sitting at his desk in his office, Charles' expression was forlorn as he took in the scene before him. Standing behind him were Green Lantern, Hawkgirl, and J'onn, all ready to react at a moment's notice…and in front of him, sitting in the other chair, was a sullen Emma Frost, her expression utterly flat. Charles didn't need to be telepathic to know the thoughts of Clark's comrades.

'_Give us an excuse, bitch._'

Looking up, Emma's face twisted in a scowl. "What's the matter, Charles?" she snapped. 'I thought you'd be _happy_ to see me like this."

Charles shook his head sadly. "No, Emma," he said softly, "this brings me _no_ pleasure."

Emma's scowl grew. "Don't you _dare_ pity me, old man..!"

"_Watch_ it, lady," Green Lantern snarled.

Hawkgirl was already gripping her mace. "I already have half a mind to..!"

"Colonel," Charles soothed, before returning his gaze to Emma. "Did you have any idea that this would happen?"

Emma looked away. "Treachery is an unspoken constant in the Club, Charles; if anything, I should be surprised it hasn't happened before now."

"And you never considered contacting me..?"

Emma laughed. "Of _course_ not!" she hissed. "I _never_ needed your help, Charles; yours, nor _anyone's!_ I have always handled my crises alone; it's in my nature!"

Charles sighed. "Will Shinobi come after you?"

Emma snorted. "Doubtful; that fool has bigger concerns than me, and his hatred was always focused on Superman."

"But you aren't certain."

Emma shrugged. "No, I suppose I'm not."

Charles arched an eyebrow. "And your students..?"

"…aren't speaking to me." Emma sounded a bit hurt, at that. "I suppose I can't blame them, really; being used as pawns does tund to turn you off." She chuckled mirthlessly. "I can attest to that, can't I?" Her snowy eyebrows narrowed. "I assume you tried to induct them into _your_ club..?"

"I made the offer to join," Charles said with a smile, "but they were more interested in going their respective ways, for now; I gathered they'd had enough of schools and missions."

Emma's scowl grew. "And _me?_"

"I'm no expert," Charles admitted, "but I believe I can keep you hidden from Shaw and Selene long enough to get a head start on escaping."

Emma's eyes widened, her expression suspicious. "And _why_," she muttered, "would you do _that?_"

Charles just smiled. "Because it's in _my_ nature," he answered. His next sentence was telepathic. '_You can't change me any more than I can change you, Emma dear._'

Emma scowled. '_You're nothing but a fool, old man,_' she snapped. '_You couldn't win me to your way of thinking, then; what makes you think you can, now?_'

'_Patience, Emma; it's an old man thing._'

Emma rolled her eyes. '_You're incorrigible._'

'_I know._' Charles' smile grew wistful. '_Good-bye, Emma; my door's always open._'

'_An offer I __**can**__ refuse,_' Emma retorted, before she stood up, and strolled out.

J'onn looked worried. "Charles…are you certain this was wise..?"

"Certain, J'onn? No," Charles answered. "But I have hopes."

Green Lantern frowned. "No offence, Xavier, but letting her walk is a bad call..!"

"Well, what is the alternative, Corpsman?" Charles asked. "None of us have any evidence capable of convicting her, and if she goes public, Shaw and Selene could very well track her down."

Hawkgirl sighed. "So this whole excursion was a wash-up."

Charles' smile dimmed…and then brightened again. "Perhaps not."

At that, a _burka_-clad figure peered out from behind the door. "Professor Xavier?"

Charles' smile grew. "Yes, Miss Qadir?"

Sooraya's hands fidgeted nervously as she stepped in. "When you said…if we wanted to, we could enrol here," she began. "Were you…could I..?"

Shutting her eyes, she bowed deeply from the waist. "P-Please, sir, let me stay here!" she pleaded. "I promise, I won't be any trouble..!"

Softly chuckling, Charles reached out with his thoughts. '_Sooraya, all you had to do was ask._' As Sooraya's head shot up, her eyes wide, Charles rolled forward. "hy don't we give you a tour of the facilities?" he suggested. "J'onn?"

Nodding, J'onn followed Charles and his new student out of the office, leaving Green Lantern and Hawkgirl behind. They had only gone a few steps when Charles stopped, leaning back towards his office, listening. Sooraya was confused. "Professor..?" Charles quieted her with a gentle wave, as he waited…

"So…Kal and Alison are back together," he heard Hawkgirl comment.

"Yeah," Green Lantern agreed. "Hopefully, when he goes back on duty, he won't be so mopey."

"I hear you," Hawkgirl said. "He's been a wreck these past five weeks; I hope they can make it work."

"Maybe there _is_ hope for an intra-team romance, after all."

"Maybe." Charles could practically hear Hawkgirl fidget. "I…I should go…"

"Wait." Now Green Lantern was apprehensive. "Look, I'm just gonna toss this out here, but…would you want to go grab a coffee with me, sometime?"

Hawkgirl paused. "I…I can't think of any coffee shops that serve Thanagarians…but I would like to do something, sometime."

"Good."

"Good."

Charles chuckled to himself. '_It took those two long enough._'

J'onn must have overheard him. '_You noticed, too?_'

Charles nodded. '_Hopefully, now things can get back to normal around here._'

J'onn arched an eyebrow. '_And just what would that be?_'

Charles laughed. '_Your guess is as good as mine._'

XXXXXXXX

_Xavier Institute, May 4_

When Clark awoke from his slumber a second time, he found that his back was _much_ less sore; angling his head over his shoulder, he caught the edges of a jagged scar. '_Well, that one sure left a mark._' Looking around, he found himself alone again; getting up, he tested his shoulder, found no sudden pains, and headed out.

After returning to his room and donning his jeans and white t-shirt, Clark ventured downstairs, finding it similarly empty. '_Okay, what's going on here..?_'

"Hey."

Turning, Clark found Bobby and Jubilee standing behind him. "How are you feeling?" Bobby asked.

Clark stretched his shoulder. "Still a bit sore, but it's nothing a little sun won't fix."

"That's not what he meant," Jubilee said. "How do you feel?"

Clark chuckled. "Like I can _breathe_ again," he answered. "Like the past few weeks were just…I don't know, they just felt like a fever-dream, and now the fever's broken."

"So…you're not leaving?" Bobby asked.

"No, Drake; I'm not going anywhere."

"Good." Jubilee gulped. "You know we're sorry about the water, right?"

Clark laughed. "Already forgiven and forgotten, Jubes." He looked around. "So where _is_ everybody?"

"Well, most of us are just hanging around elsewhere," Bobby said, "but most of the older kids are getting ready for prom, tonight."

Clark nodded. "And Ali..?"

"Hey, guys! Get a load of this!"

Jamie's call from the living room urged them to hurry in, just in time to see Alison on-screen, in her regular clothes. "Ali called a press-conference!" Jamie exclaimed.

"Why?" Jubilee asked, but Clark waved her to silence, as Alison's voice resumed.

"…_once again, I would like to apologise to my friends, family, and fans for the past few weeks,_" Alison said. "_I know I've worried all of you; there were some…personal issues that I had to work through._" She took a deep breath. "_I would also like to announce that I do not plan to seek a renewal of my contract from any agency; this year will be my last year of performing, at least in the foreseeable future. The past few weeks have forced me to take a good look at myself; as much as I love music, I realize now that I have to make room in my life for more important things._" She smiled her radiant smile. "_I promise, I will do my absolute best to make my last few performances the best ones yet! To all my fans, I'd like to say thank you for all of your support! I love you all!_" With one last wave, Alison walked off-camera.

Jubilee was dumbstruck. "Ali's quitting the music biz??" she exclaimed.

"_Whoa_, what _happened_ while she was gone?" Bobby asked.

Clark slowly started to smile. "I think she needed to find herself," he said softly. "I was the same way after Pa died."

"Okay," Jubilee said, "but it's still sad that she's giving it up; between that and missing her prom…"

Clark froze. "What?"

"Yesterday, Ali said she wasn't going to prom; she had something she needed to do," Bobby said. "I guess this is it."

Clark was silent as he took that in…before he hurried off. "Wait! Where are you going?" Jubilee called.

Clark grinned back over his shoulder. "To make sure Ali _doesn't_ miss her prom!"

XXXXXXXX

By the time Alison had returned to the Institute from her press-conference, most of her fellow seniors had returned from the last of their prom-preps, all but ready for the evening. Alison mostly stayed out of their way, still in a bit of a daze from what she'd just done.

Music had always been such a huge part of her life; it felt so weird to let it go…but it was something she needed to do.

Besides, she was still young; there was no reason she couldn't record a CD or two, a couple years down the road. Right now, she needed to focus on what was important: _helping_ people.

Within a few hours, the sun began to set, prompting the others to head to school. From her window, Alison watched her friends drive off, suppressing a sigh; even though she'd known it was too late, she still would have liked to go…

"_Arf arf!_"

Startled, Alison looked down, and spotted Krypto at her bedside…holding a single rose between his teeth, with a note attached to it. Confused, Alison took the rose, and opened the note, finding it written in flowing Kryptonese.

_Suit up. Clark._

Donning her uniform, Alison quickly followed Krypto out into the back yard, where Clark was waiting, also in uniform. "What's wrong?" Alison asked. "Did the rest of the League call you..?"

Clark chuckled. "No, they've pretty much benched me for the next few weeks; until I catch up on my sleep, I'm grounded," he answered. "It's just been too long since we had a real date, and since you were missing your prom…"

Alison knew where this was going. "_Tausha…_" she said with a growing smile, "…what did you do?"

Clark simply held out his hand to her. "Fly with me?" Her smile growing, Alison took her Clarkie's hand, following him into the sky, while Krypto turned and headed back inside, smiling his canine smile.

Clark led her north, all the way to the Fortress of Solitude. "Clark, what's going on?" Alison asked. Clark just smiled knowingly, opening the high-tech lock and letting them in, leading her into a vast, empty chamber, lined with hexagonal prisms. "I…I don't remember ever seeing this room…"

"It was never here before, _taushi_; I've done some remodelling, since you were here last."

Spotting movement out of the corner of her eye, Alison turned, in time to spot a fully-functional Kurox as he strode in. "_Master Kal-El, do you require assistance?_"

Clark shook his head. "Negative, Kurox; unless I order otherwise, we are not to be disturbed, tonight."

"_Understood._"

As Kurox walked off, Alison turned back to him, her eyes wide. "You _have_ been busy."

Clark sighed. "_Too_ busy, Ali; I was drowning myself in work," he answered. "That's why I brought you here; to show you what I mean." He looked up. "Observatory: execute program _Taushi_, Phase One." Instantly, every prism turned pitch black, blotting out every bit of light, turning the room utterly dark. "This is what I was like without you."

Alison looked stricken. "Clark…"

Clark's smile stopped her. "Observatory: execute program _Taushi_, Phase Two." His smile grew. "_This_ is what I'm like _with_ you."

In mere seconds, the darkness was replaced by a luminous, swirling rainbow-nebula, shrouded in multicoloured haze, dotted by pinpricks of starlight, with two brilliant suns – one white and one blue – blazing in the background. Alison was left utterly breathless…and then she heard a slow waltz playing in the background. "Clarkie…"

"I heard you were going to miss your prom," Clark said, "so I figured I'd give you one here." He held his hand out to her. "May I have this dance?" Holding back tears of joy, Alison nodded, taking his hand, as they started to waltz together.

For several wonderful minutes, they were content to waltz together, simply enjoying the moment, and the presence of each other through their empathic bond. Finally, Clark broke the silence. "I saw your press-conference, today," he said softly. "_Alia…_you didn't have to give up your dream for me…"

"I _didn't_," Alison corrected. "I've _lived_ my dream, Clarkie; it was just time to say good-bye…at least for now." She smiled. "I need to make room for _other_ things; for starters, if it's possible…I'd like to have a more active role in the League."

Clark blinked…and then grinned. "Not at first," he said, trying to contain his enthusiasm. "You'll need to catch up on your schoolwork, and then you have exams…and even then, we'd have to have a unanimous vote…but I think I can make a case for you joining up."

Alison beamed. "Thank you," she cooed. "Thank you for letting me share _your_ dream…and…for taking me back…"

"Ali, there _was_ no other choice," Clark whispered. "I was _dying_ without you." He held her close. "I'm not making that mistake again, if you leave, I _will_ chase you."

Alison giggled. "As much as I'd _love_ that, I'm _never_ going to leave," she murmured. Her expression turning vulnerable, she cuddled closer to him. "Please, Clark…don't let me go…"

Clark held her closer. "_Never,_" he vowed lovingly. "Not _ever._"

Alison couldn't stand it any more. "Oh, _God_, Clark…_take_ me to your room," she pleaded, pouring her emotions across their bond – her willingness, her urgency, and her longing for the intimacy they shared. "I can't _tell_ you how much I _need_ you, right now." That was the only catalyst they both needed; pulling her into a drowning kiss, Clark lifted his beloved Alison into his arms, carrying her out of the Observatory, taking the teleporter directly to his bedroom.

From that moment until morning, they spent the night in each other's arms, recreating the memory of their first night in the Fortress, reaffirming their vows of love through their bond; every kiss, every touch, every caress slowly peeled away the dwindling separation between them, until – in one sacred moment – there _was_ no separation between them, their hearts, their minds, their very _souls_ becoming one, in a feeling so utterly profound, it _hurt_ to go without it.

After several hours – and _more_ than several blissful interludes – an utterly spent Alison, as naked as the day she'd been born, lay under the silver sheets, trying desperately to catch her breath, her pulse still racing…most likely from the fact that she was still blanketed by her lover, his strong arms encircling her protectively. Her every motion sending tingles through her – originating from the heat nestled between her thighs – Alison inched towards her _tausha_'s iron-hard shoulder – the one hit by Shaw's dagger – before tracing kisses across it.

That tiny action stirred her lover, who leaned in to kiss the side of her throat, turning her to _jelly_, before moving to look her in the eyes, smiling lovingly. Alison smiled back, speaking what they _both_ were thinking. "_Wow…_"

Clark grinned. "_I'll_ say," he agreed, leaning down to kiss her lips.

That kiss quickly made desire start to fog her thoughts. "What…what time is it..?" Alison murmured.

With a wave of his hand over a crystal, Clark summoned the holographic interface. "Mid-morning."

Alison tried to suppress a giggle. '_Clark's been pleasuring me for over 12 hours,_' she thought gleefully. '_Best prom night EVER!_'

Clark chuckled, obviously picking up on her emotions through their bond. "Glad I could make it memorable."

Alison nodded. "A girl could _definitely_ get used to _that,_" she cooed. "You were very…_energetic_, and that's _saying_ something."

Clark shrugged. "What can I say? I just missed you." He grinned. "I plan on taking today – as well as the next few days – to make up for it; now that I'm grounded, I'd hoped we could take a day off up here – just the two of us – to talk, about everything."

Alison smiled. "Throw in more of last night and I'm _yours._"

"_Deal._" Clark sighed. "There's just one thing I need to do first."

Alison instantly knew what he meant. "Clarkie, you don't have to," she pleaded, her lip quivering with worry. "He might be planning something…"

"Maybe," Clark admitted, reluctantly releasing her, before standing up, "but I think I _need_ to do this, Alia; I can't let what he did stop me."

Alison frowned, holding the sheets close to her…but she nodded. "Be careful?"

"I will." Leaning in, he sealed the promise with a kiss. "I'll be right back; I _promise._" Smiling wistfully, Alison lay back, trying to let her eyes close in sleep, while her beloved prepared for one quick trip…

XXXXXXXX

_Shaw International HQ, New York_

Sitting in his father's chair – _his_ chair, now – Shinobi, horribly bruised but triumphant, smirked as he looked back at the video-conference call he was holding with the rest of the Circle. "I trust I have explained myself?" he asked. "Now that my dear father is…absent, _I_ will be running things from now on. Pierce and Selene have no objections." His eyes narrowed. "What say you?"

None of the Circle made any objections.

"Good," Shinobi said. "Now, what new merchandice can we expect?"

"We…are anticipating several shipments from the Hernandez cartel, Lord Shaw," Sage reported, "but they reported delays due to the League; we do not expect them to arrive, this month."

Shinobi scowled. "And the supplies I ordered for Pierce's project?"

"The metal and circuitry for the Sentinels is en route, Lord Shaw," Fitzroy reported, "but we have none of the meteor-mineral…"

Shinobi's eyes narrowed. "Then _find_ some."

Sage spoke up. "Sir, the mineral is incredibly hard to find…"

"I'm not interested in excuses; I gave you an order, so _do_ it," Shinobi snapped. "Contact me when you have it. Shaw out." With that, he ended the call.

"Playing king already, I see."

Turning, Shinobi saw a familiar red-and-blue silhouette hovering over the transparent sunroof. "I _knew_ I should have closed that window."

"Hindsight," Superman answered, as he touched down. He half-smiled, his eyebrow arched. "How's your face?"

Shinobi scowled. "Mending." He smirked. "How's your shoulder?" he sneered.

Superman took no offence. "Good as new; thanks for asking," he answered. "We seem to be at an impasse."

"We certainly do," Shinobi agreed, his smirk growing, "but that will _change._"

"It certainly will," Superman said. "You've made one _powerful_ enemy."

Shinobi laughed. "You think you can threaten me, bastard? You have _nothing_ that can incriminate me! The laws you protect will soon be _written_ by me! And if you come after me, I'll soon have an entire _army_ of Sentinels armed with meteor-weapons..!"

Superman just laughed. "Shaw, there are two things wrong with your logic," he pointed out. "One: your threats mean _nothing._ I face death every time I put this uniform on;even Kryptonite is nothing new to me."

His smile turned wry. "And _Two_: _who_ said I was talking about _me?_ The way I see it, I'm the _least_ of your problems."

Shinobi scowled. "What are you babbling about?" he demanded. Superman said nothing; he simply walked to Shinobi's desk, and switched on the radio.

"…_European authorities are investigating the ruins of what appears to be an island located in the Mediterranean. Further reports suggest that the island was owned by late industrialist Sebastian Shaw, but divers have been unable to locate a body…_"

As Superman switched the radio off, Shinobi's face went blank…before he scowled. "So, the old fool went down with the rest of his island."

Superman just chuckled. "_Sure_ he did." He turned to go. "I suppose I'll see you around, Shaw…but not anytime soon; I've got five weeks of sleep to catch up on…and I don't think you'll be getting any of that, in the near future. Have a good one!" He started to walk off, but paused. "Oh, and tell Victor he still needs to fine-tune his invisibility spells." With that, he took to the air, flying out of the window, becoming a dot on the horizon.

Shinobi's angry glare was so focused on the sky, he almost didn't notice Doctor Doom as he became visible. "_Shaw._"

"von Doom," Shinobi answered.

Doom crossed his arms. "_Your succession comes as a surprise,_" he admitted. "_Doom never thought you would prove Sebastian's better._"

Shinobi smirked. "Neither did he," he replied. 'I assume you've come to make the same offer you made him?"

Doom's eyes narrowed. "_Do not think yourself Doom's peer, whelp; your father __**earned**__ Doom's respect with time. You may start to do the same by relinquishing the jacket you wore when you fought Kal-El._"

Shinobi blinked. "_That's_ all?" he asked. "Why?"

"_Doom's reasons are his own._"

Shinobi sighed. "Fine, fine," he muttered, walking towards his closet, and fishing out the bloody jacket; he hadn't had time to send it to the cleaners, yet. "Here." With that, he tossed it to Doom.

Catching the jacket, Doom inspected it, and nodded. "_Very well,_" he said. "_Doom wishes you luck; you will likely need it._" At that, he 'ported himself away.

Snorting, Shinobi sat back down in his desk. '_The hell I'll need luck,_' he scoffed. '_Father's dead, the bastard can't touch me, Frost is on the run, and Selene is too busy licking her wounds to be bothered; everything is just fine…_'

The shadows in the room…seemed _longer_ than they had before…

A trickle of cold sweat beaded over his eye. '_I'm perfectly fine,_' he told himself. '_I am the Lord Imperial; there is __**nothing**__ that can touch me…_'

Two more beads appeared. Nervously, Shinobi took out the revolver his father kept in his desk drawer, checking it over. '_Just a quick check…to make sure it's in working order…I'll never need it…_'

Putting the gun back, Shinobi looked around the eerily dark office…and hugged his knees to his chest, trying to calm his nerves, as he realized just how alone he was…

XXXXXXXX

_Author's Note: Just one quick announcement; after several requests, I have decided to move this fic to the X-Men: Evolution/Justice League crossover section. Books One and Two will be moved to the Evolution/DC section, and my Transformers fics will go to the Ult. Marvel/Transformers Movie section. This move will happen in several days, to give you all fair warning, so update your links accordingly!_

_Coming Soon:_

_With Alison back, everything seems back to normal…until a strange little visitor stops by._

_As this imp turns the Institute backwards, two more mischief-makers show up to trouble the Man of Steel._

_Can our heroes undo all this chaos?_

_Find out, when the X-Men's world gets really "Myxed Up"…_


	31. Myxed Up

CHAPTER THIRTY: MYXED UP

_North Pole, May 25, 2009_

The polar ice was utterly silent around the Fortress of Solitude, the quiet disturbed only by the cry of the unending winter wind, and the low _hum_ emitted by the Fortress' mighty shield. Behind the crystal stronghold's luminous barrier, deep in the Fortress' heart, its master worked away steadily, his sense of purpose renewed.

In the Core Chamber, a few meters above the perfectly flat floor, where the Fortress' five EPMs were embedded in a circle-pattern, shining steadily, Superman floated next to a massive, white-crystal sphere, embedded with spikes at regular intervals along its surface. Checking his scanner, Superman nodded to himself. "The ECM-core is fully calibrated, Kurox; deploy the rings!"

On the ground below, several feet away, Kurox nodded, manipulating several crystals on a console. "_Acknowledged; deploying Amplifiers._" Instantly, dozens of crystalline units flitted out from open panels, linking together in three immense rings around the core, the smallest ring resting closest to the core.

As the Amplifier-rings settled into position, Superman touched down next to Kurox, looking up at his father's idea given life. "It's ready," he murmured to himself. "It's finally ready!"

"What's ready, Clarkie?"

Turning, Clark's smile grew as he saw Alison, in uniform, walk into the Chamber, greeting him with a smile and a kiss, which he happily returned. "The ECM, Ali," he answered. "It's ready to test."

Clark could feel her joy, surprise, and pride filter through their empathic link. "That's _great!_" she exclaimed. "I _knew_ you'd do it!" Smiling playfully, she swatted him in the arm. "Didn't I _tell_ you that a little sleep would make a difference?"

Smiling back, Clark couldn't help but nod; taking some time off his League duties had been the wisest choice, he reflected. After getting a decent amount of sleep, he'd not only finished his dissertation, but completely caught up on his Bugle paperwork, started to put together a defence of his dissertation, and finalized the ECM's calculations _well_ ahead of his schedule.

More importantly, however, he'd found the time to just…hang out with the others at the Institute, like he'd been able to do before he'd been so busy with the League. Reconnecting with them – his _family_ – had given him a renewed sense of energy; where once building the ECM would have been a distraction, he now saw it as a joy, a challenge…

…and it was all thanks to the insistence of the gold-headed _angel_ in his arms. Little-by-little, day-by-day, minute-by-minute, he was falling in love with her, all over again…

A lovely blush crossed Alison's face as she cuddled closer to him. "Thinking of me?"

Clark chuckled. "Always, _taushi._"

Giggling, Alison slowly withdrew from his embrace. "So, when were you going to tell us that your project was done?"

"As soon as I test it successfully," Clark answered. "Most of the simulations I ran say it should work, but until I fire it up, there's no way to be certain."

Alison nodded. "If it works?"

Clark grinned. "Then the Fortress will have a power-source that makes EPMs look like _waterwheels._"

Alison's expression turned stricken. "And the _worst_-case scenario?"

Clark gulped. "Then the Fortress re-routes all power to quench the reaction before it goes critical."

"So…all-or-nothing," Alison observed, slightly pale.

Clark nodded. "I've taken every precaution, _Alia,_" he said. "I'll be as careful as I can."

Slowly, Alison nodded. "Okay."

Walking to a console next to Kurox's, Clark brought up the interface. "Deploy ECM Shielding." At once, six crystalline pylons jutted up around the perimeter of the EPMs, each one extending several leaf-like crystals. "Powering shielding to 25 percent." The leaf-crystals began to glow bright white, as hundreds of hand-sized, hard-light hexagonal prisms flickered into existence, forming a dome around the ECM-Core and the five modules.

Checking his console, Kurox nodded. "_Shielding ready,_" he confirmed. "_Repositioning EPMs One and Two and commencing Core Alignment._" His hands blurred over the console, bringing up a hologram of the core, lowering it closer to the ground, lining it up with two beams projected from two of the EPMs; the actual core quickly followed its counterpart, as two of the EPMs shifted, pointing towards it.

Clark confirmed the readout. "Alignment complete," he reported, bringing up a holographic image of the Fortress, along with several power-bars. "Powering down non-essential systems." Touching the bars, he lowered their output to a bare minimum; the luminous white of the Chamber's lights dimmed to a dull grey. "Setting Emergency Quencher to Standby." Below the ECM-Core, a crystal-lined pit opened, large enough to hold the core and drain its energy if anything went wrong.

"_Quencher standing by,_" Kurox reported. "_All pre-test systems report in the green; ready for Stage One test-fire._"

"Confirmed," Clark said. "Initiating Stage One test-firing." Within the shield, the innermost ring began to spin around the core, seconds before two of the EPMs fired pulses of off-white energy into it; the pulses splashed into the core, spreading light over parts of it, which grew with every pass of the first ring, making it gradually glow brighter.

Clark checked the readout. "Power output is within acceptable parameters. Initiating Stage Two test-firing." Now the second ring began to spin, as the EPMs pulsed again; the energy seemed to go _deeper_, this time, as every pass of both rings amplified it and fed it back into the core, where it grew, released, and was fed back, again.

"_Cascade reaction has been initiated,_" Kurox reported. "_Output levels rising to 75 percent of expected maximum output._"

"Acknowledged; raising containment field output," Clark answered, tapping a few crystals; instantly, the hexagons grew brighter, more closely-packed, as the air within began to spark with energy. "Activating moderator program." Within the field, the remaining EPMs began to glow, regulating the chaotic mass of swirling energy. "Moderators active; output levels stabilizing. Ready for Stage Three test-firing on my mark; three…two…one…_mark!_"

As the third and final ring began to spin, the EPMs fired again; the mass of swirling energy swelled like a balloon, pressing against the shield. "_Output rising to 130 percent of expected maximum output!_" Kurox reported. "_Warning: containment field failure imminent!_"

Clark grimaced. "Rerouting power to containment field and moderators!" Instantly, the shield glowed brighter, holding the energy in, as the chaotic haze began to settle into a regular swirling pattern around the now-imperceptible core. "Report?"

"_Entropy reaction is now self-sustaining,_" Kurox answered. "_Power output holding steady; commencing calibration of secondary confinement grid._" As he manipulated his crystalline array, the holo-image of the containment field shifted, becoming denser, as a second field appeared within it. "_Calibration complete._"

"Acknowledged; projecting secondary field." At Superman's command, the secondary field took shape, confining the energy further, funneling it towards the five EPMs, which began to glow like miniature stars. "Initiating transfer protocol; EPMs One through Five operating at 5 percent transfer. Initiating ECM Automation…_done!_"

As the Fortress' computer took over the regulation of the ECM, Clark carefully stepped back from the console, his expression anxious, as though he half-expectd it to go spectacularly wrong at any moment…and then breathed a relieved sigh. "Well, _that_ was close."

Alison nodded, her expression a nervous smile. "You Kent men certainly never do anything halfway."

Clark chuckled. "Hey, Pa always said, "If you're gonna do something, boy, you do it _right,_"" he replied. "Of course, he probably never had harnessing entropy itself in mind when he did…"

Alison laughed. "Well, if you're through breaking the human laws of physics, care to come home and help me cram them into my pitiful little brain so I don't flunk my finals?"

"I'd be happy to, _taushi;_ I just need to double-check the ECM before I leave," Clark said. "You go on; I'll be right behind you."

"Okay." After giving him a peck on the cheek, Alison turned to go, becoming a silver blur as she flitted away.

Turning back to his console, Superman checked over the readout. "Entropy reaction appears stable," he observed. "Power output is within acceptable range; secondary field is holding."

"_Confirmed. EPM-transfer is within expected limits; no overload detected,_" Kurox reported. "_Recommendation: maintain current settings for one hour, and then increase transfer…_" He froze. "_Alert: dimensional anomaly detected!_"

Clark froze, his eyes scanning the readout; his father's notes had warned him about fluctuations within the core, but he'd thought his designs would neutralize them. "I'm not seeing any exotic-matter reactions…"

"_Negative, Master Kal-El! Dimensional anomaly has occurred outside the core; anomaly has been tracked to Main Hall!_" Kurox answered. "_Intruder detected! Red Alert!!_"

At once, the crystal walls of the Fortress began to flash red, as an alarm klaxon blared, instantly putting Superman on edge; _nothing_ had ever been able to penetrate the Fortress before, except Doctor Strange's astral state, and never with the shield up… "Fortress: teleport us to the Main Hall, and lock down the perimeter!" Superman ordered. At once, the blue-white beam engulfed him and Kurox, 'porting them away.

The very second they emerged from the beam, Superman's eyes flared electric blue, as he swept the Main Hall for any sign of intrusion, while Kurox armed his stunners…but they both found nothing; there was no sign of any intruder, with not a single crystal out-of-place. "Kurox, are you detecting any movement?"

"_Negative, Master Kal-El; all motion-sensors read in the green,_" Kurox answered. "_Dimensional anomaly remains localized; attempting to pinpoint._"

'_So whoever this intruder is, they're still here,_' Superman thought with a frown, '_and if they're capable of eluding the Fortress' scanners…_' His face twisted worriedly as he passed by one large crystal, its reflection mirroring his expression…

"_Anomaly localized! Master Kal-El, it is right in front of you!!_"

Confused, Superman turned to Kurox. "I don't see it, Kurox. Are you sure..?" He turned back to the crystal…and _froze._

It was no longer his own reflection that he saw in the crystal; the image in its facets was now that of a tall, blond-haired woman, her frame athletically built, yet curvaceously femine, poured into a one-piece, sleeveless, backless, green catsuit-like garment, faintly gleaming as if it were woven of emerald fibers. Her long hair was held back from her milky forehead by a green, crown-like headband, her moist, ruby lips curved up in a haughty smirk, while her lustrous, dark green eyes glittered with joyful oblivion.

Bewildered, Superman stepped back, just as the woman took a step _towards_ him…and _walked out_ of the crystal with one languid step, her stiletto-clad feet touching the floor with barely a sound. Emerging fully from the crystal, the woman rose to her full height – coming right up to his eye-level – and smiled. "Greetings," she cooed.

Superman frowned warily. "Who are you?" he demanded.

The woman laughed, her giggle seeming to echo throughout the room. "I hath been given many names, young hero," she chimed. "Which one doth thou prefer to..?" Her smile turned into an annoyed scowl as the alarm kept blaring. "_Wilt_ thou _silence_ yon wretched machine?!"

"Fortress: Yellow Alert; all intrusion countermeasures on standby."

Kurox bristled. "_Inadvisable, Master Kal-El. Subject possesses ability to bypass shielding; other capabilities unknown._"

"If she wanted to attack us, Kurox, she would have done so, already," Superman reasoned. "For now, she wants to talk; my order stands."

As Kurox relaxed, the Fortress' red alarm-flare dimmed to a yellow pulse, its kalxon going silent. The woman seemed satisfied, looking around. "A marvel, indeed," she mused, her gaze falling on Kurox. "And what interesting toys thou hast!"

Kurox met her gaze. "_Analyzing…no match found; internal physiology consistent with human anatomy, but of higher density. No known DNA-markers detected; high-level energy emissions present within subject…_"

The woman laughed in surprise. "Thou art bold indeed, mechanical man, to determine the nature of a goddess of Asgard!"

'_Asgard?!_' Superman did his best not to let on how unnerved he was. "You're from Asgard?"

The woman nodded, her emerald gaze returning to him. "My name, young hero, be Amora…but most know me as the Enchantress."

Superman did his best to quell the chill running up his spine. "Well, you're an awful long way from Asgard, Enchantress; what brings you to my door?"

The Enchantress chuckled. "The greatest hero of Midgard asks why a goddess seeks to favour him?" she replied. "In the days when mortalkind worshipped us, oft were their heroes blessed by my kind; surely thy people were not so calculating as to ignore such blessings." She sighed. "Mayhap if thine fortifications had been less robust, our meeting might have been earlier."

Kurox piped up. "_Hypothesis: prior to testing the ECM, power was rerouted from the shield. Subject Amora may have been able to teleport past it in that time._"

The Enchantress frowned irritably. "Well said, machine; now leave us."

"_Subject's threat level undetermined; order disregarded._"

The Enchantress whirled on him. "Thou _darest..?!_"

Superman quickly spoke up. "I wouldn't take it personally, ma'am; unless I say otherwise, Kurox only takes orders from _me._"

That seemed to calm her. "'Tis good thine servant knows his place," she allowed, her smile returning. "Even so, 'twas curious that I was but able to reach this chamber and no lower; I am suitably intrigued."

'_She was trying to reach the lower levels,_' Superman realized. "I'm sorry to disappoint you, but there's not really much down there that would interest an Asgardian goddess, I'm afraid."

The Enchantress' echoing laugh filled the air, again. "That which interests me now stands before me," she cooed, circling him. "'Twould seem that Thor's recount of thee and thy people proves true."

Superman didn't dare take his eyes off her for a minute. "You know Thor?"

"Young hero, 'tis naught but _impossible_ to be of Asgard and _not_ know the Odinson," Enchantress replied. Her smile turned sly. "As of late, I hath grown weary of the Thunderer's slights of my affections…and so my favour shall fall to the _next_ worthy soul."

'_Uh-oh,_' Superman thought with a gulp. '_Oh, crap, why don't I ever see this coming?!_' "Uh…that's very kind of you," he began, carefully backing away, "but I sort of have an experiment to finish; if you'll excuse me..!" He turned to go…

…and found the Enchantress standing in his path. "'Tis most unwise to refuse a goddess' affections," she chided, walking towards him, as tiny flowers bloomed in her footsteps. "Most mortals hath offered their very _souls_ for my favour."

Superman took another step back. "I'm not sure I'd advertise that, lady."

"_Posture suggests apprehension; threat-level assessed,_" Kurox droned, powering his Stunners. "_Subject-designate Enchantress, cease and desist immediately; you will not be warned again..!_"

"Oh, _disappear!!_" the Enchantress snapped; at those words, a bolt of invisible force smashed into Kurox, sending him flying into a crystal column.

Superman was at his friend's side in an instant, helping him up. "You okay, Kurox?"

Kurox steadied himself. "_Defense shield at 57 percent, Master Kal-El; internal components undamaged._"

"Good." His eyes narrowing, Superman turned to face the intruder…and found her right in front of him. "What do you _want_, Enchantress?" he demanded.

"Merely a trinket thou hast no use for," Enchantress answered idly. "Relinquish it…and thou shalt find thyself most _wonderfully_ blessed…" She started to lean closer, her ruby lips parted invitingly…

…only to find two steel-hard fingers gripping her chin firmly, halting her advance. "_Sorry_, missy, but I'm _spoken_ for," Superman snapped. "I don't know what passes for manners on Asgard, but around here, we _don't_ drop by unannounced, and we _don't_ blast our host's friends. Try _knocking_, next time." Out loud, he added, "Fortress: full power to shield; lock onto Enchantress and 'port her _out!_"

"_What?!_" the Enchantress cried. "What art thou..?!" Her cry was cut off, as the teleporter beam swept over her, taking her out of the Fortress and depositing her in the polar ice outside.

For a moment, the Enchantress was stock-still, her expression incredulous, her mind struggling to process what had happened…before her face twisted in elemental _fury._ "_Insolent WRETCH!!!_" she exploded, her rage turning the blue sky a stormy black. "_Thou DAREST slight a goddess of Asgard?!!_" With a harpy-like screech of rage, she raised her hand, summoning a barrage of lightning-bolts that smashed against the Fortress' shield.

Inside, Superman and Kurox were both knocked to the ground as the entire Fortress shook. "Fortress: Command Center!" Instantly, they were 'ported to the Command Center in the Fortress' top levels; already, holo-images of the enraged Enchantress tossing lightning at the shield were shown.

Kurox moved to one console. "_Shield status: 79 percent and dropping,_" he reported. "_Evidently, Subject-designate Enchantress does not handle rejection maturely._"

"No kidding." Superman quickly brought up a targeting grid. "Deploy Hunter-Class Attack Drones, and arm Pulsar-Class Point-Defence Turrets!"

As the Enchantress summoned a deadly bolt of eldritch fire, a half-dozen head-sized crystalline spheres shot out of the ice from deep beneath the Fortress, each one extending three spiked prongs, swarming the attacker, forcing her spell to fail. "_Wretched TRINKETS!!_" she shrieked, summoning a flail of crackling energy. "_Be OFF with thee!!_" With deadly aim, she cracked her whip, but the Drones flitted away, firing their lasers, driving her back. The Enchantress struck again, this time striking one Drone, shattering it into dust, but the remaining five kept firing. Amora was about to unleash another spell, but she was barraged by a rain of laser-fire from the Fortress, as dozens of mid-sized turrets jutted up from the ice, firing at her. Her teeth gritting, the Enchantress let loose a fearsome shriek, rattling both the drones and the turrets into dust.

The Enchantress' shriek rumbled all the way into the Command Center. "_Shield status: 43 percent and dropping,_" Kurox reported. "_Failure imminent._"

Superman grimaced. "Increase ECM-EPM transfer to _100_ percent; feed all available power to the shield!!" he ordered. "If this psychotic hag wants to play rough, then we'll _play_: arm Quasar-Class Turrets, and put the _StarLances_ on standby!"

As she continually hammered the gleaming barrier, Amora smirked as she saw its light dim; in mere moments, it would buckle, allowing her to return and give the wretch a piece of her mind…but her triumph was quickly thwarted, as the barrier started to glow again, _far_ brighter than ever before. Snarling, the Enchantress slammed it with another spell-bolt…but it held; she struck it again and again, but it did not yield. She was about to strike it again when she was taken in the side by a blast of dark indigo energy, sending her flying across the ice.

Getting back to her feet, the Enchantress turned to unleash her wrath on the Fortress…only to find an icy field _lined_ with crystalline Quasar-Class Heavy Laser Turrets facing her, as three immense crystals jutted up from the snow behind them, morphing into three equally massive _StarLance_-Class Plasma Cannons. As Amora hesitated, a hologram of Superman's face appeared above the assembled ordinance. "_I suggest you go back to Asgard, Enchantress…because I can hit __**just**__ as hard as you can._"

As the hologram faded away, Amora scowled. "_Beware,_ child of Krypton," she hissed, "for _woe_ befalls all who cross the Enchantress!" With that, she simply winked away.

Watching the Enchantress go, Superman breathed a sigh of relief. "Status?"

"_Shield integrity holding at maximum; ECM output still within acceptable parameters,_" Kurox reported. "_Perhaps your course of action was not the wisest, Master Kal-El._"

Superman groaned. "When it comes to girls, Kurox, there rarely _is_ a wise course of action," he answered. "Keep all defenses on standby, and call Ali and tell her I'll be late; I'm heading to the Watchtower."

As Kurox nodded, Superman turned and headed out of the Command Center, darting out of the Fortress and into the air as soon as he emerged from the teleporter beam; he needed answers, and he knew who to ask.

Clearing the atmosphere, Superman sighed to himself. '_I said it before, and I'll say it again; some guys attract girls like crazy, and I attract crazy girls…_'

XXXXXXXX

_Xavier Institute_

'_Alison, could I speak with you for a moment?_'

Alison had just gotten back to the Institute when she heard the Professor's summons; after changing back to her regular clothes, she hurried to her mentor's office. "You wanted to see me, Professor?"

Professor Xavier smiled gently. "Please, take a seat," he suggested, prompting Alison to do so. "It's nothing serious, Alison – at least I don't believe it is; it's just that we haven't had a chance to discuss everything that's happened since…the incident."

Frowning sadly, Alison nodded; even now, after all her soul-searching, she didn't like talking about the revelations of Project: Galatea. "No, we haven't," she agreed. "I guess I've been preoccupied with things…"

"Understandable," the Professor conceded. "We all knew that you and Kal needed some time to re-sort your relationship."

"Understatement of the _year,_" Alison agreed, before smiling sheepishly. "We never got to say thank you for letting me move into his room."

Professor Xavier chuckled. "Well, I never got to thank _you_ for giving up your space to accommodate Sooraya," he countered. "Besides, given the new aspect of your relationship, I gambled that you two would have a therapeutic effect on each other."

If there was one thing the Professor was good at, it was hitting the nail _right_ on the head, Alison reflected. Living in such close proximity to her Clarkie had definitely helped them get back on track; it hurt her so much to see the habits he'd picked up during their time apart – by reflex, he'd almost forgotten to sleep, the first few nights, but Alison had helped put the kibosh on _that_, fast enough. Fortunately, Clark learned lightning-fast; three weeks later, he was getting back to his normal self. In turn, he'd helped her get over the last few traces of her fears, and re-connect to her life here…as well as help her catch up on five weeks of schoolwork. "Yeah, our new bond has…really helped," she agreed, fighting to keep a blush off her face.

The Professor's smile became a bit forced. "As happy as I – as _all_ of us – are for you two," he began, "we do want to make sure that there aren't any…drawbacks."

"Drawbacks?"

The Professor sighed. "You said so yourself, Alison: your being apart placed you both in considerable distress," he said. "We still aren't sure exactly how your connection works…"

That much Alison could understand. "I once asked Kal exactly how it worked," she replied. She chuckled. "I'll admit, the scientific details made my head spin, but he made a good analogy." She paused, recalling his words. "Okay, just think of Scott and Jean's bond: they're like two computers on two separate wireless networks, both in constant communication, as long as they're in range. When they're out of range, they stop communicating, but they both can still function normally."

The Professor nodded. "And yours?"

"We're two computers both on the _same_ wireless network, constantly feeding back to each other," Alison finished. "When we're out of range, the network breaks, we lose the feedback, and problems start building up."

"I see," Professor Xavier said. "Then your separation only worsens whatever mental state you both have."

"Exactly." Alison sighed. "That's why _tausha_ was so tweaked; between breaking up with him and leaving, I gave him a _double_ whammy."

The Professor nodded. "Then you two are also aware of each other's thoughts?"

"Not exactly," Alison answered. "I mean, when we're close, we can sort of get a general feeling of what the other is thinking about, as well as their emotional state, but if you asked one of us to think of a number, the other couldn't tell you what it is."

The Professor looked mildly worried. "And does this connection have any…adverse effects?"

Alison blinked. "'Adverse effects?'"

"I realize that this may be difficult to talk about, Alison, but if there are any potential problems – be they psychological or neurological – with your condition, we need to know about them."

Alison quickly shook her head. "You don't have to worry about that, Professor," she answered. "Kal and I are perfectly _fine;_ there aren't going to be any problems with our bond…"

"_MCGURK!!_"

Alison froze at the sound of that obnoxious voice. "What was that?"

The Professor arched an eyebrow. "What was what?"

"_HEY, MCGURK!!_"

Alison whirled around. "_That!_" she exclaimed, moving towards the door. "There's somebody outside!" She threw open the door…

…and saw no-one there.

The Professor looked quizzical. "Alison, I didn't hear anything; are you sure..?"

"I…I _thought_ I was…" Alison began. "I was _sure_ I'd heard something…"

"Brilliant deduction, Sherlock!"

Whirling around in surprise, Alison found the owner of that obnoxious voice – a three-foot-tall, impish-looking little man, clad in orange-and-purple pants, purple shoes, and a purple jacket, with a purple derby over his balloon-like bald head – floating right above the Professor. "Professor, _look!!_"

Looking up, the Professor looked right at the little man…and then looked back at her. "Alison, are you feeling alright..?"

The imp grinned. "Blondes! What're ya gonna do?"

Alison's teeth clenched. "Professor, there is some kind of…of little man floating right _there..!_"

The Professor's expression turned wary. "Perhaps we should continue this discussion another time," he suggested. "In the meantime, you may want to have Hank take a look at you..?"

"I am _not_ crazy, Professor!" Alison protested. "He is floating right…there?"

The imp was gone.

The Professor sighed. "Alison, you've been under considerable stress, these past few weeks; a delayed reaction is perfectly normal," he reasoned. "Just take some time to relax; we can talk about this later."

Alison wilted. "Okay," she relented, before walking out, closing the door behind her…

"Heya, toots!"

Whirling, Alison's eyes narrowed as she saw the chortling imp floating behind her. "You mutant kids sure are fun to mess with!" he laughed. "I was gonna go find my pal McGurk…but I guess I could stick around here, a while!"

Alison's fists clenched. "Who _are_ you?!" she demanded.

The imp tipped his hat. "Mxyzptlk's the name; _Mister_ Mxyzptlk."

Alison was dumbfounded. "Your name is…_what??_"

The imp rolled his eyes. "_Mxyzptlk,_" he repeated. "As in, _Mix,_" he morphed into a whirring blender, "_ya-spittle,_" he morphed back, blowing a spittling raspberry, "_lick!_" He finished his annunciation by stretching out a cartoonishly long tongue, and slurping her face.

Alison was frozen to the spot. '_Oh, GROSS!!!_'

Mxyzptlk remained oblivious to her nausea. "Word is that this piddly little planet's actually a happening place," he said, "so I figured I'd see what's what!"

Alison's nausea finally gave way to fury. "Well, pack your bags," she snapped, "because as far as we're concerned, you can just take your freak-show on the _road!_" With that, she moved to _strangle_ the little creep…

Mxyzptlk frowned. "So much for hospitality," he muttered, popping behind Alison…before smiling. "Maybe you just need a new perspective!"

With a cry of alarm, Alison found herself flattened against the ceiling as gravity suddenly reversed itself, before resetting to normal, sending her crashing to the floor. As Mxyzptlk laughed himself silly, Alison darted to the Professor's door, pulling it open. "Professor, he's _back!_" she cried, pointing behind her. "He's right there!"

Confused, Professor Xavier looked in the direction of her gesture…and arched an eyebrow, prompting Alison to follow his gaze…and find nothing. With a sigh, Alison closed the door. "Never mind."

As the door shut, Mxyzptlk popped back into view, laughing his butt off. "That was _classic!_" he guffawed. "Now I _know_ I'm gonna like it here!"

Alison scowled. "_Go away._"

Mxyzptlk's smile turned sly. "No chance, Blondie," he replied, "'cause I'm just getting' warmed up…"

XXXXXXXX

_Watchtower_

"Do you think there's a love-affair going on within the League?"

Sitting at a table in the Tower's cafeteria, Batman had just brought his cup of Alfred's special blend of herbal tea halfway to his mouth when Wonder Woman dropped _that_ bomb; keeping his expression as unflappable as ever, he looked across the table, meeting her gaze. "We are just sharing some of Alfred's tea," he answered. "If our teammates are bored enough to start gossiping about that, they're not doing their jobs."

Diana's cerulean gems danced with mirth. "Why, Bruce…_whoever_ said I meant us?" she chimed. "I was _talking_ about John and Shayera."

Batman arched an eyebrow. "You're serious."

Wonder Woman laughed. "_Deny_ that you've noticed a spark between them," she countered. "It's been there since the holidays, and only Aphrodite and those two know what happened _then._ Not only that, but they _have_ been spending more time together…"

"A few training-sessions together doesn't automatically make a relationship, Diana," Batman refuted. "Even if it did, it's their business, as long as it doesn't interfere with work; this team doesn't need another Kent-incident. Now that she's back, he'd better get his head together."

Wonder Woman frowned. "That's a _terrible_ thing to say!" she admonished. "Clark and Alison were in _love_; of _course_ being separated would affect them!"

Batman was about to point out that Clark's state was reason enough not to _get_ romantically involved in this business…but Diana's expression made him think better of it; better to pick his battles.

Fortunately, his Themysciran teammate let the matter slide; one sip from her cup was enough to distract her. "This tea is simply _divine!_ You _must_ share the recipe; Mother would simply _love_ it!"

Batman shrugged. "Sorry, Princess, but that's Alfred's secret recipe. If your mother wants it, she'll have to take it up with him," he replied. "Tell her I said good luck."

Diana arched an eyebrow. "Why, Bruce? Does Alfred possess some secret technique that not even the dreaded Dark Knight can counter?"

"Worse. He'd slack off kitchen duty long enough to get Dick and Barbara hungry and crazed enough to turn on me."

Wonder Woman laughed. "Bruce…was that _another_ joke..?"

"No. It wasn't." Batman set his cup down. "Besides, he'd probably be busy with that mystery-woman of his."

Diana's smile grew knowing. "Does it surprise you, knowing he's dating?"

"I'm a scientist. Nothing surprises me."

Diana sighed. "One day, Bruce Wayne, something _will_ surprise you…and I hope to Hera I'm there to see it!"

"Yeah, that _will_ be something to see!"

As Batman glanced over his shoulder, Diana smiled happily at the sight of their formerly-incapacitated teammate. "Arthur!" she exclaimed, rising to greet him. "It's so good to..!" She trailed off as she saw his left arm…which now ended in a harpoon-like, hook-tipped prosthesis. "Oh, Hera…"

Aquaman managed a faint smile. "Relax, Princess; it looks worse than it actually is."

Batman stood up. "Will it hamper your performance?"

"No chance, Bats; I managed to talk Namor into outfitting it with a grappling hook. You won't see _me_ slowing everybody down." His smile grew. "And did I hear you guys say Ali's _back?_ Clark must be over the _moon!_"

Wonder Woman chuckled. "Why not see for yourself?" she suggested, gesturing towards the door.

At that very moment, Superman had just walked in, his expression brightening as he saw his pal, back on his feet. "Arty!"

Aquaman grinned. "Hey, Smallville!" he greeted. "Sorry it took me a little longer to get myself back together!"

Superman laughed. "Hey, I'm not much of one to talk!" he replied. "It took a Kryptonite dagger and three weeks off with Ali to set _me_ straight!"

"Well, as long as you're back in shape, nobody's complaining." Aquaman's expression dimmed. "I heard about Lex," he began. "Any news?"

Superman lowered his gaze. "No change."

Wonder Woman's face fell. "He'll pull through, Clark," she assured him. "Surely the gods would not be _that_ cruel…"

"I hope you're right, Diana," Superman answered. "In any case, I'm afraid I didn't come here to catch up; any news alerts, lately?"

Batman arched an eyebrow. "No. Why?"

"A hunch." Turning to the nearest communications console, Superman switched it on. "Watchtower calling Triskelion; you there, Cap?"

After a few seconds, the image of Captain America appeared on the screen. "_Triskelion here, Superman; is everything alright?_"

Superman nodded. "For the moment, Cap," he answered. "I'm afraid this isn't a social call, though; I needed to speak with Thor for a moment. Is he there?"

Cap looked mildly confused. "_He just got back,_" he said. "_Hang on; I'll put him through._"

Several more seconds later, Cap's face was replaced by Thor's. "_How goes the day, lad?_"

"As well as can be expected, Thor," Superman answered. "Like I was telling Cap, this isn't a social call. Do you know an Asgardian named Amora?"

The very instant he'd said that, Thor's face went _pale_, his smile all but _evaporating._ Wonder Woman's expression mirrored that of Thor's, Batman noted. "_Lad,_" Thor murmured, "_where in the Allfather's name did you hear tell of __**her?**_"

"So you _do_ know her," Superman answered. "Is she dangerous?"

"_As sure as the wastes of Jotunheim can freeze a man to his soul,_" Thor said. "_By Asgard, child, how did you come to know of the Enchantress?_"

"I was running an experiment up north when she paid me a visit," Superman replied. "She was looking for something, and I suppose she half-expected me to fork it over when she batted her eyelashes at me, so I kicked her out." He grimaced. "She did _not_ take it well."

"_She never does, friend,_" Thor agreed. "_Yon wicked wench be as vengeful as she is fair; her wrath is fiercer than the winter wind._"

"_Tell_ me about it; I had to switch on the new power-core to keep the Fortress' shields from buckling." Superman looked grave. "Will she come back?"

"'_Tis hard to say; the Enchantress is a creature of whim,_" Thor answered. "_Perhaps her gaze hath fallen on some other unlucky soul…but if her pride be wounded…_"

"That's what I was afraid of," Superman groaned. "Do you know of anything I should be wary of, if she comes back?"

"_Only to avoid her kiss at all costs, lad; if you would keep your Alison close to your heart, be not fooled by the Enchantress' embrace,_" Thor counselled. "_One kiss be all she needs to make a man her slave; even us of Asgard are not immune. Beyond that, I cannot help; the Enchantress is expert in all matters of Asgardian sorcery next to Loki himself. Only another sorcerer could advise you there._"

"I'll keep that in mind, Thor; thanks."

As Superman ended the transmission, Wonder Woman spoke up. "By _Hera_, Clark…why didn't you _tell_ us that you ran into…_her?!_"

Superman arched an eyebrow. "You know her?"

"Only enough to know that she's every _bit_ as heartless and cruel as Thor told you! She could make even _Circe_ look genial!" Diana fumed. "I met her but once, and that was _more_ than enough!"

Aquaman gulped. "Would she go after the Institute?"

"I would not put it past her!"

"We should hail the others," Batman said. "Once everyone has called in safely, we'll appraise them of the threat."

Superman nodded; if the Enchantress could nearly buckle the Fortress' shield, she _had_ to be taken seriously. "I'll head to the Institute and let them know; I just hope she's not already there."

Diana looked worried. "Be careful, Clark."

"I will." With that, he hurried off, while the three of them headed to the Monitor Womb, to contact the rest of their teammates.

XXXXXXXX

_Asgard_

Thunder crackled over the shining palace that overlooked all of Asgard before depositing its prince outside its gates. Frowning angrily, Thor stormed into the palace, ignoring the salutes of the guards, Mjolnir at the ready, as he summoned his royal armour; in seconds, electrical energy washed over him, replacing his practical armorsuit with a shining silver-blue suit of mythril plate-mail, leaving his arms bare, and his legs covered by black leather pants, his blond head now covered by his wing-adorned helm, his scarlet cape flapping behind him. He intended to make his point _clear…_

"What vexes thee, my lord?"

Pausing his irate stride, Thor looked over his shoulder, allowing himself a faint smile as he recognized that velvet voice. "My Lady Sif," he answered. "Forgive me, I had not seen thee."

Stepping into view from the side-corridor, the Lady Sif – tall, elegantly built, with a warrior's grace, clad in her usual red-white armorsuit, her favorite longsword strapped to her belt – smiled her usual blossom pink smile, her cerulean eyes shining happily, her long ebony locks gleaming in Asgard's summer light. "'Tis a grave matter that draws my love's attention that it could blind him so," she teased.

Thor chuckled. "It is, indeed, my Lady," he answered, turning to her and enfolding her in his embrace. "Though it has been too long, I fear I dare not tarry."

Sif's silk-strong hands traced the lines of his face. "Wilt thou share thy cares, beloved?"

Thor sighed, releasing her. "A friend of mine was set upon, today," he answered, "in a manner most insidious."

Sif gasped, her eyes widening, before they narrowed. "Then lead the way, my lord," she said, her hand grasping the hilt of her blade, "so that we might _punish_ the culprit!"

Thor smiled wanly. "Though I would welcome thy sword, my love, I fear this be no fight that steel can win," he answered. "The culprit be one of us; I intended to speak with her, just now."

Sif had been expecting to hear that Loki or one of his cronies was responsible, but Thor's answer was a surprise. "'Her'??"

"Aye, my Lady. _Her._" With that, he strode off, while Sif followed; in minutes, Thor had reached her chambers, throwing open the door and startling its occupant. "Leave the boy alone, Amora."

The Enchantress' expression had been one of alarm, but it quickly softened into a smile. "Why, my lord Thor, I _cannot_ know thy meaning…"

"Do _not_ play coy, temptress! It will _not_ avail thee!" Thor thundered. "Not an hour ago, thou did trespass upon the lad's polar outpost; I know not what scheme stirs in thy mind, and care even less, but thou will leave the boy _out_ of it!!"

The Enchantress rolled her eyes. "With respect, o Thunderer, my affairs are strictly that; _mine._" A knowing smile crossed her ruby lips. "Unless…thou art not _jealous_…_art_ thou?"

Sif snorted. "Flatter thyself _not_, wench."

The Enchantress smirked. "Does the notion incense thee, Sif? The notion that he doth not wish any other to have me?" She chuckled. "And he be the last man of the lost People of the Light; a fine catch indeed…"

"He is but a _child_, Enchantress," Thor spat. "Thou wouldst shatter the happiness of him and his love for naught but thine own _vanity?_"

Sif was incredulous. "By the Allfather's _beard_, Amora…hast thou not a draught of _shame?_"

"Speak _not_ of shame, o Night-Hair," the Enchantress sneered. "At least _I_ had the sense to keep mine locks safe as I slumbered."

Sif flinched at that, but Thor's eyes narrowed. "Thou dost _forget_ thyself, Enchantress..!"

"As dost thou, my Lord," the Enchantress shot back. "'Tis not thine, but the Allfather's word that is law; I shall refrain from visiting the Kryptonian when _he_ so orders…and not a _second_ earlier."

Thor's grip on Mjolnir tightened, lightning crackling around the war-hammer. "Then hear _this_, wench," he snarled. "Should any misfortune befall the lad, _or_ any that call him friend…I shall take it as a _great_ unkindness." With that, he turned, and stormed off.

When he was a few meters from Amora's chambers, Thor stopped, his gaze lowered. '_Blast it, I should not have lost my temper; my ire did nothing to aid Kal-El's plight…_'

"You should not blame yourself, beloved," came Sif's reassurance, as her hand found his shoulder.

"Shouldn't I?" Thor replied. "Losing my temper did little to help the issue." He frowned regretfully. "And allowing her to insult thee…"

Sif shrugged. "Amora's obstinate vanity is all but _legendary_; my Lord knows this," she soothed. Smiling, she added, "And the Thunderer's wrath once even drove _Loki_ to cower; my hair is proof positive of that."

Thor softly laughed, recalling his step-brother's terrified expression when he'd confronted him about cutting off Sif's blond hair. "The trickster could not craft a hair-replacement spell _fast_ enough!" he agreed, before his face fell. "Alas, the Laufeyson proved as incompetent as he was treacherous…"

Sif shook her head. "My Lord's intent was enough," she said, before her smile returned. "Indeed, mayhap a fair head be _too_ common in Asgard; a raven head be a welcome change."

Smiling, Thor gently ran a hand through his love's iridescent locks, his smile growing as she leaned her head into his hand. "In any case, it certainly becomes thee, my love," he whispered. "Then again, even a bare head would become thee."

Sif's eyes glittered with mirth. "Forgive if I choose not to take thy word." Her expression turned worried. "But did Amora speak true? Thy friend, he be the last of the lost People of the Light? The ones whose passing Volla spoke of?"

Thor nodded. "Aye, my lady love, that much Amora spoke true. My friend, Kal-El – called Superman by Midgard – be a survivor of the fallen world Krypton, one of the few remaining members of his kind. In the scant years I hath known him, he hath assembled a force of equally honourable souls, among them Diana."

Sif smiled. "If friend Diana doth find him worthy, I too might care to meet him." Her expression grew troubled. "We must endeavour to aid him, if Amora proves treacherous."

"We must, indeed," Thor agreed, "though now, I fear the next move be hers…"

XXXXXXXX

Once Thor had shut the door behind him, the Enchantress' smirk twisted into a scowl, as she let out a scream of fury, incensed beyond reason at the failure of her gamble. '_If that little wretch had but behaved, the Odinson would be mine, by now..!_'

"My Lady?"

Frowning, the Enchantress looked over her shoulder, spotting the hulking, armour-clad form of Skurge – oft called the Executioner – emerging from a side-door into her chambers. "What vexes thee, Ladyship?"

Amora crossed her arms, her face crossed by an angry pout. "Only the same thick head of the Odinson!" she sulked. "The stubborn, obstinate _lout_ still slights me!"

Skurge stepped forward, his hand extended. "The Thunderer be unworthy, o fair Lady Amora," he pledged, his eyes hazed with her enchantment. "Thou should not waste a moment of thy time further on him…"

Scowling, the Enchantress swatted her lapdog's hand away. "I _alone_ choose who be worthy of me, Skurge! _Never_ forget that!"

Skurge shrunk back. "Of course, Ladyship," he agreed. "Thou didst tell of a strategem..?"

"Aye, but it now seems a failure," Amora muttered. "I had thought to rouse Thor's jealousy by favouring the Kryptonian…yet the little whelp _spurned_ me! As if…as if I were a…a _strompet_ in the street!!"

Skurge choked at that, his eyes narrowing in rage. "Send _me_ to Midgard, my Lady; I shalt _thrash_ the wretch into learning respect..!"

"Nay, Executioner; 'twould be of no avail," the Enchantress said. "The whelp's stronghold be too well-fortified; 'twas but a chance I gained access at all." Her eyes narrowed. "But the wretch will _pay_ for crossing the Enchantress, though I know not how…"

"The Enchantress failing to win a mere mortal's heart? Doth mine ears deceive me?"

The Enchantress' scowl grew as Loki appeared before her in a puff of green smoke. "What doth thou want, trickster?"

Loki smirked. "Only the payment we agreed upon for the divulgence of one thou could use to rouse my lout brother's jealousy, Lady Amora," he answered, "but perhaps I did overestimate thy charms…"

Skurge bristled, summoning his double-bladed axe. "Hold thy tongue, trickster..!"

"_Skurge!!_" Amora barked, silencing him. "Aye, Loki, the whelp did spurn my attentions, for which he shalt _pay._"

Loki chuckled. "He shalt indeed, fair Lady Amora," he agreed. "And I know precisely how."

The Enchantress arched an eyebrow. "Thou knowst of some weakness in his stronghold?"

"Better still: I know of a fundamental weakness in the whelp _himself,_" Loki chortled. "One which mine associate doth exploit at this very moment…"

XXXXXXXX

_Xavier Institute_

After several more of Mxyzptlk's pranks – including her shoes making sounds like whoopee-cushions, parts of the Institute turning upside-down, corridors leading onto train-tracks, and banana cream pies flying at her from out of nowhere, with _none_ of them leaving any evidence behind – Alison had requested that the Professor keep a telepathic eye on her…which had _finally_ gotten the pesky little imp to bug off.

For now.

After taking a quick shower – to clean off the pie-residue and whatever was left from her initial meeting with Mxyzptlk – Alison put on one of her _tausha_'s shirts over her blue lingerie, tossing her regular clothes in the wash, and then tying her damp hair back in a ponytail, before flopping onto the bed, next to a snoozing Krypto, as she cracked open her Physics textbook. It wasn't long before she felt a cold nose press against her arm, followed by a familiar whine, as the Superdog rolled belly-up, begging for a little attention. Alison chuckled, giving her Clarkie's pet a scratch. "You're such a big baby, sometimes," she teased, her smile widening at Krypto's happy groan. "Now I have to study, okay?" Looking back to her text, she sighed as the word-problems started to blur. "I'm never going to get this," she moaned. "Oh, God, I'm gonna _fail..!_"

"You'll do fine, Ali."

As a familiar red-blue blur came to a perfect stop in front of her, Alison smiled piteously up at her beau. "Easy for you to say, Mr. Science Whiz."

Still in uniform, Clark chuckled. "It's just a matter of looking at it differently," he explained, sitting down next to her. "For these kinds of problems, you need to take into account the force behind the thrown object _and_ the angle of the throw before you can determine the distance travelled, okay?"

Smiling happily, Alison leaned back into her boyfriend, letting his words wash over her. She _loved_ the way his mind worked; when they were so close, it was like she could _feel_ his brain – his lightning Kryptonian intelligence – racing away, yet keeping in time with her little human mind. "So, the lower the angle, the flatter the arc?"

Clark grinned. "Exactly!" he exclaimed. "See? I told you you'd get it!"

Alison blushed. "You're a good teacher," she cooed. "Of course, I might have gotten it sooner if somebody hadn't been busy _breaking_ the laws of physics…" Her teasing tone died away as she noticed Clark's flinch. "What's wrong?"

"There was an incident at the Fortress, this morning," Clark confessed.

"What kind of incident?"

Clark gulped. "You're not going to like this," he warned…before he told her.

He was right.

Alison felt sick to her stomach as Clark finished. "You mean this…'Enchantress' just marched in and tried to..?!"

"_Tried_, Ali; I kicked her butt to the curb the minute she did," Clark soothed. "I will say one thing: she does _not_ take rejection as well as Anita did."

As amusing as the notion was, it didn't help Alison's mood. "Why us?" she whimpered. "We…we were just getting everything back _together..!_"

Clark held her close. "This doesn't change _anything_, _Alia,_" he promised. "I love _you_, and nothing that anybody – even an Asgardian goddess – does will change that." He grinned wearily. "To be honest, though, I think she was interested in me only as a means of making Thor jealous; I got the impression that she was really hung up on _him._"

Alison hugged him tight. "I don't _care_ who she's really after," she muttered, "but she _can't_ have my man."

Clark chuckled. "Don't worry, _taushi_; I'm not going anywhere," he soothed. "Besides, I think she's more interested in _flaying_ me than flirting with me, right now."

Alison flinched. "Will she be a problem?"

"Possibly," Clark said. "I was just going to drop by Doc Strange; he might be willing to make a consultation."

Alison nodded. "Then I won't keep you," she answered, before she paused. "While you're there…would you ask him about a guy named Mxyzptlk?"

Clark blinked. "A guy named _what??_"

Alison blushed. "He's this…little imp-guy that I started seeing, today," she said. "For some reason, I'm the only one that can see him; he's been pulling all sorts of crazy stuff, but when I try and tell anyone, it vanishes. I…I think I might be…"

Clark took hold of her shoulders, looking into her eyes. "You are _not_ crazy, Ali," he assured her. "I don't believe you'd make this up; I'll definitely ask the Doctor about it."

Alison smiled. "Thank you," she murmured. "I love you."

"And I love you," Clark answered. "I'll be back as soon as I can." With that, he was off in a flash, leaving her with Krypto…

"_Hubba hubba!_"

Alison's eyes went wide as Mxyzptlk popped into existence right in front of her. "I shoulda dropped by, years ago; gotta say, the view looks pretty dang good..!"

With a scream of dismay, Alison darted to the other side of the room, throwing on her bathrobe. "_Get OUT of here, you perv!!_"

Looking up, Krypto could only grunt in confusion, while Mxyzptlk laughed. "Even the pooch thinks you're nuts, Blondie!"

"Well, he won't once the Professor sees you! He's been monitoring my thoughts..!"

"Why'd you think I backed off, toots?" Mxyzptlk snorted. "Took some doing, but I figured out how to dodge Chucky's brain; ass far as he figures, you're arguing with _yourself!_"

Alison felt her blood start to _boil._ "You _rotten_ little..!"

"Talking to yourself, Blaire?"

Alison groaned as Anita walked into her doorway. "I thought I heard the Professor say you'd gone round the bend. I'm amazed you lasted as long as you had."

"Hot _dog!_ How many hot chicks does this school _have?_"

Alison rolled her eyes, ignoring Mxyzptlk's leer. "Not now, LeRoux," she snapped. "I'm _trying_ to deal with this…this Mxy moron! It's a big enough hassle just saying his name!"

Anita's smirk faded. "This apparition…he's here now?" Alison nodded. "Purple hat, bald head, horrible taste in attire, and incurably moronic?"

"_Hey!!_ You watch your mouth, missy!"

Alison froze. "You know him?"

"In passing; my father once told me he'd dealt with the pest," Anita answered. She called out, "So, you're here, are you, Mxyzptlk? Well, I'm afraid you won't be staying; my father _told_ me how he dealt with you!"

At that, Mxyzptlk flinched. "You just shut your spoiled little mouth..!"

Anita just kept going. "Pay attention, Blaire; dispensing with that imp is pathetically simple," she said. "To get rid of him, all you need do is write his name _backwards._"

Mxyzptlk froze…and then burst out laughing. "You dumb broad! You got it all _wrong!_"

Alison was similarly confused…until she caught Anita's conspiratorial wink. "Oh? That's all?"

"That's all."

Alison grinned. "Hey, Mx, how do you spell your name?"

"Ha! Like I'd tell you that!"

Alison frowned. "Well, how can I write your name backwards if I can't spell it _forwards?_"

"You _don't_ write it, you airhead!"

Alison rolled her eyes. "Sounds like Anita's right, if you're that determined to keep me from writing it…"

"_No_, you stupid skeez! You don't have to _write_ it! _I_ have to _say_ it!"

Alison chuckled. "Yeah, right; like you _could,_" she mocked. "If _I_ can't say it _forwards_, you can't say it _backwards._"

"Oh, yeah?!" Mxyzptlk shouted. "Shows what _you_ know, brat! _Kltpzyxm!!_"

Alison just smiled.

Mxyzptlk's face fell. "I can't _believe_ I fell for that."

_POP!_

Anita smirked. "He's gone, isn't he?"

Alison wanted to cheer. "LeRoux, I could _hug_ you!" she exclaimed, before she caught herself. "But I won't, since, well, it's you…"

"I appreciate that."

Alison smiled sheepishly. "Any chance you know how to get rid of a chick called the Enchantress?"

Anita's eyes nearly bugged out of her head. "The _Enchantress?!_"

'_Uh-oh,_' Alison thought; if that lady could get _Anita_ tweaked… "I guess your dad knows her, too."

Stricken, Anita nodded. "Like Selene, the Enchantress is one of the few beings that can cause my father worry," she said. "The only good thing I can report is that she rarely crossed my father's path; outside of her pursuit of Thor, she doesn't bother with us "mortals."" She gulped. "How do _you_ know her?"

"I don't, but Kal shot her down, this morning," Alison answered. "She didn't take it well, so I hear; he went to talk to Dr. Strange for help."

Anita shut her eyes. "I mean no disrespect to the good Doctor, but I fear there is little he can do…"

"_Ugh!!_ Get _away_ from me, you little creep!!"

Kitty's scream echoed down the hallway, prompting both Alison and Anita to glance towards her room. "Kitty?" Alison called. "You okay?"

"_No_, I'm not okay! There's this creepy little guy in a purple hat floating around my room!"

Alison and Anita's eyes both went wide. "You don't think…" Alison began.

Anita nodded. "This, Blaire, is going to be a _long_ day."

XXXXXXXX

_Greenwich Village, New York_

"Really, guys, this isn't necessary. I'm a big boy; I can look after myself."

As he, Batman, Wonder Woman, and Aquaman ventured out of the Javelin and into the endless mists surrounding Dr. Strange's Sanctum, Superman's expression was mildly embarrassed. "Honestly, guys, I don't think the Enchantress is going to try anything _this_ close to the Doc's front porch…"

"Kal, I mean the Doctor no insult, but if that wretch Amora meant to attack now, he could do little to stop her!" Wonder Woman replied. "The Enchantress' vanity could make even _Narcissus_ look modest, but in matters of sorcery, her pride is well-earned!"

Batman arched an eyebrow. "You sound as if you know her well."

Wonder Woman looked somewhat embarrassed. "When I was…_younger_," she began, "Mother took Donna and I to visit the realm of Asgard, so that we might pay homage to Odin, Zeus' twin. It was there that we befriended Thor and some of his fellow gods…but I fear I made the Enchantress an enemy, that day."

Now Superman was curious. "How?"

Wonder Woman's cheeks were a bit rosy. "I was…something of a wild-child, then," she confessed. "She made some remark against my sisters…and I…well…"

Aquaman chuckled. "You punched her out, didn't you?"

Wonder Woman's head drooped. "It took Thor, his brother Balder, and Thor's love, the Lady Sif to stay her fury," she answered. "Mother was _very_ cross with me."

Batman's expression remained stony. "If whatever she said could make _you_ lash out, then I'm sure it was more than sufficiently upsetting; any judge would agree you'd be justified." At that, Wonder Woman smiled.

Superman's expression was grim. "So I ticked off a lady who had to be restrained by Thor _and_ his brother?" he asked. "I _really_ stepped in it, didn't I?"

"So it would seem."

At the sound of that voice, the four of them turned towards a cloud of crimson haze, out of which stepped the Sorcerer Supreme. "Superman, did I hear you correctly?" Dr. Strange inquired. "You have encountered…the _Enchantress?_"

"I'm afraid so, Doctor."

Stephen closed his eyes. "Oshtur, be _merciful…_"

Aquaman frowned. "Not exactly helpful, Doc," he muttered. "Is there any way to get her to back off?"

"If there is, I'm afraid I do not know it; my experience with Asgardian sorcery is secondhand, at best," Dr. Strange answered. "Clea and I will look through our tomes, but I can make no promises."

"We would be grateful for any aid you can offer, Doctor," Wonder Woman said.

The Doctor nodded. "Come, then; at the very least, the Sanctum should provide a moment's secrecy from the Enchantress' ears." With that, he conjured another crimson cloud, teleporting them off the streets and into the Sanctum Sanctorum.

XXXXXXXX

_Xavier Institute_

Alone in her room, Sooraya had been sitting on her bed, quietly reading her novel, when she glanced at her clock; it was only five minutes until her next set of prayers. Setting her book aside, Sooraya quickly moved to the closet, fetching her prayer-mat, before unrolling it and kneeling down. Closing her eyes, she cleared her thoughts, focusing on her favourite reading from the Koran…

"Hi!"

Sooraya's eyes fluttered open in surprise at that cheery greeting. Turning her head, she spotted a blonde, pigtailed, blue-eyed smiling face peeking around the corner of her door. It was a few seconds before Sooraya recognized her – it was Colossus' little sister, Illyana. "Hello, Illyana," she answered.

Illyana's smile grew as she skipped into her room. "Whatcha doing?"

Sooraya smiled beneath her veil. "Praying."

"Oh." Illyana's voice dropped to a whisper. "Sorry."

Sooraya chuckled. "It's alright, Illyana; I hadn't started, yet."

"Okay." Glancing towards her side-dresser, Illyana's curiosity took over, drawing her towards a leather-bound book; picking it up, Illyana opened it. "Soori?" she asked. "I think somebody drew in your book; there's all kinds of scribbles in it…"

Recognizing the book, Sooraya shook her head. "Those aren't scribbles, Illyana; that's what Arabic – my language – looks like," she explained. "That book is called the Koran; it's the Bible of my religion."

Illyana looked fearful. "Should…should I put it back?"

"If you don't mind."

After setting the book down, Illyana walked in front of Sooraya. "So…are you going to be long?"

"Not too long," Sooraya admitted. "Why?"

Illyana's smile turned a bit guilty. "Well, I was just wondering if…if you'd let me braid your hair!" she chirped. "I'd asked Princess Anita, but she was busy…"

Sooraya suppressed a gulp; she'd heard Anita mention Illyana's little "hobby" once. She thought fast. "But Illyana, if you did braid my hair, I'd just have to cover it up again with my veil, and that would ruin all your hard work. You don't want me to do that, do you?"

Illyana sighed. "No…" she relented, before her tone turned inquisitive, again. "How come you wear a veil, all the time?"

"It's part of my culture; where I come from, women sometimes choose to keep their faces hidden, revealing them only to the men they will marry. As long as there are other men around, I prefer to keep my veil on."

Illyana blinked. "But there _aren't_ any boys around."

Sooraya paused…and then smiled beneath her veil. "No, there _aren't_, are there?" she asked. "Would you mind closing the door?" Nodding, Illyana did so, at which point Sooraya slid her veil from her face, letting the hood slide back, exposing her long black hair, tied in a conservative bun, as well as her delicate cheekbones, and her tiny nose. It felt strange to be without her veil…

"Wow, Soori! You're so pretty!"

Illyana's compliment brought a smile to her face. "Why, thank you, 'Yana!" she replied. "I'm glad you came to visit me."

"How come?"

Sooraya's smile turned wistful. "Because I was worried that…some people here might not like me, since I used to work for Mr. Shaw…"

"But you're so nice!"

Sooraya's smile widened. "I guess I just needed someone to remind me…"

"Oh, _brother!_ What is this, a soap opera?"

Sooraya's eyes went wide as she flung her veil back on, whirling on that voice to find an impish-looking little man in a purple derby floating behind her. "Who are you?!" she demanded. "What are you doing here?!"

The impish figure just laughed. "Watchin' you make an ass of yourself, for one!"

Illyana blinked. "Soori, who are you talking to?"

She couldn't see him, Sooraya realized. "Um…well…"

The younger girl brightened. "Are you talking to your imaginary friend? 'Cause I used to have one, too!"

Sooraya felt bad about lying to the little girl, but she had no other explanation. "Er…_yes_, 'Yana, I was."

The imp chortled cruelly. "'Imaginary,' huh?" he mocked. "How's _this_ for imaginary!"

_POP!_

At that sound, Sooraya looked around…and suppressed a scream of dismay, as she found that her _burka_ was no longer its traditional black, but a light _blue_, with pink _polka dots._

Illyana, however, was delighted. "Your friend's _funny_, Soori!" she giggled.

Sooraya was fighting the urge the summon a sandstorm and _sand-blast_ the floating imp back to _Shaitan._ '_Merciful Allah, give me __**strength…**_'

'_Sooraya?_'

The mental call of Professor Xavier was enough to distract her from her fury. '_Yes, Professor?_'

'_Judging by your mental state, I gather you have encountered the entity known as Mxyzptlk,_' the Professor answered. '_Several others have encountered him, already._'

Sooraya frowned. '_Unfortunately, yes,_' she thought. '_Did the others tell how this…demon might be banished?_'

The Professor softly chuckled. '_Mxyzptlk can be banished by tricking him into saying his name backwards,_' he explained, '_and since he isn't particularly bright, that shouldn't be difficult._'

A smile crossed Sooraya's face. '_Thank you, Professor._' Aloud, she said, "'Yana, my friend and I were going to play a game; would you like to play, too?"

"Yay!"

Sooraya chuckled, as she fished out a piece of paper. "The game is 'Backwards Names,'" she said. "You have to spell the other person's name backwards, or you're out."

Mxyzptlk scowled. "Oh, _no_, ya don't missy! I'm not falling for that one!"

Sooraya ignored him. "I'll go first." Taking a pencil, she quickly wrote the word "Anaylli" on the paper. "Done!"

Illyana glanced at the paper carefully…and then she smiled. "That's _my_ name!" Taking another pencil, she scribbled "Ayaroos" on the paper. "Done!"

Sooraya laughed. "Very good!" she approved. "Now, my friend wants me to write _his_ name backwards, so I'm next." With that, she wrote out "Klmtypzx" on the paper. "Done!"

Illyana looked puzzled. "That's a funny name…"

"And it's _wrong_, you moron!" Mxyzptlk howled. "Can't you mooks learn to _spell?_"

Sooraya's smile turned sly. "Your turn again, 'Yana; my friend tried to spell your name, but he got it wrong…and he's a bit of a sore loser."

"Are you freaking _kidding_ me?!" Mxyzptlk shouted. "_You're_ the one who can't spell! It's not "Klmtypzx," it's "_Kltpzyxm_"!!" He suddenly froze. "_DARN!!_"

_POP!_

Sooraya smiled as the imp vanished, her robe returning to normal as he did. "The game is over, 'Yana; we won!"

Illyana blinked. "Your friend didn't sound like he was very smart, Soori…"

Sooraya laughed. "No, Illyana, he really _wasn't._"

XXXXXXXX

"Jean, I'm just going to get a shower, okay?"

Glancing up from her texts, Jean smiled at Scott, nodding. "Okay, but hurry back," she said. "We still have to go over Calculus…"

Scott chuckled. "I'll be right back, Red; I promise." Heading out of Jean's room, Scott stopped at his own, picking up his towel on the way, before heading towards the bathroom.

As Scott rounded a corner, he passed by Sam, who was heading downstairs. "Scott, you'd better keep an eye out for that "Mxy" guy," he warned. "Ah just saw Bobby talkin' to himself, and before _that_, Kara's hair turned green before she got rid of him."

"I'll be careful, Sam. Thanks for the warning." With that, Sam continued on his way, while Scott strode into the bathroom. Locking the door behind him, he dropped his towel on the mat, before removing his sweater and t-shirt. Placing them in a pile on the floor, he reached down to grab his towel…

…and when he came back up, his shades had been replaced with a glittery pair of rhinestone-laden glasses that only a Vegas _showgirl_ would wear, with a grinning Mxyzptlk floating beside him. "Now _that's_ a good look for you!"

Scott rolled his eyes. "Very funny, Mx," he said flatly…before he grinned. "So, how do you spell your name, again?"

"Oh, no! I'm not falling for that one!"

Scott arched an eyebrow. "What one?"

"Don't play stupid, Specs; you're trying to trick me into saying it!"

"Saying what?"

"It!"

"You just said it."

"Said _what?!_"

"It."

"Of course I did! The it I said meant something else!"

"Like what?"

Mxyzptlk went red. "_The thing I'm trying not to say!!_"

"Which is?"

"_KLTPZYXM!!!_"

_POP!_

As Mxyzptlk vanished, returning his shades to normal, Scott grinned, seconds before he heard a knock at the door, prompting him to open it. "You were right; he _did_ fall for it."

Jean beamed back at him. "Told you," she teased. "Think he's gone for good?"

"_GET OUTTA HERE, YA LITTLE CREEP!!!_"

As Rogue's yell echoed down the hallway, Scott sighed. "Somehow, Jean, I don't think so."

XXXXXXXX

"Getting in some exercise?"

Logan had just finished programming his run into the Danger Room computer when Madelyn strolled in. "Could say that."

Madelyn just smiled as she stopped next to him. "Something irking you?"

"You mean besides how Chuck says there's some reality-warping pipsqueak that nobody can see popping up around here?" Logan grunted. "One that not even my _nose_ can pick up?"

Madelyn chuckled. "That would do it." She arched an eyebrow. "Why should this minute menace bother you more than usual?"

"'Cause my reality has been warped _before_; I'm not itchin' to let it happen again."

Madelyn nodded. "Your memories," she confirmed. "What _do_ you remember?"

"Most days, nothing after the seventies," Logan answered. "I can remember WWII clearly, but that's more or less it…'cept every now and then, I get a glimpse." He grimaced. "Most often, I wish I _hadn't._" He glanced towards her. "Why'd I tell you that?"

"Because I asked."

Logan frowned to himself. "An' why'd you ask?"

"Because you're interesting."

Logan looked away. "'Interesting' ain't the word I'd use."

Madelyn chuckled. "Then you should expand your vocabulary," she teased, "because I think I'm a good enough judge of character not to hop into bed with just _anyone._"

Logan chuckled dryly. "Well, that's _somethin'…_"

"Enough, already! Will you two just skip to the good part?"

Glancing over his shoulder, Logan scowled as he saw some bald twerp in a purple derby, floating in the air and munching popcorn – Mxyzptlk, he guessed. "'Scuse me, darlin,'" he said, walking away from Madelyn and heading towards Mxyzptlk; the very second he was close enough, he grabbed the imp and tossed him into the wall, popping his outer two claws and pinning the imp, with his neck between them, as the middle claw slowly slid up to touch his neck.

"I don't know if I _can_ hurt you," Logan snarled, "but I'd be _happy_ to try." His eyes narrowed. "Now, I think you've got something you'd like to _say._"

"_Kltpzyxm!! KLTPZYXM!!!_"

"Smart fella."

_POP!_

Madelyn watched the exchange with an arched eyebrow. "Our friend Mxyzptlk?"

"Don't know of anybody _else_ in a derby that ugly," Logan groused. "Little snot was peepin'."

Madelyn beamed, her hand resting over her heart. "And you defended my honour?" she chimed. "My _hero!_"

Logan shrugged. "Figured I'd do somethin' _completely_ different." His good humour dulled. "Still, I don't think that's the last we'll see of that little rat…"

XXXXXXXX

_Sanctum Sanctorum_

"I swear, I could live here for a thousand years, and I'd _never_ get used to this place."

As his teacher pored over the latest of the ancient texts he'd fished from his collection, Wong chuckled at Aquaman's comment. "That's what I once thought, Prince Arthur, but I quickly adjusted."

Glancing at the doors popping up along the walls in the oddest of places, Aquaman gulped. "Not me," he muttered. "Those abstract paintings have got _nothing_ on this place."

Noting the grim expression on the Doctor's face, Superman spoke up. "I'm guessing you're not having much luck."

"Oh, there _are_ spells that could, theoretically, be used against an Asgardian," Dr. Strange stated, his gaze never leaving the tome. "The only problem is that none of them so far can be safely cast by a human." He continued flipping through the pages. "No…no…fascinating, but no…"

"What about a scientific countermeasure?" Batman asked.

"I doubt we could come up with anything strong enough, Batman," Superman answered. "Remember, I had to hook the Fortress up to the _ECM_ to keep that lady from cracking its shield like an egg; the only means of powering any countermeasure enough is the Fortress, and I think by now she knows enough to stay away."

Dr. Strange's eyes shut. "That _is_ troubling," he muttered, before quickly looking up, in time to see Clea walk in from a side door.

The Sorceress Supreme's expression mirrored her husband's. "I am sorry, Stephen, but none of the Dark Dimension's archives yielded any incantations strong enough to ward off an Asgardian caster," she said. "I fear the only one strong enough to do so would be Odin _himself._"

Wonder Woman looked thoughtful. "Could we petition _him_, then?" she inquired. "If my mother and I were to plea to Hera and win her favor, surely she could persuade her husband to speak to his brother…"

Dr. Strange sighed. "I suppose it is possible, but I would not count on it," he replied. "The Olympians and the Asgardians are a somewhat inscrutable bunch; as a whole, they are difficult to predict."

Superman groaned, before he remembered Alison's request. "For now, let's table my little problem," he said. "Doc, have you ever encountered an entity named Mxyzptlk?"

At that, both Dr. Strange and Clea _groaned._ "Oh, merciful _Vishanti_, don't _tell_ me that little _pest_ is here, too!" Clea lamented.

Aquaman arched an eyebrow. "Huh?"

"Yes, Superman, we _do_ know of Mxyzptlk," the Doctor sighed. "We encountered him on occasion during our travels to the Dark Dimension…and I have _never_ encountered a being so utterly…_irritating!_"

Clea nodded. "The imp's magic allows him to hop in and out of other dimensions as easily as we can walk to and from a room; the only way to successfully banish him is to trick him into uttering his name in reverse," she explained. "Apparently, there are others like him, hailing from some distant world…Zrff, I believe…"

It instantly clicked. "A _Zrffian!_ Of _course!_ How dumb _am_ I?" Superman exclaimed.

Batman arched an eyebrow. "I take it your people knew of them."

Superman nodded. "Enough to call them a perennial pain in the keister," he agreed. "Zrff is much like Bgztl in that it sits in a multidimensional nexus, except Zrff also lies in the _Fifth_ Dimension; for Zrffians, multidimensional physics are a way of life. Mxyzptlk's science lets him manipulate lower dimensions…including projecting a 4th-dimensional construct of himself into our dimension; saying his name backwards must trigger a flaw in his tech, causing his construct to short out!"

Wonder Woman looked grave. "Is he dangerous?"

"Potentially, yes," Clea answered, "but in truth, most likely not; Mxyzptlk's mischief seems to be solely for the _sake_ of mischief. This reality is only a game for him; he means no real harm, and will likely depart once he grows bored."

Batman's expression was hard. "That might be true, but how much damage could his antics inflict between now and then?"

At that, Dr. Strange looked thoughtful…before his expression went pale, his astral senses going haywire. "I fear we just found _out!_"

Superman tensed. "What's wrong, Doctor?"

"We must get to the Institute! _Quickly!_" Leaving no room for argument, Dr. Strange summoned his crimson haze, teleporting them away.

XXXXXXXX

_Xavier Institute, a few minutes earlier_

_POP!_

"_AAARRRGGGHHH!!!_"

Emerging outside the Institute after reconstituting himself, an irate Mxyzptlk threw a fit, steaming shooting from his ears. '_What a bunch of frickin' killjoys! Well, I ain't puttin' up with this, any longer! So long, suckers..!_'

"Something vexes thee, friend?"

Mxyzptlk's fury dimmed as Loki appeared right in front of him. "Damn straight I'm "vexed," Lokes!" he snapped. "I _thought_ you said this place was _fun..!_"

Loki chuckled. "And indeed it is!" he replied. "Thou merely needs the proper game! Thus far, thou hast used but _parlor_ tricks, utterly _unworthy_ of the great Mxyzptlk; why not show these mewling mortals precisely with _whom_ it is they trifle?"

Slowly, Mxyzptlk smiled. "I guess I _have_ been sand-bagging 'em a little," he confessed…before he blinked. "But what do you care? These punks aren't in your territory; what's _your_ beef with 'em?"

Loki's smile turned to a scowl. "Suffice to say that yon whelps meddled in an affair of mine, some fortnights ago," he muttered. "The time has come for them to learn the _price_ for crossing a god of Asgard."

Mxyzptlk shrugged. "Whatever toots your horn." His expression turned grave. "Still, stickin' it to these chumps is gonna take an awful lotta juice…"

Loki's sinister smirk returned. "Leave that to _me._" With that, he produced a plain-looking, rune-engraved black stone from beneath his cloak.

Mxyzptlk arched an eyebrow. "Okay…I'm guessin' that ain't no paperweight."

"Nay, friend; 'tis a Norn Stone." Loki's smile was devilish. "I trust this should cover the difference?"

Now it was Mxyzptlk's turn to grin, as he accepted the Stone. "Oh, yeah; I'm back in business!" he chortled. "You want in on this?"

"In time," Loki answered, "but I shall leave the initial strike to thee; I trust thou shalt be creative. For me, I require time to gather mine associates."

"Fine by me, Lokes; I'd be happy to start the party!"

"I trusted thou wouldst." Loki's grin grew. "I shall leave thee to it." With that, he was gone in a flash of green light.

Staring at his new toy, Mxyzptlk grinned. '_Oh, yeah; I'm gonna get a good few laughs with __**this**__ thing..!_'

XXXXXXXX

_Asgard_

"Brother!"

Standing outside the Allfather's throne room doors, Thor turned towards that voice, allowing a smile to cross his face as he saw his younger brother approach. "What news, Balder?"

Standing tall and lean, his light armoured garb glinting in the sun along with his short, flaxen hair, Balder the Brave, Asgard's God of Light, came to a stop in front of his brother, his grey-blue eyes narrowed with worry. "I fear it is ill news, Thor," he answered. "Of late, thou did request Hermod and I keep watch over the Laufeyson's activities."

Thor's smile instantly faded. "Aye," he confirmed. "And what hast Loki done, now?"

"From what I hear, nothing," Balder answered, "but naught a half-hour ago, he did leave his stronghold of Jotunheim for parts unknown; Hermod ran himself to exhaustion to bring the news here."

A terrible chill gripped Thor's spine; he had hoped to bring the news of the situation with Amora to the Allfather's ears, but he now doubted there was time. "Follow me, Brother," he urged. "I believe I may know what goes on, this day."

With that, Thor and his brother hurried off, towards the Enchantress' quarters…but less than halfway there, Sif intercepted them. "She's gone, my lord!" she exclaimed. "Amora has fled!"

Thor grimaced. '_And one hardly needs the Allfather's all-seeing eye to know where…_'

Balder followed Thor's train of thought with ease. "Could she be in league with Loki?"

Sif scowled. "_Nothing_ of that wench would surprise me, of late!"

Thor's grimace gave way to a firmly set jaw. "Regardless, I fear the Enchantress hast already begun her scheme," he said. "I leave for Midgard immediately; all with me, follow me!"

Balder's expression mirrored his. "I am with thee, Brother."

Sif nodded. "As am I, my love."

"My thanks," Thor answered. With that, he raised Mjolnir into the air, summoning a massive blast of lightning, which engulfed the three of them, taking them far from Asgard.

XXXXXXXX

_Xavier Institute_

To say that the mood in the Danger Room level was tense was a monumental understatement.

As the entire student body of the Institute – X-Men and X-Force alike – headed to the control room for afternoon sessions, everyone was looking over their shoulder, expecting to see a purple-clad imp floating there. "I swear, if that little…_thing_ shows up, one more time, I'm going to _lose_ it!" Leap declared.

"Ah hear _that,_" Rogue muttered. "Damn pest turned mah hair _blue!_"

"He turned my fur _pink!_" Nightcrawler lamented.

Daytripper suppressed a giggle. "I still think it was a cute look for you…"

"_MANDY!!_"

"Okay, guys, settle down," Cyclops reasoned. "We're all on edge, here; we know how to deal with Mxyzptlk, so if he comes back, we can handle him…"

"Oh, is that a fact?"

That obnoxious voice sneered at them the second they walked into the control room; instead of finding Logan or Madelyn waiting for them, they saw Mxyzptlk there, instead. "Oh, _great!_" Avalanche groaned. "Guys, he's back again!"

"Okay, this is _really_ creepy, now," Shadowcat exclaimed, "because I can see him, too!"

"Brilliant deduction, Sherlock; you _all_ can see me!" Mxyzptlk snapped. "I'd thought that pranking you one-on-one would be funny, but, oh no, you had to go and be a bunch of party-poopers!"

Siryn rolled her eyes. "Oh, _do_ forgive us for not wanting to suffer for your enjoyment."

Power Girl nodded. "I think it's time you took your show on the _road,_ Mx."

"No chance, Blondie; I came for some laughs, and that's what I'm gonna get!"

Boom-Boom chuckled. "We're just gonna make you say your name backwards, again, pal."

Mxyzptlk grinned. "Think so, huh?" he sneered. "Okay, then, kiddies; what say we _up_ the ante: you win this next game, and I'll leave and never come back!"

"Sounds good to us!" Phoenix said. "What's the game?"

"Hide and seek!" Mxyzptlk chortled. "You guys find me, and the game's over!" His smile turned dark. "'Course, while you're lookin' for me, my _pals_ will be looking for _you._"

Husk gulped. "Ah don't know, guys…"

"Hey, it's either that, or we never get rid of him," Spyke said, his eyes narrowed. "I say we _go_ for it."

Mxyzptlk grinned. "Great!" He reached into his pocket, and took out a black stone. "Ready.._set…_"

Siryn's eyes went wide. "Look out!" she cried. "That's a..!"

"_GO!!_"

At that one word, a brilliant light burst out from the stone, engulfing everyone in the room before they could react…

…and then, they knew no more.

XXXXXXXX

By the time Dr. Strange's spell released its hold on them, it was already too late; the crimson haze deposited them onto the front yard…directly in front of a massive, swirling sphere of red, hazy energy.

A sphere standing exactly where the Institute had been.

"_Hera,_" Wonder Woman murmured, "what has that foul wench _done?_"

Taking out his belt-computer, Superman swept a scan-beam over the sphere, his expression turning grim as he checked the readout. "I'm afraid the Enchantress _didn't_ do this," he reported. "The Institute has been partially folded into the Fifth Dimension."

"Impossible!" Clea exclaimed. "That imp hasn't the power to affect so large an area; not after so short a time!"

"Not alone, no," Dr. Strange agreed. "He must be working with someone."

Aquaman arched an eyebrow. "Well, who..?"

_CRACKA-THOOM!!_

Aquaman's inquiry was cut off as a thunderclap shook the air, before a bolt of lightning deposited Thor and two others in front of the sphere. Seeing the sphere, Thor's expression turned as grim as theirs. "_Blast!_ We are too late!"

His female companion grimaced. "What vile sorcery hath Amora worked, here?"

'_Well, I think that answers that question,_' Superman thought. "I guess you're on the same case we are, Thor."

Glancing in his direction, Thor nodded. "Aye, lad, 'twould appear so," he agreed. He gestured to his comrades. "Allow me to introduce the Lady Sif, and my brother, Balder."

Balder nodded. "These be the friends thou spoke of, Brother?"

Sif smiled. "Aye, Lord Balder," she confirmed, walking towards them. "'Tis good to see thee, Diana."

Wonder Woman was about to respond, but she frowned as Batman's voice interrupted her. "We can save the pleasantries for later," the Dark Knight snapped. "Right now, we need to figure out what's going on in there." He turned to the Asgardians. "I'm assuming you know something."

"Aye," Thor agreed, glancing to the sphere. "This sorcery most likely be the work of Loki and the Enchantress…though I knew not they were capable of _this…_"

""Alone, perhaps not," Dr. Strange agreed, "but when working with Mxyzptlk…"

At that, all three Asgardians _groaned._ "By Odin's _beard!_" Balder exclaimed. "Thou mean that foul…_imp_ art afoot, as well?!"

Aquaman gulped. "You know him?"

"Prince of Atlantis, 'twould be difficult to name a land that hath _not_ been pestered by the fell Mxyzptlk," Thor muttered. "If he is in league with Amora and the son of Laufey, then I fear for thy friends' safety."

"But why would Loki do this?" Wonder Woman asked. "Why now?"

Superman's expression turned grave. "I think I may have an idea," he said. "In any case, we're going to need to get in there."

Running her hand over the surface of the sphere, Clea flinched. "That will be difficult," she said. "The Fifth Dimension is difficult to travel through on the _best_ of days; Stephen and I could open a portal that leads inside, but if we went with you, we may not be able to open another one."

Dr. Strange nodded. "Clea and I will have to remain outside, and keep the portal open," he added. "The rest of you will have to go in without us."

Batman's expression remained stony. "We'll need some way of evacuating the others once we're inside."

"I believe I can help with that," Clea answered. Softly whispering an incantation, she conjured a handful of glowing blue pendants, sending one to each of them. "These gems are attuned to Stephen and I; once you are inside, touching them to the ground will create a miniature portal that should lead back to the portal we will create to get you all inside. From there, it should be easy for anyone to walk back out."

"Provided you two keep the door open," Aquaman amended.

"Good," Superman said. "The rest of you head in without me; I need to make a stop at the Fortress, first."

"Ah. To gather some of thine people's devices, I assume?" Thor hazarded.

"Not exactly," Superman replied. "When the Enchantress first dropped by, she was looking for something; I think I know what she was looking for." To his teammates, he added, "Be careful in there; 5-D constructs are extremely unpredictable. The conventional rules of physics may just go straight out the window."

"Sounds like a Saturday morning cartoon," Aquaman observed. "We'll be careful." With that, Superman took to the sky, while the Sorcerer and Sorceress Supreme combined their powers into a beam of pure white light that bored into the sphere, forming a swirling portal, allowing the others to venture inside…

XXXXXXXX

"Okay, it's official; we've just taken a trip into the Twilight Zone."

After Mxyzptlk's blast had engulfed them, Leap, Leviathan, Dust, Krypto, and Illyana had found themselves on a barren, floating mass of rock, trailing off into the eerie, yellow-red, hazy space that now surrounded them. Picking herself up off the ground, Dust tried not to show how unnerved she was as she looked around. "Does this sort of thing happen often around here..?"

"More often than we care to admit," Leviathan answered. "Lila, can you 'port us out of here?"

Leap looked stricken. "Ron, I don't even know where "here" _is!_" she exclaimed. "Krypto?"

Taking a few tentative sniffs, the Superdog probed the air for familiar scents, before taking to the air for another few whiffs…only to droop back to the ground in failure, softly whining. Leviathan grimaced. "Okay…that can't be good…"

Illyana started to sniffle. "I-I wanna go home!!" she wailed. "I want Big Brother!!"

Kneeling by the little girl, Leap quickly enfolded her in a hug. "It'll be okay, sweetie," she soothed. "We're gonna find the others, and then we're gonna get out of here, okay?"

Illyana's sniffles slowed. "O-Okay."

Looking around, Leviathan let his gaze settle on the twisting rock-path ahead of him. "Let's head that way; maybe we can find some of the others."

Dust blinked. "Are you sure that's the right direction?"

"Hey, it's not like there's a road-map around here."

Dust nodded. "Point taken." With that, the five of them headed off.

After several minutes, the path led them to a length that spiralled like a corkscrew, before settling onto a straightaway, where another path branched back alongside it. "Okay, there is _no_ way I am walking on that," Leap declared.

"I don't blame you," Leviathan agreed. "Can you 'port us across..?"

"_Williams??_"

Following the sound of that voice, the five of them looked upwards to see Siryn, Nightcrawler, Android, and Phantom standing _upside-down_ on the rock-path directly above them. "What are you doing up there?"

"'_Up there?!_'" Leviathan repeated. "_You're_ the ones standing on the ceiling!"

"_Analysis indicates that we are standing within a 5-D construct,_" Android reported. "_Conventional physics do not apply._"

"Great," Lila muttered. "Any sign of the others?"

"None so far," Phantom called back. "You guys are the first we've seen."

Illyana's sniffles returned. "B-But…Big Brother's okay, right..?"

"I'm sure he's fine, 'Yana," Nightcrawler assured her. "All ve have to do is find him…"

"Fat chance of that happening, Fuzz-Butt!"

That obnoxious voice quickly found an owner, as a semi-transparent image of Mxyzptlk's head appeared before them. "You chumps are never gonna find me, at _this_ rate!" he crowed. "Here; let me help speed you along!"

At that, both rock-paths began to crumble behind them, transmuting into…

Lila's eyes went wide. "Are those…_bubbles??_"

"Who cares?! _RUN!!_" Leviathan shouted. With that, both groups sprinted off, away from the crumbling path, ignoring the way the spiralling walkways defied gravity, to meet up on the upper level. For a while, they managed to stay ahead of the bubbles…until they came to a dead end. "Uh, boy," Leviathan groaned, glancing towards the advancing bubbles. "Any ideas, guys?"

Nightcrawler grimaced. "Zhere's nothing nearby to 'port to," he reported. "Leap, Siryn, anything in your range?"

Leap's expression matched his. "Nothing, Kurt! We're stuck..!"

"_Fear not, my friends!_"

As that booming, heroic voice echoed across the void, a bridge of pure light lanced towards them, giving them a way out. "_Make haste, brave ones! This way!_"

Without stopping to question it, the entire group sprinted across the bridge, just as the bubbles reached the end of their rock-path. Before long, they reached another rock-path, where a tall, athletically-framed man, clad in light armour, stood, his broadsword buried in the rock, where the light-bridge spanned across the void. "Thanks," Leviathan said, "but who are you?"

The man smiled, sheathing his blade. "I, friend, am Balder, of Asgard, brother to Thor," he replied. "'Twas my brother that alerted me to thine plight; he and thy friends doth search this madness for all of ye."

"Well, we appreciate it," Siryn said. "We never thought that Mxyzptlk could get his hands on a Norn Stone."

Balder's eyes shut grimly. "'Tis child's play, when one is in league with Loki," he muttered. "I know not why, but yon trickster hath allied with the wretched imp, and the Enchantress with him."

Illyana blinked. "Are they…bad?"

"I can think of few worse, little one." Reaching around his neck, Balder took out a glowing blue pendant. "The good Doctor Strange did think to give us means of extracting thee from the imp's trap." With that, he touched the pendant to the ground, creating a symbol of blue light. "Venture upon yon crest, and thou shalt find the exit," he explained, "but make haste; it shan't remain long!"

Siryn looked grim. "Will you need any assistance?"

"'Tis possible."

Siryn nodded, before turning back to the others. "The rest of you get out of here; if the others are here, they'll need all the help they can get if _Loki_ is here."

"Okay," Dust agreed.

"Be careful," Leviathan added. With that, they all stepped onto the symbol, winking away.

Only Balder and Siryn remained, now. "Where should we head next?" Siryn asked.

Balder was about to answer, when a ripple shook the fabric of reality, as a massive swirling vortex appeared behind them. "'Twould appear that choice hath been made _for_ us!" Balder exclaimed, as they were pulled into it, falling into oblivion…

XXXXXXXX

The red-yellow void seemed to spiral in on itself and then spill back out again, stretching on and on, as far as Power Girl's eyes could see; spying no-one in the distance, she flew back to the nearest rock-outcropping, where Phoenix, Angel, and Cannonball were waiting for her. "Any sign of the others?" Phoenix asked.

Power Girl shook her head. "Not a trace."

Cannonball looked grim. "Ah sure hope Paige is okay…"

"I'm sure she's fine, Sam," Angel said. "She's probably waiting for you, just up ahead…"

He stopped as feminine laughter echoed throughout the void, apparently coming from nowhere, before settling on one spot…directly above them. Looking up, they spotted a tall, willowy, blonde-haired woman, clad in green, her green eyes sparkling cruelly. "Oh, how amusing thou mortals art."

Phoenix glared at her. "Who are you, lady?"

The woman frowned. "Thou art brazen, wench, to address me so," she sneered, before her gaze fell on Power Girl. "And _this_ be why the last man of Krypton did slight mine affections? How _unimpressive._"

Power Girl knew who this had to be. "Enchantress."

The Enchantress' smile grew colder. "Thine paramour had the audacity to insult me, for which he shalt suffer…and all of thee _with_ him."

Power Girl just glared back. "Talk's _cheap,_" she shot back, "and from the looks of that outfit, so are you, _bitch._"

The Enchantress let out a strangled squawk of fury. "Thou _DAREST..?!_" she shrieked. "_SKURGE!!_"

Instantly, a massive figure, clad in a full suit of armour and brandishing an enormous axe, appeared before them from a puff of green smoke, his eyes glazed over. "My Lady?"

"These mortals hath _offended_ me!" the Enchantress pouted.

Skurge bristled. "Then they shalt feel the wrath of the Executioner!!"

The Enchantress' icy smile returned, as her gaze fell on the four of them. "_Amuse_ me."

With a deadly roar, the Executioner charged them, axe at the ready. Phoenix tried to stop him with a psychic surge, but it washed clean off Skurge's mind – the Enchantress' hold on him was far stronger. Igniting himself, Cannonball streaked towards Skurge at breakneck speed, crashing into his chest…but the Executioner never even flinched, raising his axe for a killing strike..!

Summoning all her strength, Phoenix telekinetically grabbed hold of Skurge's axe, stopping its downward fall, giving Power Girl enough time to dart in, grab Sam, and dart away, while Angel dive-bombed the Executioner, kicking him square in the head, sending him stumbling back…only to charge back at them, unhurt. "Jeez, what's this guy _made_ of?!"

Glancing upwards, Phoenix spotted the laughing Enchantress, her hands glowing. "I don't know, but I bet _she_ has something to do with it!" she shouted, letting fly with a TK-wave. The Enchantress only scowled, winking away from the attack, to reappear behind her, a spell-bolt in her hand; she pulled back for a throw…but a tap on her shoulder stopped her, forcing her to turn…

"Try to steal _my_ boyfriend, will you?!"

The Enchantress was sent flying as Power Girl's fist slammed square across her nose, her spell fizzling out as she crashed into a pillar of rock. Grimacing, Power Girl shook out her sore wrist. "Man, these Asgardians _are_ tough…"

With a scream of fury, the Enchantress levitated out of the rubble, her hands and eyes both blazing. "_Miserable little WRETCH!!_" she shrieked. "_Thou shalt be the FIRST to fall!!_" She raised her hand, her spell-bolt taking form…

…but a golden-loop snagged her wrist in mid-throw, sending her spell wide of its target. "I see your aim hasn't improved with age, Amora."

The Enchantress barely had time to even scream as Wonder Woman flew past, pulling her off-balance and whirling her around like a ball-and-chain, before flicking the lasso to release her, sending Amora crashing into another mass of rock. For a moment, the Enchantress was dazed, but her ire made her recover fast. "Thou _still_ darest to raise a hand to a goddess, Diana?!" she screeched. "Skurge, _smite_ that miserable _brat!!_"

Wonder Woman had just touched down as the Executioner rushed her, his axe already arcing downward; bracing herself, Diana blocked the blade with her armlets…but the sheer momentum of the strike gradually forced her to her knees…

A shadow swept over the Executioner, just before a reinforced boot smashed into the bridge of his nose, as the Dark Knight leapt from an overhanging rock-path into Skurge, knocking him back with a flying kick. Landing without so much as a sound, Batman turned to face Wonder Woman. "Get the others out of here; I'll deal with him."

Wonder Woman's eyes narrowed. "Batman, Skurge can rend you in two..!"

"I've dealt with strong-men types before," Batman answered, "and this one isn't _nearly_ as smart. I'll be fine." Wonder Woman looked rebellious, but she nodded, flying off to aid the others.

The very instant he said that, a roar filled Batman's ears, as the Executioner came at him, slashing with his axe in a horizontal arc meant to cleave him in twain; with expert reflexes, Batman ducked under it, before springing into a vaulting leap directly _over_ Skurge, his palms smashing over the Executioner's helmet, exactly where his ears would have been. The Executioner howled in pain, the echo of the strike ringing through his skull, as Batman landed directly behind him, before exploding forward, popping Skurge's knee out of alignment with a toe-kick to his leg-joint, followed by a precision finger-stab just under his rib-cage, piercing his kidneys.

Most men would have experienced incontinence at that hit, but Skurge reacted only with anger; his roar shook the air as he slammed Batman with the shaft of his axe, sending him flying. Batman hit the ground hard, but flipped back to his feet with a handspring, letting fly with a yellow-black disc, which expanded into a bola, catching on Skurge's axe and wrapping around the handle, its ends magnetically adhering to the weapon…before unleashing a high-voltage surge, electrocuting Skurge, forcing him to drop it. Snarling, the Executioner came at him again, but his pace was a shambling echo of his former charge; with a dislocated knee, the gigantic Asgardian could barely walk. Batman could close on him at his leisure.

As her teammate fought the Executioner, Wonder Woman quickly touched her pendant to the ground, forming a portal. "This leads to the way out!" she urged. "Hurry!"

Phoenix, Angel, and Cannonball readily complied, running into the portal, but Power Girl hesitated. "Will you guys need any help?"

Diana shook her head. "We will be fine, child; you needn't..!" Her breath caught in her throat as she spotted her teammate's predicament; Batman had just evaded Skurge's haymaker, smashing his remaining knee with a heel-kick, and using the bent knee to launch a flip-kick, striking the Executioner in the chin, but the maddened Asgardian hardly felt it, lashing out as Batman landed and grabbing him in a bear-hug, ready to crush his bones in an instant. '_Hera, NO!!_'

But her fear was premature, for Skurge had failed to pin the Dark Knight's arms; before the Executioner could follow through, Batman's fingers jabbed right into his eyes. Screaming with pain, Skurge dropped him, his hands flying to his face. That was all Batman needed; drawing a grapple-gun-like device from his belt, he ran at Skurge, firing several discs as he went, before leaping onto the Executioner's back and vaulting off, firing back at Skurge as he went.

As Batman touched down, Skurge checked himself over, finding no new wounds. "All that, and thou dist not even _touch_ me!" he sneered.

Batman's glare never even wavered, as he popped open a control panel on his weapon, extending an antenna. "Wasn't _trying_ to." With that, he pressed a button.

The Executioner could only stare in confusion, until he heard a series of repeated beeps; looking down, he saw the dozens of gel-adhered explosive discs Batman had scattered on the ground around him, all armed. Frantic, Skurge tried to flee, but his legs were too injured to so much as move. "_NAY..!!_"

Batman never hesitated; with one button-press, he detonated the charges, surrounding the Executioner with mid-sized explosions. Once the charges were spent, Skurge found himself unharmed, and breathed a sigh of relief…until the ground beneath him gave way, sending him hurtling off into the void.

With skurge removed from the fight entirely, Wonder Woman allowed herself to breathe easy…until a familiar laugh echoed through the air. "Skurge hath proved incompetent once too often," the Enchantress cooed. "Mayhap I deserve a more _capable_ champion." At that, a puff of green haze appeared behind Batman; the Dark Knight whirled around, but Amora was a hair faster, as her lips met his.

As Batman's eyes glazed over, Diana felt her heart wrench in two. "_NO!!!_"

Only the Enchantress' cruel laugh answered her. "Why Diana, doth thou fancy this mortal?" she sneered. "Mine choice was far better than even _I_ realized!" Turning to her new slave, she tilted his face to meet hers. "'Twould make me happy to see that wench slain," she whispered. "Wilt thou make me happy?"

Batman's voice was a flat mockery of its usual growl. "I obey, Mistress."

As a stricken Wonder Woman looked on, Power Girl moved to her side. "I'll keep Bats busy," she said. "You go _kick_ that bitch's _ass._"

Diana's eyes narrowed in fury at Amora, as she nodded. "Just don't hurt him…"

A sudden ripple in reality drew everyone's attention, as the rock-path began to shift in on itself. The Enchantress scowled. "Mxyzptlk!!" she shouted. "What art thou _doing_, wretched imp?!" Another ripple answered her, as the path tilted into a steep incline, sending them all falling towards a swirling white vortex…

XXXXXXXX

"It's always something, isn't it?"

As he, Wolverine, Storm, and Madelyn wandered the rock-strewn void, Beast could only nod. "That's often the case with us, Logan," he replied. Looking around, he spotted a waterfall…running _upwards._ "Still, this place does stir one's scientific curiosity; the laws of physics seem to have taken a vacation…"

Watching the same phenomenon, Storm shuddered. "Part of me is intrigued…and part of me is _profoundly_ disturbed."

Madelyn nodded. "S.H.I.E.L.D.'s psychiatrists would have a field-day if I told them about this."

Wolverine just grunted. "_Knew_ I shoulda stuck that little pipsqueak when I had the chance..."

_Splat!!_

Wolverine's mutterings were silenced, as a large, cream-filled _pie_ splatted into his face, followed by a familiar obnoxious laugh. Wolverine was far from amused. "I'm gonna _MURDER_ that little snot!!"

Wiping a dollop of pie from his face with her fingertip, Madelyn sampled Mxyzptlk's weapon of choice. "Hmm…banana cream; why am I not surprised?"

Before anyone could respond, a rumbling drew their attention behind them, in time to see a massive ripple start to tear the rock apart. "Perhaps this is a discussion best left for safer ground?" Beast suggested. No-one contradicted him, as the four of them sprinted down the path, keeping ahead of the ripple.

They were able to keep ahead of the ripple for several minutes…until the path ahead of them collapsed. "Oh, dear," Beast remarked, gulping. "I don't suppose anyone has any ideas..?"

"Guys, over here!"

Turning towards that voice, the four of them spotted Aquaman on a rock-path several miles away, along with a dark-haired woman clad in armour. "We're here to get you out!" Arthur called. "Can you get over here!"

"I believe so!" Storm called back. Summoning her winds, she lifted herself into the air, forming a miniature hurricane under Beast's feet, while Madelyn levitated herself and Wolverine into the air…but before they could escape, the ripple behind them intensified, bending the space it touched downward, forming a swirling singularity.

The four of them were quickly pulled back down onto the path. "I fear we may have to revise that," Beast called back. "This phenomenon seems to be generating its own gravity-well."

Aquaman's compatriot looked grave. "And we hath no way of getting to all of thee…"

"_We_ can't…but maybe the _portal_ can!" Aquaman declared. Removing a blue pendant from his neck, he looped it around his hook-hand. "Guys, this'll generate a portal out of here; touch it to the ground, and then step inside!" With that, he fired the hook; the cable-linked blade shot across the expanse, burying itself in the ground and depositing the pendant in front of them.

Taking hold of the pendant, Madelyn touched it to the ground, generating the blue portal. Turning to the others, she gestured towards it. "I think we've overstayed our welcome, now; it's time to go…"

She got no further, as the ripple caught up to them, inverting the ground they were standing on and pitching them into the vortex. Aquaman tried to retract his hook-arm, but it was stuck. "Sif, a little help?" Taking hold of him, Sif tried to pull him free, but it was no use; they were already caught in the vortex's gravity, which sent them over the edge, spiralling towards the event-horizon…

XXXXXXXX

_A few minutes earlier_

By the time Superman returned to the sphere, most of the Institute family was already standing outside; touching down, he was instantly greeted by Krypto. "Okay, boy, okay!" he said. "I'm glad you're okay, too!" Turning towards Cyclops and Phoenix, his expression turned grave. "What's the situation?"

"Most of us have evacuated the anomaly," Cyclops answered, "but some have stayed behind to help deal with Mxyzptlk and Loki."

Phoenix nodded. "What's worse, we still haven't found the Professor; he's still in there..!"

"We'll get him out, Jean; don't worry," Superman said, tapping the crystalline box he'd clipped to his belt, carrying the payload he'd taken from the Fortress. "Chances are, Loki has him, and I'm pretty sure _I_ have what Loki's _really_ after." Walking towards the entry portal, he turned to the Doctor and Clea. "Doctor, can you reach Thor, in there? I need to speak with him."

Doctor Strange looked considerably strained, as did Clea. "I'm afraid not, Superman – astral communication is nigh impossible through 5-dimensional space," he gasped out.

Clea nodded. "However, we believe your cousin may be near him; if you can reach her, you should find him," she gasped, "but you had best hurry – Stephen and I cannot hold the door open, much longer!" Superman nodded at that, before he darted through the portal.

Emerging in the red-yellow void of 5-D space, Superman took to the air, flying away from the portal, scanning the horizon. "Kara!! Thor!!" he called into the expanse. "If you can hear me, I need to speak with you..!"

_CRACKA-THOOM!!_

The roar of thunder drowned out his call as lightning crackled down right in front of him, depositing his cousin and Thor in its place. "Kal, what's wrong?" Kara asked. "Is everything okay?"

"I'm fine, Kara," Superman answered. "What about you? Are you alright?"

"Yes, Kal; I'm fine," Kara said. "I was just helping Thor evacuate some of our friends."

Thor nodded. "'Twas fortunate she did; the wretched Laufeyson and that cursed imp hath conjured a veritable deathtrap..!"

"Then we need to end this _now,_" Superman said, taking out the crystal case, "and I think I know how."

Kara's expression remained blank as her cousin opened the case, but Thor's paled as the blue glow reached his eyes. "In…in Odin's name…" he murmured, "…doth mine eyes _deceive_ me?? Is that..?"

Superman nodded as he closed it. "…the reason why Loki sent the Enchantress after me," he answered. "Do you have any idea where he could be?"

Before Thor could answer, a ripple shook the void, as a swirling vortex appeared in the distance. "I could not say for certain, but had I to venture a guess, I would say beyond yon portal," he said. "'Tis likely that he sensed his prize, and now tries to draw it to him."

Seeing the box start to shake, Superman closed it and clipped it back to his belt. "Then perhaps we should pay your brother a _visit._"

Thor smiled darkly, hefting Mjolnir into his hands. "Indeed we _should_, lad! The trickster's mischief hath gone on long enough! Give me but one moment with the wretch..!"

Superman interrupted him. "Hold on, big fella; chances are, Loki has the Professor with him – you go thundering in there, and he could hide behind him."

Thor scowled. "Hmm…aye, 'twould be a tactic of the cowardly Laufeyson…"

"But what should we do?" Kara asked.

Superman thought for a moment. "Thor, you said Loki can sense this thing; does that mean you can, as well?"

"Easily!"

"Good," Superman answered. "Kara and I will head in first; you hold position until I open this case. The second you sense it, you charge in here, thunderbolts a-blazing."

Thor nodded. "Have a care as you face Loki, friend; the Laufeyson is a trickster in every sense of the word – truth be a foreign tongue to him. Remember that."

"We will." With that, Superman and his cousin flew off, heading straight into the vortex…

XXXXXXXX

When Charles came to, the first thing he noticed was that it was _bitingly_ cold.

Looking around, he found himself in a steel cage, hanging on a branch overlooking a pit of wooden spikes. The Institute was long gone, replaced by a frozen wasteland, covered in snow as far as he could see, with a spire of pure ice looming in the distance…

"Doth the view please thee, mortal?"

Peering through the bars of his prison, Charles looked down, and found a tall, lean man, in a green-gold bodysuit, and a golden cape, with twin golden horns curling back from his forehead. "Who are you?"

The man laughed cruelly. "Hath thy mind failed thee, Charles Francis Xavier?" he mocked. "Surely thy wits remain enough to recognize a god of Asgard!"

Charles' eyes widened. "Asgard?"

The man's smile darkened. "Not all of us trumpet our existence among thee as the Allfather's precious Blunderer does, fool."

The crass reference to Thor gave Charles the last clue he needed. "Loki." Loki's cruel smirk was the only confirmation he got. "What do you want?"

"With thee, mortal, I desire _nothing,_" Loki spat, as if he'd gotten a bad taste in his mouth. "One of thy proteges hath something I desire; the wretch shall relinquish it at the price of thy life." His smirk returned. "The fool arrives, even as we speak!"

At that, a ripple appeared in the sky, seconds before Superman burst through, touching down on the far side of the frozen field. "Professor, are you alright?"

Charles could only nod. "I'm fine, Superman." '_For now, at least._'

Superman's eyes narrowed as they fell on the Asgardian God of Mischief. "Loki, I presume."

Loki just smirked. "Kal-El, the brat of Krypton," he sneered. "I know not the hand behind thy world's fate, but I lament I could not have done better."

Tiny pinpricks of red appeared in Superman's glaring eyes, but he quickly calmed himself. "You are _not_ helping your case here, pal."

"I care little for thy opinion, brat; thou hast that which _I_ desire," he gestured to the Professor's cage, "and I hath that which _thou_ desires. A trade is in order, sooth?"

Superman removed a crystalline box from his belt. "What assurances do I have that you'll keep your word?"

"None," Loki said, "save my oath that the mortal's life be forfeit if thou dost not."

Superman lowered his gaze. "If…if I do give this to you…"

"Oh, fer cryin' out _loud_, Lokes!"

That obnoxious voice started both Loki and Superman, as an impish-looking man in a purple derby popped into existence. "_Imp!_ Not _now!_" Loki hissed.

"_Yes_, now, Horn-Head! This is getting' _old!_"

Superman's frown dimmed. "I'm guessing you're Mxyzptlk," he hazarded, slipping the box behind him, as Charles saw him discreetly motion for someone with his free hand. "You do know this guy was just using you, right?"

Mxyzptlk shrugged. "Eh. Long as I get a laugh out of it…"

"_Enough!!_" Loki barked. "I grow weary of this, Kryptonian whelp! Relinquish mine prize, and I shall return thy teacher to thee; otherwise..!"

"Okay," Superman said. "I'll toss the box over there," he motioned to the side, "and you let the Professor go." He slid the box along the icy ground, letting it come to a stop by a small stone. "I'll walk towards the Professor; you walk to the box." He took one step towards the Professor…

…and was instantly sent flying by a sorcerous blast. Loki cackled evilly, his hand still glowing from. "Fool of a whelp!" he mocked. "Have a care when haggling with the God of Mischief! Aye, I swore to release thy teacher…but I _never_ swore to let the wretch _live!_" With that, he snapped his fingers, instantly breaking the chain suspending the Professor's cage, sending him falling…

Seconds before the cage impacted in the spikes, a sonic boom shook the air, as Kara – having seen her cousin's signal – darted through the portal at superspeed, ripping open the cage, grabbing the Professor, and darting clear, stopping next to Superman.

Coughing, Superman got back on his feet. "Surprised, trickster?" he snapped. "I had a feeling you'd double-cross me, so I told my cousin to hang back in case you did."

Loki scowled. "As thou wish, whelp! _Keep_ thy teacher! I care not!" He strode towards the case, snatching it up with a triumphant smirk. "At long last, it is _mine..!_" He opened the case…

…and found a plain, grey rock.

Loki's smirk turned to a scowl of _fury._ "_TREACHERY!!_"

Superman smiled darkly, as he took out the glowing blue Eye of Odin from where he'd switched it out of the case. "Have a care when lying to a Kryptonian, fool of an Asgardian!" he parroted. "I said I'd toss the _box_ over…but I _never_ said I'd give you the Eye!"

Loki's face twisted, as he let out a roar that shook the earth. "_Thou DAREST cross me, whelp?!!_"

Mxyzptlk was laughing his butt off. "He _smoked_ ya, Lokes!" he chortled. "How d'ya like _them_ apples?"

As Loki seethed, Superman clipped the Eye to his belt. "We'll be leaving now, Loki; feel free to try and stop us if you want to get your not-so-divine butt kicked."

"Thou thinks thou canst insult the God of Mischief and _live,_ whelp?!" Loki roared. "Thou canst not _hope_ to stand against me!!"

Superman shrugged. "Maybe we can, maybe we can't," he said, "but I know someone who _can._"

"_Ha!_ Thou _jest!_" Loki cackled. "I be a _god_, wretch; there are _none_ who can..!"

_CRACKA-THOOM!!!_

Loki's smirk evaporated as thunder crackled behind him, depositing a fuming Thor in its wake, his hammer at the ready. Slowly, fearfully, Loki turned towards the looming Thunderer…

"_Hello, little brother._"

Loki tried his most dsiarming smile. "Why…why, Thor! W-What a surprise!" he said, oozing sincerity. "Had I but known of thy coming..!"

"…thou wouldst have readied all manner of death-traps," Thor growled. "Spare thy serpent's words, trickster of Jotunheim; I am in no mood." He glanced towards Superman and Kara. "I trust the wretch did not harm thee?"

Kara shook her head. "We're fine."

"Good." Thor's expression darkened as he glared at his brother. "Let them pass, Laufeyson, or face my wrath."

Loki cringed. "Thou…thou wouldst not dare!" he whined. "The Allfather didst decree that his children shalt not fight!"

"In a matter such as this, wretch, I am _willing_ to risk the Allfather's displeasure!"

Superman spoke up. "If that's the case, Thor, you might want to give him _this._" He held up the Eye. "_I_ certainly don't need it…"

Loki saw _red_ at the thought of Thor currying favour with Asgard's ruler. "_**NAY!!!**_" he screeched, whirling on Superman and readying a spell…

…only to be sent flying, as Thor slammed him in the chest with Mjolnir. "I _WARNED_ thee, Loki!!"

Landing hard, Loki glared up at Mxyzptlk. "_Imp!! Help_ me!!"

Mxyzptlk grinned. "Whatever you say!" With a snap of his fingers, he conjured more portals, depositing Power Girl, Wonder Woman, Batman, Aquaman, Siryn, Storm, Beast, Wolverine, Madelyn, Sif, and Balder on one side of the field…and Skurge and the Enchantress on the other.

Loki's eyes went wide. "Wretched imp!! Why hast thou summoned the whelp's _allies?!_"

Mxyzptlk just laughed. "What, and miss out on a quality brawl?" he chortled. "Your way was too _boring_, Lokes!"

Picking herself off the icy ground, the Enchantress scowled at Mxyzptlk…but her expression changed to a smile as she saw Thor. "I _knew_ thou couldst not stay away, my Lord..!"

"Spare me, Amora," Thor spat. "I know thou art in league with these tricksters; the Allfather shall hear of this..!"

With a roar of fury, Skurge forced his knees back into alignment with a sickening _crack!_ "Thou wilt show the Lady Amora respect, wretched Thunderer!!" he boomed, brandishing his axe once again, before coming straight at Thor, who blocked the Executioner's strike high with his hammer, pushing him back. Before Skurge could charge again, Superman and Baldur double-teamed him; darting at the maddened Asgardian at superspeed, Superman slammed him with a haymaker, denting his torso armour and doubling him over, while Baldur leapt off of Superman's shoulder, drawing his long-sword and unleashing a somersault-slash, splitting Skurge's helmet in two, exposing his head. Roaring, Skurge readied a backhand strike with his axe, but Aquaman quickly fired his grapple-arm, snagging the handle and pulling it out of Skurge's hands. Before the Executioner could react, Balder ducked low, slamming the pommel of his blade into the Executioner's ribs, while Superman slammed him with an uppercut, sending him flying across the icy field.

Her eyes narrowing as Sif and Wonder Woman came at her, the Enchantress summoned a pair of deadly spell-bolts, sending them flying, but Power Girl quickly raised a light-barrier, angling it just so to deflect the blasts to the side, rather than take their full force. Hissing in fury, Amora was about to summon a blizzard…but Mxyzptlk's chortle stopped her. "_Scene change!!_" he declared, rippling reality with a snap of his fingers, taking them all from the frigid Jotunheim and depositing them in a hellishly volcanic field, right next to a river of lava. The Enchantress suppressed a shriek of rage, before smiling cruelly; with a wave of her hand, she formed dozens of lava-golems to defend her, turning the field to her advantage.

Drawing her sword, Sif slashed through the first golem, grimacing as hot rock and ash spattered back at her. "Have a care, Diana! Yon golems be spelled to explode!"

"Only if they stay hot!" Wonder Woman called back. "Power Girl, Siryn! _Freeze_ these pests!" At that, Siryn quickly conjured an ice-spell, letting it fly, which Power Girl amplified with her gale-breath, creating a frigid wind that froze the golems from the inside out. With the golems congealed, Siryn unleashed a sonic scream, blasting them to rubble.

Panicking, the Enchantress tried to take to the air, but Wonder Woman snagged her ankle with her lasso, yanking Amora painfully down, right into Sif's range; with one punch, Sif sent Amora flying across the volcanic field, landing flat on her rear. Sif was about to press her advantage, but a cluster of Batarangs screamed towards her, forcing her to block high, as a bespelled Batman rolled under her line of sight, popping back onto his feet too close for her to use her sword. Before Sif could react, Batman's hand shot out, piercing a nerve cluster in her upper arm, forcing her to drop her blade, kicking her away as he stalked towards Wonder Woman.

Stricken, Wonder Woman maintained the distance between herself and her comrade, readying her lasso; as fast as she could, she let it fly, snagging his arm…but Batman had expected that – with one yank, he pulled her close enough to..!

"_Fall back on the next foot-sweep._"

For a moment, Diana was confused; she'd been expecting Batman to attack her, not _speak_ to her…

Knocking her back with a push-kick, Batman closed on her again, once more coming within striking distance…

"_If you're down, the Enchantress will stop to gloat; I need her to drop her guard._"

At that second whisper, Diana's confusion grew…until she saw his telltale wink, and she somehow _knew._

Pretending to step back, Wonder Woman allowed Batman's foot-sweep to trip her, knocking her down; Batman followed up by drawing a Batarang, ready to bury it in her skull. "Shall I finish her, my Lady?"

Amora chuckled cruelly. "Nay, my champion; thou hast served me well, but the pleasure of smiting this wench belongs to _me._" As the Enchantress walked towards her, Batman stepped behind her…as he drew a small cylinder from his utility belt, extending it into a syringe.

The Enchantress never noticed, as she readied a killing spell. "Oh, thou miserable wench…doth thou _know_ how much I shalt enjoy this?"

"About as much as _I'll_ enjoy _this._"

That ground-glass voice startled Amora, causing her to turn…in time for Batman to bury the syringe in her neck, feeding a milky fluid into her bloodstream. With a shriek of alarm, she leapt back. "_What?!_ What hast thou done?!"

Batman's glazed expression vanished, returning to its normal perma-glare. "Emptied enough sedative into you to drop an _elephant_, that's what."

The Enchantress stumbled at that, her vision blurring. "How…how couldst thou betray me?!" she wailed.

Batman reached up to his face as he spoke. "If you actually _were_ a goddess, you would know," he peeled a semi-transparent plastic layer off his face, "that I _never_ kiss on the first date."

Amora's eyes widened, before narrowing. "Thou…thou _tricked_ me!!"

Wonder Woman laughed joyfully as she stood up. "And you _fell_ for it!" she declared. Whirling around, the Enchantress glared hatefully at her…right before she keeled over, out like a light.

"_MY LADY!!_" Skurge howled, seeing Amora fall. Maddened with rage, he barreled towards Batman and Wonder Woman; thinking fast, Storm summoned a localized tornado, dropping it right on top of him. For a moment, she felt relief sweep over her…until the mad Asgardian stomped out of the funnel-cloud.

Before the Executioner could charge, Madelyn telekinetically hurled Wolverine at him; landing on Skurge's back, Wolverine popped out his claws. "God or not, bub, let's see how you like _this!!_" With that, he drove his claws through Skurge's armour; howling in pain, the Executioner threw him off, sending him crashing through a boulder.

He was about to close on Logan and finish him off, when Beast landed on his back, before kicking away, causing Skurge to lose his balance. Snarling, the Executioner turned towards Beast, who seemed more interested in the surroundings than him. "Hmm…this region appears to consist of mostly pumice…"

With a roar of fury, Skurge charged at Beast, who casually flipped away, letting him crash into a rock wall. "I assume you know little of basic geology," he lectured. "For if you did, you would know that pumice is structurally unsound on the _best_ of days." At that, Skurge looked confused…until the entire rock wall collpased on him, burying him under several tons of stone.

Watching his allies fall, Loki's expression turned nervous as he saw Superman and Thor closing on him; the Man of Steel took one step towards him…only to walk right into empty air, as another surge from Mxyzptlk transported them into a region of mountains. Cackling, Loki took to the air, levitating himself away, but his brother intercepted him easily. "Now, "little brother,"" Thor boomed, "we shalt have _words_ about thy mischief!"

Looking down, Loki smirked. "I think not, o Blunderer!" he mocked. "Thou hast more pressing concerns!" With that, he unleashed a spell-bolt on the ground under Kara's feet, sending her and the hapless Charles tumbling into the clouds; Kara quickly righted herself, but the rubble from the cliffs above prevented her from chasing after the Professor..!

His eyes going wide, Thor dove after the Professor, catching him before he fell beyond the clouds. With a mad cackle, Loki flew upwards, making a bid for freedom..!

With a sonic boom echoing in his wake, Superman shot up out of the clouds, darting right in front of the fleeing Asgardian. "You said that Odin didn't like seeing his people fight," he muttered, his eyes narrowed, "but he never said _anything_ about fighting _mine_, did he?"

Loki struggled for words. "W-Well…"

"_Thought_ so."

_WHAM!!_

Superman's fist exploded across the trickster's jaw, knocking loose several of his teeth and sending him tumbling through the sky, only to meet his fist again as Superman darted ahead of him, knocking him back in the other direction, before grabbing his cape and spinning him around like a ball-and-chain, finally _throwing_ him back to the ground, cratering it.

Dragging himself out of the crater, a battered Loki crawled next to a groggy Enchantress and a dazed Skurge, as Superman touched down in front of him. "Well, Loki? Had enough?" he snapped. "Or should I let your _brother_ take a crack at you?"

Seeing Thor, Sif, and Balder approaching, Loki's eyes filled with tears. "_Mercy_, Brother!! I beg _MERCY!!_"

Thor scowled. "Thine crocodile tears shall not avail thee _this_ day, wretch..!"

"_**HOLD!!!**_"

At that booming voice, Thor, Sif, and Balder all _froze_, their expressions turning terrified; Loki and his cohorts were similarly affected, as a flash of light appeared to their side. When the light faded, in its place stood a tall, muscular man, seemingly in his sixties, towering over _eight_ feet tall, clad in full battle armour, with a long cloak seemingly made of the night sky itself, dotted with stars, and a silver helmet atop his head, adorned with golden antlers from some great stag. The helm had a metal patch crafted into it, covering one eye, the remaining eye a wintry blue, glaring at them in annoyance. His long hair was a snowy white, matching the impressive beard that framed his mouth, and trailed down from his chin.

Wonder Woman was also struck speechless. "Merciful _Hera…_that's..!"

Thor, Sif, and Balder all quickly bowed. "Lord Allfather..!"

Raising his mighty hand, Odin silenced his son, before turning his eye towards a nervous Mxyzptlk, his gaze going from annoyed to _furious._ Mxyzptlk smiled anxiously. "H-H-H-Hi, Big O!"

Odin's expression fell into an irate scowl. "Were my instructions unclear, foul imp?!" he boomed. "The last time thou _dared_ set foot in Asgard, I had thought I made it clear I _never_ wished to see thy face, again! _Was that unclear?!_"

Odin's roar shook the void, making Mxyzptlk cringe. "N-No, big guy; it was _crystal_ clear..!"

"_And thou still DAREST trespass here?!_"

Mxyzptlk chuckled nervously. "Uh…well…funny story; _true_ story…"

"_Enough_ of thy words, pest!" Odin thundered. "Hear me well: thou art _NEVER_ to set foot upon Asgard _or_ Midgard ever again…_on pain of DEATH!!_" He raised a hand. "Now, _BEGONE!!_"

"Okay! Okay! I'm going!!" Mxyzptlk wailed. "_Kltpzy..!_"

Odin did not give him a chance to finish; with pure _will_, he sent a deadly white bolt of pure force at the imp, making him swell up like a balloon, before simply _bursting_ him.

With Mxyzptlk dispatched, Odin turned his gaze towards his children, his expression becoming annoyed, once more. "'Tis a sad surprise to see thee here, Thor," he said, his tone somewhat scolding. "I had thought thee of _all_ wouldst honour my wishes."

Thor lowered his head. "I am ashamed of my actions, Allfather; I offer no excuse."

Loki smirked, pointing at his brother. "'Tis true, Allfather!" he whined. "For no reason, Thor and his cronies didst..!"

"Still thy forked tongue, Loki!" Odin snapped. "Aye, Thor gave no excuse, but I wouldst wager my remaining eye there be some _reason_ to his actions…one which I expect _thou_ wouldst know about." His eye narrowed. "Choose thy next words with care, _child_; I shan't abide _lies._"

Loki gulped, not daring to say another word.

Sternly, Odin turned to Sif and Balder. "Balder, Sif, canst either of _thee_ offer an explanation?" Confused, both of them shook their heads. Frowning, Odin glanced to a stricken Enchantress. "And what of thee, Amora? I know Skurge be little more than thy puppet; hast _thou_ something to say?" At Amora's silence, Odin's frown grew. "I await _some_ explanation..!"

Taking a deep breath, Superman stepped forward. "My Lord Allfather, I beg that I be allowed to speak."

His snowy eyebrow arched, Odin turned towards him. "Thee, Child of Krypton? What couldst thou..?"

"I fear I am the cause for all of this, my Lord," Superman answered. "It was my inadvertent offence against Asgard – and you personally – that led to this scuffle."

Odin paused. "I know of no insult, lad."

Loki spoke up. "Allfather, the wretch _struck_ me! A god of Asgard! That alone is an unforgivable insult against us..!"

"I shan't tell thee to be silent again, Loki!" Odin boomed. "Knowing thee, thou didst likely badger the boy to wits' end!" He turned back to Superman. "Continue."

Superman nodded. "Some time ago, my Lord, I came into possession of a magical artefact, which I but today learned was of Asgard…and belonged to you personally." He bowed, again. "For that, I beg your forgiveness; had I realized..!"

Odin shrugged it off with a wave. "Mortals err all too often, child," he said. "But come, tell me: what couldst thou have found to cause such a fracas?"

Superman's hand moved to his belt. "Forgive me, my Lord, but I noticed that one of your eyes was missing." He held out the Eye. "Is this it?"

Loki snarled in fury, but Odin silenced him with a wave, keeping his gaze on the jewel. "By my very beard! It is, indeed!" Taking the Eye, Odin lifted up his helmet's eye-patch, exposing his scar-crossed eye-socket, before clapping the jewel to his face, causing a brilliant light to shine from the socket.

When the light dimmed, Odin's expression was inordinately pleased as he looked about with _both_ eyes, his depth perception restored. "_Ah!_ Much better!" he laughed. "My thanks to thee, lad!" Glancing to Loki and Amora, his scowl returned. "I begin now to understand what occurred here, Loki; thou sought to steal mine eye from the lad, correct?"

Loki gulped. "M-My Lord…'tis not as it seems..!"

"Worse still, thou persuaded Amora and that wretched imp to aid thee!" Odin finished. "Thou will return to Asgard; I shalt deal with thee later!"

Loki wilted. "As thou command, Lord Allfather," he murmured. Sparing one last baleful glance at both his brother and Superman, he teleported away.

Turning towards Thor, the Enchantress' gaze turned forlorn. "Why, my Lord Thor?" she whimpered. "Why dost thou spurn my love for thee..?"

"Love is self-sacrificing, Amora," Thor answered sternly. "It gives of itself, without asking, without wanting a thing in return." He sighed flatly. "Thou hast not an inkling of such a notion, girl; thou art _incapable_ of it." Drooping, Amora teleported herself and Skurge away.

With that exchange over, Power Girl gulped. "Wow."

"My sentiments exactly," Siryn agreed.

Aquaman scratched his head. "So…does this mean that crazy chick's still gunning for Kal's hide?"

Sif chuckled. "I wouldst not worry."

Balder nodded. "Between the three of us, it should prove easy to keep yon wench's wrath in check." He grinned. "Of course, there is another matter…"

"Indeed there is!" Odin boomed. "By the laws of Asgard, Kal-El of Krypton, I owe thee and thy comrades a debt of gratitude for this service! If there be anything thou doth desire, thou have but to name it, and it is yours!"

Glancing to his friends, Superman grinned back. "My Lord, we desire nothing," he answered with a bow. "Nothing save your friendship."

His expression turning thoughtful, Odin's hand went to his bearded chin, before he chuckled. "If the friendship of Asgard be thy desire…then thou shalt _have_ it!" Raising his hands to the sky, Odin's voice echoed across space itself. "_Children of Asgard! Hear me!_" he boomed. "_I hereby decree, from this day henceforth, so long as they dwell upon Midgard, that the child Kal-El of Krypton, his fellows of the Justice League, and the children of the Xavier School shalt forever be immune to our arts! From this day forward, let them be called Friends of Asgard, and Honour Guards of the Aesir!_" With that, before anyone could react, Odin lowered his hands, and, with an enigmatic smile, snapped his fingers, swallowing them all in light…

…and then, Superman, Power Girl, Batman, Wonder Woman, Aquaman, Siryn, Kara, and the Professor were all back in front of a completely untouched Institute, where the rest of the student body, as well as a _very_ tired Dr. Strange and Clea, were waiting for them. "What happened?" Cyclops asked.

"Oh, not much," Aquaman answered. "Just ran into Thor's old man; the usual."

Phoenix's eyes went wide. "You…you guys met _Odin??_"

"Yep," Power Girl said. "Apparently, he's keeping an eye on us, now."

Siryn snorted. "You _had_ to say it, didn't you?"

Catching his breath, Dr. Strange spoke up. "What of our Fifth Dimensional friend?"

Superman chuckled. "Oh, I wouldn't worry about him, Doc," he answered. "Something tells me he won't be coming back, for a while…"

XXXXXXXX

_Planet Zrff, the Fifth Dimension_

With a cry of agony, Mxyzptlk – in his usual scientist's garb – leapt back as he was ejected from his 3-D/4-D Imaging Projector, landing hard on the floor of his home-based lab. '_Brother, you'd think that guy Odin could take a joke..!_'

His thoughts died away as the Imager started to spark. "_No!!_" Mxyzptlk cried, racing to the machine, grabbing a fire extinguisher and bathing it in fire-retarding foam…but the damage was done; the power surge from Odin's blast had completely _fried_ it…which was _probably_ what the old goat had planned, all along.

"_Mxy!!_"

Hearing that shrill voice, Mxyzptlk froze as his wife – Mltzpkly – stormed into his lab, wearing her pink bathrobe, her hair done up in curlers, her face smeared with a hideous pink cream. "Don't _tell_ me you're messing around with that Projector, again!" she screeched. "When are you going to go out and get a _job?!_"

Mxyzptlk smiled nervously. "Soon, 'pkly!" he soothed. "I was just…having a little fun with my hobby…"

"Don't "'pkly" _me_, buster!!" Mltzpkly screamed, brandishing her frying pan. "You pay more attention to that gizmo than _me!!_" She ran straight at him…and then _past_ him.

Mxyzptlk went pale as he realized what she was about to do. "_No!!_ 'pkly, _don't..!_"

_CRASH!!!_

XXXXXXXX

_Xavier Institute_

By the time the Doctor and his wife had gone home, and everything had gone back to normal, night had fallen. After grabbing a quick shower, Alison, clad in her bathrobe over her PJs, strode into Clark's room…only to find it empty. Confused, Alison listened for her _tausha's_ voice, picking him up in the kitchen; hurrying downstairs, she smiled as she spotted him…along with one other…

Sitting at the kitchen table, at the other end from Clark, Anita, in her green bathrobe over her tank-top and pyjama-shorts, was laughing her _butt_ off as she idly snacked on a bowl of vanilla ice-cream. "You…you aren't _serious!_" she gasped out.

Clark, in his white t-shirt and jeans, chuckled as he sipped on his soda. "_Dead_ serious!"

Anita erupted in a fresh wave of laughter. "You mean…he…he actually..?"

"Yep; he zipped away, zipped back, blew a raspberry, zipped away, zipped back again, made a face, zipped away, zipped back _again_, and _mooned_ the guy before that bully was even halfway to him!" Clark confirmed. "That was an eventful day in third grade, let me tell you!"

Tears were spilling from Anita's eyes, she was laughing so hard. "You…you _have_ to introduce me to this friend of yours!" she pleaded. "You don't have to tell me his name..!"

"I _have_ introduced you! He's Flash!"

Anita laughed again. "I should have known!" Her laughter died down. "So…the way the Enchantress acted around Thor…was that how _I_ acted?"

Clark shrugged. "She was singing it a little louder, but the tune was the same."

Anita sighed. "How on _Earth_ did you put up with me?"

"Wasn't easy."

Glancing over her shoulder, Anita spotted Alison. "I think I'll turn in, now," she said, putting her dishes away. "It was nice talking to you, Kal."

As Anita left, Clark spotted Alison. "Ali, we were just…"

"I know," Alison said, smiling. "Alright, you can say it."

Clark blinked. "Say what?"

Alison's smile turned wry. "You were _right_ about her."

Clark chuckled. "Hey, I try not to brag."

Alison giggled, before lowering her voice. "Telling her about Wally?"

"Just the stupid stuff he pulled."

Alison arched an eyebrow. "So everything since you guys met, then?" Her smile turned mischievous. "Does Anita know about the "George of the Jungle" incidents with your flying?"

Clark's laugh turned nervous. "Ali, nobody needs to hear about that…"

"Oh, really?" Alison teased. "In that case, you'd better catch me!" With that, she skipped off. "Oh, LeRoux..!"

"Very funny, Ali!" Clark called after her…before he paled. "Ali?" With that, he raced after her. "Ali, don't you even _think_ about it..!"

XXXXXXXX

_Jotunheim_

The endless winter winds of Jotunheim tore at Loki's cloak as he trudged through the snows, warmed only by his ire. '_Blast Thor and that whelp!_' he silently cursed. With Odin's sight now back at its peak, his plan was now one step closer to failure, and now, thanks to Odin's decree, the brat was all but untouchable, so long as he remained on Midgard.

Emerging from the blizzard, Loki found himself in a clearing, inhabited by a single cloaked figure, idly painting a canvas…right where she'd been, the first time he'd met her. Smirking, Loki walked towards her…

"Greetings, son of Laufey."

Loki sighed. "'Tis a might tiring, being unable to arrive unannounced, prophetess."

Her sightless eyes never leaving her canvas, Volla softly chuckled, her deep brushstrokes creating a vast valley. "Methinks thou wouldst be accustomed to it, by now," she whispered. "I see thou art most vexed."

Loki scowled. "Vexed, indeed, Volla! The blasted Odinson still lives, the Allfather's Eye hath been returned, and Midgard be all but exile to me, thanks to Lord Odin's chastisement!!" He calmed himself. "Tell me, seer…am I thwarted?"

Volla sighed in exasperation. "I hath lost _count_ of the times I hath told thee, Loki: I only paint what I _see._ The future shows itself on no terms but its own; thou shalt know only when it _chooses_ to tell thee!"

Loki's hand went to his forehead. "Tell me then, Volla: what dost thou see?"

Volla's sightless brow narrowed, as her brushstrokes gained speed. In mere minutes, the valley took shape: it was the kingdom of Asgard, its warriors massed outside the gates, led by the wretched Thunderer. Across from Asgard's army, shrouded in darkness, silhouetted by moonlight against Jotunheim, was another army, consisting of the most fell beasts in the land. "When the Light fades…when the Thunder falls…from Jotunheim, the enemies of Asgard shalt come with the falling of the Endless Night. The Gods shall freeze, as the Final Twilight descends upon Asgard." Her brush filled in the last detail: an image of him, hovering above the snows. "At the fell army's head, the Harbinger of Ragnarok shall set upon Asgard's throne."

Loki cackled with glee at the thought of ruling Asgard, before reigning himself in. "What stands in my way?"

Volla's brush moved again, swirling over Asgard; now only half the valley was covered in night, the rest lit by the sun, as an image of Thor appeared at the head of Asgard's forces. "In recent times, the future has revealed new truths to me: as Ragnarok falls, a new light appears…"

"Yes, yes, I can see!" Loki snapped. "Thor rises against me to stop Ragnarok and be the Allfather's precious hero-child! Little surprise there!"

"_Nay,_ child of Laufey," Volla chided. "Though the Odinson rises against thee, the key to Asgard's salvation lies with _another._"

Loki went pale. "_What?!_" he exclaimed. "_Who?!_"

Volla never wavered, her brush lingering over the sky above Asgard, directly across from his image. "He is thy equal, Loki, and thy opposite: where thou tells naught but lies, he speaks naught but _truth._"

Loki snarled. "But who _is_ he?!"

"The child of a dead House," Volla whispered. "A god not born of the Gods…"

"_Enough_ of thy chatter, old woman! _Tell_ me who..!" Loki raged…but his mouth fell open as he saw.

There, floating directly in his image's path, his palm upraised to halt him…_was an image of Superman._

"Where thou art the Harbinger of Ragnarok, the Final Twilight," Volla whispered, "he is the Herald of Nirnaetrelding, the New Dawn."

Loki shook his head, refusing to believe it, as it all came crashing down: the fall of the whelp's people, Odin declaring his kind extinct, the brat's revelation…

His teeth clenched in fury. "Odin _knew!!_" he roared.

"The Allfather suspected the lad might aid us," Volla answered simply, "so he ensured none of us knew of him 'till now."

Loki seethed at that revelation, compounded by the fact that the brat was now _untouchable._ "And the outcome?"

"Difficult to see."

Boiling inside, Loki turned and stormed off, heading back through the blizzard for his home. This revelation changed _nothing._

Odin, Thor, and all the rest of them would fall.

Asgard would be _his._

He did not know how he would rid himself of the wretched Herald, but he was the God of Mischief: crafty, cunning, and, above all, _patient._

He had waited _centuries_ to bring Ragnarok upon Asgard…

…and bring Ragnarok he _would._

No matter _what_ stood in his way.

XXXXXXXX

_Author's Note:_

_I've said this before, but I apologize for the delay; university had to take priority, and I'm now in the "crunch time" of this semester. It could take a little longer than usual for the next chapter, so please bear with me!_

_On a different note, I plan to upload a couple of side-projects I've had in the works, for a while, just to keep you all satisfied between chapters. One will be Last Son related (though it won't be Crusade or Smallville Chronicles; those are nowhere NEAR ready, yet), and one will be a new crossover idea that popped into my head. I won't spoil you with the details, but I will say that they were inspired by Canadian animation!_

_Oh, and in this chapter, I got the word "Nirnaetrelding" from a translation of Old Norse; I combined the words "Nir" (New) and "Naetrelding" (Dawn) to get "Nirnaetrelding" (logically, New Dawn). If I'm wrong, feel free to contact me, and I'll make the correction! Thanks!_

_Coming Soon:_

_School's finally out, and our heroes are ready to enjoy the summer…_

…_but their plans fly out the window, as the Man of Steel is framed for a crime he didn't commit._

_With a bizarre doppelganger on the loose, Superman's secret is quickly threatened…_

…_as Doom finally makes his move._

_Be there, when the "Identity Crisis" begins…_


	32. Identity Crisis, Part One

CHAPTER THIRTY-ONE: IDENTITY CRISIS, PART ONE

_Xavier Institute, June 22, 2009_

The summer sun was high in the sky as Alison walked through the Institute's front doors, her spirits high. '_Finally! No more finals!_' she mentally exhulted. It had taken several weeks and untold hours of cramming, but she'd caught up on her course-work and finished the last of her finals; high school was officially _done!_ '_Now, all I have to do is wait for my grades…_'

Those were her thoughts as she rounded the corner…at which point, her train of thought instantly _derailed._

There, directly in front of her, leaning back against the wall, was Anita, with Piotr in front of her, their eyes closing, their faces inches away…

Happening to glance in her direction, Anita's eyes shot open, as she let out a gasp, causing a surprised Piotr to back away, his alarm growing as he saw Alison. "I…I will speak with you, later," he said quickly, his face going red.

"Y-Yes, of course," Anita answered, her own face rosy. As Piotr hurried off, Anita scowled at Alison. "Not a _word_, Blaire!" she snapped. "You will not breathe a _word_ of what you just saw!"

Alison was still shell-shocked. "LeRoux, I'm still not sure _what_ I saw!" she exclaimed. "Were you and Piotr…going to..?"

Anita sighed, nodding. "It first happened some time ago, when you were…elsewhere," she whispered. "I was upset, and Piotr helped reassure me…and one thing led to another…"

Alison nodded. "So…are you two serious?"

"We're more than friends, if that's what you mean," Anita answered. "You _cannot_ tell anyone about us..!"

"Relax, okay? I won't spill!" Alison defended. "But the _real_ question is why won't _you_ spill? Piotr's a great guy; you have nothing to be ashamed of..!"

"I'm _not!_" Anita declared. "I…I am _afraid._"

Alison understood. "Of your dad." Anita nodded. "LeRoux, I get why you'd feel that, but this is _your_ life, not his…"

The ringing of her cell-phone interrupted her, forcing her to answer. "Hello?"

Clark's voice answered her. "_We've got trouble, Ali; Beacon picked up an imminent attack on commercial New York. I'm already on-site, but that's a lot of ground to cover, and the rest of the League is busy..!_"

"I'm on it, Kal; I'll be airborne in five!" Ending the call, she glanced to Anita. "Gotta go."

"Of course," Anita said. "So…you'll keep quiet about..?"

Alison chuckled. "As far as I'm concerned, that was like a UFO sighting: I saw _something_, but I have no _idea_ what it was," she teased. With that, she darted off, to help her _tausha._

XXXXXXXX

_New York City_

The noon was was shining brightly over the city as the lone helicopter whirred towards the skyline, stopping to hover several miles away from the Empire State Building. As the lightly-tanned pilot steadied their craft, his fellow Arab reached under his seat, taking out a large, military-grade case; popping open the latches, he pulled out an air-to-air missile-launcher, hefting it over his shoulder. Arming the weapon, he lined the cross-hairs up with the Building, and pulled the trigger.

The missiles screamed as it burst out of the tube, racing towards the Building. Watching it go, the two soldiers cheered for joy, in celebration of a victory for their cause…

…but their jubilation proved premature; the missile wasn't even halfway to the Building when a deadly red beam seared through it, detonating it _well_ before it was in range. The two al-Qaida militiamen were almost sent flying from their seats by the blast; recovering, they looked back out through the windshield…and found two angry Kryptonian eyes glaring at them.

Frantic, the two terrorists scrambled to fly away, but Superman took aim again, his deadly eye-rays searing through a critical fuel-line on their upper rotor. Instantly, the top engine began to smoke, sending the chopper pitching wildly as its occupants wailed in terror, their eyes shooting upwards, begging for mercy…

To their surprise, an answer came, as Superman darted under the mortally wounded craft, taking hold of its landing struts, steadying its fall. For a moment, the two men were overjoyed…until Superman tilted the helicopter, sending them tumbling out into the air, right into Power Girl's force-field bubble, which she promptly sealed around them. With the two terrorists under control, Superman and Power Girl flew off, heading east.

Flying over the local Air Force base, the two touched down on the airfield, as Superman deposited the helicopter on the ground, while Power Girl dumped its occupants ingloriously on their rears. By then, a full squadron of MPs – oddly well-armed for just a couple of al-Qaida flunkies – swarmed towards them; with the situation under control, Superman and Power Girl took to the sky, once more, leaving them to it.

As they flew towards home over the Atlantic, Power Girl smiled. "You're definitely an exciting date, Mr. Kent," she teased.

Smiling back, Superman shrugged. "Trust me, Ms. Blaire – if you _do_ decide to join up, this will become old-hat _very_ fast," he quipped back.

Power Girl's smile grew. "So…the others might let me join?"

"We haven't discussed it fully, yet," Superman answered. "Most of the League's on board with the idea already, but it has to be unanimous." He chuckled. "I'm more than reasonably certain I can persuade the one naysayer…"

Power Girl coughed as she spoke. "Batman."

Superman fixed her with a wry eye as he finished. "…the _one_ naysayer of your myriad qualifications…"

His voice was drowned out by jet-engines, as two F-22 fighters dropped out of the clouds, taking up attack-positions behind them. Power Girl blinked in confusion. "What gives?" she called over their roar.

"They probably didn't get the message about the incident!" Superman called back. Taking out his communicator, he switched to the military frequency and hailed them. "F-22s, this is Superman; you can rest easy! The Empire State Building and its patrons are safe, and the would-be assailants are in custody, so…"

"_Superman, you are under arrest; please follow us to the Triskelion for questioning._"

Superman paused. "_What??_"

"_Do not make this more difficult than it has to be, sir; alter course-heading by three degrees. We will escort you._"

Superman was incredulous. "Is this some kind of _joke?_" he asked. "If so, tell Fury he's got a _lousy_ sense of humour..!"

"_This is your last warning, sir; alter course or you will be fired upon._"

Power Girl's eyes were wide. "Baby, what's going on?"

"I don't know!" Superman exclaimed. To the F-22s, he added, "Pilot, we can _talk_ about this; I have no idea why I'd be wanted for questioning, but if you can contact your superiors..!"

The pilots gave no reply, as their aircraft reduced speed, dropping back…before they each fired a missile.

Superman's eyes went wide. "_DIVE!!_" Instantly, he and Power Girl both accelerated downwards, as the missiles screamed after them. Flying in close formation, the two of them pulled out of the dive inches before they hit the water, hoping that the missiles wouldn't respond in time, hitting the water and detonating before they could pull up.

No such luck; the missiles followed their trail perfectly, gradually catching up. Superman grimaced; if he wanted to outrun them, he'd have to go Mach Three…but Alison couldn't match that speed.

The idea hit him in seconds. "_Climb and break!!_" Understanding instantly, Power Girl flew upwards after him, climbing high above the clouds, before they broke formation, flying in opposite directions as they dove towards the ground, circling backwards towards each other. As they'd expected, the missiles also broke formation, each one following a different target. Pulling out of their dives, Superman and Power Girl flew straight at each other…before Power Girl cut her speed and flipped, allowing Superman to catch her and accelerate towards her pursuing missile, passing it while both missiles crashed into each other, erupting in massive twin explosions.

The missiles gone, Superman and Power Girl hugged in mid-air. "I _knew_ that move would work in real-life!" Power Girl exclaimed.

Superman laughed. "Remind me _never_ to doubt you!" he replied…before his expression fell, as he spotted the F-22s screaming towards them, arming another pair of heat-seeking missiles. Inhaling deeply, Superman unleashed a burst of freezing breath, blowing them off-course and blinding their thermal-trackers, allowing him and Power Girl to drop towards New York unnoticed.

Touching down on the street, Superman and Power Girl both looked up as the F-22s streaked by. "What was _that_ about?" Power Girl exclaimed.

Superman's expression was grave. "I have absolutely no idea…"

Power Girl looked stricken. "Did they…want to _arrest_ you?!" she cried. "How could _anyone_ think you're guilty of _anything?_"

Before Superman could answer, a news van pulled up to the side of the road, as the news crew practically _leapt_ out, setting up in seconds. "This is Channel Six News, reporting live from downtown New York!" the anchorwoman spoke into her mic as she strode towards Superman. "We are coming to you live with the Man of Steel, himself!" She thrust the mic in his direction. "Superman, any comment on the recent accusations?"

Superman was bewildered. "What?"

The anchorwoman was on autopilot. "Please, if you can give us any comment on the allegations..!"

"_What_ allegations?!" Superman cried. "What in Heaven's name are you _talking_ about?!"

"The allegations that you attacked the Air Force base in southern Texas?" the anchorwoman persisted. "Any comments?"

Superman felt like he'd been stabbed with _Kryptonite._ "_What?_" he whispered.

The anchorwoman didn't let up. "Please, just a word..!"

"Okay, that's enough!" Power Girl shouted, taking hold of his elbow. "No comment!" With that, she gently tugged on Superman's arm; he quickly understood, following her into the sky.

Once they were several miles up, Superman felt his senses return. "Thanks for getting me out of there."

Power Girl shrugged. "Hey, I just know how to duck reporters," she answered, before her expression turned stricken. "But what on Earth was she talking about? How could they think you attacked an Air Force Base?"

"I don't know," Superman said. "Right now, I want you to head back to the Institute, and find out what you can; I'll head to the Bugle. They might know more."

"Okay," Power Girl replied. "Be careful." With that, they each kissed their own palms, pressing them together as their fingers interlaced…before they let go, as they flew off in different directions.

XXXXXXXX

_Xavier Institute_

"…_an hour ago, top military officials have released a statement accusing Superman of attacking a prominent Air Force base in southern Texas, earlier this morning. The officials would not comment on the extent of the damage, but local hospitals have reported that over three dozen soldiers and airmen were injured; we still don't know the number of fatalities…_"

Standing in the living room, watching the news with rapt attention, the entire Institute family were wide-eyed at that statement.

It was like something from a _nightmare._

"They're…they're lying, right?" Jamie murmured. "Kal…didn't really..!"

"No, Jamie, he _couldn't_ have," Raven said. "I was talking with J'onn, earlier; at the time of this attack, he and Kal were on Monitor duty."

Logan scowled. "Not that anybody will _buy_ that story."

"But why didn't the Watchtower pick up the distress-signal?" Tinya asked.

"Because it likely didn't _send_ one," Madelyn answered. "I have a passing familiarity with that facility; most of its work is…off-the-books."

"Great," Scott muttered. "But that still doesn't explain why they would think it was Kal! Why would the military try to frame him..?"

He was cut off by a video-clip on TV…showing a red-blue blur as it slammed into the base.

The Professor looked grim. "I don't think they _are_ trying to frame him, Scott."

"What…_is_ that?" Jean asked.

"I don't know, but whatever it is, it seems to have all of Kal's powers," Hank observed. "Similar ones, at least."

Anita paled. "Then there could actually be a psychopath out there who's just as powerful as Superman?"

The others were silent at that notion. "_Whoa,_" Evan murmured.

"That _is_ spooky," Bobby agreed.

At that, Madelyn's phone started to blare, prompting her to answer. "Hello?" Her expression darkened. "General, you don't actually believe..!" She paused. "Yes, sir, I'll be ready." With that, she switched off her phone.

Logan snorted. "Fury."

Madelyn nodded. "At the moment, he's at an emergency meeting of Congress, briefing them on the situation; he needs me there."

Jean gulped. "What will you say?"

"The truth, of course: that there is no _way_ that Kal could have done this."

"And you think they'll listen?" Ororo asked.

"We can only hope so," the Professor said.

"Should we go with you?" Scott asked.

Madelyn shook her head. "I wouldn't advise it; knowing certain people in Congress – who shall remain nameless – they might see it as the Institute trying to cover it up."

Rogue snorted. "Yeah, lahke they can talk."

"We understand," Professor Xavier said, "but please, try and keep us appraised."

"I'll do what I can," Madelyn said. With that, she headed off, while the rest of them kept watching for any more news…

XXXXXXXX

_Daily Bugle_

The main office at the Bugle was busier than ever as Clark walked in through the main doors, heading towards his desk. Spotting him, Peter hurried towards him. "Hey," he greeted. "You alright?"

"Been better," Clark answered. "Is it true?"

Peter snorted. "The military's _saying_ it's true," he muttered quietly. "They've even put out a video detailing it; they're obviously trying to set you up…"

"We'll need an analysis of that video," Clark said. "We'd better have Batman take a look at it." His expression turned grim. "Does anybody think..?"

"Nobody in _this_ office believes it," Peter answered. He managed a faint grin. "Now, if it had been _me_ on that video…"

Clark's gaze happened to fall on Chloe's empty desk. "Hey, where's Chloe?"

Peter shrugged. "Beats me, Clark; I thought _you_ might know."

Clark shook his head. "I haven't seen her since the weekend; I figured she was on assignment…"

"_Kent! Parker!_"

At their boss' bellow, Clark and Peter hurried into JJ's office. Sitting at his desk, Jonah was leafing through several files. "Parker, I need you out on foot in case Superman makes a fly-by; with all the wild talk flying around, the Bugle'll need something _concrete._"

"On it, boss." With that, Peter hurried out.

Jonah looked up. "Kent, I'll need you and Sullivan to cover an update on Luthor's condition; his girlfriend, that Lang girl, has been given his power of attorney – she's asked to speak with you personally."

Clark gulped. "Actually, sir…I'm not sure where Chloe is, right now."

"Damn!" Jonah muttered. "I was afraid of that; hang on." Rising from his desk, he strode to his closet and tossed on a light beige trenchcoat and fedora.

Clark blinked. "Sir?"

"Can't have a rookie covering an assignment like this all on his own!" Jonah replied, managing a faint grin. "Consider yourself lucky, Kent; you've got Jigsaw Jameson backing you up! Let's _move!_"

Clark could only stare as he followed his boss out the door. '_"Jigsaw Jameson"??_' Putting that thought from his mind, he returned to the issue at hand; he needed to figure out who was trying to set him up, and why.

His confusion only grew as he thought of Jonah's words. '_Why would Lana want to talk to me…and where the heck is Chloe?_'

It wasn't like her to skip work; not without a reason…

XXXXXXXX

_Xavier Institute_

Behind the Institute's outer gates, the garden was in full bloom as the summer sun shone down. Just beyond the gates, several small hedges dotted the sidewalks, barely moving in the summer breeze…

…except for one.

Peeking out of her hiding spot, Chloe zipped out of the hedge closest to the gates, checking to make sure no-one had seen her. With the coast clear, she grabbed hold of the iron bars, spun her purse like a grappling hook, and swung it upwards, looping the strap over one of the metal spikes, and pulling herself upwards.

She hated the idea of breaking into the Institute – just like she hated having to fake a sick-day – but desperate times called for desperate measures; with the accusations leveled against Superman, she needed first-hand testimony if she was to have any _hope_ of clearing his name…especially if her suspicions about him were true.

And if she _was_ right, it wouldn't be too long before _other_ people started figuring it out.

Pulling herself to the top of the fence, a panting Chloe managed to catch her breath as she retrieved her purse…right before she lost her balance, tumbling off the fence and into the garden with a _clunk!_

Groaning, Chloe sat up, blowing a strand of hair out of her eyes. '_Who __**says**__ journalists don't suffer for their art?_' she thought. '_I'm just lucky no-one was here to see that…_'

_Snikt!_

The faint sound of sliding metal made Chloe freeze, slowly turning her head…in time to see a tall, burly-looking man, in a white t-shirt and blue jeans, standing to her side…with three blades stick out of the knuckles of his left hand.

Gulping, Chloe met Wolverine's sour scowl with a sheepish smile. "Um…hi?"

Wolverine's scowl deepened. "Visiting hours are _over_, missy." He pointed towards the gates. "Take a _walk._"

"Can I quote you on that?"

Wolverine's eyes narrowed, as three _more_ blades popped out of his _right_ hand. "What do _you_ think..?"

'_Logan._'

At the sound of that booming-yet-gentle voice, Chloe's head whipped around, and found no-one else. "Hello?"

'_Miss Sullivan means us no harm; she only came to find answers._'

Logan's scowl lessened. "Reporters don't care 'bout anything 'cept the next big scoop, Chuck…"

'_I can think of one or two who don't, Logan._'

Now Chloe knew who this was. "P-Professor Xavier??"

A telepathic laugh answered her. '_It is good to see you again, Miss Sullivan,_' he answered. '_I am sure you have questions about today's events; perhaps we could meet, in order to answer them?_'

"Uh…sure."

Groaning in exasperation, Logan retracted his claws, the skin between his knuckles sealing seamlessly. "Come on."

Getting up to follow him, Chloe couldn't tear her eyes away from his hands. "Doesn't that…_hurt?_"

"Every damn time."

Walking through the Institute's main doors, Chloe followed Logan into a private study, where Professor Xavier was waiting. "Thank you, Logan; I can take it from here," he said. As Logan left, he turned to Chloe. "Please, take a seat, Ms. Sullivan."

Gulping, Chloe did so. '_Okay…I'm in a room with a guy who reads minds; time to come clean._' "Uh…for starters…sorry I climbed over your fence."

The Professor laughed at that. "Ms. Sullivan, compared to some of the people who _could_ have climbed over our fence, finding a curious reporter is a _relief._" His smile turned wry. "That said, however, I would have thought it easier to use the front door."

Chloe chuckled nervously. "With all that's going on, I didn't think you'd let me in." Her smile faded. "That's why I'm here."

The Professor arched an eyebrow. "To determine if Superman is guilty?"

"Professor, if you actually believe that, then I'd _seriously_ consider checking the warranty on your telepathy," Chloe said, before flinching. "No offence."

The Professor just smiled wanly. "You don't believe the accusations?"

"I believe that there are a _lot_ of people in our government who'd _love_ to see Superman's rep take this kind of hit," Chloe answered. "Of course, I didn't think anyone else at the Bugle would consider a government conspiracy…"

"…which is why you didn't tell them," Professor Xavier finished.

Chloe nodded. "If I can get just _some_ testimony refuting the accusation – or at least casting doubt on it – I can get Mr. Jameson to run it and shut whoever's doing this _down._"

"I see." Now the Professor's smile was genuine. "Well, Ms. Sullivan, if I or my students can help you in this matter, we would be happy to do so." He gestured to the door. "Please, feel free to ask around; I will instruct my students to accommodate you."

"Thank you," Chloe said, rising from her seat, before striding out of the office…and letting out a sigh of relief.

She didn't know how, but she'd managed to keep the Professor from uncovering her _other_ reason for coming here.

She had to know, once and for all…which made it all the more imperative for her to help clear Superman's – _Clark's_ – good name…

XXXXXXXX

_U.S. Congress, Washington_

"…_today's tragedy has only served as an example of what we have long known: today, the Kryptonian has finally shown his true colours…and they __**aren't**__ red-and-blue._" The TV-speaker's eyes narrowed. "_I have lost track of the number of times we have warned the American people against trusting this creature; perhaps now, you will listen to us…_"

Switching off the news report covering Graydon Creed's press-conference, Senator Kelly turned his gaze towards the four guests addressing Congress: General Fury, Agent Pryor, and Reed and Susan Richards. "We've been listening to that little broadcast for the past hour, Fury," Robert snapped. "Do you realize what that is?"

Nick arched an eyebrow. "Proof that TV _does_ rot your brain?"

The Senate laughed appreciatively, but Robert was not amused. "It _means,_ General, that for the _first_ time, Creed and his Friends of Humanity actually have a _point!_ Unless we get control of the situation _now_, we could have a country-wide riot on our hands..!"

"Robert, calm down!" Senator Martin exclaimed. "Losing our cool isn't going to help anything!" To the speakers, he added, "General, have you uncovered any leads on what precisely happened?"

Nick shook his head. "None, so far, Senator."

Isaac looked to Madelyn. "Agent Pryor?"

"I'm afraid that I am as much in the dark as any, Senator," Madelyn said. "I think it's utterly _inconceivable_ that Superman could…"

"We're not interested in your opinion, Agent Pryor," Robert sneered. "Can you account for the Kryptonian's whereabouts during the attack?"

Madelyn flinched. "No."

"Can you also explain why he was detected heading towards Latveria just prior to the incident?"

Madelyn went pale. "I…I didn't know about…"

Robert snorted. "Then you obviously haven't been doing your job very well."

Nick spoke up. "Until we see evidence indicating otherwise, Senators, we will assume the worst: that Superman _has_ gone rogue," he said. "We are already undertaking measures to apprehend him."

"General, what assurances can you give us that your measures will be effective?" one Senator asked. "What exactly _are_ his capabilities?"

"For that, I'll turn the floor over to Dr. and Mrs. Dr. Richards," Nick said. "In the past, they have performed several medical examinations of Superman; they're the closest we have to experts on him."

Robert nodded grimly. "Well, Doctors? Can our military efforts stop the Kryptonian?"

Reed frowned at the crass reference, but he held his tongue. "I'm afraid that's difficult to answer, Senators; while the levels of power we've seen thus far are comparable with those of the Hulk, not even Superman himself knows the upper limits of his power."

Susan nodded. "To be blunt, Senators, trying to solve this problem by throwing military equipment at it is downright _stupid_; we need to figure out exactly what happened..!"

"You mean give that alien the time he needs to launch one of those "Nova Javelins" at us?!" Robert shouted. "I assume you've all read the brief on the Lemurian incident; how long before he tosses one at _us?!_" Robert knew he had the Senate where he wanted it. "I told you before that the Kryptonian and his "Justice League" would come back and bite us…and now it _has!_"

Isaac tried to reason with him. "Senator Kelly, there are still too many unanswered questions..!"

"The only question, Isaac, is what are we going to _do_ about this?" Robert retorted. "Frankly, the answer is simple: put those hot-doggers in _uniform_, and put the alien's technology in _our_ R&D labs before it's too late!" He glanced towards Nick. "Fury, I want this to be clear: do whatever you _have_ to, but _bring _that alien and his cronies into line!"

Nick nodded grimly. "The Avengers are already in position for a grab-op, Senator; General Ross is also standing by."

"Good. Contact us when you have him," Robert finished. "Motion to adjourn."

As the Senate filed out of Congress, Nick strode out, with Reed, Susan, and Madelyn hot on his heels. "What the _hell_ was that, Fury?!" Susan shouted.

Reed was close behind her. "You know as well as we do that there is no _way_ Superman is guilty!"

"That doesn't matter."

Madelyn blinked. "That…that doesn't _matter??_" she repeated.

"You heard me, Agent Pryor," Nick said, iron in his voice. "Right now, I don't give two hoots whether that boy's guilty or not; what matters is that now, we've finally got something to bring him to the bargaining table."

Susan shook her head in disbelief. "You…you don't care," she murmured.

Nick's good eye narrowed. "What I care about, _Doctor_, is making sure this country stays safe; whether that boy's guilty or not, he somehow has his hand in this!" he snapped. "You may not want to admit this, but no matter whose side he's on, that boy represents a _big_ potential threat to this nation, as long as he and his little club are flying solo!" He turned away. "If we have to trample over one hot-dogger's good name to bring him under control, then so be it; if he wants to play this game, he's going to have to start playing by _our_ rules."

"And if he doesn't?" Reed asked.

Nick's response chilled them. "Then Superman had better get used to being Public Enemy Number One."

XXXXXXXX

_Castle Doom, Doomstadt, Latveria_

The skies over Doomstadt were dark, heavy with rain as a red-blue streak shot through them, heading directly towards Castle Doom. Racing through the shadowed corridors, the red-and-blue-clad figure came to a skidding stop in the middle of Doom's main laboratory. Turning away from his main monitor, Doom regarded the figure. "_Welcome home, son._"

Standing before Doom was a caricatured version of Kal-El, his skin a pale white, his jaw slightly twisted, his dark hair mussed, his eyes a milky blue, his bulky frame slightly hunched forward. The creature's jaw twisted further into a smile. "Me…me am stop bad men, Daddy!" he lisped. "Me am do good?"

Summoning all his patience, Doom walked to his creation, ruffling its hair. "_You did __**very**__ good, son. Those villains will never hurt anyone, ever again._"

The creature's smile grew. "Me am stop more bad men, Daddy?"

"_Not yet, son,_" Doom soothed. "_First, you must return home._"

The creature blinked. "Me _am_ home, Daddy…"

"_To your workshop, son; that is where you must go,_" Doom corrected. "_There is another Superman on the loose who claims to be you; you must not let him take control of your stronghold._"

The creature frowned. "Him no am Superman! _Me_ am Superman! Me am stop fake-Superman!" It turned to go…but paused. "Um…Daddy? Where am stronghold?"

Doom suppressed a groan of exasperation. "_At the North Pole, son,_" he reminded. Seeing the creature's blank expression, he added, "_Where there is lots of ice._" The creature still didn't get it. Doom sighed, as he pointed north. "_**That**__ way._"

The creature brightened. "_Oh!_ Me am get it, now!" he exclaimed cheerfully. "Me am go, now!"

As his creature darted off, Doom buried his head in his hand. '_I knew I should have checked the quality of that sample Shaw provided; the Kryptonite must have degraded the DNA more than I expected,_' he thought. '_A Kal-El that creature most certainly is __**not.**_'

Still, though the clone was an inferior copy, it did possess the necessary genetic markers to get past the safeguards that protected Kal-El's polar stronghold…

…and if _that_ strategem failed, then he would move on to the backup plan. With that thought, Doom turned back to his main view-screen, studying the layout of a small prairie town.

_Smallville._

XXXXXXXX

_LexCorp HQ, New York, a few minutes earlier_

The main lobby of the LexCorp Building was abuzz with activity as Clark and Jonah walked through the doors. '_Wow; Lex might be down, but his company certainly isn't,_' Clark mused to himself.

Following his boss to the main desk, Clark saw Jonah tip his hat to the secretary. "Jonah Jameson, Daily Bugle; Mr. Kent and I are here to speak with Ms. Lang..?"

The secretary nodded. "Of course; she's been expecting you. I'll page you up; if you'll just head to the elevator..?" Heading to the elevator, Clark and Jonah took it upwards, all the way to the penthouse office.

Lex's old office.

As the elevator reached the office level, Clark and Jonah stepped out into the office, where Lana, in a light green business suit, sat at the main desk, answering a phone-call. Seeing Clark walk in, she quickly finished the call, rising to greet him with a faint smile. "Clark, it's so nice to see you, again!" she exclaimed, before noticing Jonah. "Mr. Jameson?? What are you doing here?"

Jonah shrugged. "We were a bit short-handed, so I had to pitch in."

"Oh," Lana replied, mildly surprised. "That's…good."

Clark's smile dimmed. "Has there been any change..?"

Lana looked away. "None," she murmured. "Lex hasn't gotten better…but he hasn't gotten worse, either."

Jonah took out a notepad. "Have the doctors made any comment on his prognosis?"

"Hardly," Lana said. "All they've told me is to keep hope, that they're doing everything possible…but, to be perfectly honest, I think that's just because they don't want to deal with the ramifications of…"

Clark interrupted her. "Let's not go there, okay?" he soothed. "Lex's tough; he _has_ to pull through."

Lana's wan smile came back. "I should've known you'd say that, Clark."

Jonah arched an eyebrow. "Miss Lang, since Mr. Luthor is indisposed, who's handling company affairs, now?"

"I am," Lana answered. "Lex's living will states that, should anything happen to him, I run LexCorp in his place."

Clark's eyes went wide. "Awfully big responsibility to toss on your shoulders…"

Lana frowned. "My university degree was a Fashion/Business Administration _joint_ program, Clark; I can handle it."

Clark raised his hands. "Never said you couldn't."

Jonah quickly changed tracks. "Miss Lang, if you don't mind me asking, what's your take on the allegations against Superman?"

Lana quickly looked away. "Actually, Mr. Jameson, I _do_ mind," she said. "I don't really want to talk about him."

The harsh tone made Clark flinch.

Looking back, Lana added, "Now, if you don't mind, I'd like to speak with Clark in private…and _off_ the record."

Clark gulped. "Maybe you should go on ahead, chief; I'll catch up."

Jonah nodded. "Just don't get in over your head, Kent," he said, as he turned, and headed into the elevator.

As his boss left, Clark turned back to Lana, smiling sheepishly. "'Off the record'?" he repeated. "Do I want to know what this is about?"

Lana frowned. "I think you already do," she said, "_Superman._"

Somehow, Clark managed to keep his eyes from bugging out of his head. "W-W-_What??_" he stammered. "Me, Superman? That's got to be the biggest joke I've ever..!"

"Cut the crap, Clark; I _know_ you're Superman!" Lana snapped. "All those strange goings-on back in Smallville? All those times you and your friends kept disappearing?" Her tone grew hurt. "Those…those years that you just vanished…and then suddenly this "Superman" shows up? Come _on..!_"

Clark kept calm. "So I came back at the same time he makes his move," he reasoned. "Stranger things have happened."

Lana's cherry eyebrows dipped sadly. "I thought we were closer than that, Clark," she murmured. "We used to be friends, didn't we?"

Now it was Clark's turn to frown. "Sure, as long as I didn't talk to you when Elizabeth Marshall and her clique were around."

"Clark, that isn't _fair..!_"

"_No_, Lana; it _isn't_ fair," Clark shot back. "Maybe we _were_ good friends when we were kids, but after your trip to Paris, whatever friendship we had was always on _your_ terms. You made it perfectly clear that a "weirdo brain-box" like me wasn't worth risking your standing with your new circle."

Lana cringed. "I…I _never_ thought that about you..!"

"Well, you sure didn't correct Elizabeth when _she_ said it!"

Lana's expression turned angry. "Well, how was I supposed to know how wrong she was about you?! You never trusted me with this secret of yours..!"

"How could I trust _anyone_ with it, Lana?! If I had let it out, the government would have done _exactly_ what it's doing _now!!_"

Clark froze as his mouth flew ahead of his brain. '_Oh, Rao…what did I just do..?_'

Lana nodded sadly to herself. "You never had trouble trusting Vic, Wally, Arty, Ollie, and Lex," she murmured. "Why..?"

"That's in the past, Lana," Clark said quickly. "I got over it, long ago."

Lana frowned. "So now Lex is supposed to just "get over" his injury?" she snapped. "I read through his files of that day, Clark; he wouldn't even _have_ it if you hadn't made him come forward..!"

"Lex got involved with the wrong people, Lana; he made a _choice,_" Clark answered. "I let him know that, one way or another, he had to deal with the consequences of that choice."

"Well, good for you…but _now_ the shoe's on the _other_ foot!" Lana retorted. "Or is that somehow different?"

Clark's eyes narrowed. "It _is_ different, Lana," he shot back, "because I'm _innocent_ of the charges, which I fully intend to _prove._" He turned to go. "And if you think otherwise, then you never knew me at _all._"

Lana looked away. "Well, whose fault was that?"

Clark sighed. "I guess we'll never know." With that, he headed out.

Emerging from the elevator into the lobby, Clark found Jonah waiting for him. "What was that about?"

Clark sighed. "Just…old stuff."

Jonah arched an eyebrow. "'Old stuff,' huh?" he repeated. "Well, you'd better shake it off, Kent; right now, our priority is tracking down Superman and figuring out whether or not he hit that base."

Clark absently nodded…until he heard the signal on the emergency channel. "Actually, chief, why don't I catch up to you, on that one? I'll just go…grab a box of donuts!"

Jonah blinked. "'_Donuts_'??"

"Yep! Chasing down superheroes can make a guy mighty hungry..!"

"Fine, fine," Jonah muttered. "Unless something major happens, I'll be at the police station in fifteen minutes; the cops might have a better idea on when he'd show up…so you'd better not be late with those donuts!"

"Got it, chief! Be back in a flash!" With that, Clark hurried off…before darting into a darkened alley.

Shedding and stashing his street clothes in seconds, Superman instantly took to the sky, answering the hail on his communicator. "What's the situation, Watchtower..?"

"_That signal is fake, Kent! It's a trap!!_" came Batman's shout. "_Get out of there..!_"

_BOOOOM!!_

The heat-seeking missile caught Superman square in the back, sending him tumbling out of the sky, landing flat on his face, cratering the concrete as he hit. Groaning, Superman dragged himself out of the Superman-sized indentation he'd left, spitting out chunks of gravel as he did. "_Ouch._" Looking around, he spotted four familiar figures approaching him: Captain America, Ms. Marvel, Wasp, and Giant Man.

Shaking his head to clear it, Superman gestured to the sky. "You may want to have a lookout, Cap; somebody around here's throwing heat-seekers around."

Cap's expression was grim. "That would be General Ross."

Superman's face fell. "There are easier ways to get my attention."

"Considering the circumstances, we didn't want to take chances," Ms. Marvel said quietly.

Superman felt like he'd been stabbed with Kryptonite. "Then you actually believe the charges."

"It doesn't matter what we believe," Cap said evenly. "We've been ordered to bring you in."

"Please don't make this harder, Superman," Wasp pleaded. "This is hard enough for us as it is!"

Superman met his childhood idol's stare. "I am not guilty, Cap; give me the chance and I can _prove_ it."

"If you are innocent, son, then you have nothing to worry about."

Ms. Marvel nodded. "Let _us_ prove it, Superman; come in quietly, and no-one will…"

"Lt. Danvers, I can't think of many of your superiors who'd be _interested_ in finding me innocent," Superman answered. "If I go with you, I'll lose my chance to clear my name. I'm sorry, but _no._" He turned to go.

Wasp looked stricken. "Please, Superman, don't make us stop you..!"

"Do what you have to," Superman answered, "because _I_ certainly will." With that, he took to the sky…and was instantly grabbed by a giant hand.

"Sorry, kiddo," a giant-sized Giant Man said, "but we have our…_OW!!_"

Giant Man's sentence was cut off as the space between his fingers glowed red with heat, causing him to let go, stumbling back. Freed, Superman was about to take to the air, but Cap's flying shield impacted solidly against his chin, stunning him long enough for Ms. Marvel to ground him with her force-blasts. As Superman impacted the concrete, the four Avengers closed on him. "This doesn't have to go any further, son," Cap warned. "Just come quietly and we won't..!"

_Thwipp!_

_Splot!_

The glob of webbing that splatted across Cap's face silenced him, as Spider-Man hung down from a street-light on a web-line. "_Seriously_, guys? You're actually going after Big Blue??" he asked. "I mean, if it was _me_, I could understand it – I wouldn't _like_ it, but I'd understand it – but _him??_" He glanced up at Giant Man. "Ah, so many Godzilla jokes, so little time…"

Tearing the web off his face, Cap's eyes narrowed. "This doesn't concern you, Spider-Man; stand down, and it won't escalate…"

He was cut off as a yellow-crimson streak slammed into him, sending him flying, before the Flash came to a stop. "Shows what you know, Gramps!" Flash quipped. "You mess with _one_ of us, you mess with _all_ of us!" Grimacing as he rubbed his shoulder, he added under his breath, "Seriously, what's that guy eat for breakfast?_ CEMENT??_"

Shrinking, Wasp circled Flash, peppering him with her stings as she flew, while Ms. Marvel charged another pair of force-bolts; with perfect aim, she let them fly…where they crashed into an emerald force-field, as Green Lantern dropped out of the sky. Expanding his ring-construct into a bubble, Green Lantern grabbed Ms. Marvel and tossed her aside. "We've made our point, people! Time to clear out!"

Flash grimaced as Wasp kept peppering him. "A little busy at the moment..!"

Rising out of the crater he'd landed in, Superman unleashed a precisely-aimed, low-level gale burst…but even _that_ was too much for the pint-sized Mrs. Dr. Pym, as it sent her flying across the city block. Superman grimaced. "Sorry, Janet!"

Her husband was far from forgiving. "Oh, that _DOES_ it!!" he boomed. Taking immense strides towards Superman, he raised his foot, and _stomped_ on him.

Spider-Man grimaced. "Oh, _ouch!!_" he exclaimed. "That's _gotta_ hurt..!" He was cut off as a star-spangled shield slammed into him, knocking him into a wall, before the shield spun back to Cap's hand. "Though not as much as _that._"

Cap was about to close on Spider-Man, but a rumbling beneath the earth stopped him…as Superman burst out of the ground, having tunneled his way out from under Giant Man's foot. "It _doesn't_ have to be this way."

Cap's eyes narrowed. "No, it _doesn't!_" he barked. "Just come in quietly, and this'll stop; refuse, and things _will_ get ugly!"

Superman lowered his head. "I'm sorry, Cap…but I can't do that." With that, he unleashed a wide-field, low-intensity burst of freezing breath, blanketing the entire block with thick, icy fog. "Split up!!" he shouted to his teammates; instantly, Spider-Man fired a web-line and swung off to the west, while Green Lantern flew east. As the fog began to dissolve, Superman and Flash both bolted north, leaving the Avengers behind.

As they both sprinted across the countryside towards the border, Flash glanced to his comrade. "You okay?" he called.

"No, Flash, I'm _not!_" Superman answered. "Someone is trying to frame me, and until we figure out who..!"

_**BOOOM!!**_

Superman was cut off as an artillery shell exploded right in his face, the blast-wave sending Flash sprawling, dazed, but relatively unhurt. Picking himself up, Superman looked around…and spotted the large contingent of tanks to the west…just as _five_ military helicopters dropped out of the clouds, encircling them both.

"_I know you can hear me, boy._"

The Texas-accented voice echoed over the military channel, causing Superman to switch on his communicator, his eyes tracking the sound back to a man in combat fatigues standing beside one of the armoured vehicles. "General Ross, I presume."

"_Give the spaceman a cigar._" Ross' voice was hard. "_I'm gonna make this real simple, boy: either you come in, or I __**bring**__ you in._"

Superman snorted. "I don't suppose the fact that I'm innocent of the charges has any bearing on the situation..?"

"_Don't try to be cute, mister; I don't give a horse's patoot about what excuse you've cooked up. My orders are to bring you in, by any means necessary…and since I made a career out of tangling with the Hulk, I'm used to out-muscling P.M.D.s._"

As Flash got back to his feet, Superman's eyes narrowed. "With respect, General, as strong as the Hulk is, he was more-or-less _mindless_ when you dealt with him; I, on the other hand, have _all_ my faculties," he shot back. "It isn't a question of "out-muscling"; it's a question of "out-_smarting!_"" With that, he unleashed another burst of frigid fog around himself and Flash.

The chopper-pilots' cries were audible over the radio. "_What the hell?!_"

"_Where is he?!_"

"_General, we've lost heat-seeking!_"

Ross cursed. "_Dammit, people, go to manual tracking!_"

Looking around, Flash grinned. "You take the high road, and I'll take the low road..?"

"…and I'll reach the North Pole before ya!" With that, the two of them darted off at high speed.

Before the chopper pilots could react, a red-blue streak shot out of the frigid fog, stopping to hover directly in front of one helicopter. Swiveling towards their target, the other four choppers fired their mini-guns…just as Superman darted out of the way, letting the bullets pepper the helicopter, piercing its fuel-lines and forcing it to land. Darting towards a second, Superman flew behind it, and simply stuck his hand in its manoevring rotor; the rotor-blades smashed themselves to pieces as they collided with his hand, forcing another pilot to make an emergency landing.

Getting their bearings back, the remaining choppers opened up a full salvo of Hellfire missiles, lighting Superman up with an explosion…but as the blast-cloud dissipated, Superman shot away, circling right. "_He's trying to out-flank us!_" one pilot shouted. "_Attack-pattern alpha; get him before he goes supersonic!_"

Scrambling, the three choppers split up, one moving to intercept him, one chasing him from behind, and one to the side of him; the rear and front choppers fired their mini-guns, peppering him with bullets, while the third fired another Hellfire salvo; firing his eye-rays, Superman detonated the missiles, before flying through the cloud, firing again, this time searing a crucial circuit in the chopper's main rotor – slowly, the rotor began to lose speed, touching down on the ground. Turning back towards the remaining two, Superman inhaled, and unleashed a full-force blast of gale-breath, blowing the choppers well out of formation – one managed to stay in the air, while the other skidded along the ground, out of commission. Before the last chopper could react, Superman darted forward and grabbed its rotor, holding it steady…turning the military machine into a merry-go-round from hell; the pilots experienced unimaginable g-force as their craft spun around and around and around on its axis, until they _had_ to power off, at which point Superman calmly lowered them to the ground.

As he watched Superman make asses out of his pilots through his binoculars, General Ross scowled. "Load artillery, and get me a firing solution; we'll _blast_ that little E.T. out of the..!"

"General, we have incoming!!"

Spying the approaching red-yellow streak, Ross' scowl grew. "Don't just stand there, you idiots! Blast that..!"

He never got a chance to finish; racing right _by_ him, the Flash started to run around two of his tanks, kicking up a localized tornado, which sucked the tanks up into the air, sending them crashing to the ground miles away. A mischievous grin on his face, the scarlet speedster darted towards one of the armoured recon units. Booting the gunner out of his turret, Flash started to push buttons at blistering speed – the turret swivelled madly, its missile-launcher raising and lowering, its main gun firing blindly, until both its missiles discharged, spiralling towards two more tanks, blasting chunks out of their hulls.

Flash smiled sheepishly. "Whoops…" he murmured. "Not gonna try _that_ again." Darting out of the turret, he raced towards one last tank, stopping by its right tread, rapidly fiddling with its gears, before speeding away; the tank tried to give chase…only to end up going in circles, its right tread completely useless.

Ross looked ready to have a _cow._ "What the Sam Hill is the _matter_ with you grunts?! It's just _one_ man..!"

"Ahem."

Turning, Ross found Flash staring at him. "It's not just _one_ man, Rossy-boy," he quipped, before darting to his side. "It's the _Fastest_ Man Alive you chumps are messing with." Darting to Ross' other side, he added, "Oh, and just so you know, ol' Green and Grumpy never rolled with a _team_; we're a whole different can of worms…but, just in case you forget…" He darted behind Ross…and grabbed the rim of his pants.

"_WEDGIE!!_" With that, he pulled the rim straight up.

General Ross' howl echoed for miles.

Once the last chopper was down, Superman hailed his teammate. "Flash, we need to move, _now!!_" Flash instantly responded, racing off to the north, as Superman followed.

It was only after they crossed the border that they slowed their pace, stopping on a hillside. Fixing his fleet-footed friend with a weary smile, Superman shook his head. "Did you _have_ to do that?"

"Oh, come on; _tell_ me he didn't have it coming!"

Superman could only sigh in annoyance…until his communicator started beeping. "Superman here."

"_We have a situation, Kent; your polar cabana's alarm just went off._"

Superman's eyes went wide. "_What?!_"

"_You heard me,_" Batman answered. "_Stewart, Hol, and Diana are already en route; I suggest the two of you follow suit._"

"Understood, Batman; Superman out." He switched off his communicator. "Flash, we've got trouble; someone's trying to break into the Fortress!"

Flash gulped. "Uh-oh; if somebody gets ahold of the stuff in _there..!_"

"They're not _going_ to! Let's _move!_" With that, the two of them raced off, as fast as they could.

XXXXXXXX

With a roar of anger, Thaddeus Ross managed to take one step towards the nearest recon vehicle…before his combat-fatigues started disagreeing with him. "I want Fury on the horn, _now!!_" Seconds later, a lieutenant brought another communicator to him; thankfully, he'd managed to calm himself. "Triskelion, this is Ross, confirming mission-objective a failure; I repeat, Spaceman is not down!"

"_Damn. Between you and Rogers, Tad, I thought we had him for sure; what happened?_"

"His little posse is what happened, Nick!" Thaddeus cursed. "I suggest we widen the bolo; we need to take 'em _all_ in!"

Nick groaned. "_Knowing that kid, his country-club'll just be the __**start**__ of it,_" he groused. "_I'll have my people keep an eye on the Institute._"

"You do that," Thaddeus growled, "and in the meantime, see if you can get Thor and Banner down here..!"

"_No can do, Tad; Thor went MIA the second he heard about this op, and Banner started complaining about his "other half" shortly after._"

Thaddeus scowled. "Swell," he muttered. "I saw the Kryptonian and that speedy punk heading north; whenever they head back, it'll be from that direction."

"_Understood; Iron Man is prepped for launch. Once we get a fix, he'll be en route._"

Thaddeus nodded. "Hopefully he'll have better luck. Ross out."

Ending the transmission, Thaddeus strode off…before he grimaced, again. "Where's the damn latrine?!"

XXXXXXXX

_North Pole_

The winter wind was biting as he touched down at the North Pole, but he hardly felt it, his vision taken up by the beauty of his home.

His Fortress.

Walking towards the massive crystals, he stopped in front of what looked like a door. Squinting, his thermal-vision spotted a series of symbols in the crystals above it, with similar symbols etched in the crystals around him; carefully, he tapped each crystal in tune, echoing out a series of tones, matching the sequence above.

As the last tone faded, three holographic discs appeared in the door. Walking forward, he touched one, spinning it, then the other two…but nothing happened. Frowning, he tried again; likewise, nothing. Roaring angrily, he pounded on the door…

At once, the door turned to light, as a man made of crystal walked through. "_Master Kal-El, please explain your…_" he began, but he paused…before his hands morphed into claws crackling with electricity. "_Genetic anomaly detected!_" he shouted. "_Identify yourself!_"

The angry response confused him. "Me…me am _Superman..!_"

"Kurox, _lock down the Fortress!!_"

Turning around, he spotted five people standing behind him…including one man in an identical uniform..!

The man in uniform looked equally surprised. "What in Rao's name..?"

The sight of his crest infuriated him. "_You no am Superman!! ME am Superman!!_"

With a roar of anger, he reached down and grabbed a massive slab of ice, before heaving it over his head and tossing it at the faker, burying him and his friends under several tons of ice. For a moment, he calmed…until a blazing red, nova-hot beam melted the ice, revealing a green dome of energy enshrouding the five of them…with the fake Superman's eyes glowing red.

Somehow, the faker had his powers, too.

Roaring angrily, he darted straight at the faker; his eyes narrowing, the imposter darted at him, matching his speed. Their punches connected at the exact same time, shaking the air with a thunderous boom, as they were both sent flying. He tried to get up, but the green-clad man fired a beam from his ring, ensnaring him in a bubble; with another roar of rage, he unleashed a burst of gale-breath, blowing the green-clad man away. He was about to fly up and pummel his attacker, but the red-clad man ran around him in circles, kicking up a whirlwind. "Okay, ugly, just what did you think you were doing..?!"

His echoing roar silenced the speedster, as he stomped his foot into the ice, shaking the earth and causing the speedster to stumble away. Before he could press the attack, however, the winged girl dove at him, smashing him with her mace, but he barely felt it, grabbing the mace on her follow-up strike and pulling back, yanking her along with it, to smash her into the ice…but a golden rope snagged his wrists, tugging him off-balance and forcing him to let go. Snarling, he turned towards the black-haired, armour-clad woman, brandishing the rope that held him. "Now, creature, you will answer us!" she snapped. "Who or what are you?!"

His rage returned full-force. "_Me am SUPERMAN!!!_" With that, he pulled back, yanking her off her feet, spinning her around like a ball-and-chain, before slamming her into the ice. Pulling off the lasso, he was about to close, when a sonic boom echoed, as the faker slammed into him, sending him flying. Crashing into the ice, he recovered quickly, unleashing another gale-burst, blowing the imposter into the air; flying after him, he crashed into the fake, grabbing hold and pummeling him with one punch after the other, finishing with a haymaker that knocked him to the ice, cratering it.

Roaring, he dropped down, driving his knees into the fake's chest, pounding his fists into his face…until the fake caught one punch, twisting his wrist to the side; he screamed in pain, giving the imposter the time he needed to slam his elbow up into his neck, spinning as he did, so that now _he_ was on top. Before he could push away, the faker grabbed hold, lifting him up and slamming him head-first into the ice with a suplex move.

As he struggled to pull his head out of the ice, the faker calmed. "Okay, pal, start talking; where did you come from..?"

Enraged beyond belief, he pulled his head free, before turning towards the fake and unleashing a wide-field eye-ray, flash-boiling most of the ice in his line of sight. As his beam died away, he started to catch his breath…until he saw the imposter, his uniform singed but otherwise fine, still standing, as were his comrades, safe behind a green bubble.

The fake's eyes narrowed. "Guys, flash your locators _now!!_" he ordered, before tapping his belt-buckle. "Fortress: arm Pulsar-Class Turrets – target unmarked bio-signature! _Fire at will!!_"

For a moment, he was confused, until he heard the high-pitched beeps of locators coming from the fake's friends…right before dozens of crystal turrets popped out of the ground, taking aim at him – _him_ – and opening fire.

The imposter had done this; he'd turned his own _home _against him.

Roaring in pain as a barrage of laser-blasts impacted him, driving him back, he was forced to fly off, as fast as he could.

But he would be back; he would reclaim his home, and defeat the faker.

Because _he_ was Superman, not that imposter.

And when he faced the fake again, he'd make sure _he_ knew it, too.

XXXXXXXX

Coughing from the impact of the creature's foot-stomp, Flash dragged himself to his feet. "Okay, what the _hell_ was _THAT??_"

Superman could only look after his doppelganger's retreat with unease. "Offhand, I'd say that was the _real_ culprit behind the attacks."

Hawkgirl groaned. "Well, he sure can _hit_ like you can."

Frowning, Green Lantern turned towards Kurox. "You know, we could have used a little help from those Plasma-Cannons of yours, Tin-Man."

"_Unable to comply; action prohibited by First Directive._"

Superman's eyes went wide. "You mean, he was reading like a _Kryptonian?!_"

"_More than that, Master Kal-El; initial sweep identified your specific genetic markers. When unknown failed to decode the outer lock, I approached him, at which point I performed a differential scan; the readout detected numerous genetic and physiological anomalies, but the baseline genome had too many similarities to yours to discount it._"

Hawkgirl blinked. "That thing's a _clone?_"

Flash gulped. "Aw, man, I knew I shouldn't have watched the Late-Night Sci-Fi Movie-Marathon; it's like _Revenge of the Radioactive Clone-Zombies_, all over again…"

"How is this possible?" Green Lantern asked. "Where could _anyone_ have gotten your DNA from..?"

Superman's eyes narrowed. "When I mixed it up with Shaw Junior, I bled out onto his jacket," he muttered. "That blood-sample could've been enough to produce…_him._"

Wonder Woman's eyes were wide. "Then…it _is_ possible to do such a thing?"

"Scientifically, yes," Green Lantern said. "Ethically, however, there are a few hurdles."

Hawkgirl snorted. "That wouldn't bother Shaw one bit."

"But why bother with such a charade?" Diana asked. "He said he was Superman while I had him lassoed; he was _incapable_ of lying, at that moment – he honestly thinks he's…well…_you._"

Superman frowned. "If it _is_ Shaw, he could be trying to discredit all of us," he reasoned. "We need to figure out where this…_bizarro-_thing has been." Taking out his communicator, he hailed the Watchtower. "Batman, there should be a bogey heading away from the Fortress at supersonic speeds; it _looks_ like me, but it's _not._ I need you to track it…"

"_Right now, Kent, we have other problems,_" Batman answered. "_I just intercepted something on the military channel._"

Superman blinked. "What are you..?" His eyes went wide as he heard it. "Oh, _no…_"

XXXXXXXX

_Xavier Institute, a few minutes earlier_

"So, how well do you know Superman?"

As she walked through the halls, with the Sullivan girl on her heels, notepad at the ready, Anita suppressed a frown of annoyance. "Well enough, I suppose."

Chloe nodded as she scribbled. "Do you think he would actually do what he's been accused of?"

Her own laugh surprised her. "Sullivan, believe me, better, more powerful men have _tried_ to get him to do something like that, and failed _miserably_; he simply hasn't a malicious _atom_ in his body."

Chloe arched an eyebrow. "Like your father?"

Anita's eyes narrowed. "Tread _very_ cautiously, Sullivan; not even the press is immune to _slander._"

To her credit, Chloe took the hint. "If he _is_ innocent, who do you think is behind this?"

'_Oh, let's see: your government, the Hellfire Club, S.H.I.E.L.D., HYDRA, the F.O.H.; pick one._' Out loud, she said, "I can think of a number of groups that would want Superman discredited, but none that I can prove."

Chloe sighed, before she took a deep breath. "So, when he's not saving people or getting framed, what does Superman do?"

Anita arched an eyebrow, completely thrown. "Why?"

Chloe shrugged. "Just trying to get a better handle on the Man of Tomorrow."

Anita frowned, not buying it for a minute. "I don't see how…"

"Chloe?"

Glancing down the hallway, Chloe smiled as she saw Alison walk up. "Ali! Hey!"

Alison smiled back. "Oh my gosh, how _are_ you?" she asked. "I _thought_ I saw you at a couple of the events we went to!"

Chloe shrugged. "The life of a journalist; doomed to report world-shaking events, while never _being_ one."

Alison suppressed a secret smile, before noticing Anita's puzzled expression. "Chloe used to live in Smallville, where I visited over summer as a kid…"

"…then you wouldn't mind showing her around," Anita interjected, fixing her with a warning stare. "She was curious about our resident Kryptonian." Alison nodded in understanding, as Anita walked off…to dart behind a corner, keeping herself within earshot.

Hearing a bit about Blaire's past from an unbiased tongue was _far_ too good an opportunity to pass up.

"As Her Highness was just saying, popular opinion around here is that Superman's innocent," Chloe continued. "Any comment?"

"Nothing that anyone else hasn't said already," Alison answered. "These charges are _obviously_ trumped-up; they're nothing but an excuse for the government to put Superman and the League under their thumb."

Chloe arched an eyebrow. "That seems to be an awful lot of trouble to go to…"

"They've done cover-ups for less."

Chloe sighed. "That just means that there isn't going to be much proof."

Alison smiled. "Don't count Superman and the League out just yet; they _won't_ take this lying down."

'_Well, so much for a few juicy tidbits,_' Anita thought. She was about to walk off…but Chloe's next statement stopped her.

"Well, I suppose I should check in with Clark; maybe he and Mr. Jameson have found a new lead." Her tone brightened. "Oh, I forgot to tell you! Clark and I are working together!"

Anita arched an eyebrow. '_Clark Kent? Why would Blaire care about that bumbler..?_'

Alison's tone was mildly flat. "Oh," she answered. "That's…that's nice."

Chloe was incredulous. "'That's nice'??" she repeated. "Ali, you followed him around practically _every_ chance you got!"

Anita arched an eyebrow.

Alison laughed nervously. "Oh, I wasn't _that_ bad..!"

"Are you kidding? You were like a lovesick puppy!" Chloe exclaimed. "If I wanted to find out what Clark and Lex were up to, all I had to do was follow _you!_ And now you're telling me that you don't even _care_ that he's been in town for the past three years??"

Alison looked away, suppressing a guilty expression. "That was a long time ago, Chloe," she murmured. "Clark's moved on, and so have I, okay?"

Chloe sighed. "Okay, okay," she relented. "I just thought that you might be interested; Clark's still a great guy…although his spine seems to take a holiday every time trouble shows up – he's never around when things go south!"

Alison shrugged. "Hey, not everybody can be Superman!"

"Obviously not," Chloe agreed. "Well, thanks for your time." With that, she headed off, allowing Alison to go about her business.

Only Anita remained, her eyes wide from what she'd just heard…and from what she could remember…

"…_you followed him around practically every chance you got…_"

"…_I've adored him for the longest time_…"

"…_he's never around when things go south_…"

Both Alison and Chloe's words echoed through her mind, stirring more memories from her time at the Institute: her first encounter with a bumbling Clark Kent, last year; Clark Kent's continued appearances around every event they went to…which Kal-El and his League inevitably showed up at; Clark Kent's disappearances whenever trouble arose…coinciding eerily with Superman's arrival; even a passing _physical_ resemblance, save for the differences in stature…which Kryptonian holographic technology could have easily created…

It all just _clicked._

She'd been sent to discern Kal-El's identity…when he'd been right in front of her _face_ the whole time.

Slowly, a smile crossed Anita's face, as she tried to choose between laughing at Kal's – _Clark's_ – utter _brilliance_ at fooling her so thoroughly, and _screaming_ at her own frustration at being _stupid_ enough to fall for it…but her smile quickly faded.

She'd discovered Superman's true identity.

She'd found what her father was looking for.

Her duty compelled her to deliver it…but if she did, she would be betraying her friends.

Anita's head spun as she sank to the floor, trying to catch her breath; she didn't know what to do…

"Princess Anita?"

Turning, Anita found a confused-looking Illyana staring at her. "What's wrong?"

Somehow, Anita managed to get her voice working, though her thoughts were another matter. "Illyana…if your father told you or your brother to…to do something wrong…what would you do?"

Illyana's eyes went wide. "P-Papa wouldn't do something like that!"

Anita managed a faint chuckle. "Oh, I know he wouldn't, sweetie," she said, "but what if he asked you to do something he _thought_ was right…but you _knew_ was wrong?"

Illyana looked even _more_ confused. "I…I don't understand…"

Anita laughed dryly, realizing with mild shame who she was burdening with her problems. "_Good,_" she whispered, pulling the little girl into a hug. "I hope you never do."

Illyana looked even _more_ confused. "Princess Anita?" she asked. "Are you okay?"

Anita nodded. "I'm fine, honey," she lied. "I just…needed a hug."

"Oh. Okay!" With that, Illyana gave her a bigger hug. "Were you gonna get a hug from Piotr, too?"

Anita felt her face flush. "Why do you say that?"

"Because he likes you." Illyana's smile turned hopeful. "Do you like him, too?"

Anita's face turned _redder._ "W-Well…"

Her sheepish smile instantly died away, as the sounds of rotor-blades echoed in the distance; glancing out the window, Anita's eyes went wide as she saw several black helicopters touching down on the lawn.

Helicopters bearing the S.H.I.E.L.D. insignia.

Anita was instantly on her feet, unease taking hold of her spine. "Illyana, we need to get to the Professor. Now." Gulping, Illyana nodded nervously, as she took hold of Anita's hand, following her downstairs.

The two of them had just made it to the main floor when a full squadron of S.H.I.E.L.D. personnel, armed to the teeth, burst through the front door; most of them spread out, moving past her, but five quickly surrounded her. Gasping in fright, Illyana grabbed hold of Anita's leg, hiding behind her. Placing a comforting hand on the little girl's head, Anita fixed the five of them with her most imperious glower, summoning her most regal tone. "What is the _meaning_ of this?"

To their credit, the soldiers did not budge. "Ma'am, you and the rest of this school are under arrest for conspiracy to aid and abett a known fugitive; until arrangements can be made to move you into federal custody, you will remain under house-arrest here."

Anita's glare intensified, understanding instantly. "Soldier, you and your superiors have committed a _very_ grave blunder; you have no proof _whatsoever_ of Superman's guilt, let alone of any 'conspiracy' to aid and abett him. Furthermore, you have just arrested a Latverian _diplomat_; rest assured, your State Department will be contacting your unit..!"

"Ma'am, we're _already_ in contact with the State Department; we are in the process of having you deported _back_ to Latveria," the soldier retorted. "Now, if you'll come with us..?"

Illyana sniffled. "Princess?" she whimpered. "What's going on..?"

Anita gently shushed her. "It's alright, honey," she soothed. "Everything will be just fine." Her gaze turned towards their captors, hardening as her tone became a vow. "I can _promise_ you that." With that, she headed further into the Institute, at the soldiers' urgings.

XXXXXXXX

_Castle Doom_

"_So, you were unable to secure the outpost._"

Doom's voice was flat as he answered the creature's hail, but he quickly regained his earlier caring tone. "_No, no, son; it's quite alright. The impostor is obviously more clever than we had thought. For now, you will hold position…_" He paused to hear the creature's babbles. "_No, son; even if you hear a cry for help, you must not heed it – the impostor could very well be trying to lure you out. For now, I will deal with this._"

Ending the transmission, Doom sighed to himself; he should have known that securing the outpost – the "Fortress," he believed it was called – wouldn't have been so easy. At first, from what the creature had told him, things had gone well – he'd been able to interact with Kryptonian technology, indicating that he could bypass the Fortress' safeguards…until the outpost's resident guardian – the A.I. Kal-El had retrieved from his home-galaxy – had realized he was _not_ the Fortress' master, and sounded the alarm.

His gambit to secure the outpost indirectly had failed, so he would now have to move _directly;_ luckily, Fury and his superiors were performing beautifully in that regard. They would keep Kal-El and his fellows sufficiently busy, enough for him to proceed.

Focusing, Doom gathered his mystical energies, and then unleashed them, not forcing them outward, but turning them _inward,_ upon himself, coating his frame, bending the light to reflect what he _wished_ others to see…

…and when the spell finished kindling, where once had stood the tall, invincible metal form of the Lord of Latveria, now stood the tall, rapier-lean form of Victor van Damme, as he'd been before his transformation: pale skin, thin dark eyebrows framing piercing green-blue eyes, a strong jaw under light cheekbones, and obsidian hair, cut short and slicked back, with a dark green overcoat over his black slacks and sweater.

His spell complete, Victor turned towards a nearby mirror, checking himself over, smiling as he saw his old self, not a hair out of place – though the power of his transformed self made the teleporter incident worth the loss, it was nice to see his old self, again. Satisfied with the change, Victor focused again, before vanishing into a cloud of dark green haze, leaving Castle Doom behind.

Emerging from his spell, Victor found himself on a landscape utterly unlike Latveria; instead of barren hillsides, he was now surrounded by wide-open plains, with blue skies above him, and a small town, nestled in between the grassy fields, lying ahead of him.

Smallville, Kansas. One of the last remnants of the "American Dream": a typical small town, where everyone knew everyone else, untouched by the tidal wave of urbanization, materialism, and fame-obsession that had been sweeping over the rest of the country.

In short, it was the _perfect_ hiding-place for a survivor of an advanced race; Victor wouldn't have been surprised if Jor-El had handpicked the town to hide his son.

Victor allowed himself a faint smile. Somewhere in that town lay the secret identity of Krypton's Last Son – all he had to do was find it. With that thought, he started to walk towards Smallville, the town that had unwittingly harboured Kal-El.

XXXXXXXX

_New York_

Standing outside the NY police station, Jonah scowled to himself, checking his watch for the umpteenth time in the past five minutes. '_Dammit, Kent, how long does it take to grab a half-dozen..?_'

"Mr. Jameson!!"

Jonah's scowl held strong as Clark – looking harried, with a box under his arm – scampered up to him, pausing to catch his breath. "I'm…I'm _so_ sorry I'm late, sir!" he exclaimed, holding out the box. "There was a huge lineup..!"

"There's _always_ a 'huge lineup,' where you're concerned, Kent," Jonah snapped, taking one donut from the box and munching on it. His eyes squinted suspiciously. "You've been disappearing on Bugle time more and more often, lately; what's going on?"

Clark flinched. "Just…errands, sir," he stammered. "They…they won't affect my work, I _promise…_"

"See that they don't," Jonah groused. "Now, I've got a few contacts here; with any luck, we should have a police take on these charges. Stay close, and don't embarrass me." With that, Jonah headed into the station, as Clark followed behind.

Walking into Central Booking, Jonah half-grinned as he spotted a slightly pudgy uniformed officer, sitting behind the main desk. "Francis! So they put you back on desk-duty, did they?"

The officer half-groaned, removing his cap to scratch his thinning red hair, his voice carrying a faint Irish lilt. "Jigsaw Jameson! So they finally let you back on the streets, eh?" He grinned. "And here I thought you were a big-time newsman!"

Jonah laughed. "What, and miss out on all the fun?" he retorted. Gesturing to Clark, he added, "Besides, somebody had to keep an eye on the rookie!"

Francis' grin grew. "So you're stuck with this old fogey, boyo? My sympathies!"

Clark chuckled. "I think I can manage." His tone turned serious. "Anyway, sir, we were just curious as to the police's take on the accusations that have been made against Superman."

Francis scowled. "Add another shovelful to the pile of shite that's bein' tossed at him, you mean."

"Hey, easy, Frank," Jonah said. "I don't think you believe that garbage any more than _we_ do. All the kid wanted to know was what you boys in blue think of all this; that way, we might get a better idea of how to _clear _him."

Francis calmed at that. "Well, it's good to hear you haven't gone _completely_ 'round the bend, Jigsaw," he said. "And you're right; most of us here think those gobshite charges are _exactly_ that: a big _load._ We actually have a bettin' pool on which government fat-cat tosser cooked up the bloody thing." He sighed. "Thing is, though, we had the boys in forensics take a look at the footage; lads couldn't find a single thing wrong with it. Even worse, I've seen the lad and what he can do up close, and it's blasted similar to what's on the tape; God preserve me, but if we were to put that in front of a jury…"

Jonah nodded. "Could someone _else_ have done it?"

Francis looked thoughtful. "It's possible, since the footage gets blurry around the culprit; all we can make out is a blur," he admitted, "but then that would mean there's _two_ blokes with that kind of power around."

"So someone _else_ could be trying to frame him?" Clark asked.

Francis could only shrug. "Your guess is as good as mine, lad."

Jonah sighed. "Well, thanks for your time, Frank."

"Not a problem, Jigsaw; shame I couldn't be more help…but I don't think that'll stop you, will it?"

Jonah chuckled. "You know me too well, old friend." With that, he headed out of the station, as Clark followed.

Walking down the sidewalk, Jonah's mind raced, pondering their next move…until he happened to spot Clark looking at his cell-phone worriedly. "You expecting a call, Kent?"

"Huh? Oh, no, sir…well, not exactly," Clark admitted. "I've just been trying to reach some friends of mine; I haven't been able to reach them, and I'm a bit worried…"

"Huh," Jonah replied. "Any word from Sullivan?"

"No, sir," Clark said. "So, what next?"

Jonah sighed. "For now, we might as well drop by the local watering hole; got a couple ears to the ground, there."

Clark nodded. "Okay, sir." Turning, Jonah headed off, with Clark tagging behind.

He still was a bit annoyed that Sullivan was MIA; _two_ rookies on the ground would have helped. '_That girl had better have a good excuse for this…_'

XXXXXXXX

_Xavier Institute_

As the phone rang for the umpteenth time in a row, Chloe could only frown as she watched it from several feet away, not daring to move with five armed S.H.I.E.L.D. guards circling around her, along with Scott, Jean, Alison, Kurt, Kara, Lance, and K'imm. "Is anybody going to get that?"

None of the guards moved to oblige her, prompting Kara to scowl. "We can take these goons _easily,_" she muttered under her breath. "Just between Alison, K'imm and I, we just need a few _seconds..!_"

"Don't even give them the excuse, Kara," Scott said. "Right now, our best defence is maintaining that we haven't done anything wrong; please don't jeopardize that."

K'imm nodded. "Besides, I think these guys have some kind of psi-inhibitor; I can't hear their thoughts very well," she added. "Trying to take them out telepathically could be tricky."

Chloe's frown just intensified. "And you're just going to sit here while these goons detain you without cause?"

"I'm afraid zat's zhe only thing ve _can_ do, _Fraulein_ Sullivan," Kurt answered.

Lance nodded sullenly. "Trust me, we _know_ it sucks," he agreed. "Getting busted for something you _did_ do is bad enough."

Alison sighed. "If we could just come up with some proof that K – that Superman _didn't_ attack that base, we could get General Fury to lay off," she said, "but we can't even _contact_ him!"

Chloe's mental gears started to spin. "So…that's probably Superman who's been calling you guys?"

"Probably," Jean answered.

A smile slowly crossed her face. "If you guys suddenly got a few minutes without our friends here…could you contact him?" she whispered.

"Contact him? Heck, we could probably _escape!_" Scott murmured. "The elevator down to the vehicle-bay is just around the corner!"

Chloe grinned. "Good," she said. With that, she stood up, and marched right at the nearest soldier as he strode into view. "_Excuse_ me?!" she snapped. "What right do you have to detain a member of the press without cause?!"

The soldier – only a young man – paused. "Ma'am?"

"You heard me, buster!" Chloe barked, closing on her target. "You may have arrested the X-Men, but what am _I_ charged with?! Ever hear of something called the First Amendment?!"

The soldier gulped. "Ma'am, I need you to calm down…"

"Why? Are you going to arrest me, too?!" Chloe shouted. "And that's another thing: what exactly _are_ the X-Men charged with? What evidence do you think you have to indict them?!"

The soldier switched on his radio. "I need assistance, here…"

Focusing her thoughts, Chloe sent a brief message to Jean. '_Be ready to go!_' "Is this related to the trumped-up charges your superiors tossed at Superman?" she fired off. "Do they think that they can corrall him by threatening his friends..?"

By then, four more soldiers had arrived, surrounding her. "Ma'am, you need to come with us."

As the five of them took hold of her, Chloe was appropriately indignant. "Get your hands _off_ me!!" '_Go, now!!_'

Once the soldiers backs were turned, the little group hurried off, though not before Jean got off one last message. '_Thanks._'

'_Any time,_' Chloe thought back.

As the five soldiers escorted her away, one happened to look back. "What the…they're _gone!!_"

Chloe shrugged. "Guess even S.H.I.E.L.D. is getting budget cutbacks, if you goons are any indication," she said snidely. "Oh, the story this will make…"

Another soldier had been checking his radio. "We're getting movement in the lower levels; they're going for the Blackbird! _Move!!_" Ignoring Chloe completely, the five of them rushed off. Alone, Chloe started to head for the exit…but paused as she passed a phone.

Her curiosity overtook her; moving to the phone, she brought up the caller-ID…and froze.

_Clark's_ number showed up on the caller-list; Clark had called the Institute several times over the past few minutes.

Chloe didn't move for several minutes…before she quickly erased the caller-history. The evidence of her theory safely lost, she turned and hurried out of the Institute.

If her theory was right – and it looked like it _was_ – then proving Superman's innocence was now more important than _ever._

XXXXXXXX

_New York_

"Kent, you stay out there; keep an eye out for our boy in blue. I'll see what my contacts have to say."

Nodding as his boss headed into the small coffee-shop, Clark quickly flipped out his cell-phone, dialing home, keeping his fingers crossed…

"_Hello?_"

Clark breathed a sigh of relief. "Ali?"

"_Kal! Baby, are you okay?_"

"_I_ should be asking that!" Clark exclaimed. "I've been calling for the past half-hour!"

"_Yeah, we kinda figured that; we were entertaining some guests, courtesy of Nick Fury._" He could hear a smile in her voice. "_Scott, Jean, Kara, Kurt, Lance, K'imm and I managed to get away, with a little help from Chloe._"

Clark felt a smile cross his face. "Remind me to thank her, after this."

Worry crept into his _taushi's_ voice. "_I wouldn't be too quick, tausha; before our guests dropped by, she managed to sneak onto the Institute. She's been asking quite a few questions…about you._"

Clark closed his eyes. "You think she's onto me?"

"_It's possible,_" Alison answered. "_I hate to say it, but she might be a problem._"

Clark flinched. "If she is, she won't be the only one," he muttered. "Earlier today, acting LexCorp CEO Lana asked to speak with me." He took a deep breath. "She knows."

Alison understood immediately. "_What?!_"

"She knows about me, Ali; she figured it out."

Alison tried to keep herself from hyperventilating. "_Will…will she..?_"

"Talk?" Clark finished. "At the moment, _taushi_, I doubt it; I think she's known for a while." He sighed. "That could change, however; judging from her tone, she wasn't too convinced of my innocence."

The pout in her voice was obvious. "_Then she's clearly even DUMBER than I thought she was!_"

Clark frowned. "I think it was mostly grief talking, sweetheart; after what happened to Lex…"

"_News flash, baby – she'd just figured out what she passed up, years ago, and she's taking it out on you!_"

Clark chuckled. "Be that as it may," he changed subjects, "none of it will matter if we don't collar this impostor." His tone turned grave. "We've figured out what it is, Ali: somebody cloned me."

"_WHAT?!!_"

Clark nodded. "It's true; Kurox's bio-scans confirmed it," he answered. "The clone – some kind of…bizarre caricature of me – tried to access the Fortress; we just managed to chase it off."

"_But, how? Who could have access to your…SHAW!! Urgh, I KNEW I should've creamed that little..!_"

"That's not helping, Ali," Clark said. His tone turned forlorn. "If anything, the clone is also a victim; he honestly thinks he's…_me!_"

Alison paused at that. "_Even if that's true,_" she said, "_we still need to corrall this…Bizarro-thing if we want to clear you!_"

"Correction: we need to corrall him with the Avengers _watching_ in order to clear me," Clark answered…and then it hit him. "He thinks he's me…so let's borrow a page from Fury's playbook!"

"_Huh?_" Alison asked, but her confusion faded as he explained his plan. "_Tausha, that's BRILLIANT!_"

"Contact the League; have J'onn, Lantern, and Shayera converge on your location before you proceed. You'll need all the help you can get to deal with him," Clark said. "I'll have the rest of the League on standby while I get the Avengers' attention; once you've lassoed Bizarro, get him to my location."

"_Got it. I'll call for Krypto and tell him to head to your location._" Her tone turned worried. "_Be careful, baby._"

"You, too."

As Clark ended the call, Jonah emerged from the coffee-shop, looking grim. "Looks like we've struck dry, Kent; a whole lotta nothing."

"Don't be so sure, sir!" Clark exclaimed. "I…I just got a lead, sir; someone's just made a Superman sighting!"

Jonah's eyes went wide. "Where?"

"Just beyond city limits, sir – he could be heading this way!" Clark answered. "I'm heading to 113th Street – that's where he's headed! Meet me there when you can!"

"Kent, hold it!" Jonah shouted, but Clark was already running off. "_Kent!!_"

Clark was already out of Jonah's line of sight when he darted into the darkened alley, shedding his disguise, revealing his uniform, before shooting straight into the sky, darting out past the city limits. Once he was at the coordinates he'd described to Jonah, he stopped, hovering above radar-level. He'd gotten back to New York by flying under the radar, but now he _needed_ to be seen…

_SSSHHHEEEWWW!!!_

Superman was sent spinning through the air as the blue-white repulsor-blast took him square in the back. Recovering quickly, he turned to find Iron Man hovering behind him. "Stark."

"_Kid,_" came the mechanized echo. "_What say we not do this? I don't want to rough you up; not when we could be raiding Fury's private stash back at the Triskelion…_"

"…with me in the stockade?" Superman finished. "Sorry, Tony, but I'm on duty."

"_Yeah…not what I've heard._"

"Then you heard wrong," Superman said. "Give me a few minutes, and I can prove it."

"_Sorry, junior; not gonna happen._"

"I see." Half-glancing over his shoulder, Superman spotted a squadron of F-22s in the distance. "Guess we have a problem, then."

Iron Man's response was to raise his hand, powering his repulsors.

"_Guess so._"

XXXXXXXX

_Keith's Convenience Store, Smallville_

The sun was high in the sky as Jeremy Keith, tall, and well-built, his short hair mostly grey, his light brown eyes framed by spectacles, in his usual overalls and white shirt, finished dusting his counter-top. It had been a busy day, and now looked like a good enough time for a break…

As the bell over the door jingled, Jeremy realized he'd spoken too soon. Looking up, he smiled. "Can I help you?"

The newcomer was tall, with dark hair, clad in a dark green overcoat, wearing a smile that didn't seem to reach his cold eyes. "Yes, I'm a reporter for a New York newspaper; I was doing an article on astronomy, specifically related to near-Earth asteroids. I understand that there was a meteor shower that came down around here, some time ago..?"

Jeremy scratched his head. "Yeah, we had a nasty little rainfall from outer space, about 20-odd years back," he replied. "Tore the town up nasty, in places."

The man nodded. "Did the meteors come down in any specific place?"

"No, not really," Jeremy said, "though John and Martha's property took more of a beating than most."

The man blinked. "Who?"

"Jonathan and Martha Kent; they own the farm just beyond Smallville," Jeremy explained.

The reporter's eyes went wide with interest. "Was anyone hurt?"

"No, thank Heaven; salt of the earth, those two," Jeremy said. "Good thing, too; their adoption came through, that very day."

The man arched an eyebrow. "Really?"

Jeremy nodded, grinning. "A more perfect match you'll never find anywhere; little Clark had to be the sweetest, brightest little ball of energy on the planet! It was like the Almighty Himself dropped him right into their laps!"

"I can certainly imagine," the reporter agreed. "I think I would like to meet them."

Jeremy sighed. "I'm afraid you're a little late; poor John passed away from a heart-attack years ago, and Clark moved out, shortly after. Martha's still on the farm, and I hear Clark visits her to help out, bless his heart."

The man nodded to himself. "Thank you; you've been most helpful," he said quickly, before he turned, and strode out.

Jeremy's smile faded as the stranger left; something about him just didn't sit right…especially after he'd started asking about the Kents…

Picking up the phone, Jeremy made a quick call. "Martha? It's Jeremy; I just had a very interesting customer breeze through here…"

XXXXXXXX

_International airspace_

The ocean air was silent as he flew over the endless blue, keeping his ears trained, waiting for a cry for help, ready to react instantly.

He knew that his father had told him to stay put, but he was Superman; no matter what, he _had_ to help people…

His eyes went wide as an emergency transmission pierced his eardrums, coming from New York. Turning in mid-air, he rocketed towards the city, stopping over the industrial park the signal was coming from, before sweeping his eyes over it, trying to find the source of the signal…and finding nothing…

Suddenly, a green beam shot out of the clouds, slamming into him and knocking him out of the sky. Landing hard in the middle of the park, he recovered quickly…only to find several costumed kids surrounding him, along with a green-skinned creature, the man with the green ring, and the winged girl hovering above him.

He recognized them: they were all friends of the fake. His father had told him about them.

The blue-furred one crossed himself. "_Mein Gott…_is zat..?"

"That's him, Nightcrawler," the winged girl answered.

One of the blonde girls – the one wearing his symbol – looked _furious_. "To think that someone would _dare_ to use Kryptonian DNA for their own purpose..!"

The other blonde, bearing a different symbol, just nodded. "If Shaw _is_ behind this, I am _so_ going to kick his..!"

Their remarks drove his anger through the stratosphere. "_ME am Superman!!_"

The red-haired girl shook her head. "I'm sorry, but you're _not,_" she said. "Superman – the _real_ one – is our friend; he wouldn't attack an army base…"

The visor-clad youth put his hand to his visor. "I don't think that's helping, Jean."

The green girl nodded. "I can sense his thoughts; his delusion is _incredibly_ strong. I'm not sure we can break it."

The green man looked grim. "I concur."

The ring-man's eyes narrowed. "Then we'll just have to take him _down._"

His fury only intensified. "_Me no am take down! Me am SUPERMAN! Me am WIN!!_"

With that, he unleashed a blast of gale-force breath, blowing most of them down; darting clear of the wind, the winged girl dove at him with a battle-cry, smashing her mace into his face, but he barely felt it. Catching the mace on the backhand strike, he pulled back his fist to smash her, but the ring-man caught him by the neck in an energy-noose, yanking him off his feet and slamming him into the ground. The man tried to pick him up again, but he dug in his heels, grabbing the beam and pulling down, slamming his attacker into the dirt, before spinning him into the winged girl.

As the noose dissipated, he screamed in pain, clutching his head, as waves of agony surged through his mind, growing stronger as the two green-skinned creatures drew closer. The older one's white eyes narrowed angrily. "Who are you working for?" he demanded. "Who sent you..?"

Roaring, he blindly lashed out with his eye-rays, melting huge gashes in the nearby buildings, before grazing the creature's shoulder, as the heat caused him to sag. Alarmed, the younger one let up on her assault. "_Datya!!_" His head cleared, he readied another eye-ray…

_Bamf!!_

Before he could fire, the blue-furred one appeared out of nowhere behind him, grabbing his cape, before flipping over him, pulling the cape over his eyes, poofing away before he could react. Brushing his cape aside, he was in time to see the two blonde girls come straight at him; the one with his symbol slammed her fist into his face with the exact same strength _he_ had, while the other unleashed a precise toe-kick to his stomach, not quite as hard as her comrade. Both hits, however, were enough to send him flying into an abandoned warehouse. Recovering quickly, he stood back up, ready to counter…until he spotted the dome-headed kid focusing, as the ground began to tremble. In seconds, it gave way, pulling him and the warehouse rubble deep beneath the earth…

His fury boiling over, he burst out of the earth with a roar. "_You no am beat me!! Me am Superman! Me am STRONGEST..!_"

He was cut off by a red laser-blast from the visor-kid's visor, as it knocked him from the sky. Landing on his feet, he was peppered by a barrage of eye-blasts and invisible bolts from the red-haired girl; snarling, he countered with an eye-ray, pushing back his attacker's eye-blast. The kid responded by pulling _off_ his visor, unleashing a _massive_ eye-blast, gradually pushing _his_ eye-ray back…

Utterly _beyond_ enraged, now, he unleashed a wide-field eye-ray at _triple_ his normal power – the ray widened into a horizontal _pillar_ of red, nova-hot energy, shoving back the much weaker eye-blasts. The red-haired girl gasped, before she embraced her comrade, as the energy washed over them.

Satisfied, he ceased fire, allowing the eye-ray to dissipate, leaving molten slag in its wake…but as the last trace faded, it revealed a flickering ball of psychic flame, which collapsed seconds later, revealing his two foes, as the red-haired girl fell to the ground, exhausted. "_Jean!!_" the visor-kid cried. "Jean, are you okay?!"

The girl could only gasp a response. "So tired…can't take another shot…"

Even with the two of them still alive, he was satisfied. "_You am see! Me am strongest! Me am Superman..!_"

"No. You're not."

His eyes wide, he turned towards the silver-clad blonde girl. "So you're strong; so _what?_" she snapped. "You think firing off a bunch of powers makes you a hero? Think _again!_"

The dome-kid grimaced. "Ali, what are you _doing..?_"

The girl didn't let up. "We _know_ Superman, freak-show; he _is_ the greatest, but it has _nothing_ to do with his powers – it's because he'd stab himself with _Kryptonite_ before he'd _ever_ endanger an innocent life…which is all you've been _doing_, today! You're no Superman! You're just a cheap, _carbon-copy!!_"

His fury flared. "_Me no am copy!! Me am Superman!!_"

"Not from what _I've_ seen! You can't even _use_ your powers right!" the girl taunted. "_He's_ not the fake – _you_ are…_Bizarro!!_"

A roar erupted from his throat. "_ME NO AM BIZARRO!! ME NO AM COPY!! ME AM __**SUPERMAN!!**_" His eyes narrowed at her. "_AND YOU AM BE SORRY!!_"

With that, he raced at her; seconds before he reached her, she took to the sky, flying off. Roaring, he flew after her, catching up to her in seconds…but before he could grab her, she did a mid-air somersault, sending him racing past her. As he turned around, he saw her check her communicator, smiling to herself…before bolting towards the city below, zooming through the air for all she was worth. With a snarl of rage, he raced after her…

XXXXXXXX

_A few minutes earlier_

Darting out of the way of Iron Man's repulsor-shots, Superman flinched, bracing himself against the missile-impacts of the F-22s. As the missile-blasts dissipated, Iron Man let off a salvo of mini-missiles from his gauntlets, peppering his stunned foe. "_Come on, kiddo, work with me, here; you think I want to be out here like this, when I have stuff I need to do..?_"

He was cut off as a hurricane-force wind blew him off course, while Superman darted clear of the last of his missiles. "Like next year's calendar models?" he asked dryly.

Tony groaned inside his suit. '_Darn it, I knew I should've asked Pepper to handle my itinerary instead of the new secretary; damn tabloids…_' "_Face it, junior, you're out-gunned, this time; my backup's already en route…_"

Glancing towards the distance, Superman smiled to himself. "Yeah? So's _mine._" Putting his fingers to his lips, he let out a sharp whistle, before pointing to the F-22s. "Krypto, _fetch!!_"

As one of the F-22s circled around for another attack-run, a white blur shot out of the distance towards it, right before a set of iron-hard teeth clamped onto its tail-fin, holding it steady in mid-air. Growling between his teeth, Krypto shook the fighter-jet like a dead duck, before throwing it far to the side, sending it into a death-spin to the countryside below, its pilot forced to eject. Turning towards his master, who was dodging Iron Man's repulsors, he spotted another F-22 firing a missile; snarling, Krypto streaked towards the missile, and caught it in his teeth, giving it a flick and sending it spinning towards Iron Man, where it erupted in a massive blast.

With Iron Man momentarily disabled, Superman turned towards his faithful pet. "Good boy, Krypto! Now, let's get out of here!" With that, he darted towards New York, the Superdog following closely behind as he flipped open his communicator. "Superman to all League-members in the New York area: converge on my location..!"

He trailed off as the immense form of Giant Man rose out of the skyline, looming over him. Before he could respond, a buzzing noise filled his ear…as a bug-sized Wasp flitted in front of his face, firing one of her stings right into his eye. Flinching, Superman rapidly blinked, trying to clear his vision…giving Giant Man the time he needed to clap Superman between his hands, before clenching his fist around his quarry. "Fun-time's _over_, Junior," he snarled. "Now, are you gonna come quietly, this time, or do we…_OW!!_"

His mild expletive came just as a furious Krypto darted over and _chomped_ on Giant Man's immense thumb, freeing his master. As Giant Man stumbled back, a golden loop encircled his wrist; on the ground, a crimson streak raced towards Giant Man's foot, as the Flash tackled into his calf, while Wonder Woman tugged her lasso backwards, sending Giant Man tumbling like a felled tree, forcing him to resume his normal size.

Retrieving her lasso, Wonder Woman was immediately pelted by bullets, as Black Widow opened fire at her with her sniper-rifle from a nearby rooftop. While his teammate deflected the bullets with her armlets, Superman dove towards Black Widow, lining up a precision eye-ray, to fuse her weapon's inner mechanism…but he never got the chance, as Captain America sprinted across the rooftop, leaping into the air at him, to slam his shield into his face, knocking them both to the ground.

Stricken, Wonder Woman tried to fly to her comrade's aid, but she was forced to dodge, as Ms. Marvel dove out of the clouds, peppering her with force-blasts. With Wonder Woman distracted, Black Widow started to line up another shot…until a green-tipped arrow sailed through the air, burying itself right down her rifle's barrel, jamming it. Following the arrow's trajectory, Black Widow quickly spotted both Green Arrow and Spider-Man on a rooftop across from her vantage point; taking aim, Spider-Man launched a large web-glob into the air, as Green Arrow fired a three-arrow cluster from his longbow through the glob – hitting the glob dead-center, the arrows spread out, stretching the web into a net, sailing through the air to pin Black Widow to the ground. With Black Widow out of the way, Wonder Woman let fly with her lasso, snagging Ms. Marvel's wrist and pulling her in, to slam her with a haymaker, sending her flying, to crash into her trapped teammate.

Doing a mid-air flip, Superman landed on his feet, as Captain America did the same, before closing on him fast. "I've _tried_ giving you the benefit of the doubt," Cap snarled, smashing his shield across Superman's face, "but fleeing arrest, destroying military property, and assaulting federal agents are _not_ the actions of an innocent man!!"

As Cap's shield-arm came back for a backhand strike, Superman caught it, pushing him away. "You're right, Cap, they're not; they're the actions of a man who _knows_ he's been set up!"

Stumbling back, Cap let his shield fly; Superman ducked under the shield's initial arc, but the spinning projectile ricocheted perfectly off of one wall, and then another, to smack into the back of his head, sending him stumbling into Cap's haymaker. "Well and good, but _that_ kind of statement requires _evidence!_" Cap roared, following with an uppercut. "You _claim_ to be able to prove your innocence, so _tell_ me: where _is_ your proof?!"

Catching Cap's follow-up punch, Superman reversed it, sending him flying. As Cap leapt back to his feet, Superman paused, listening…and then smiled, pointing at the sky. "_There._"

At that very moment, Power Girl darted out of the sky, landing fast, before zipping to the side…as a red-and-blue _something_ smashed into the asphalt with enough force to crater it. Thrown off her feet, Power Girl managed a small smile. "Did I come at a bad time?"

Superman shook his head. "Not at all, _taushi_; you're right on schedule."

Cap was speechless at the sight, but his eyes only widened as an irate clone burst out of the rubble. Standing up, Power Girl gestured to the clone. "Bizarro, meet Captain America," she said. "Cap, meet your _real_ culprit."

Cap was still dumbstruck. "What in Heaven's _name..?!_"

As he caught sight of Superman, Bizarro's fury only _grew._ "_YOU NO AM SUPERMAN!! ME AM SUPERMAN!!_" With that, he grabbed hold of a nearby parked car, and threw it at Superman, who caught it easily. As the rest of his comrades quickly regrouped around Bizarro, Superman gave a quick hand-signal, before darting at his clone; understanding instantly, Green Arrow fired a smokescreen arrow, covering Bizarro's face with haze, giving Superman the perfect opportunity to slam Bizarro with a haymaker. Bizarro was sent flying, but recovered fast, launching himself straight at Superman, who was closing on him for a follow-up attack; their punches contacted each other's faces at the same time, rippling the air as they were both sent flying.

As Bizarro got back on his feet, Spider-Man fired another web-glob at his face, but the twisted clone snagged the web-line, before yanking Spider-Man off his feet and spinning him around like a yo-yo, until he let go, slamming the wall-crawler into the side of a building. Drawing his hand-held crossbows, Green Arrow fired a full clip of electrified darts at the clone, emptying enough voltage into him to stun an elephant, but Bizarro shrugged them off, sending him flying with a burst of gale-breath. He was about to close on the dazed sharpshooter, but Wonder Woman dove at him, slamming his jaw with an aerial haymaker, while Flash raced at him from behind with a flying kick; Wonder Woman's punch sent him stumbling back, but he managed to catch sight of the Flash, turning just in time to catch his foot and throw him into Wonder Woman, knocking them both down.

Recovering, Superman glanced towards Power Girl, who nodded, tapping a device on her belt; the unspoken message sent, Superman charged at his clone, who raced at him in return, catching his charge head-on. "You am fake Superman! You am bad man! Me am stop you!!"

Feeling out the clone's momentum, Superman unleashed a fast headbutt, stunning him, before whirling the motion into a throw, sending him flying. "Like you stopped those men at that base?"

Bizarro crashed to the ground, but recovered instantly. "They am bad men! They am want stuff from Krypton!" Accelerating into super-speed, he slammed Superman with an uppercut, sending him soaring into the air.

Bracing himself, Superman halted his upward momentum, hovering above Bizarro. "So you stopped them, didn't you?"

"Yes! Me am Superman! Me am stop bad men in Texas!" His eyes narrowed. "And me am stop _you!!_"

As Bizarro flew after Superman, Power Girl turned towards Captain America, her eyes narrowed angrily. "Are you _getting_ this yet, Rogers?!" she snapped. "You just _heard_ that freak-show admit it! Superman is _innocent!_ Somebody _set him up!!_"

By then, the rest of the Avengers had gathered near their leader, watching the spectacle before them, equally flabbergasted. "Steve," Wasp murmured, "what did we almost _do..?_"

Iron Man scowled behind his helmet. "_Somebody's been making us look like jackasses._"

Ms. Marvel looked grave. "This 'Bizarro' obviously isn't acting alone; who could have put him up to this?"

Cap's eyes narrowed. "I don't know," he muttered, "but I think it's time we found out!"

With that, the Avengers moved in, backing up the recovering Justice League. As Superman blocked Bizarro's mid-air punch, the clone was driven back by a hailstorm of Ms. Marvel's force-blasts, before he was smacked down by Giant Man's massive palm. Landing hard, Bizarro easily pushed Giant Man's hand away, sending the titanic Avenger stumbling back, before another web-glob splatted across his eyes, blinding him. Taking advantage of Spider-Man's distraction, Wasp shrunk herself, buzzing around Bizarro and pasting him with her sting-blasts, but the irate clone didn't even flinch, his eyes burning off the webbing. Inhaling deeply, he was about to blow Wasp away, but another of Green Arrow's smokescreen arrows ruined his attack, sending him into a coughing fit…at which point Iron Man's missile-salvo blasted him clear across the street.

As the smoke cleared, Iron Man started to relax, thinking the clone had been felled…until a nova-red beam seared out of the haze, lancing through his armour's left shoulder-plate, as Bizarro raced towards him, sending him flying across the road, leaving a fist-shaped dent in his chestplate. Coughing from the hit, Iron Man could barely move as he watched Bizarro stomp towards him…but the clone never reached his target, as Power Girl zipped in front of him, lighting herself up like a phosphor flare, blinding Bizarro enough to let Wonder Woman tackle him, sending him flying directly into Flash's hyper-speed kick, which knocked him to the side…while Flash hopped away, holding his foot. "Ow, ow, ow…"

Bizarro hit the ground hard, but rebounded fast, in time to block Superman's uppercut…which was exactly what the Man of Steel had intended; the second the closed with Bizarro, he ducked low, allowing Captain America to leapfrog over him, smashing his shield into the clone's face. As Bizarro stumbled back, Cap closed, readying another shield-smash, but the clone ducked, this time, picking his foe up like a rag-doll, ready to pull him apart.

Superman's eyes narrowed. "_Krypto, SIC 'em!!_" Snarling, the Superdog pounced on the clone, his teeth sinking into Bizarro's arm, forcing him to drop Captain America. As Krypto leapt away, Bizarro turned towards him, but was knocked off-balance, as Black Widow, having swapped out her regular ammo for explosive rounds, hit his head dead-center with a mortar-round. With Bizarro stunned, Superman and Cap surrounded him fast; eyes narrowed, Superman closed on his foe at super-speed, unleashing a blindingly-fast series of punches that Bizarro's pitiful brain couldn't keep up with, finishing with a punch that shook the air, sending him flying towards Cap, who followed perfectly with his shield right to Bizarro's face.

As Bizarro crashed to the side, Cap scowled at him. "Alright, you…whatever you are," he snarled, "who put you up to this?! Who are you?!"

Rising to his feet, Bizarro's eyes flared a blazing red, angrier than he'd ever been. "_**Me am SUPERMAN!!!**_" With that, he unleashed a massive eye-ray at Cap, blazing towards the Super-Soldier…and the building behind..!

Darting ahead of the ray, Superman unleashed one of his own, matching Bizarro strength for strength. Back and forth, the two beams pushed at each other, neither one gaining any ground or losing any, until the energy between the beams reached critical levels, erupting in an explosion that sent _everyone_ flying.

As the smoke cleared, Superman was the first to get back to his feet. "Is everyone alright?"

Groaning, Power Girl followed suit. "Yeah, we're fine…I _think._"

"I second that," Cap agreed, "but _please_ don't do that, again."

"Don't worry."

Looking around, Wonder Woman's face turned grave. "Kal..!" Following her gaze, Superman grimaced.

Bizarro was gone.

Looking back at his comrades, Superman felt some relief; now, they had _proof_ that he was innocent…but that _also_ meant that there was another individual with his level of power, out there…and they had no _idea_ where and when he would strike next…

XXXXXXXX

After catching a cab back into New York, it was easy for Chloe to track down Superman and the Justice League – the explosions and shaking earth were a dead giveaway.

Finally reaching the street where the action was, Chloe kept to a nearby alley, keeping an eye on the action while staying out of it…and what she saw knocked her _socks_ off.

There was _another_ Superman – or at least some twisted version of him – fighting the original and the League.

Slowly, the pieces of the puzzle fit together in Chloe's head, especially after Superman tricked the copy – called "Bizarro," she surmised – into confessing, which had been enough for the Avengers, prompting them to rejoin the fight. '_Brother, if this doesn't make front-page, I don't know WHAT will..!_'

"_Sullivan!!_ What are you doing here?!"

Startled, Chloe spun around to find none other than her boss, in a fedora and trenchcoat, standing there. "Kent and I have been trying to reach you all day! Where the _hell_ have you been..?!"

Quickly, Chloe shushed him. "Just…following a lead, sir!" she whispered. "I think it paid off!" With that, she gestured to the battle.

Taking in the sight, Jonah's scowl dimmed. "Well, it looks like we just found that proof we needed…"

Jonah's remark was cut off, as an explosion shook the air from Superman and Bizarro's colliding eye-rays, knocking them both down. Groaning, Chloe shook out her ringing ears, as she and her boss picked themselves up; Jonah still looked a little dazed, but Chloe stepped forward, straining to hear…

As the Justice League regrouped, the Avengers looked properly dismayed. Captain America was the first to speak. "Superman…I…I don't know what to say…"

Power Girl folded her arms. "'Sorry' sounds like a good place to start."

"Ali," Superman chided, "the Avengers got played just as much as we did; someone manipulated _them_ into attacking me."

"That still doesn't excuse us," Wasp murmured, her gaze low. "We…_God_, we should have _known..!_"

Giant Man nodded. "Somehow, 'sorry' doesn't seem like enough."

"Well, convince Fury to call off the goon-squad, and that'll be a start," Flash said.

"_We can do that,_" Iron Man said, before glancing towards Wonder Woman. "_In the meantime, I'd be happy to show my appreciation for that save…_"

Ms. Marvel groaned. "Oh, for Pete's sake, Stark..!"

Wonder Woman silenced her with an upraised hand. "Tell me, Anthony Stark," she began, "how _old_ are you?"

Grinning, Tony raised his visor. "Oh, going on thirty," he replied, "but, hey, what's a few years, here and there?"

"Indeed." Wonder Woman's tone was flat. "I, Stark, am one thousand, five hundred twenty-three years old, this August."

Tony's smile collapsed. "_Damn!_"

"Mm-hm," Wonder Woman agreed. "What's more, Stark, is that, though it is all but unheard of in my homeland, pedophilia is still considered morally _reprehensible_ among Amazons."

Her eyes narrowed. "So any suggestions that we indulge in such activities would be _highly_ offensive."

Tony gulped, snapping his visor down. "_Oh, wouldn't you know it – my schedule's full, this year._"

"As I thought."

Just then, the sound of rotor blades filled the air, as military choppers touched down. Green Arrow snorted. "Oh, sure; _now_ the cavalry shows up."

Superman's expression turned grim as soldiers poured out of the choppers, surrounding them, their weapons trained on them. "Somehow, Arrow, I don't think they're here to help us."

With his forces deployed, General Ross stepped out of the lead chopper. "Excellent work, Captain Rogers," he said, nodding to Cap. "We can take it from here." His expression hardened, as he motioned to Superman and the League. "Take them into custody; if they resist, open fire…"

"General, _wait!_" Cap exclaimed. "Superman isn't responsible for the attacks! We were just fighting the real culprit; he was just here..!"

Ross scoffed. "So there's _two_ Kryptonians in red and blue flying around? Likely story, Rogers…"

"General, it's _true!_" Ms. Marvel insisted. "We all _heard_ him confess!"

"Tell it to the judge, Danvers," Ross snapped. "Until I hear something conclusive, I have my orders, and they're to drag this little punk and his country-club into custody."

"You want conclusive, Ross?" Superman asked. "How's this?" At that, he turned to Power Girl, who took off the tape-recorder she'd had running since the fight with Bizarro; rewinding it, she quickly played back Bizarro's confession.

Ross' face quickly paled as he heard the tape, but he recovered fast. "If…if you have any evidence, you can present it at court," he said, his voice wavering. "Lieutenant: confiscate that tape!"

At that, one soldier strode towards Power Girl, but Superman darted in front of him. "This stays with _us_, General."

Ross' teeth ground. "Boy, this is _not_ up for debate; one way or another, you are _coming in..!_"

Her jaw tightening, Chloe took a deep breath, and stepped forward. "General Ross! Does this mean that the U.S. Army intends to cover up an obviously _false_ charge?"

Startled, the General spun around. "What the…who the Sam Hill are you?!"

To Chloe's surprise, her boss followed her. "J. Jonah Jameson, Daily Bugle; you've already met Chloe Sullivan," he said. "We had the opportunity to observe the entire fight, General Ross…_including_ the confession that the false Superman made." His smile turned caustic. "I've already thought of two possible headlines, but I just can't decide – perhaps you can help! What do you think: "_Superman Set Up: Crazed Copycat Mashes Manhattan,_" or "_General Jackassery: Government Goon Sweeps up Senate Setup!_""

Ross' eyes narrowed. "_Neither,_" he spat. "The way I see it, you two just breached national security." He turned to his men. "Arrest them."

His eyes narrowed, Cap marched right up to General Ross. "With respect, _sir_, there _is_ no national security issue, here!" he snapped. "As far as the Avengers and I are concerned, Superman and the Justice League are _cleared,_ and if you attempt to cover this up and steamroll these charges through, then the first thing I'll do on returning to base is march myself right into the stockade…"

He got right in Ross' face. "…for _assaulting_ a superior officer," he finished. "_Sir._"

For a moment, Ross held Cap's gaze…before his eyes widened, as he looked away. Frowning, he glared at Superman. "Boy, you haven't heard the end of this."

Superman didn't flinch. "For now, General, we _have__._" Scowling, Ross marched off, his men quickly following suit; in seconds, they had cleared out, their choppers taking to the air.

Breathing a relieved sigh, Superman turned towards Cap with a faint grin. "You know what, Cap? I think we're even."

Cap chuckled. "Good to hear."

Glancing towards the retreating choppers, Flash shook his head. "_Sheesh!_ What a tightass!" he muttered. "I'm surprised I _could_ wedgie him!"

Wasp was dumbstruck at that. "_No,_" she murmured. "You…you _didn't…_"

Superman laughed. "Oh, he _did._"

Giant Man burst out laughing. "Oh, wait 'till Bruce hears about _this!_" he guffawed.

Turning towards Chloe, Superman smiled. "Ms. Sullivan, Mr. Jameson, thank you," he said softly.

Chloe smiled back. '_Anytime, Clark._' "Anytime, Superman."

Jonah nodded. "Once we get tomorrow's paper in print, we'll get this whole mess settled for good," he added, before frowning. "As soon as we can find Kent, that is."

No-one else would have noticed Superman's expression change at the mention of Clark, but Chloe had been waiting for it. "We'd better head out; Bizarro could be anywhere," Superman said. "Power Girl, you'd better alert the others; tell them what's going on."

Power Girl nodded, her expression professional, but the restrained longing and relief in her eyes was all the confirmation Chloe's theory needed. "I will," she agreed. "Be careful."

As Power Girl flew off, Cap glanced to Superman. "We'd best be going, too," he said. "General Fury's going to want to hear about this "Bizarro.""

Superman nodded. "I'm sure he will." With that, the Avengers turned, and headed off.

Turning back to her boss, Chloe thought fast. "Chief, you'd better head back to the office; I'll find Clark," she said. "Where was he when you last talked to him?"

Jonah looked thoughtful. "It was at this little coffee place, just a block or two away from here," he answered. "I'd thought Kent would be here, by now…"

"I'll keep an eye out for him, Chief! Thanks!" With that, Chloe sprinted off.

She was just within eyesight of the coffee shop when she spotted a flash of blue and red in the sky above, vanishing before she could track it. Looking around, she spotted several nearby alleys. Darting into one, she looked around, but found nothing; she looked into two more, and likewise, got zilch. Stricken, Chloe played her luck one more time, darting into one last alley…

…and found Clark there, in his street clothes, just buttoning up his shirt. "Oh, h-hi, Chloe," he stammered. "I just spilled coffee on my last shirt; fortunately, I carry a spare…"

That lame excuse might have fooled anyone else, but Chloe knew better, now; darting forward, ignoring Clark's cries of protest, Chloe grabbed his shirt and ripped it open…revealing the red-yellow 'S' crest on blue fabric.

"_Ha!!_" Chloe exclaimed, utterly jubilant. "I _knew_ it! I knew it all along..!"

She got no further, as iron-hard fingers clamped over her mouth. Grimacing, Clark looked about, making sure no-one else was there to hear her exclamation, before zipping them both deeper into the shadows, out of sight. "Well," he began, "I suppose I have some explaining to do, don't I?"

Fighting to control her enthusiasm, Chloe managed a smile. "Not so much," she said casually, while her mind raced…

Seeing her expression, Clark frowned. "Chloe, _no-one_ can find out about this…" he began, but he was cut off as she swatted him upside the head. "_Ow!_ What was that for??"

"For not telling me earlier, you big doofus!" Chloe exclaimed. "_God_, Clark, do you think I'm _stupid_, or something? I am _not_ some story-hungry news-fiend, out to get the scoop no matter whose toes I step on! I _thought_ you knew me better than that!"

Slowly, Clark started to relax. "I suppose I should have known better than to think I could keep a secret from you," he admitted, "but can you really _blame_ me for trying to keep this quiet?"

Chloe sighed. "I guess not." She started to smile, again. "You and Ali are together, aren't you?" Clark's blush told it all. "I _knew_ something was up when she was all nonchalant after I told her you were in town! She was probably laughing her butt off, on the inside..!"

"Sullivan? You in here?"

Chloe's smile instantly faded as their boss' voice cut the air, seconds before Jonah walked into the alley. "There was one thing I needed to tell you before…" he began, but he stopped, as he saw the two of them…with Clark's shirt opened, revealing his crest..!

Jonah paused. He squinted into the darkness…and then turned away, grumbling to himself. "Damn glasses; can't see a _thing_ without 'em," he muttered. "Sullivan, if that's you in here, when you find Kent, tell him I need the both of you to work late, tonight; we need to get that article out pronto!"

Chloe gulped. "I'll…I'll definitely tell him, sir."

"Good." With that, Jonah walked off.

Clark was as pale as she was. "Did…did he..?"

"I…I don't know," Chloe confessed. "I don't _think_ he saw anything…"

Calming, Clark managed a wan smile. "Just when we think we've got that man figured out," he said. "No _wonder_ they call him 'Jigsaw'."

Chloe softly chuckled. "So, that thing – Bizarro, right? – was trying to frame you," she said. "Any idea why?"

Clark shook his head. "All we can gather is that he wasn't acting alone; someone else is pulling the strings."

Chloe arched an eyebrow. "Someone who wanted your name ruined?"

"No, I don't think so," Clark mused. "They wanted me to fight the Avengers, to keep my attention on them…and not on something else…"

"But what?"

Clark was about to answer…but he suddenly froze, his expression turning faraway, his face paling, his eyes utterly wide. "_No…oh, sweet Heavens, NO!!_"

In less than a second, he'd shed his street clothes, shooting into the sky and darting off. Chloe tried to call after him, but it was no use.

Something had really scared him…and whatever it was, Chloe _knew_ it wasn't good…

XXXXXXXX

_Kent Farm, a few minutes earlier_

The prairie sky was a vibrant blue as Victor strolled along the dusty road, walking past the rusted mailbox labelled "Kent," past the endless sea of waving wheat, and past the sleeping tractor, until he finally came to an old barn, with a quaint little farmhouse nestled next to it.

The Kent Farm. Kal-El's refuge…lying barely five miles from the main impact-site of the meteor shower, Victor reflected.

Fury would have been kicking himself to an early grave, had he known of the opportunity he'd so sorely muffed.

Striding towards the barn, Victor spotted an elderly lady, clad in a flannel jacket and well-worn jeans, her grey hair tied back in a bun, tinkering with the tractor – Martha Kent. "Excuse me?" he called. "Mrs. Kent, I believe?"

Suddenly stopping her repairs, Martha slid out from under the tractor, regarding him warily. "Yes?"

Victor donned his charming smile, letting charisma and sincerity saturate his voice. "I hope I didn't alarm you, ma'am," he soothed. "I'm something of a reporter, you see – I'm writing an article on meteor showers…"

"…and you wanted the low-down on the one that hit us, some twenty years back," Martha finished. "Well, I don't mind helping you, but I must say, it's strange to see any more interest in this – back when it happened, there were all sorts of reporters buzzing around, but after a few months, they moved on."

Victor chuckled. "I suppose I'm just following up on their reports – updating our files," he reasoned. "I understand that your farm was quite close to the impact-site?"

"And how!" Martha agreed, standing up. "Excuse me, I just need to take care of a few things inside." With that, she headed into the barn.

Looking around, Victor called out to her. "I must say, this is lovely countryside," he commented. "Ideal to raise children, wouldn't you say?"

"Oh, yes," Martha called back. "Plenty of space to run off any extra energy!"

Victor chuckled. "And was that the case with your son, Mrs. Kent..?"

_Cha-chak!_

Victor froze, slowly turning to find Martha standing behind him, aiming a loaded shotgun at him. "Is this how people around here greet guests?" he asked quietly.

Martha's eyes narrowed. "Just the _unwanted_ ones."

Victor raised his hands. "Surely, reporters are not _that_ unwelcome..!"

Martha took aim at his head. "You can stop the act _right now_, mister! We may be simple folk, but _don't_ treat us like idiots!" she snapped. "I got word from Jeremy that you were coming!"

Victor frowned. "You mean to assault me based on _one_ man's account?"

"We're a tight-knit bunch, mister; if something spooks one of us, we _all_ hear about it!" Martha shouted. "Jeremy's warning may have gotten my guard up…but the _second_ I heard your voice and saw your face, I _knew_ who you were, _Victor van Damme!!_" She snorted. "Of course, you're not going by that, these days, are you? My God, you're so blessed arrogant, you never even thought to use someone _else's_ face!"

Victor's eyes narrowed, before he chuckled darkly. "I suppose I should have expected the mother of Kal-El to be no-one's fool," he conceded. "Of course, if you know who I am…"

He shed his spell, revealing the true form of the Lord of Latveria. "_…then you know that your weapon will not stop me._"

To her credit, Martha did not lower the gun, fighting back tears of fright. "I'm betting it can slow you down."

"_Perhaps,_" Doom allowed, "_but not enough…especially since we both know __**why**__ I am here._"

Martha's jaw clenched, as one tear slipped free. "You're here to try and hurt my son, you monster."

"_Monster?_" Doom repeated. "_And why am I a monster?_"

More tears slipped free. "You orchestrated _another_ meteor-shower, and helped that psychopath Magneto hurt my son with that _poison,_" she spat. "You turned an innocent little girl into your own chess-piece, and used _her_ to try and get him to do your bidding. You manipulated a bunch of racist neo-Nazis into unleashing a bunch of mechanical horrors on innocent people, to try and bend him to your will _again._" She readied her shotgun. "And I'm betting that you're behind this attempt to try and frame him…and now that _that's_ failed, you're going to try and use _me_ against him!" Her eyes narrowed fiercely. "Well, it won't _work!_" With that, she reached into her pocket, and tossed a plastic bottle at his feet.

Suitably intrigued, Doom picked up the vial, studying it – a highly potent morphine analog, usually reserved for those in palliative care…

He understood immediately. "_You have a terminal illness._"

"Van Braun's Syndrome, Stage One."

Doom nodded. "_Terminal, indeed._"

"When I first found out, I couldn't understand why it happened to me," Martha said, "and then John and I found him, and I thought it was because I was supposed to look after him…but now, after seeing _you_, I understand! This disease is to make sure you _can't_ use me against my baby!! So you do your _worst_, Victor von Doom! No matter _what_ you do to me, I _won't_ help you hurt my son!" She managed a faint laugh. "In fact, you won't even _get_ that chance! When I talked to Jeremy, I told him that if he didn't hear from me at 1:00, he should send the police up here…and it's five minutes to one, right now!!"

Doom remained silent, allowing her to finish her tirade…before simply clapping. "_How very touching: the loving mother,_" he remarked. "_However, Mrs. Kent, I fear you are wrong on three counts._" He started to walk towards her. "_One: I do not intend to so much as touch a hair on your head,_" he added, calmly lowering her weapon. "_Two: you have __**already**__ assisted me._"

His eyes narrowed. "_And Three: you do not __**have**__ five minutes._"

Martha went pale. "W-What..?!"

"_You were correct in that I orchestrated the attempt to discredit the boy,_" Doom admitted. "_However, that strategem was but a feint; I do not particularly care whether or not Fury and his Avengers can substantiate the charges laid against Kal-El. The sole purpose of doing so was to keep Fury blind to my movements, and to keep the boy focused on his doppelganger and his pursuers…leaving me free to do my work._"

Doom chuckled, as he raised his voice a little louder. "_And now that the necessity has passed, the boy's exquisite hearing is free to detect other threats…like me._"

Slowly, Martha's eyes widened. "_No…_"

"_And what, I ask,_" Doom finished, "_could be a more pressing threat…than one against his dear, sweet mother._" He chuckled again. "_I imagine that he should be arriving just about…__**now.**_"

As if on cue, a sonic boom echoed in the distance.

"_Ah. Punctual as always._"

Martha's expression was one of horror. "_CLARK!! CLARK, STAY AWAY!!!_"

But it was too late; in seconds, a red-blue streak shot out of the sky, as Superman landed hard, shaking the earth. "_Victor!!_" he roared, before accelerating straight at Doom. "_Get away from her..!!_"

At the very last second, Doom teleported away, evading Superman's haymaker, reappearing at his side. "_Bellanokt!!_" he invoked, unleashing a double spell-bolt – one aimed at where he was, the other aimed at where he would land. Both blasts impacted perfectly, sending the Man of Tomorrow flying across his farmyard home, but Superman did a midair flip, landing on his feet. They were evenly matched, and they both knew it; a head-to-head fight would be a drawn-out affair, just as it had been last time…

…but _this_ time, _Doom_ held the trump card.

Reaching into the folds of his cloak, Doom extracted a skull-width black head-ring – his secret weapon – before vanishing into another teleportation spell. Superman darted around, spotting Doom as he emerged behind him, and darted straight at him…

…which was exactly what Doom had been waiting for.

Tapping his belt, Doom revealed the sliver of the Kryptonite shard he'd kept hidden on his person, letting its radiation stun the boy just long enough; moving quickly, he slapped the ring onto the boy's head, before concealing the shard, and stepping back.

The ancient mystical artefact worked beautifully; instantly, Superman's eyes glazed over, his mind lost in a dreamlike fog, as he fell over, utterly limp.

His victory complete, Doom was about to depart, but Martha's scream stopped him. "_You leave him alone!!_" she shrieked, rushing straight at him…but Doom quickly conjured a mind-altering spell, stopping her in her tracks.

Doom's voice was hard as he spoke. "_You will remember nothing of this,_" he ordered. "_You saw only a strange tourist, interested in only directions; you directed him to the next town over, and he left without incident. You know nothing more than that of the past five minutes._" His incantation complete, Doom snapped his fingers, teleporting himself and his quarry away…

…and when Martha came to her senses, she saw no sign of the nice tourist who'd stopped for directions. Confused, she went back to her work…but for the rest of the day, she couldn't shake the feeling that something had happened.

Something terribly _wrong._

XXXXXXXX

_Coming Soon:_

_Bizarro on the loose._

_Superman MIA._

_As the Justice League searches high and low for their Kryptonian comrade, the X-Men make a terrible discovery…_

…_that leads them straight to Doom's doorstep._

_With our heroes set to raid Castle Doom, in their most daring mission yet, one of their own must make a choice._

_Be there, when the "Identity Crisis" comes to its shocking conclusion…_


	33. Identity Crisis, Part Two

CHAPTER THIRTY-TWO: IDENTITY CRISIS, PART TWO

_Undisclosed location_

_The bitter Arctic wind was unimaginably cold, capable of sending even the hardiest soul into the grips of hypothermia, but Doom paid it no mind, standing strong as he stared out at the polar icecaps._

_He had to admit, the poet in him was more than appreciative of the scene: untainted blue skies, darker sapphire waters, and pristinely white ice marking the purity of this untamed wild…_

…_but the scientist and pragmatist in him forced such frivolous notions into submission. There was work to be done._

_As if that thought had summoned him, a young man of 15, tall and lanky, with black hair and blue eyes, clad in blue jeans and a red flannel jacket, a simple knapsack on his shoulder, skidded to a stop a few feet away, a sonic boom echoing behind him: the young Clark Kent, fleeing his home of Smallville, in the wake of Jonathan Kent's death, no doubt._

_Looking around the polar ice, Clark took a deep breath, as if satisfied by what he saw, before dropping his knapsack, fishing out two clear, translucent crystals – one long and cylindrical, the other flat, and spearhead-shaped. His brow furrowing in deep thought, as if guided by some unknown instinct, Clark joined the two crystals together, forming some kind of simple blade…before he pulled his arm back, and __**threw**__ the crystal blade away, into the icy plain before him._

_The crystal blade sailed through the air in a perfect arc, until gravity finally reclaimed its hold, pulling it towards the ground…where it smashed into a million tiny pieces on the ice, blowing away with the wind._

_Utterly dismayed, Clark dropped to his knees, looking ready to cry…but his grief proved premature, as the ice began to glow; seconds later, golden patterns – resembling circuitry – ran through the ice, illuminating for but a second, to fade away in the same instant…as monumentally large, rectangular-prismatic crystals, each one the same immaculate white of the polar ice, burst from the iceberg where the crystalline blade had struck, self-assembling with unimaginable speed, lacing together to create a towering structure, shining in the sunlight._

_The Fortress of Solitude._

_It was more beautiful than Doom had ever dared to __**dream.**_

_Clark was equally awed, as he walked towards the impressive stronghold, while Doom followed along behind him, just another part of the background, letting the boy seek his answers._

_**Their**__ answers._

_Walking through the open front door, both Clark and Doom turned to see the Fortress seal the door behind him. Alarmed, Clark darted to the door, pressing his hands against it, while Doom kept his reserve. A few seconds later, Clark calmed, continuing on through the crystalline corridor, until reaching a dead end, with only a circular pile of gleaming crystals – some sort of console – to greet him._

_At the very top of the console was one particularly large crystal, shining with its own light. Doom found the entire sight astounding, but Clark seemed particularly drawn by this particular crystal; slowly, he reached for it…and touched it._

_Instantly, the sourceless light brightening the corridor dimmed, condensing in the air above the console, taking on a shape: it was a man's face, strongly resembling Clark's._

_It was the boy's biological father, Jor-El, Doom knew – supposedly, he had been the greatest mind upon Krypton…and possibly in the entire universe, though Doom would have sorely argued __**that**__ point. Jor-El's hologram quickly proved his suspicions true, as he began to speak._

"_Hello, my son. I am Jor-El, of the planet Krypton…and I am your father. By the time you hear this, I will be long dead; Krypton, our world, is undergoing a chain-reaction in its core – our world is doomed. To save you from our fate, your mother – Lara – and I have sent you to Earth. There, you will have power that no human can match, as your Kryptonian body draws strength from Earth's yellow sun. I have designed this structure, this Fortress of Solitude, to teach you of your heritage, your abilities…and my hopes for you, Kal-El, the Last Son of Krypton."_

"_They can be a great people, Kal-El; they wish to be. They only lack the light to show the way. And for this reason, above all others, their capacity for good, I have sent them a light…for I have sent them you, my only son."_

"_Live among them, Kal-El, and find where your great power is most needed. You must never directly interfere with their natural development; that is forbidden by our highest laws. Instead, lead by example, my son; show them that there is a better way, through your actions."_

"_There may be those on Earth who will fear and hate you for what you can do, my son. Do not be disheartened, for no matter what happens…your mother and I love you. Be happy, my beloved son. Farewell."_

_As the last word left Jor-El's lips, letting his hologram fade, the narrow corridor fell away, revealing an incredibly vast main hall, shining once more with that same, off-white glow. Slowly, Clark began to smile, as he realized the extent of his newfound inheritance. His hungry mind curious, he reached for another of the crystals…_

_Doom found himself reaching for the crystal along with the boy, willing him to activate it. 'Yes, Kal-El…show me your secrets…'_

_Clark's hand was inches from the crystal…when he stopped, and turned around, looking right __**at**__ Doom. "Who are you?" he demanded, his expression curious…before his eyes narrowed angrily. "You don't belong here! Get out!"_

_At those words, the immaculate white turned to a furiously-pulsing red, as an alarm klaxon sounded through the Fortress. Doom grimaced behind his mask, as he raised his hands, to reassure the boy, but Clark did not give him a chance, as the Fortress unceremoniously kicked him out…_

With a shout of alarm and anger, Doom fell out of his meditative trance, losing his grip on Kal-El's mind; lying on the altar several feet away, Krypton's Last Son remained utterly still, his eyes wide open, his thoughts in a state of endless dreaming, held there by the ebony ring encircling his head.

The Circlet of Morpheus – once a treasure of the lost Atlantean civilization, it had been used by their ancient priests, as a meditative aid, to reach the dream-state, allowing its bearer to gain deeper insight. After acquiring it from the barbarian Attuma after the first Lemurian debacle, it had been child's play to alter it so that it trapped its bearer in the dream-state, thus keeping Kal-El's conscious mind in dreams…and allowing him to probe his unconscious mind with ease.

Or at least, that had been the _plan,_ Doom noted with a scowl; while Kal-El's conscious mind remained docile, his _unconscious_ mind was proving as stubborn as his conscious one. It had been three _days_ since Doom had captured the boy, and he had not gleaned a single _scrap_ of knowledge from his memories. Granted, he had gotten closer than ever before, but just as every attempt previous, his unconscious had recognized his probe, identified him as an invader, and violently expelled him.

'_Dealing with Bizarro would have been easier,_' Doom quietly mused. Ever since he'd summoned the clone back, Bizarro had been increasingly insistent on flying off, to do good.

Indoctrinating the creature into believing he _was_ Kal-El was proving troublesome. If he did not calm down, Doom would have to take protective measures.

Calming himself, Doom walked over to the boy's side; perhaps his strategem would prove to be more successful on the conscious front – his alterations to the Circlet had allowed him to continually – and subtly – influence Kal-El's conscious mind while in his dream-state, and so far, that was progressing nicely.

He could only wonder what Kal-El was dreaming of, now…

XXXXXXXX

_Kryptonopolis, Krypton, Earth date April 23, 2015_

"_Master Kal-El?"_

_Stirred from his sleep, Kal-El, 39 years old now, pushed the silver sheets aside as he sat up in bed, clad only in his undershorts. Looking around, he spotted the owner of the voice. "What is it, Brainiac?"_

_His small drone-avatar whirring, Brainiac quickly responded. "I have recently detected anomalous seismic activity in the planetary core, sir; I thought you would want to be notified."_

_Nodding absently, Kal rubbed his eyes. "Thank you, Brainiac; I'll look at it later…in the __**daylight**__ hours."_

"_Of course, sir; my apologies."_

_As the small automaton rolled off, Kal felt a twinge of guilt hit him; Brainiac had only been doing his job. Ever since his father had discovered and corrected an underlying flaw in Brainiac's core program – which had put him on the verge of rampancy – the A.I. had always been viewed by the Council with an edge of suspicion, even after he'd confirmed Jor-El's suspicion of an instability in Krypton's core, prompting the Council to approve measures to relieve the pressure._

_He shuddered to think what would have happened if they hadn't…_

"_Kal..?"_

_Smiling, Kal looked to his side, where his beloved wife lay beside him. "Did I wake you?" he asked. "Aw, Alia, I'm so sorry."_

_Smiling back at him, Alia Ka-Lir-Re-El – Blessing Upon Lir To El – sat up, nuzzling her head into his muscular shoulder. A vision at the age of 26, Alia had the kind of willowy figure most younger women would have __**killed**__ for, her ample curves perfectly embraced by her silver-blue nightgown, her long hair the same golden yellow as reborn Rao, her sapphire eyes twinkling happily. "No, it's fine," she cooed. "I was just thinking about my recital, tonight."_

_Kal grinned. "You'll do fine, taushi; I know you will."_

_Alia's smile turned teasing. "Forgive me if I don't have your confidence, Mister War-Hero-Turned-Council-Hopeful!" she sassed him. "Some of us poor semi-humans aren't as perfect as you are!"_

_Kal laughed. "Now when did I say I was perfect?"_

"_Well, that's the impression that Zod gave, back on Earth, all those years ago!"_

_Kal smiled as he recalled that day; after speeding through the Military Academy at lightning speed, his first assignment had been on the Fleet's new flagship, the Wrath of Krypton, one of the new superships initially assigned to the Sentrius Battlestation during the Shi'ar siege, and now under the direct command of his godfather, High General Dru-Zod…who had made it his personal mission to put his godchild through hell and back._

_Godfather or not, the head of the Kryptonian Defence Force couldn't play favorites._

_By the time the General had been satisfied with him – or at least as close to it as he ever got while on-duty – the Wrath had received a distress signal from Head Councillor Wazzo of the Galactic Confederacy while patrolling their handful of outposts throughout the universe; the Green Lantern Corps had detected both a Kree and a Skrull battlegroup heading for a small planet on the rim of known space – Earth – and was requesting assistance in negotiating their withdrawl._

_Once the Council had approved the mission – after half a year, the way Zod told it – the Wrath had escorted the Confederate diplomatic contingent into the Sol System, confronting the two attack-groups…which were much larger than the Confederacy had thought._

_They had been preparing for an invasion._

_Determined to make sure the Confederacy never learned of their violation of the Neutral Planets Treaty, both Kree and Skrull forces opened fire on the diplomatic contingent, forcing the Wrath to join the fight. While the Confederate ships jumped away, General Zod gave the Kree and Skrull fleets a full taste of the Wrath's firepower; in no time at all, the supership had laid waste to both forces in a way that would have made Sentrius jealous. Almost minutes after their arrival, both forces fled…though not before the Skrull force launched a handful of drop-ships to Earth, hoping their people could blend in among the locals…_

…_but they hadn't counted on Zod's tenacity._

_Taking a small contingent of troops – Kal included – the General quickly chased after the shapeshifters, tracking their ship to a small, rural community – Smallville, it was called. Thanks to the power of the yellow sun, they'd had no trouble rounding up the Skrulls…though not before attracting the attention of some of the locals._

_After pursuing the last Skrull to a small farm on the outskirts of the community, Kal had been horrified to find that said Skrull had taken the family residing there hostage. At first, he'd hesitated…until a guest of the family, a young woman by the name of Alison Blaire, had surprised the Skrull with some extraordinary light-based abilities, allowing Kal to move in and dispense with the Skrull, without anyone getting hurt._

_After the debacle – which resulted in the divulgence of non-Earth-based life to the human species – Kal had spoken with Alison; initially wary of him at first, she'd confessed that she'd possessed a relatively rare genetic mutation – called the X-Gene – which she'd spent most of her adolescence concealing. His curiosity piqued, Kal had performed a detailed genetic scan of her – with her consent, naturally – which yielded surprising results: in addition to the X-Gene, Alison's genome contained Kryptonian DNA._

_Kon-Lir's legacy had survived, even in this age._

_That revelation, coupled with both the discovery of the X-Gene and the humans' discovery of the larger galactic community, had prompted the Confederacy to take a more active interest in that little corner of the universe; before long, Councillor Wazzo was negotiating to include Earth in the Confederacy, with Krypton acting as its sponsor._

_The latter fact had largely been due to Kal visiting Earth, acting as a mediator for the Confederacy's talks…and to visit Alison. Before long, they were seeing each other, and as more time passed, Kal proposed._

_Alison – taking the Kryptonian name Alia Ka-Lir, in honour of her distant ancestor, as well as punning on her birth-name – initially had a difficult time adjusting to her husband's home-planet, but she'd managed to find her place, and was now a celebrated opera singer and Kri'Nura performer…_

…_not that she'd tell of it, herself._

_As Alia's smile gave way to a worried frown, Kal held her close. "Alia, you'll be fine," he assured her. "You always get like this before every big performance, and you always do great, exactly like I always say you will!"_

_Alia smiled wearily. "Really?"_

"_What can I do to convince you?"_

_Alia's smile turned sultry. "Oh, I'm sure I can think of a way."_

_Kal grinned, as their faces inched closer. "Taushi, you read my mind…"_

_RRRRRUUUMMMBBBLLLEEE!_

_Their would-have-been tryst was quickly dispelled, as the very earth shook, rattling their crystal-walled mansion to its roots. Gasping with fright, Alia buried her head in her husband's chest, as Kal held her protectively close to him, riding out the tremor._

_In a matter of seconds, the quake subsided, as the two lovers breathed a sigh of relief. "Another tremor?" Alia asked._

_Kal nodded. "That's the second one in the past few hours. Tomorrow, I'll ask Father to help me try to get to the bottom of this…"_

_He was interrupted by a childish wail, as two three-year-old children – a boy and a girl – walked into their room, clad in their white sleep-robes. The boy, possessing his father's eyes and chin, his short hair a light brown, compromising between Kal's ebony and Alia's gold, suppressed sniffles of fright. "F-Father, I'm sorry we woke you…b-but the tremor woke me and Lira up, and we were kinda…scared…"_

_Kal smiled gently. "It's alright, Jay," he soothed. "Everything's okay."_

_Jay's twin, however, was not as controlled. "M-M-Mama!" the girl wailed, her sapphire eyes red from crying, her golden pigtails mussed as she ran to her mother. "I-I had a accident!"_

"_Oh, sweetie," Alia soothed, scooping her daughter into her arms, sweetly cuddling her. "It's okay, now; it's all over…"_

_Lira sniffled. "I'm sorry, Mommy…"_

"_Oh, no, honey," Alia whispered. "Mommy's not mad; that tremor scared even __**me!**__"_

_Lira's sobs slowed. "R-Really?"_

_Kal and Alia shared a look, both knowing exactly what the other was thinking: 'So much for __**that**__ idea.' "Come on, you two; hop in," Alia said, creating a space between her and her husband. "You can snooze with us until morning."_

_Jay looked nervous. "You don't mind, Father?"_

_Kal smiled. "Of course not, buddy; we all had a little scare, just now," he answered. "You two'll be safe with us."_

_Smiling faintly, Jay hopped up onto the bed with his sister, the two of them settling on top of the blankets in the space between their parents, quickly falling back to sleep, while their parents could only smile at each other, as they, too, settled back into dreamland._

_Before long, dawn had arrived, stirring their family from sleep; quickly dressing in his usual black bodysuit, emblazoned with the Broken Eternity, and silver robe-coat, Kal headed to his lab, downloading and reviewing the seismic data his sensors had recorded from the tremor – from what he could tell, it was just a normal tectonic shift._

_Still, he had to make sure._

_Sending the data along to his father via Krypton's WorldNet, Kal headed into the kitchen, where Alia, in her one-piece, blue-silver robe, adjusted the food-synthesizer, preparing breakfast for Jay, in his blue jumper with the family crest, and Lira, in her silver robe, in the same style as her mother. Grinning, Kal swiftly moved behind her, sweeping her into an embrace, his grin widening at her startled squeak. "Morning, beautiful."_

_Smiling, Alia turned to him. "Morning, yourself," she answered, punctuating her greeting with a kiss, which Kal was all too glad to reciprocate._

_Sadly, their children weren't amused. "Eeww! Kissy!" Lira complained._

_Jay's nose scrunched up. "Father, that's gross!"_

_Kal laughed as he and Alia ended their kiss. "You won't feel that way when YOU have a wife, buster!"_

"_No way!" Jay defended. "Girls are…yucky!"_

_Alia made an offended gasp, her hands on her waist. "Oh, really?" she teased. "Well, __**I**__ happen to be a girl, young man! So are your grandmother and Aunt Zira!"_

_Jay frowned. "You don't count."_

_At Alia's pout, Kal laughed. "Don't bother, sweetheart; nothing except puberty will change his mind," he whispered. Louder, he added, "Taushi, I'm heading over to Father's, this morning; I want to consult him about that tremor."_

"_Of course, baby," Alia answered, "as long as you're back to take the kids while I get ready for tonight."_

"_No problem, honey," Kal said. To their children, he added, "Jay-El, Lira, no giving your mother a hard time while I'm out; she has a big night, tonight."_

_Jay nodded. "Yes, Father."_

_Lira wasn't far behind. "Okay, Daddy." Smiling, Kal ruffled his kids' hair as he walked past, stepping onto the balcony…before taking flight, zooming off into the city._

_After the Shi'ar siege, it had been painfully obvious that Krypton was more vulnerable than previously thought, prompting both a wider deployment of Krypton's Fleet, and a reexamination of energy resources; the solar focusing satellites had been sufficient to sustain EPM-reserves in the face of the Planet-Shield's massive drain, but after the war, a new solution was needed…giving Jor-El the opportunity to reintroduce the Solara Project._

_Initially, the Council had been hesitant, but after Jor-El's passionate defence of his proposal, and backed by General Zod, they had allowed the development and dissemination of Solara technology throughout Krypton, culminating in the effort to revitalize dying Rao._

_And now, after a lengthy public education on the safe and responsible use of their race's long-forgotten powers, Rao shone proud and bright, invigorating Krypton's people as they flew high among the clouds, once again._

_As he flew across Kryptonopolis' skyline, Kal effortlessly evaded the countless hover-cars and flying Kryptonians, plotting a course for his father's laboratory. Once the crystalline mansion was in his sights, he gracefully dropped altitude, descending into Jor-El's home. "Father?" he called out. "Father, did you receive my data-stream..?"_

"_Kal!"_

_Seeing his mother, in her usual black robe, Kal smiled. "Hello, Mother," he greeted, hugging her. "I'm sorry to drop in unannounced."_

"_Oh, don't be silly, Kal!" Lara chided. "You know you're always welcome here, and so are those adorable grandchildren of mine and their lovely songbird of a mother! If anything, you all visit too infrequently!"_

_Kal grinned. "I'm sure Jay and Lira will love to hear that," he answered. "Is Father in?"_

_Lara sighed. "Yes, Kal; in his laboratory, as always," she said. "I certainly hope that you don't stick your head in your laboratory like your father does – if you do, I'll never understand how you keep that pretty little wife of yours."_

_Kal laughed. "Oh, that's easy – if I'm in the lab too long, she drags me out!"_

_Lara smiled. "Well, she's a smarter woman than I; it too me several years to figure that out!" Laughing as he gave his mother a kiss on the forehead, Kal headed into the laboratory._

_Walking into the lab, Kal spotted his father at the main solar focusing grid, adjusting several light beams. "Father?"_

_Turning his once-black-haired head, now bleached a brilliant white by close proximity to Solara technology in his earlier experiments, Jor-El, in his usual silver-black bodysuit, bearing their crest, smiled at his son. "Kal," he greeted, walking over. "It's good to see you, son; how are Alia and the children?"_

_Kal smiled back, placing a hand on his father's shoulder. "They're all well," he answered. "Ali's a bit nervous about her recital, and Jay and Lira would probably like to see you more."_

_Jor's smile turned sheepish. "I suppose I do spend a bit too much time down here, don't I?"_

"_So Mother tells me." Kal's expression turned grim. "I just wish that I could have come under better circumstances."_

_Jor nodded. "The tremor." Turning to the main console, he brought up the seismic data. "Well, it was definitely a big one," he admitted, "but other than that, nothing seems to be out of place – just a normal tectonic movement."_

_Kal still felt uneasy. "So there's no instability in the core?"_

"_No, son; Krypton is not going to explode. We took care of that, long ago."_

_Kal let out a sigh of relief. "That's good," he answered. "It really gave Jay and Lira a good scare, last night."_

"_I can imagine." Powering down the console, Jor turned to his son. "As long as you're here, Kal, there's someone I'd like you to meet; a diplomatic ship from the Confederacy has arrived, today, with a representative from Earth."_

_Following his father out of the lab, Kal blinked in surprise. "From Earth?" he repeated. "Why are they here?"_

"_Apparently, Earth wants closer ties to us."_

_Kal frowned. "Father, we may have intervened during the Kree-Skrull attack and supported Earth's entry into the Confederacy, but that's as far as we can go – even that much is pushing the Law of Riona Prime to its limit."_

"_That's what I said," Jor agreed, "but this ambassador expressly wished to meet you, one of the heroes that repelled the Skrulls."_

_By then, they had walked into a crystalline meeting-room, where a single, green-robed man was waiting. Rising from his seat with a smile, he moved to greet them…but for some reason, Kal felt a chill grip his spine as he saw him, which only grew as the man spoke._

"_Greetings," the man said. "I am Victor von Doom, sovereign of the Earth kingdom of Latveria…and I am extremely pleased to meet you both."_

XXXXXXXX

_North Pole, June 25, 2009_

The silence within the Fortress was utterly deafening over the constant _hum_ of the crystal-processors, managing trillions upon trillions of bits of data per nanosecond, as the Fortress' powerful sensors swept the planet through a discrete link to Earth's satellite network, combing the planet for its missing master…

…and finding nothing.

With yet another scan coming up dry, Power Girl forced back a sob, before moving to the holo-interface, manipulating it as best she knew how, while Kara and Kurox took a closer look at the readout. "I'm…I'm widening the parameters of the scan to include a greater dissimilarity from Kal's bio-signature; maybe whoever has him is using Kryptonite, which would reduce his energy-output..!"

Kara's hand went to Power Girl's wrist. "It won't work, Alison."

Power Girl fought back tears. "We have to do _something_, Kara..!"

"We _are_ doing something," Kara corrected. "The rest of Kal's friends are running even _more_ scans as we speak, when they're not combing the Earth on foot, and pressing every lead they have…"

"It's _not_ enough!" Alison cried. "We _have_ to do more! We _have_ to find him!" Her eyes started to sting. "My _tausha_ is _out_ there, somewhere; someone _has_ him – possibly _Shaw_ – and they're _hurting_ him..!"

Kara's other hand was instantly on her shoulder. "You think I don't _know_ that?" she asked. "Kal's the _only_ blood-family I _have_, Alison; part of me wants to crack this entire _planet_ open and shake it until Kal falls out!" That declaration brought a faint smile to Alison's face, allowing Kara to make her point. "But the rest of me knows that all we can do is keep searching, and hope to Rao that something turns up."

Alison managed to calm herself. "O-Okay."

"_Mistresses Zor-El and Ka-Lir,_" Kurox spoke up, "_since scanning for Master Kal-El directly has proved ineffective, would not scanning for him indirectly be the next logical step?_"

Power Girl sniffed back her tears. "W-What do you mean?"

"_Rather than scanning for his life-signs, would it be logical to scan for any planetary anomalies occurring in the last week?_" Kurox reasoned. "_Such an anomaly may be indicative of the guilty party._"

Kara sighed. "I don't know how that will help us, Kurox," she said, "but I can't think of any better ideas." She turned to Power Girl. "Look, I can handle the scans for a while, Alison; why don't you go home and get some sleep? You've been here for almost a day _straight._"

Alison frowned. "I'm of more help, here..!"

"Not if you collapse from exhaustion."

Kurox piped up. "_Mistress Zor-El is correct, Mistress Ka-Lir; your electro-neural signature is indicative of extreme duress. Any further delay in your sleep-cycle will cause significant decreases in your cognitive functioning._"

Power Girl sighed. "_Fine._ I'll grab a few Z's back at the Institute, and then I'm coming right back here!"

Kara smiled wearily. "That's fair."

"Good." Turning, Power Girl headed out of the Fortress, taking to the sky, and heading for home. Reaching the Institute in a matter of minutes, she darted in through an open window, and made her way to her and Clark's room, flopping down on their bed, and letting her weary eyes close, allowing the lingering scent of Clark's hair on the pillow lull her to sleep…

_RRRRRIIINNGG!_

The ringing of the phone yanked Alison painfully out of her slumber. Groaning, she checked the clock: an hour had passed since she'd flopped down.

And she _still_ felt like crap.

As the phone rang again, a groggy Alison picked it up…

…and got the shock of her _life._

XXXXXXXX

_U.S. Congress, Washington, D.C._

"Captain, you are certain that this crisis is over?"

Standing before Congress along with Agent Pryor, General Fury, and Captain America, Reed and Sue could only watch as the Captain answered Senator Martin's inquiry. "I'm certain that we no longer have anything to fear from Superman, Senators," he answered. "As for this…"Bizarro," I honestly couldn't say; ever since our first encounter, we haven't heard hide nor hair of him."

Senator Kelly scowled. "So there just _happens_ to be an evil duplicate of Superman, that shows up right where you can see him, only to never be seen again?" he asked. "Am I the only one that sees something fishy about this?"

Cap's eyes narrowed. "With all due respect, _Senator_, my team and I _saw_ this Bizarro with our own eyes; furthermore, we _heard_ Bizarro implicate himself in the attacks, _clearly_ exonerating Superman. As far as we're concerned, he and the League are _clear._" His tone turned wry. "I hope you don't expect us to be sorry that their innocence mucks up your political scheming."

Robert grimaced. "J-Just what are you implying, Captain?"

Cap arched an eyebrow. "Just what are you _suggesting_, Senator?"

With a guilty chuckle, Senator Martin stepped in to save his colleague. "Tell me, Captain, do you have any idea where Bizarro could have come from?"

"I'm sorry, sir, but I honestly couldn't say."

Isaac nodded. "Doctors?"

"Based on what we've heard from Professor Xavier," Reed answered, "we can safely assume that this Bizarro creature is a defective clone of Superman, created from a small sample of Superman's DNA, though how such a sample was obtained is anyone's guess."

Isaac grimaced. "My God…how could such a thing be done?"

"In this day and age, Senator, the mechanics behind cloning are relatively simple," Sue said. "As long as you have a genetic sample, the only real boundaries in the way of cloning are ethical…which was obviously no problem for Bizarro's creator."

Robert jumped in. "So there _is_ a rogue Kryptonian out there!"

Sue sighed. "An artificially created Kryptonian, yes."

Isaac spoke up. "General Fury, Agent Pryor, do we have any possible suspects?"

"None so far, Senator," Madelyn answered. "Initially, we had tracked a supersonic signature – initially thought to be Superman – over Latveria, but almost immediately after that, we detected the Latverian air force mobilizing over their airspace, and it's still on high alert."

Nick nodded in agreement. "It looks like Doom was as spooked by Bizarro – or a rogue Superman – as we were," he muttered, "though my gut still says otherwise."

Isaac seemed satisfied with that. "I trust you'll continue to monitor the situation, then."

"Like a hawk."

"Good," Isaac said. "I move that we adjourn. All in favour?" The chorus of "Aye" echoed through Congress, prompting the Senate to head out.

As Cap, Reed, Sue, and Madelyn emerged, Ben and Johnny were waiting for their two teammates. "Stretch? Susie?" Ben asked. "How'd it go?"

Reed managed a weary smile. "A lot better than the last one."

Johnny looked uneasy. "So…there really _is_ a clone of the big guy, flying around?"

Madelyn nodded. "I'm afraid so."

Sue grimaced. "God…I feel like I'm going to be _sick…_"

"I _hear_ ya, Susie," Ben agreed. "That's a darn spooky thought."

"_No!_" Sue cried. "I…I think I'm going to _throw up..!_" Her expression was green as her hands flew to her mouth, before she bolted off towards the washroom.

Cap gulped. "Is she okay?"

Reed looked nervous. "We don't know; Sue's been like this for the past day or two. It must be some kind of stomach bug," he answered. "I'd better go check on her…"

As Reed headed after his wife, Cap frowned as he saw General Fury walk towards them. "If you'll excuse me, I'd best head back to the Triskelion." Glancing to his employer, he managed a curt, "General," before walking away…

"Rogers, if you've got something to say, _say_ it."

Cap had only taken a few steps when Nick's voice stopped him. he glanced over his shoulder. "Sir?"

"I think I know enough to know when you've got something on your mind, Rogers," Nick said. "Out with it."

Cap's stare was icy. "I think the General already knows of my initial reluctance to accept our last mission," he muttered, "which was _before_ certain facts came to light."

Ben arched a rocky eyebrow. "What, like how Supes was innocent, all along?"

Nick scowled. "News _does_ travel fast. Damn if Jameson doesn't know his trade."

Cap's glare hardened. "With respect, _sir_, you sent us after an innocent man – one which you had _no_ intention of investigating!" he ground out. "God…you actually had us think..!"

"…the same thing _I_ thought, Captain: that Superman _had_ gone rogue, and that we needed to bring him in A.S.A.P.," Nick finished. "The only thing that's changed about that op is that we were after the wrong Kryptonian." His eyes narrowed. "I think you _should_ return to base, soldier; until we collar that clone, we're still on high alert." Still scowling, Cap saluted, before he strode out.

Anxiously chewing the side of her lip, Madelyn turned to the General. "Sir?" she inquired. "Is there anything else you need me for?"

Nick shook his head. "No, Agent Pryor; for now, you can head back to the Institute. Keep us posted about Superman's absence."

Johnny snorted. "Gee, ever think to, oh, I don't know, help _look_ for him?"

"We have other priorities."

Ben scowled. "Course ya do." Nick gave no response; he only walked off.

Turning towards Ben and Johnny, Madelyn sighed. "Could I bother all of you for a lift?"

"No problem, lady; we was headin' that way, anyway," Ben said. "Figured you guys could use a hand lookin' for Supes…soon as Susie's feelin' better."

Madelyn smiled. "It's nice to know _someone_ cares," she replied. "I'll meet you outside." With that, she turned and headed out.

It had been a long three days.

XXXXXXXX

_Daily Bugle_

The buzz throughout the Bugle's office was louder than ever, but Chloe paid it no mind; all she could think about was the empty desk-space next to hers.

The desk-space where Clark's name sat, dulled with several days of dust.

Stricken, Chloe tried to return to her paperwork, but her thoughts kept drifting away; she hadn't seen a trace of either her Kryptonian co-worker _or_ his caped alter-ego, not since the impromptu revelation of his dual identity. At first, she'd thought it was just due to him tracking down Bizarro…

…but after Superman had been eerily absent in the New York skies, the past few days, she wasn't sure, anymore…

"Still no sign of him?"

Looking over her shoulder, Chloe found and equally-worried Peter standing behind her. "Not a trace," she answered. "What about you, Pete? Have you seen him?"

His expression grave, Peter shook his head. "Nada, Sullivan; total _bupkiss._"

Chloe gulped, as she glanced towards Mr. Jameson's office…which Peter had likely just come from. "_Please_ don't tell me he's fired."

"You know, that's where it gets _weirder,_" Peter replied. "JJ never mentioned him, at all; I even mentioned him – by accident, mind you – and all he said was, "Well, he does have some vacation-pay coming.""

Chloe suppressed another gulp; that response actually felt _more_ unnerving, given her and Clark's suspicions of what their boss could know. "You're kidding."

"I kid you not."

Chloe sighed. "So, what now?"

"Now I have to get back on the street," Peter said. "Ever since the article "_Super-Setup_" sold out, JJ wants every photographer's eyes on the sky; he wants photos to support tomorrow's "_Superman on Vacation?_" story."

Chloe chuckled. "Good luck with that one."

"Yeah; I'm gonna need it," Peter answered. "See you later." With that, he headed off, leaving Chloe to her paperwork…

_Rrrrriinngg!_

Startled out of her paperwork, Chloe followed the ring-tone back to Clark's desk. As the phone rang out again, Chloe absently chewed her lip; for all she knew, it could be one of Clark's teammates in the Justice League trying to reach him…but it could _also_ be a lead on where he was..!

Her gut instincts overrode her fears; grasping the receiver, she answered. "Hello?"

"_Hello? Is this the Daily Bugle?_"

Chloe instantly recognized the voice. "Mrs. Kent, hi!" she exclaimed, her face brightening. "It's me, Chloe! You know, Chloe Sullivan?"

There was a moment's pause, before Mrs. Kent answered. "_Oh, Chloe, dear, hello! I had no idea you were working at the Bugle! I…I did call the right number..?_"

"Sure did, ma'am!" Chloe said. "Listen, as long as I'm talking to you…"

Martha beat her to the punch. "_Is my son there? I need to speak with him._"

Chloe paused. "I…haven't seen him in the past little while, Mrs. Kent."

Martha's tone dimmed, turning quiet…which she only did when she was _really_ worried. "_I…I see._"

"Is something wrong?"

"_It's…it's silly, dear, but…I just…I have the feeling that something's terribly wrong,_" Martha answered. "_It feels like it's right on the tip of my tongue; I just can't put my finger on it._"

Chloe felt herself go pale. "When did you first notice this?"

"_Oh, it must have been about…about three days ago,_" Martha answered. "_I don't know; perhaps it's just senility setting in. I'm sorry to bother you, honey._"

"No problem, Mrs. Kent," Chloe said. "I'll…talk to you later."

As the call ended, Chloe was silent – now she _knew_ something was up; everyone in Smallville _knew_ that Martha Kent's intuition was the next best thing to _Gospel_, and for it to start acting up at the exact same time Clark was last seen..!

She _had_ to let Clark's friends know…and she knew exactly how to do it.

Leaving her desk as discreetly as possible, Chloe slipped out of the office, heading up to the Bugle's rooftop; making sure no-one else was there, she took out her phone, and made a call…

"_Hello? Xavier Institute, Charles Xavier speaking._"

Chloe hoped that the Professor's mighty brain couldn't listen through cell-phones…or at least had better things to do than pick her brain. "Professor Xavier? Chloe Sullivan," she said quickly. "I was just…doing a little follow-up on my visit, a few days ago; is Alison available?"

"_Just a moment, Miss Sullivan; I'll put you through._"

After a few seconds and several beeps, another, groggier voice answered. "_Ugh…hello?_"

Chloe suppressed a guilty smile at Alison's tone – she must have been searching for Clark, non-stop. "Hey, Ali."

"_C-Chloe?_" Alison murmured, starting to perk up. "_Hey…_"

Chloe chuckled. "Rough few days?" Her tone turned serious. "Look, I think I have a lead on…your missing teammate."

Now Chloe _knew_ Alison was awake. "_Chloe…how..?_"

Chloe took a deep breath. "I know, Ali."

"_You…know..?_"

Chloe suppressed a guilty smile. "That you and Clark are together."

There was a moment's silence, right before anxious stammering filled her ears. "_Wh-Wh-Wha..?_"

"It's okay, Alison; I've known for the past few days, and since you likely haven't seen any scathing exposes in the news, you should know that I can be trusted," Chloe said. "I just got a call from Mrs. Kent."

That calmed Alison's hyperventilating enough for her to listen. "_What did she say?_"

"That she knew something was wrong," Chloe answered. "And the fact that she started feeling this way right around the last time I saw your boyfriend tells me that they're related, somehow."

Chloe could practically _hear_ Alison's nervous expression. "_We'll definitely look into it,_" she said.

"Good. I hope you find the big lug." Managing a smile, Chloe added, "And when you do, tell him to get his blue butt back over here; I am _not_ doing his paperwork for him!"

Alison laughed. "_I'll be sure to tell him,_" she said. "_Thanks for telling me, Chloe._"

"No problem, Ali. Good luck." Ending the call, Chloe headed back down into the office, trying to get back into the right frame of mind…and failing miserably.

She hated feeling so helpless, knowing that one of her oldest friends – who happened to be the Man of Steel – was lost, somewhere, and that there was nothing she could do…

XXXXXXXX

_Xavier Institute_

Sitting in the Institute's living room, her eyes buried in the lines of her book, Anita never noticed the large silhouette in the corner of her eye until the heard the tell-tale _scritch-scratch_ of graphite gliding over paper. Closing the book, she suppressed a smile. "I trust this pose is satisfactory?"

His face creased in his adorably embarrassed smile, Piotr looked up from his sletch-pad. "_Any_ pose you take is satisfactory," he answered.

Keeping her smile under control, Anita tilted her head in an almost-shrug. "True," she teased, "but I had _thought_ I had asked to be informed before being captured on canvas; I would _hate_ to think that you've been sketching my bad side."

Piotr grinned. "Then you should not worry; you _have_ no bad side."

Finally allowing her smile to show, Anita glided towards Piotr, settling beside him, letting their shoulders touch. "_Splendid_ answer, Mr. Rasputin," she cooed, glancing over his shoulder at his canvas – as always, Piotr had captured her likeness masterfully, rendering a perfect image of her sitting in the chair, her eyes skimming through her novel…but _this_ image also had a likeness of Illyana holding onto the back of the chair, peering down at the book, smiling impishly as she went unnoticed. "Where did you get the idea to add Illyana in?"

Now it was Piotr's turn to laugh. "What idea? She started watching you several minutes ago!"

It was only then that Anita heard the tiny giggle, as she caught sight of the tip of a golden pigtail sticking out from behind the corner. Feigning outrage, she gasped. "That little _scamp!_"

Piotr chuckled. "You should see her before Christmas; Mother and Father always had to move presents around so she could not find them!" he answered. "I was not surprised – you were lost in that book."

Anita nodded. "Well, after the past few days, I had to find _some_ way to get my mind off of…"

She froze, her thoughts turning grim as she finished her sentence in her mind.

Following her thinking perfectly, Piotr's expression matched hers. "We will find him, Anita."

Anita suppressed a sniffle, fighting to keep her composure. "I hope so…"

With a gentle finger, Piotr brushed away the forming tear in the corner of her eye. "I _know_ so." Smiling wearily, Anita leaned into the gesture, her eyes closing in perfect trust; Piotr mirrored her motions, inching his mouth closer to hers, until their lips touched.

They held the kiss for several beautiful seconds until they pulled back, keeping their faces close enough for their noses to touch; close enough for their breath to mingle together. "Princess…_Anita,_" Piotr amended, "I have to know: what are we?"

Anita's expression turned stricken. "Piotr…"

"I know, I know – I should not ask," Piotr answered. "It is just…you _know_ how I feel about you…"

Anita quieted him with a finger to his lips. "I _do_ know, Piotr," she pleaded, trying to order her conflicting feelings. "It's just that…if my father…he would…he'd planned for me to…to…"

Her voice trailed off, as her thoughts began to come into terrible clarity, bringing new theories to life – theories that, a year ago, would have filled her with pride at her sire's brilliance…but now _horrified_ her.

Among Kal's colleagues, the working theory was that Shinobi Shaw had created Bizarro from Kal's blood, and was behind Kal's disappearance…but the same evidence that pointed to him could _also_ lead to another…

She _had_ to know, one way or another.

"Piotr," she whispered, "I…I need to step out, for a moment."

Piotr blinked. "Why?"

"I just…have a few errands to run."

Piotr frowned worriedly. "Something is wrong," he said. "Please, let me help."

Anita grimaced; she should have known he'd see through her. "You cannot, Piotr; this is something I can only do alone," she murmured.

Piotr was silent for a long moment. "I do not know…"

Anita fought back tears. "Trust me?" Her tone of command was completely gone, instead replaced by a desperate plea, born of an equally desperate hope that she had not completely ruined what she had come to view as her _home._

Piotr regarded her quietly for several seconds…before he smiled warmly. "I trust you."

Smiling radiantly, Anita kissed him, again. "I'll be back soon," she promised. "It'll only be a quick hop; you won't know I'm gone!" With that, she hurried up to her room, shutting the door behind her. Her privacy ensured, Anita concentrated, gathering her energy as she wove a teleportation spell; in seconds, a cloud of green haze enveloped her, taking her away…and depositing her in Castle Doom.

Emerging in the stone halls of her father's stronghold, Anita could only note the chill that she now felt in the place she had once called home…though she suspected that the chill she felt was from her horrible realization. Steeling herself, she headed deeper into the castle. '_Please let me be wrong…please let me be wrong…_'

"You am Sister!"

At that baritone shout, Anita froze, turning to find a hulking, pallored caricature of Kal, complete with uniform, standing not twenty feet away from her.

Bizarro. He was here…and she had no way to stop him, not when he was in such close quarters..!

Before she could finish her thought, the imperfect clone darted towards her at impossible speeds, reaching her in nanoseconds as he raised his massive arms…and _hugged_ her. "Me am so happy you am here, Sister!" Bizarro exclaimed, oblivious to the fact that Anita was turning blue. Thankfully, he let go before her lungs imploded, grinning inanely as he ruffled her hair in what she _supposed_ was an affectionate gesture, but ended up nearly giving her whiplash. "You am so pretty, Sister!"

Anita could only blink, torn between gaping at this behaviour from their adversary, and grimacing as she rubbed her sore neck. "Um…thank you..?"

A low chuckle interrupted them both. "_Now, Son, you shouldn't bother your sister; she's had a big trip,_" came Doom's voice, as the Lord of Latveria walked into view. "_Go and play, now; your sister and I need to talk_."

"Okay." With that, Bizarro lumbered off.

Noting her bewildered expression, Doom folded his arms. "_I gather you are confused, my child._"

Anita was feeling a lot of things – nausea, horror, and a terrible foreboding – but not confusion. "You…created..?"

"_Cloning technology is hardly new, Anita; all that was needed was a genetic sample, which Shaw was glad to provide._"

Anita fought to keep her breath in check. "But…why..?"

Doom sighed. "_I suppose you would have found out, sooner or later,_" he remarked. "_Come._" With that, he walked off, as Anita could only follow.

As her father led her into a chamber deep in the castle's deepest catacombs, Anita felt the chill's grasp on her spine tighten…but that was nothing compared to the utter, abject _horror_ she felt as she stepped through the door, and saw Superman, lying on an altar, an obsidian ring encircling his head, utterly still.

_Deathly_ still.

"_He is alive,_" Doom said, as if sensing her thoughts. "_The Circlet of Morpheus – acquired from my dealings with the barbarian dolt Attuma – keeps Kal-El's consciousness in a state of endless dreams; he is not even aware we are here._"

Anita managed to find her voice. "You're…_torturing_ him..?"

"_I am no monster, my child; I modified the Circlet to enshroud his mind in a representation of his fondest wishes,_" Doom said. "_For all intents and purposes, his conscious mind is in paradise, which both serves to subtly guide his conscious mind to our way of thinking and to allow me to probe his unconscious memories and access his people's knowledge._" His tone soured. "_Unfortunately, his unconscious has proved as obstinate as his conscious – the boy will not cooperate, as of yet._"

That last bit managed to soothe some of Anita's fears – that Kal, at least unconsciously, was resisting – but not nearly by enough. As memories of the past year – the countless past incidents – began to fall into place, she managed to keep her voice calm. "This…this is what you were planning..?"

"_You are surprised?_" Doom answered. "_You know as well as I that the boy's stubbornness has hindered our agenda, in the past; now, he will at last be what we both desire – heir to me, consort to you. Is that not what you wished, my child?_"

Anita struggled to keep calm. "It's…just a bit of…of a surprise," she murmured. "I had no idea that this was your strategy."

"_It was an unfortunate necessity, daughter; given your proximity to telepaths, the risk of my plan being discovered was too great,_" Doom said. "_Fortunately, the necessity of your presence at the Institute has now passed; you will return to Latveria. You have served me well, and may come home._"

Anita thought fast. "I…I will need some time, Father," she whispered. "I will have to give some reason, lest the X-Men suspect me."

"_Of course, Anita. I shall expect your return by day's end._"

"Yes, Father. By your leave." With a low bow, Anita wove a teleportation spell, whisking her away from Castle Doom.

Returning to her bedroom, Anita made sure her door was locked…before she threw herself onto her bed, and _cried._

She cried for what her duplicity had brought Kal and the others to.

She cried for the anguish she had caused them in the past.

She cried for what her father would do to Kal, and what he would have Kal do.

And she cried for what she knew she had to do.

She knew that the old Anita – the Anita who was her father's catspaw, his sword, his most cherished child and agent – would have been shocked to indignant rage at the thoughts racing through her head…but even the old Anita – whose pride would have accepted Kal's affections through nothing less than her being _better_ than that Blaire twit – would have been horrified at this.

Her father would have Kal – his power, his intelligence, and his wonderfully stubborn wilfulness – as nothing more than a puppet, an empty shell.

It would be a betrayal of her new family, worse than _anything_ she'd done in the past.

She couldn't betray her father.

She couldn't let this happen to one of the dearest friends she'd ever had.

Stifling her sniffles, Anita stood up, and walked out of her room, her decision made.

She could only hope it was the right one…and that Kal could resist the illusions her father had created…

XXXXXXXX

_Hall of Science, Kryptonopolis_

"_Father, this robe itches! Do I have to wear it?"_

_Walking towards the spherical Science Hall's auditorium, clad in a blue bodysuit with his crest emblazoned in red and yellow, matched by a bright red overcoat-styled outer robe, Kal turned towards his son, clad in a smaller, silver-black version of his own garb. "Yes, Jay, you have to," he chided. "This is a very important night for your mother, understand?"_

_Jay sighed. "Yes, sir."_

_In her luminous white robe, Lira was skipping a few steps ahead of her father and brother, staying within sight, but her skip broke into a run as she saw two familiar shapes, up ahead. "Grandma! Grandpa!"_

_As her granddaughter ran up to her, hugging her legs, Lara knelt down to hug her. "Oh, my goodness!" she exclaimed. "Lira, you look so pretty! I almost didn't recognize you! You're so __**big!**__"_

_Softly chuckling, Jor looked to his son and grandson. "Well, Jay? Doesn't your grandfather get a hug?" Jay looked apprehensive at first…before he grinned, and ran to give his grandfather a hug._

_Kal could only smile. "I'm so glad you could make it," he said._

"_We almost didn't," Lara said, standing up as Lira took her hand. "A certain __**someone**__ had to double-check his results in his lab!"_

_Jor could only smile sheepishly, but before he could respond, another voice interrupted him. "So, my old Lieutenant still sticks his nose in his machines, eh? It's good to see little has changed!"_

_Recognizing the voice instantly, Jor-El turned to his oldest friend. "Developing an appreciation for the arts, Zod? Rao preserve me, now I __**have**__ heard everything!"_

_Clad in his black-and-silver bodysuit and cape, his stylized 'Z' crest emblazoned on his chest, his short dark hair and beard sporting one or two additional grey streaks, High General Dru-Zod smirked. "Well, given that all of Krypton is raving over the cadet's woman, I had to see what the fuss was about!"_

_Kal was instantly at attention. "General, sir!" he exclaimed. "I…I had no idea..!"_

_Dru waved him off. "At ease, Cadet; you lost the right to call me "sir" when you were discharged," he said. Glancing to Jay and Lira, he arched an eyebrow. "Your children, I presume?"_

_Kal nodded, gently motioning his kids forward. "Jay, Lira, you remember your Uncle Dru, don't you? My godfather and former commander?"_

_Jay gulped, lightly bowing. "Hello, sir."_

_Lira just hid behind her father's leg._

_Dru arched an eyebrow at Lira's reaction. "Her mother's side, I take it?"_

_Lara gently poked him with her elbow. "Oh, stop it, Dru," she chided. "She's just a child!"_

_The General shrugged. "Well, given that most grown __**men**__ experience incontinence when standing against me, I suppose I can make allowances," he said sternly…but the faintest tick of his right eye gave away his joke._

_Kal chuckled. "General, you're all heart," he said, before looking to his father. "Have you heard from Uncle Lin and Aunt Zira?"_

_Jor sighed. "I'm afraid my brother and sister-in-law are otherwise occupied; Kara told me herself," he answered, before he brightened. "Apparently, they're on the verge of locating Von-El's legendary sword!"_

_Kal's eyes went wide. "Wow, that is something!"_

_Lara nodded. "Kara and her parents both send their love, and to wish Alia the best of luck…not that she needs it."_

_Kal's expression turned slightly sad. "And…Grandfather Saer?"_

_Jor's expression matched his. "No word."_

_Lira pouted. "Daddy, why is Great-Grandpa such a meany-butt?"_

_At that, the entire group laughed, as Kal knelt down to his daughter. "Well, sweetie, your Great-Grandfather is kind of old-fashioned; he didn't like your Grand-Uncle marrying your Grand-Aunt, and he doesn't like the fact that your Mommy is from Earth."_

_Jay frowned. "But why, Father?"_

_Kal shrugged. "Well, son, sometimes people – even really smart ones like Great-Grandfather Saer – hold onto really dumb ideas. All we can do is live our lives, and hope that our example helps them see they're wrong." He turned to Lira. "But you shouldn't call people names, Lira; that's mean, too."_

_Lira wilted. "Okay, Daddy."_

_Jor chuckled. "Well, everyone, we shouldn't keep Councillor Wazzo waiting; we'll be sitting with her, tonight." With that, the little group headed into the Science Hall's auditorium._

_By the time they got to the auditorium, it was nearly filled to capacity; they were just barely able to get to the private box where Councillor Wazzo and her fellow diplomats were waiting for them. Seeing them walk in, Councillor Wazzo smiled. "Councilman Jor-El, you made it!"_

"_Former Councilman, Winema; I retired several years ago. Today, I am content to tinker with my machines," Jor answered. "I am content to leave Krypton's politics to my son."_

_Kal laughed. "Father, you know perfectly well my application to the Council hasn't been approved, yet."_

_Winema chuckled. "Given what I've heard of your exploits, Kal-El, I'm sure that approval is just a formality!" Glancing to Zod, she nodded politely. "General Zod."_

"_Councillor."_

_Lara spoke up. "I hope you'll forgive our surprise, Councillor, but we didn't expect to see you here; it seems an awful long trip to make for just a Kri'Nura performance."_

"_To be honest, Lara, this performance – stellar though I'm sure it will be – is only half of the reason I came," Winema confessed. "Some of my colleagues in the Confederacy wished to discuss diplomatic matters with your Council, so I agreed to help mediate the issue."_

_It was then that Kal glanced to Councillor Wazzo's colleagues; some of them he already knew – like Thanagar's Admiral Var, who was one of the more vocal proponents for Krypton sharing its technology with the Confederacy – but there was one he recognized personally._

_Turning in his seat, Victor von Doom smiled at them. "It is good to see you again, Kal-El," he greeted, before glancing to Jay and Lira. "You have a lovely family."_

_Feeling the chill grasp his spine once more, Kal gently placed his hands on his kids' shoulders. "Thank you, Mr. von Doom."_

_Victor chuckled. "While we're on the subject," he said, gesturing to the young lady beside him, "please permit me to introduce my daughter, Anita."_

_The young woman – Anita – was around Alia's age, with a similar frame, clad in a long, shimmery green gown, her long, chestnut hair tied back in an elegant bun, her emerald-green eyes hiding behind fluttery dark eyelashes, her ruby lips lightly parted as she tried to catch her breath, matching the flush in her face as she gazed at him. "Kal-El, I…I am very pleased to meet you."_

_Kal didn't bother to pick up her accelerated heart-rate; he didn't need to. "Miss," he greeted cordially. He was about to ask why Victor had come, what he hoped to gain…but the curtain promptly rose, derailing his train of thought._

_As the lights flashed to life, Alia – his Alia – walked onto the stage, clad in a shimmery, silver-white, semi-diaphnous robe – her own design – with her golden tresses in elegant waves, her soft pink lips in a secret smile, her sapphire eyes anxiously seeking his. Instantly, Kal met her gaze, holding it as long as he dared, mouthing "Good luck" to her. Alia's smile grew, as she sat upon the single, crystalline seat placed on stage for her, expanding her Kri'Nura, her hands resting on the red side of the shifting spectrum, several low tones humming for a second as she readied herself…and began._

_Alia's hands expertly glided across the blues, yellows, and greens of the Kri'Nura, her siren voice ringing through the air, perfectly blending with the tones of the spectrum, seizing the emotions of the entire crowd, carrying them with her as she sang. As her song went on, she summoned her gift; at first, it seemed to be the shifting of the Kri'Nura, but the swirling rainbow began to expand, swirling around her, growing and growing until the entire auditorium was swallowed up in a supernova of coloured light, awing the crowd and taking Kal's breath away…_

"Clarkie!" Alison laughed, her hands trembling as she tested her new Kri'Nura, sitting on the edge of their bed. "I am _never_ going to get this!"

Grinning at her, Clark sat down next to her. "For starters, Ali, you need to keep one hand on the base, so you can modulate the tones and switch back and forth as needed," he advised. "Beyond that, I can't help; playing the Kri'Nura is more art than science…which is why I always got lost at this point."

Alison giggled. "Oh, so this is something you _can't_ do, Mr. Smarty-Pants?"

Clark laughed. "Hey, you said so yourself: my singing could make Mr. Cowell run screaming from the room..!"

_Shaking his head, Kal brought himself back to the moment. 'What in Rao's name was THAT?'_

_It had felt like a memory of…of __**him**__…and yet, it __**wasn't**__ him…_

"_Your wife, I presume?"_

_Victor's voice drew him from his thoughts. "She's quite the performer, I see."_

_Nodding, Kal smiled. "The best on Krypton; probably in the universe," he agreed proudly._

"_I'm sure," Victor said flatly. "But beyond that, does she have __**any**__ useful skills?"_

_Kal frowned. "I resent what you're implying, Mr. von Doom," he replied…but he stopped before he could say more, as his hearing picked something up._

_The sound of a weapon arming itself._

_It was subtle – the faintest whine – but it was no Kryptonian weapon; this was a more primitive device…but effective enough to bother him._

_Suddenly, the whine turned into a rocket's roar, as a rocket-propelled explosive – an Earth-designed RPG – shot through the air, startling the entire crowd…_

…_as it blazed towards his Alia..!_

_As he saw his taushi's mouth open in the beginnings of a scream, Kal was already in motion, shaking the air in his wake as he flew in front of his beloved, catching the explosive by its shaft, holding it steady until its propellant ran out, disarming it with a precision eye-ray, before tossing it aside. With the weapon disarmed, Kal scanned the crowd, his thermal-vision tracing the path of burning propellant…right back to a single, fleeing silhouette of pale yellow and orange, much dimmer than the rest of the crowd._

_A __**human**__ terrorist._

_Moving like lightning, Kal grabbed the culprit by his collar, lifting him up to his eye-level, glaring at him. "Who are you?" he demanded._

_The human's gaze was baleful. "Kryptonian scum! Your kind polluted our world! It's because of __**you**__ that Earth is now infected with alien filth!"_

_Of course; this had to be an operative of one of the human-supremacist groups that had popped up on Earth in reaction to its entry into the Confederacy. "And you thought that attacking a gathering of yellow-sun-fueled Kryptonians would further your cause?" he bellowed. "Including my __**wife?**__"_

"_You exposed our planet to unimaginable threats," the lunatic raved, "so it's only fair that your kind give us what we need to defend ourselves!"_

_By then, the azure-armoured Sapphire Guards – the civilian-level police branch of the Kryptonian Defence Force – had seized the culprit, leaving Kal to ponder the madman's words, even as his parents and General Zod caught up to him. "Kal, what happened?" Lara exclaimed. "Who was that…lunatic?"_

"_A terrorist from Earth," Kal replied. "He must have stowed away on Councillor Wazzo's ship."_

_Jor looked grave. "This is troubling, indeed," he mused. "Thank Rao you caught him before any harm could be done…"_

"_I don't think he was acting alone," Kal interrupted. "One operative, in a planet like Krypton? He was crazy, not stupid."_

_Zod was instantly alert. "Then this was a diversion."_

_Kal nodded. "He mentioned that we would "give them what they needed to defend themselves;" this was a prelude to a raid!"_

_Zod caught on to his train of thought in seconds. "The Science Hall!" he shouted. "Guardsman, send every available Sapphire Guard to the Science Hall! Cadet, with me!" As the nearest Sapphire Guard saluted, Kal and Dru both darted off, shaking the air as they flew._

_Reaching the Science Hall in seconds, Kal and Zod hovered over the main sphere, scanning it with their X-ray vision; within the Hall, a dozen armed humans were swarming into the main exhibit. "Take __**everything!**__" their leader ordered._

_That was all that Kal and Dru needed to hear; dropping out of the sky like thunderbolts, the two Kryptonians crashed through the ceiling, startling the raiders before they could lay hands on so much as a food-processor. His eyes narrowed, Kal unleashed a blast of freezing breath, icing over the feet of six raiders, trapping them in place, while Zod raced forward, slamming into one raider and sending him crashing through the wall. As another raider charged him, he blocked the incoming haymaker easily, his left hand already in motion to stab into the human's left side, his iron-hard fingers easily cracking ribs and bruising internal organs; the raider howled in pain, giving Zod ample time to grab him and throw him into two more of his cohorts, knocking them through the hole in the wall._

_Frantic, one of the two remaining raiders took aim with his weapon and fired, only to grimace as the metal pellets bounced harmlessly against Zod's chest. Scowling, the General fired an eye-ray right down the barrel of the gun, superheating the next bullet in the chamber – as he'd planned, the weapon backfired spectacularly, blowing out the chamber and taking several of the thug's fingers with it. As his cohort dropped to the floor, the leader of the little band tried to flee, only to be intercepted by the brilliant blue streaks of an entire platoon of Sapphire Guards, racing to surround the Science Hall. The leader tried to turn back, but Zod was already on him, grasping him by the throat and lifting him up. "You DARE trespass upon our homeworld, you miserable little excuse for a sentient?" he thundered. "You DARE try to steal from us?"_

_The terrorist struggled to speak. "There…is nothing…greater than man!" he wheezed. "The Friends…of Humanity will..!"_

_Zod didn't let him finish. "…will have plenty of time to ponder their misdeeds in the Phantom Zone!" he snarled, before glancing to the Sapphire Guards. "Get this worthless primitive out of my __**sight!**__"_

_As the Sapphire Guards moved in, Kal quickly spoke up. "General, wait."_

"_Steady, Cadet; this psychotic primitive deserves no mercy."_

_Kal's expression was firm. "I'm not saying otherwise, sir, but we still don't know the extent of their operation; they could provide useful intel."_

_Dru pondered that. "Hmm…perhaps," he agreed. "It's good to see marriage hasn't dulled your senses, Cadet. Guardsman, take this scum for interrogation; make sure he talks." As the Guardsman led the raving human away, Zod's scowl lightened. "While we're on the subject, lad, perhaps you should check on that family of yours?" Instantly paling, Kal darted off, racing back towards the auditorium._

_By the time he'd reached the auditorium, the Sapphire Guards were already gathering statements from the crowd. Spotting his children on the stage with their mother, he hurried towards them. Lira was the first to spot him. "D-Daddy!" she cried, racing towards him and leaping into his arms as he knelt by her. "I-I thought Mommy was gonna..!"_

"_It's okay, sweetie," Kal shushed. "It's all okay."_

_After finishing her statement to the Sapphire Guards, Alia led Jay over to his father and sniffling sister. "Well, I expected a dynamite turnout," Alia joked, managing a faint smile, "but I'd honestly thought that my people shooting at me was an __**Earth**__ thing."_

_Rising, Kal embraced her. "Taushi, are you okay?"_

_Alia nodded, snuggling into her husband's arms. "I'm fine, tausha; you saved me." She smiled. "You always do."_

"_Kal-El, sir!"_

_The voice of the lead Sapphire Guard drew Kal's attention. "Yes, Guardsman?"_

"_A message from General Zod, sir; he will require your presence at the Council Chamber, tomorrow morning as part of his briefing on the situation."_

_Kal nodded. "You can tell the General I'll be there," he answered. Promptly, the Guard saluted, and strode off, leaving Kal and his family behind._

_The crisis was over; everything was fine…_

…_but for some reason, Kal still felt uneasy…_

XXXXXXXX

_Kent Farm, Smallville_

The Kansas sun was high in the sky as Martha walked out of the barn, wiping the sweat from her brow. '_Well, that's the last of the chores, today,_' she thought to herself. There was nothing else to do…

…except worry herself to an _earlier_ death over her missing boy.

Grimacing to herself, Martha shook her head, trying to clear it – there was no sense making herself sick over it, not when Clark's friends were all turning Earth upside-down looking for him…but her intuition was still nagging at her, telling her that something was wrong, that she should _do_ something. If she could only just _remember..!_

A sudden crack of thunder interrupted her thoughts, followed by another, as Alison, in uniform darted out of the sky, touching down a few feet away, followed by another blonde girl, a few years younger, in a silver bodysuit…and bearing Clark's crest.

Martha instantly knew: this had to be Clark's cousin.

Stricken, Alison instantly moved to Martha's side, giving her a big hug. "How are you holding up, Mrs. Kent?"

Martha managed a misty smile. "As well as any mother in this situation can."

Looking anxious, the younger girl held back. Alison chuckled as she noticed. "Mrs. Kent, this is Kara, Clark's cousin from…back home."

Kara gulped. "Ma'am."

Martha smiled warmly. "You're related to my son?"

"By law, Mrs. Kent."

Martha chuckled. "Why on Earth haven't you stopped by, before?"

Kara looked even more nervous. "I…I didn't want to intrude..!"

Martha just laughed. "Oh, don't be silly!" she exclaimed, moving to hug the younger girl. "You're _more_ than welcome!"

At first, Kara looked absolutely surprised by her open acceptance, but slowly smiled, gently returning the hug. "Th-Thank you…"

Alison's expression turned sad as she interrupted the tender moment. "Mrs. Kent, I heard from…a friend that you thought something was up," she said. "What did you mean?"

Martha's face fell. "It's…it's likely nothing," she admitted. "Over the past few days, I've had the feeling that…that I've forgotten something – something about Clark – but I just can't put my finger on it."

Alison nodded. "Maybe we can help with that."

Martha was about to ask what she meant, but her voice was drowned out by jet-engines, as some sort of aircraft – one of the League's Javelins – descended from the clouds, touching down in the field, as the Flash, Green Arrow, and the Martian Manhunter emerged. Seeing Martha, Flash's expression drooped. "Aw, jeez, Mrs. K, we're sorry we couldn't…"

"Enough of that, Wallace," Martha scolded. "You're not responsible for some…_monster_ kidnapping Clark."

Green Arrow looked equally grim. "We just hope that this works."

Martha looked confused. "That what works?"

The Manhunter stepped forward. "Mrs. Kent, given that you reported feeling this way since the last time Clark was seen, it is possible that what you feel may be a repressed memory," he offered. "With your permission, I would like to enter your mind and try to recover it; it may be nothing, but…"

"If it will help find my boy, then _do_ it."

At a nod from Alison, the Manhunter gently placed his hands to her temples. "You're sure..?"

Martha's jaw clenched as she nodded. "Do it." With that, the Martian's ruby eyes glowed a brilliant white, as Martha felt something tickling the front of her mind…

"_You are back at the farm, three days ago, Martha,_" came the Martian's – J'onn's – mental voice, echoing across her psyche. "_You can see yourself at your daily routine._"

Martha felt herself nod, as she saw herself working on the tractor. "I…I'm fixing up the old tractor; it's almost time to start seeding the fields…"

"_Move forward a little, Martha; it's now the last time we saw Clark. Think of what you were doing then…_"

A shadowy silhouette appeared at the edges of her vision. "S-Someone is here!"

J'onn's voice became urgent. "_Who is it, Martha? Can you see who's there?_"

Martha strained to see, but the figure remained dark. "He's…he's familiar, but I can't tell; he…he doesn't want me to know…"

Her vision shook, as Superman landed hard, rushing straight at the figure. "Clark is here! Whoever this is, he's fighting him!" The two clashed for several seconds, until Superman staggered back. "Clark's hurt! I have to stop him!"

Martha saw herself rush towards the stranger, only to stop at a gesture from him. "He…he stops me, somehow; he's doing something to my mind! _He_ made me forget!"

"_Look at him, Martha – you can see him, now! He can't hide from you! Tell us who he is!_" Martha concentrated, looking hard at the shadow…until her other self was gone, and _she_ was standing in front of him.

Green cloak.

Yellow eyes.

A monster in organic metal skin.

For the past two years, he'd tried to hurt Clark…and now he was doing it, again..!

The sheer force of the realization broke J'onn's link, sending him stumbling back, as Martha screamed out her accusation.

"_DOOM!_"

Her cry made everyone _freeze._ "_Doom?_" Alison repeated. "Doom took Clark?"

In tears, Martha nodded. "It…it was him!" she cried. "Oh, _God_, how could I forget that? H-He…t-that monster took my _baby..!_"

Flash's eyes narrowed. "We'll get him back, Mrs. K.; we _promise._"

Alison looked stricken. "Guys, we can't leave her here," she said. "Doom could come back for her…"

J'onn nodded. "We'll have to take her back to the Institute; she should be safe, there."

A tearful Martha could only nod. "W-Whatever helps get my boy back, safely." With that, she let Alison take her by the shoulders, and lead her onto the Javelin, followed by the others.

She hoped that Clark was okay, and that what she'd told could help get him back…but the pessimist in her told her that this wasn't over.

Not by a long shot.

XXXXXXXX

_Castle Doom_

By mid-afternoon, black clouds had gathered over Castle Doom, filling the air with distant rumbling, but Doom paid it no mind. Gazing out at his kingdom from the castle balcony, the Lord of Latveria crossed his arms, fighting down the tide of unease settling in his stomach.

Kal-El's reeducation was taking _far_ too long – he'd expected the boy's will to break _long_ before now, but he still persisted.

On some level, the boy would _not_ accept the Circlet's illusions.

That fact only compounded Doom's unease, he reflected; in taking the whelp, he'd left too many loose strings undone – the Kent woman, Bizarro…

"Daddy!"

As though thoughts of him had summoned him, Doom's creature lumbered onto the balcony. "Me am go help people, now, Daddy?"

Doom sighed to himself. "_No, Son; I've already told you. There are people out there who would capture you and hurt you; it's not safe, yet._"

For a moment, Bizarro looked ready to argue, but he suddenly clutched his head. "Me an have headache, Daddy!"

At that remark, Doom arched an eyebrow. "_Oh?_" Bizarro nodded. "_Well, then, we'd best have a look at you._"

Heading towards his lab, with Bizarro following behind, Doom reached the facility in minutes, taking out a scanning tool and passing it over Bizarro. Once the scan was done, Doom quickly collated the data, while Bizarro looked on. "Me am okay, Daddy?"

Doom simply regarded the data for several quiet seconds…before softly chuckling. "_You're fine, Son,_" he answered. "_Just a little sniffle; nothing more._" His tone turned grave. "_You wanted to go out, didn't you? To help people?_"

Bizarro nodded emphatically. "Me am can go?"

Doom's hand rested on his shoulder. "_Son, I need your help,_" he said imploringly. "_It is possible that someone could attack us from the air; I have deployed my air-fleet around our home, but if they got through…_"

Bizarro perked up. "Me am can help!"

Doom smiled. "_I knew I could count on you, Son._" Beaming, Bizarro quickly darted off.

As the sonic boom told him the creature was out of earshot, Doom chuckled grimly to himself; it seemed at least one of his problems was about to solve itself.

He supposed he shouldn't have been surprised: with the compounded difficulties of the genetic material being degraded by Kryptonite, the necessity of using _human_ cells to house the DNA causing extreme cellular strain in synthesizing the needed cellular products, and the high internal levels of solar radiation, it was a miracle the creature had lasted as long as it had…

…but it wouldn't last much longer; Bizarro's headache was but the first symptom of his body falling apart from the inside. He'd be lucky if he lasted a day.

Still, it was unavoidable; the creature had served his purpose in allowing Doom to capture Kal-El, and dissecting his corpse would provide greater insight into Kryptonian physiology.

If the creature had to die, then so be it.

It no longer mattered; Doom would soon have what he required.

XXXXXXXX

_Xavier Institute_

'_X-Men, X-Force, report to the briefing room; we have an emergency._'

At their mentor's telepathic summons, the entire student body suited up and headed to the lower levels; as they poured into the briefing room, they found the Professor, J'onn, Wolverine, Madelyn, Storm, Beast, Mystique, Power Girl, Kara, and the Fantastic Four waiting for them. "What's the situation, Professor?" Cyclops asked.

Professor Xavier's expression was positively _ill._ "I am afraid that the unthinkable has happened," he said softly. "We have reason to believe…that Superman's identity has been breached."

Phoenix went pale. "_No…_"

Iceman's expression mirrored hers. "H-How?"

"We do not know how it happened," J'onn supplied, "but based on a memory we recovered from his mother, we have no other explanation; Superman's identity has been compromised by the one who took him."

"Who?" Phantom cried. "Who would do that?"

Cannonball gulped. "Who _could_ do that?"

Siryn lowered her gaze.

Power Girl's jaw clenched. "_Doom._"

No-one spoke for a good _minute_ at that. "D-D-_Doom?_" Jubilee cried.

"That…that _psycho_ has him?" Scarlet Witch cried.

Wolverine scowled. "Looks like it," he muttered. "That tin can figured out who Flyboy was, and hit him right where it _hurt._"

Mr. Fantastic nodded. "Based on what you've told us, Doom must have created this 'Bizarro' to serve as a distraction…"

"…while he went after Supes' Mom," the Thing muttered. "That kinda low-down dirty fighting's _right_ up Vic's alley."

Shadowcat looked ready to faint. "Is Mrs…is his Mom okay?"

Storm nodded. "We have her here, in case Doom tries anything else," she replied, "but at this point, I don't think he's interested in her, anymore; to him, she's likely served her purpose."

"_Has Doom attempted to breach the Fortress?_" Android asked.

Sue shook her head. "Since we're all still here, and not under gunpoint from the Fortress' weapons, I'm assuming no."

Kara nodded. "Kurox hasn't detected any intrusions since three days ago," she concurred, "so, at least for now, it's safe."

"Yeah, but for how long?" Leviathan asked. "Who knows what that psycho is doing to..?"

"What he's always tried to do."

Siryn's voice startled everyone. "He's trying to bend Kal to his will, like he's always tried in the past."

Beast arched an eyebrow. "Anita?" he asked gently. "What do you mean?"

Siryn gulped. "Kal…is in Castle Doom, in a chamber in the lowest levels," she whispered. "If we move quickly, we can save him."

Mystique's eyes narrowed. "And _how_ exactly do you know this?"

Siryn's eyes welled with tears. "There's no _time!_" she cried. "If we don't hurry, there's no _telling_ what he'll do to Clark..!"

At that word – that name – Siryn's hands flew to her mouth, but the wide-eyed expressions of everyone else told her she was too late.

Power Girl was pale. "_What_ did you say?" she cried…as her eyes narrowed, glowing a deadly gold. "It was _you_, wasn't it? _YOU_ told him!"

In less than a second, Power Girl was a flash of silver, grabbing Siryn by the neck and pinning her to the wall, her free hand gathering a light-blast. "All this time," she hissed. "All _along_, you were just suckering us into trusting you!"

Quickly, the others moved to stop her. "Ali, _cool_ it!" Boom-Boom exclaimed.

"She's our only lead!" Roberto added. "She obviously knows what happened, so she can lead us to..!"

"Are you guys _kidding_ me?" Power Girl exploded, ignoring Krypto's whine at her feet. "_This_ is probably _part_ of the plan! Just like I first _said_ she would, she ratted Clarkie out to her old man, and _then_ came back to lead _us_ into an ambush..!"

"He already _knew!_" Siryn wailed. "I only just found out, minutes ago! He took Clark without me telling him _anything_; he found out on his _own!_"

"What, we're supposed to _believe_ that?" Power Girl snapped. "I actually thought you were _something_ like a friend, even when part of me was _screaming_ at me not to…and I was right, _all ALONG!_"

Siryn was in tears, now. "P-Please," she sniffled. "I'm telling you the _truth…_"

Rogue scowled. "Whah should we believe ya _now_, ya damn _turncoat?_"

"Fool us once, _petite,_" Gambit muttered. "Fool us _once._"

"So, what should we do with her?" Avalanche asked.

"'Tis too big a risk to leave her here," Wolfsbane said. "I gather that Fury might want to 'ave a talk with..!"

"I believe her."

Colossus' quiet but firm voice silenced them all. "If she _was_ going to lead us into a trap, why would she even come back here?" he reasoned. Turning to Power Girl, he added, "Why even risk your reaction by telling what she knows? These are _not_ the actions of an enemy, comrades."

The others hesitated, but Power Girl didn't let go. "Oh, so you're an expert on her now, Rasputin?" she snapped. "You spent over a _year_ dealing with her, before now?"

Colossus' expression turned sad. "No, Alison; I am sure that the Siryn you knew _would_ have turned Superman over to Doom," he said. "But I do not think that Anita _is_ the Siryn you knew…and I don't think _you_ do, either."

Power Girl hesitated. "If…if it wasn't for her..!"

Colossus continued right on. "Even if it _is_ a trap, we have no choice," he said. "We must rescue Kal at all costs; if Anita can help us do so, then the choice is obvious."

Her fist lowering, Power Girl glared at Siryn, who stared tearfully back. "I didn't want this, Blaire," she murmured. "Even when we were foes, I _never_ wanted what my father is planning, now."

Her glare dimming to a low glower, Power Girl let Siryn go. "_Don't_ make me regret this."

"Okay," Iceman said carefully, "now that _that's_ settled…just how the _heck_ are we gonna bust into Doom's place?"

Madelyn nodded. "Just getting _close_ to Doomstadt will be tough; Doom has mobilized his air-fleet around the borders. At first, we thought it a response to Bizarro…but now that _that_ theory's out the window…"

"Doom's fleet will be a major obstacle to reaching Castle Doom," Mr. Fantastic noted, "especially since he's built a super-flagship."

"Yeah," Havok agreed. "Me and Scott actually saw it, last year; that thing's _spooky._"

Kara's eyes narrowed. "Not by _our_ standards," she promised. "The _Argo_ can fly _rings_ around it; give me five minutes, and..!"

"No, Kara; if we punch through Doom's front lines, he'll know something's up," Cyclops said. "We'll need you to pilot the _Argo_, but only to keep his main fleet _busy_, and keep him off-balance."

J'onn nodded. "With myself, Storm, Green Lantern and Hawkgirl assisting, we should have no trouble distracting Doom's main lines," he agreed, "but that flagship will be somewhat trickier."

"That's where X-Force comes in," Cyclops said. "Bobby, while the main fleet's engaged, Kara will use the _Argo_ to 'port you guys and some of the League onboard; once you're there, you take that thing _out._"

Iceman nodded. "Got it, Chief; that tin can's going _down._"

Power Girl looked grim. "That just leaves Castle Doom for the rest of us," she said. "That place is going to be a _maze…_"

"Not with us around, Blondie," the Thing piped up.

Sue nodded. "We've practically made a _career_ out of tangling with Victor – more than enough to know Castle Doom inside-out. Between us and his daughter, we'll find Superman in _no_ time."

Professor Xavier looked grave. "Reed, we couldn't ask you to put yourselves in danger for us…"

Johnny grinned. "Pass up a chance to stick it to Vic? Are you _kidding?_"

Reed smiled wanly. "You'll need all the help you can get…and if General Fury asks, we can just say we're on a research-mission."

Ben snorted. "Yeah; a study on why Vicko's such a sicko, Year Six."

Kara turned to Cyclops. "We'll need some time to prep the _Argo,_" she said. "If we'll be facing an entire fleet, she'll need to be _fully_ loaded."

"Agreed; Ali, you and Kara head to the Fortress," Cyclops answered. "The rest of us will rendezvous with the League and let them know what's happened. Let's _move!_" With that, the entire group hurried out of the briefing room, leaving the Professor behind, to prep for their most important mission, yet.

Failure wasn't an option.

Not this time.

XXXXXXXX

_Latverian airspace_

High above the mountains of Latveria, the air-fleet of the Royal Latverian Navy hovered, massed around the country's borders, stretching from the edges of Latverian territory all the way to Doomstadt. Dozens upon dozens upon _dozens_ of small, fighter-sized vessels, all manned by Doombots, flitted around the massive flagship like bees around their queen, though these drones had a far stronger sting than any insect; there were _none_ who dared to attack such a force…

_SSHHEEWW!_

Out of nowhere, a deadly green beam lanced out of the clouds, slicing through one drone, sending its rubble falling into the mountains. Quickly, the surrounding five fighter-craft turned to track their attacker, only to see Green Lantern and Hawkgirl diving out of the clouds. Raising an emerald barrier around himself and his teammate, Green Lantern easily absorbed the counter-salvo of laser-fire, dropping it the second the drones paused to reload. "All yours, Hol!"

Pulling her wings in, Hawkgirl accelerated her dive, closing on the nearest drone and smashing it to pieces with her mace. Firing two beams from his ring, Green Lantern grabbed the two largest pieces of rubble and threw them at two more drones, wrecking them and sending them spiralling out of the sky. Shayera beamed. "You sure are one exciting date, Marine!"

Green Lantern shrugged. "What can I say? I always try to show a lady a good time!" Seeing two more drones closing on them, he was about to let loose another ring-salvo, but before he could, the wind began to pick up, as the fighters were sucked into a tornado.

Descending from the clouds, her winds swirling beneath her feet, Storm focused, widening her funnel-cloud, giving her comrades enough time to get clear; darting away from the F5-plus funnel, Green Lantern and Hawkgirl watched as dozens of fighters were sucked in and ripped apart, while dozens more were blown out of formation. Her task complete, Storm dispelled the tornado. "J'onn!"

At Storm's signal, the Martian Manhunter became visible right in the midst of a cluster of five fighters; his eyes flaring white, the Manhunter reached out with his TK, pulling at the drones' innermost components and ripping them out – as if by magic, the two fighters spontaneously disassembled, falling to the ground far below. Grasping two automatic turrets with his TK as they fell, J'onn turned them on the rest of the battlegroup, blasting two more out of the sky. As the last one flew at him, the Manhunter dropped his weapons, before phasing himself into the craft, massing himself briefly, and then phasing out again…with the pilot-Doombot's processor in his hand, while the now-unguided fighter-craft spiralled out of the clouds behind him. Spotting an entire flotilla heading towards them, J'onn reached out with his telepathy. '_Kara, go!_'

Before the flotilla was even halfway to the four attackers, a third of its force was rendered inert by a pair of swirling electrostatic blasts, as the _Argo_ de-cloaked, racing through the gap left in the attack-group. Desperately, the flotilla tried to turn and give chase, but the Kryptonian Speeder was simply too fast; a handful of drones tried to intercept it, but the _Argo_ responded with a salvo from its Positron Cannons, annihilating each and every drone in its path with pin-point accuracy, soaring through the resulting explosions and making a beeline for the flagship.

As the flagship grew larger and larger in the _Argo's_ HUD, Kara kept the controls steady, not daring to engage any of the Speeder's pre-programmed attack-patterns – her instruction in flying it hadn't yet gotten that far. Over her shoulder, she called out, "We'll be on the target in a few minutes, guys; get ready to go!"

Behind her, X-Force, plus Spider-Man, Aquaman, and Green Arrow, all nodded. "You don't need to tell us twice, Kara," Iceman said, his eyes narrowing. "This one's for Big Blue."

Kara managed a faint smile at that…before she grimaced, as the HUD's evasive radar started blaring – the flagship's main cannons had started firing at them. Frantically working the controls, she managed to dodge most of the cannons, though a few impacts jostled the craft – its shields undamaged, the Speeder flitted straight at the massive craft, until it was right over its main flight-deck. "We're here! _GO!_" With that, Kara activated the teleporter beam; instantly, the blue-white wave swept over her passengers, depositing them on the flight-deck of the massive vessel below.

Her main objective completed, Kara banked the _Argo_ into a fast turn; like a wasp on steroids, the Speeder swerved out of the path of the cruiser's main cannons, flitting right under its ventral hull to shoot out past its main engines, as its pilot set up for another attack-run. She didn't have to wait long, as another flotilla of drones came at her; several quick Disruptor-blasts sent them spiralling, but another wave immediately replaced them, firing missiles.

A bead of sweat appeared along Kara's brow as she evaded the projectiles. '_Oh, dear Rao, please don't let me crash this thing!_' she prayed. '_Daddy, Mama, Uncle Jor, Aunt Lara, if you're all up there, PLEASE tell Him I'm not joking!_'

Suppressing a gasp, she turned the Speeder quickly, evading another missile-salvo while targeting the drones that had just fired; all she could do was help keep these tin-cans busy.

She just hoped the others were doing well, too…

XXXXXXXX

The second they emerged from the _Argo's_ teleporter beam, X-Force and their backup leapt into action.

As Doombots rushed straight at them, Green Arrow let loose a cluster of arrows from his longbow, piercing their metal skulls and destroying their CPUs. That same second, Spider-Man fired a web-line, pulling himself well over the next wave and landing on a wall, firing two more webs as he did, hauling his targets into the air, where a handful of lightning-blasts from Berzerker shorted them out.

Energized by the sun's rays, Sunspot took to the air, spreading waves of molten energy across the deck, turning the remaining Doombots to slag, while Iceman generated an ice-sled, streaking straight for the main bulkhead. Firing a beam of frigid air, he froze the door solid, before forming a massive ice-ball around himself, shattering the door. "_Everybody in!_"

As they darted into the flagship, Phantom quickly extended an invisibility field around the whole group, allowing another wave of oblivious Doombots to pass them by. "Okay, where to now?" Leviathan asked.

Morphing his arm into a metal spike, Android plunged it into the wall, accessing the ship's network. "_The ship's bridge is several meters north, and up two levels,_" he reported. "_I have managed to disable the internal defences, but only for a few minutes!_"

"That's all the time we'll need!" Iceman declared. "Let's move, guys!"

After hauling ass through the corridors and up two flights of stairs, they found the bridge door guarded by two Doombots. Firing his grapnel-hand, Aquaman pierced one, reeled it in, and tossed it at the other, scrapping them both, while Magma fired a lava-stream, melting the door right off its hinges, allowing them to pour into the bridge.

The second they stepped onto the high-tech bridge, the handful of human officers panicked, while the three Doombots on guard took aim, but Polaris magnetized herself, pulling the Doombots towards her, giving Havok clear shots at them, taking them out with pin-point accuracy. The human officers tried to flee, but Miss Martian stopped them with a psi-wave, turning them placid and reading their minds with effortless ease. "This ship is the nerve center for Doom's entire fleet," she reported. "We mess with communications here, and his entire force is in chaos."

Iceman slowly grinned. "Which console is Comms?" As K'imm gestured to the proper console, Iceman's grin widened. "Jamie? _Sabotage!_"

Multiple's grin matched his. "You got it!" With that, he doubled himself, and thn doubled again, before the four Jamies ran at the console, rapidly pushing buttons, flipping levers, and twisting dials in utterly random order.

After several seconds, the radar screen – previously showing Doom's fleet in a relatively ordered position – now showed drones flying every which way, crashing into each other one after another. "Great work, Jamie! _That_ oughtta get his attention!" Iceman declared, before gazing out the main view-screen at the Latverian countryside. "Okay, tin-butt; now it's _your_ move..!"

A sudden rumble throughout the ship answered his challenge, sending alarms blaring, before the sound of metal tearing filled his ears…seconds before a red-blue blur smashed through the bridge's ceiling.

"You am bad! Me am stop you!"

Gazing at the caricatured version of their friend, Iceman and his comrades could only gulp. Green Arrow just looked at him. "_Had_ to open your big mouth, _didn't_ you, Drake..?"

XXXXXXXX

_Castle Doom_

"_My Lord, we are under attack! The air-fleet is presently engaging the invaders, but we cannot hold them for long!_"

As he viewed his officer's panicked report through a view-screen, Doom remained impassive. "_Calm yourself, Lieutenant. Who is attacking us?_"

"_It…It's the Justice League, my Lord!_" the officer cried. "_They're felling our fighters like flies! Not only that, there's some kind of craft helping them!_"

That got his attention. "_Show me._" Instantly, the video-feed switched to show a crystalline vessel flitting in and out of his formations, evading fire with effortless ease – Kal-El's ship, likely piloted by his cousin, he gathered. There was no other explanation.

It was absolutely beautiful.

Suddenly, the video flickered as it switched back. "_Sire, the flagship has been compromised! X-Force has boarded..!_" He got no further, as the transmission went dead.

Scowling behind his mask, Doom turned away; he hadn't expected the boy's comrades to discern the truth so quickly, but it made little difference. They would never get past his air defence..!

As an alarm began to blare, Doom darted to a nearby console, amending his thoughts instantly – the castle perimeter alert had been tripped.

There were intruders in his home. The air-assault was little more than a diversion.

His scowl growing, Doom quickly localized the intrusion – the X-Men, no doubt – predicted the path they would take, and then strode off, to meet them head-on.

Woe befell all who opposed Doom.

It was high time those wretched whelps _learned_ that.

XXXXXXXX

_A few minutes earlier_

The eerie silence of Castle Doom's corridors was shattered as the ornate front doors were blown wide open by a blast of ruby-red force; instantly, a squad of Doombots moved in to engage the intruders, but the lead three were pierced by three bat-shaped blades, each one emitting electronic surges, shorting them out. More moved in, but they were sent flying, as twin blurs – one crimson and one silver – plowed into them. Slowing their pace, Flash and Power Girl motioned to the X-Men, Wolverine, Madelyn, Mystique, Beast, Batman, Wonder Woman, Krypto, and the Fantastic Four. Looking around, Cyclops' eyes narrowed. "What now?"

Sniffing the air, Wolverine scowled. "I ain't pickin' up any scent, 'cept metal," he muttered.

"I suppose that's to be expected," Beast mused, "given that the resident is living armour."

Keeping her firearm trained on the horizon, Mystique's eyes narrowed. "So where is this madman keeping Kal?"

"I saw him in a chamber deep in the catacombs," Siryn said softly. "If we hurry, we could get there before my father..!"

"He probably knows we're here," Power Girl snapped. "Between us busting in and his little spy, he's had _ample_ warning."

"Then we split up," Batman said. "The Four, Krypto, Beast, Mystique, Wonder Woman and I will take a different route, while the rest of you proceed as planned – he can't stop us all."

Mr. Fantastic nodded. "There's a shortcut we can take to reach the lower levels; it just might be enough for us to slip by unnoticed." No-one had time to argue, as the team split into two, heading in separate directions.

As they ran through the corridors, Cyclops glanced towards Siryn. "So what exactly _was_ your old man doing to him?"

Siryn looked stricken. "He was using a Lemurian artefact to try and influence his mind," she murmured. "From what I gathered, he wasn't having much luck, but..!"

"We'll get him out of here _long_ before then," Phoenix promised.

Power Girl nodded, as she sent a brief glare towards Siryn. "And _then_ I'm kicking your butt, Princess Benedict Arnold."

By then, they had emerged in a vast, wide-open chamber, lit only by sparse torchlight, causing Flash to gulp. "Okay, _why_ is it that bad guys always have to spring for creepy hangouts? Why can't they hang out in places like Miami?"

"Prob'ly union rules, _homme,_" Gambit remarked.

Sniffing the air, Wolverine scowled. "I don't like this," he grumbled. "That metal smell just got a hell of a lot stronger..!"

"_So you at least have the sense to heed your nose, animal; that is something, I suppose._"

The entire team froze as a cloud of green smoke deposited Dr. Doom directly in front of them. "_Greetings,_" the Lord of Latveria remarked idly, as if he were simply discussing the weather. "_I must say, I was somewhat surprised to see you all – to date, there have been precious few souls brazen enough to __**dare**__ trespassing here._"

Cyclops glared back at him. "Yeah, well, kidnapping one of our best friends was pretty brazen on _your_ part."

Power Girl's eyes flared gold. "Did you think we wouldn't take that _personally?_"

Doom never bothered to raise his voice. "_The designs of Doom are beyond even that dolt Richards' comprehension – I do not expect mere children to understand._" Glancing to Siryn, he added, "_I must thank you, my child, for bringing them here – it spares me the trouble of finding them myself._" As Siryn flinched, Doom turned to the others. "_Once Kal-El has seen the light, there may yet be some place in Doom's new order for all of you…provided you cease this idiocy __**immediately**__ and go home. This is your only warning._"

"Oh, we'll be glad to leave," Cyclops said, as he discreetly signalled Wolverine and Madelyn, "just as soon as you give our friend back."

Shadowcat nodded. "We're not going _anywhere_ without him."

"Amen t' dat, _petite,_" Gambit agreed.

Doom's gaze hardened. "_You're quite sure?_"

"_Dead_ sure!" Cyclops shouted. "Logan, Madelyn, _now!_"

At Cyclops' signal, Madelyn telekinetically grabbed Wolverine and chucked him at Doom, claws bared; snarling, Wolverine was about to rip into Doom, but the Lord of Latveria simply vanished into emerald haze, letting Logan's claws gouge the stone under his feet. Seeing Doom emerge a few feet away, Cyclops let loose with an optic-blast, but Doom simply raised his hand, already charged with a shield-spell, which caused the force-rays to splash against his hand harmlessly, fizzling into nothingness…which was what Cyclops had predicted.

With Doom distracted, Shadowcat ran straight at the Latverian tyrant, grabbing hold and phasing him into the ground. As his girlfriend emerged from the ground, Avalanche summoned a tremor, collapsing the stone around Doom and burying him under tons of rock. For a moment, Avalanche breathed a sigh of relief, but that quickly died as Doom's green haze appeared before him. "_Childish, Alvers._" With that sneer, Doom simply lifted his hand, conjuring a pillar of rock under Avalanche's foot, shooting up with blinding speed and knocking him off-balance, at which point Doom's force-bolt knocked him out cold. With one precise half-turn, Doom rounded on Shadowcat, sending another spell-bolt her way; by reflex, Shadowcat phased through it…but as it passed through her, it changed to a bolt of lightning, arcing back towards its master's hand, electrocuting her and knocking her unconscious.

With two of the X-Men down, Doom turned…only to be met by the charged end of Gambit's bo-staff; the staff's tip unleashed a kinetic explosion on impact, sending Doom flying across the room. Landing hard, Doom recovered quickly, getting back on his feet in time to meet Wolverine's charge. "_I am disappointed, animal,_" he mocked, ducking under Wolverine's claw-slash. "_Even I doubted you would be stupid enough to attack Doom in his own kingdom._"

"Yeah, well, guess I'm just that stupid, bub!" Wolverine snarled. "Only thing _stupider_ is takin' me head-on…_'cause I'm the best there is at what I do!_" With that, he slashed low, at Doom's knees, only to pull back at the last second, whirling into a backspin strike, tearing a trio of gouges out of Doom's armour, before following with a knee-kick, and then a headbutt, sending Doom stumbling back and leaving Wolverine with a rapidly-mending nose. Rolling under Doom's counter-spell blast, Wolverine sliced high, aiming for his foe's neck, but the Lord of Latveria disappeared into green haze, reappearing behind him.

"_That may be true, animal,_" Doom snarled, "_but you forget: Doom is best at __**everything.**_" He punctuated that sentence with a surge of eldritch lightning, sending a singed Logan flying across the room, out cold. He was about to finish him off, but a TK-blast from Madelyn stunned him, giving Nightcrawler the time he needed; teleporting in mid-leap, he slammed Doom with a flying kick. Doom was sent stumbling, but he regained his balance in seconds, molding a spell-bolt into a deadly lash, snagging Nightcrawler before he could 'port away and throwing him into Madelyn, knocking them both out.

As Doom struggled to catch his breath, he was caught in a wave of psychic flame, as Phoenix kept him immobile long enough for Flash and Power Girl to rush him; racing in at Mach One, Flash slammed Doom's face with a double-heel kick, while Power Girl darted under and drove her fist into his gut with all her might. The twin impact sent Doom flying, but the two of them didn't let up for a second; as Doom caught his balance, Power Girl pasted him with hard-light beams, while Flash plowed into him, toppling him like a bowling pin. Turning on a dime, Flash came back again, but this time Doom was ready – raising his hand, he unleashed a flare of light, blinding Flash and causing him to trip, allowing Doom to grab him and toss him into Power Girl.

With those two disabled, Doom easily withstood Spyke's barrage of bone-spears, slicing them apart with his spell-lash before snagging Spyke's ankle and slamming him against the wall. Turning towards Phoenix, he winced behind his mask at her psychic assault, which would have reduced a weakling to a vegetative state…

…but Doom was no weakling, nor was he a stranger to psychic warfare; marshalling his will, he withstood the Grey girl's assault on his mind long enough to close on her. Her eyes narrowing, Phoenix raised a fiery barrier as Doom's deadly talons slashed at her, raking across her shield, forcing her to divert more and more energy to keep him out…at which point Doom teleported behind her, where her shield was weaker, his claws raised..!

'_**JEAN, LOOK OUT!**_'

Her counterpart's warning almost coming too late, Jean whirled in time to see a psychic firebird form in front of Doom's claws, deflecting the blow before dissipating. Frantically, she tried to raise another defence, but Doom was too fast, his metal fist colliding with her stomach, knocking her into unconsciousness.

Furious beyond belief, Cyclops grabbed his visor and pulled it off, unleashing a full, unshielded optic blast at the Lord of Latveria – in seconds, a pure _wall_ of red energy blazed from his face, slamming Doom against the wall…before starting to _disintegrate_ the wall. "It's _over_, von Doom!" Cyclops roared. "This little move can stop _Juggernaut_ in his tracks! You're _finished!_"

Grunting as he strained against the blast, Doom struggled to move. "_Were this…a struggle of might alone…perhaps,_" he coughed. "_But in a clash of mystic arts…it is the mightiest will that reigns supreme._" Gritting his teeth, he forced himself to move his hands – not any other part of his body; it was only his hands that he needed. Getting into the position he needed, he finished his statement. "_And in Latveria…Doom's will is __**LAW!**_"

With that, Doom conjured an inverse-dome-shaped barrier, collecting the beam-energy, focusing it into a single point…which caused it to rebound violently, shooting right back at Cyclops, slamming into him and knocking him out.

Looking upon the fallen X-Men, Doom noticed only Power Girl struggling back to her feet…before he chuckled. "_Anita, I believe the pleasure of slaying this wench is yours,_" he offered. "_Do as you please._" At that, Siryn, her face pale, turned towards Power Girl, who just glared at her…

…before Siryn simply dropped to her knees, burying her face in her hands, as she started to cry.

Both Power Girl and Doom could only stare as a weepy Anita looked up at her father. "Just…just let them go!" she wailed. "Please, Papa, just let Clark and his friends _go!_ I didn't want this! I _never_ wanted it like this! He…he has a _family_ that cares about him – _that's_ why they came here! _Please_, Papa, just…just _stop_ it!"

As Anita wept, Power Girl could only stare, the anger draining from her face; Doom, on the other hand, sighed in exasperation, his fingers going to his temples, as if developing a headache. "_You have been under cover for too long,_" he stated flatly. "_It has clouded your judgement._"

Anita looked stricken.

Doom simply continued on. "_I am not angry with you, my child; this has happened to operatives far more experienced than you in these matters. Furthermore, you have always served me well…so I am willing to forget this disobedience._" He met her gaze firmly. "_Kindly step aside, Anita; if you cannot do your duty, I will do it for you, this time._"

Anita's lip quivered. "P-Papa, please, no..!"

"_Do not argue, Anita; this is an order from your King…_"

"_**NOOOO!**_"

That last word erupted from Siryn's mouth in a deadly sonic scream, blasting Doom halfway across the room. Doom landed flat on his back, but quickly did a handspring, getting back on his feet, his pale yellow glare boring into his daughter's eyes.

Her eyes wide with horror, Anita had stopped her scream seconds after unleashing it, her hands clasped over her mouth as tears streamed down her face. "P-Papa…Papa, I didn't mean to..!"

With an irritated growl and a wave of his hand, Doom cut off her apology, sealing Anita within a green energy-bubble. "_Understand this, Anita,_" he growled. "_Once this business is concluded, we shall discuss this __**very, very**__ thoroughly. Am I understood?_" Sagging to her knees, Anita simply wilted, utterly forlorn. With his daughter dealt with, Doom's glare fell to Power Girl. "_So…__**this**__ is what Kal-El prefers to my child._"

Power Girl met his glare with her own. "_So…_LeRoux's old man is an even _bigger_ bastard than I thought."

"_Charming._" Doom folded his arms. "_Your cause is hopeless, wench; your comrades are disabled, and you face a foe which even Kal-El could only fight to a stalemate. Your only course is to surrender, and leave Kal-El to his destiny._" His eyes narrowed. "_Doom's mercy is seldom offered – it would be wise to accept._"

Power Girl's fists clenched. "Vic, I'm going to tell you the same thing I told _Noram_ when he told me to leave my Clarkie," she snapped. "_Three_ words: first one's "_Go,_" and the third one's "_Yourself._""

Only a narrowing of his eyes and a puff of air from his nose betrayed Doom's annoyance. "_Very well, then._" With that, he raised his hands, readying spell-bolts. Focusing her own energy, Power Girl didn't wait for him, as she bolted forward, leaping straight at him in a haymaker…

XXXXXXXX

_Latverian airspace_

The sky around the wounded flagship was ablaze with cannon- and missile-fire as a flash of light appeared on the main deck; exhausted after 'porting herself and her teammates away from the Kryptonian clone, Leap sagged to her knees. "Please tell me we've lost him..."

Her answer was an explosion that ripped the bridge in half, as Bizarro blazed towards them. "Me am stop you!"

"So much for that thought," Iceman groaned. "_Scatter!_" As his teammates followed his lead, Iceman flipped on his communicator. "Kara, Lantern, Shayera, J'onn! We have a situation, here..!"

Leap barely had a chance to catch her breath before she was forced to 'port away, just managing to evade Bizarro's fist as it cratered the deck where she'd just been. Utterly exhausted, Leap could only reappear a scant few feet behind the massive clone; Bizarro was about to turn towards her, but Boom-Boom's rain of cherry-bombs distracted him long enough for her to get clear. With Bizarro suitably distracted, Cannonball took aim and ignited himself, slamming into the clone and pushing him back…until Bizarro caught his footing, holding Cannonball steady enough to push him to the side, sending him flying past, and almost over the edge if Miss Martian hadn't caught him with her TK.

Taking aim, Green Arrow fired a cluster of explosive arrows right at Bizarro's face, while Aquaman fired his grapnel-arm, piercing a damaged exhaust-pipe and letting him pull it down on the clone. As Polaris used her magnetism to hold it steady, Magma and Sunspot quickly welded it into place, sealing the clone within a metal shell…

…but it was no use; with an angry roar, Bizarro broke free, firing his eye-rays at his attackers, which impacted against a wall of ice. Straining against Bizarro's lethal beams, Iceman dropped his ice-wall once his teammates moved clear, before forming an ice-sled and circling around Bizarro, firing a continuous stream of frigid air, encasing the clone in a miniature glacier…which also proved to be futile, as Bizarro again broke loose. As Spider-Man aimed a web-glob at Bizarro's eyes, Berzerker quickly let fly with a lightning-surge, trying to stun the clone long enough for Colossus, Wolfsbane, and Leviathan to rush him, but Bizarro was too fast, darting clear of both blasts as he came at his three attackers at superspeed, knocking them back as if they were leaves in the wind. Havok, Daytripper, and a battle-mode Android quickly laid down covering fire, allowing Phantom to phase her dazed teammates into the floor and out of Bizarro's range, but this did little to dim the clone's rage, as he unleashed a deadly eye-ray at the three of them; acting quickly, Android shoved his comrades to the floor, before assuming a liquid-state, and not a moment too soon – the deadly beam passed right over Android just nanoseconds after he'd turned into a puddle, blazing past him and melting the bridge into slag.

The second the beam torched the bridge, the entire flagship took a sickening lurch, knocking the entire team off their feet. Stomping towards his dazed opponents, Bizarro was ready to finish them off, but an emerald energy-lasso quickly shot over him, stopping him in his tracks, as Green Lantern, Hawkgirl, Storm, and the Martian Manhunter touched down, with the _Argo_ landing just behind them. Gritting his teeth as he aimed his ring, Green Lantern shook his head as Bizarro fought him. "Not sure if I can hold him, much longer..!"

J'onn's eyes started to glow white. "Give K'imm and I a few minutes, Lantern; we should be able to put him under..!"

The _Argo's_ teleporter beam interrupted him, as it deposited Kara on the deck. "Wait!" she exclaimed. "Guys, I think we can try and reason with him!"

Hawkgirl snorted. "You're joking, right?"

"_No,_ Colonel Hol, I'm _not; _he may have been born in a lab, but he's still a Kryptonian – he has _some_ capacity for reason." Turning her now-sympathetic gaze to the clone, she added, "You think you're Superman, don't you?"

"Me _am_ Superman!"

"Then why are you helping Doom?" Kara asked. "Don't you know who he is?"

Bizarro actually paused. "Him…him am Daddy! Him am..!"

"He's not a Kryptonian, so how _could_ he be your father?" Kara continued. "Even then, Doom is a _tyrant_ – one who seeks to usurp our planet's legacy; he's against _everything_ you stand for! Why else do you think he sent you to the Fortress?"

Bizarro's eyes went wide. "N-No! Him am say..!"

"He said that you had to fight us if we showed up, didn't he?" Kara asked. "He probably said that there was a room in his castle that you could never go into, didn't he? Why would he do that?" Bizarro never answered, so Kara repeated herself. "Why would he do that if he had nothing to hide?"

Bizarro stopped struggling. "W-Why am you here?"

"To save our friend, the _real_ Superman," Kara answered. "Doom has him in that room; he used you to keep us busy."

Bizarro was silent, until his lip started to quiver. "No…" he whimpered. "_N-No!_ You…you am wrong! _Me am SHOW you you am wrong!_"

With one burst of strength, Bizarro broke free of Green Lantern's beam, but instead of attacking, Bizarro flew off, diving towards the Latverian countryside…and Castle Doom. "That could have gone better," Green Lantern remarked.

"No kidding!" Iceman exclaimed. "That last eye-ray fried the bridge! This thing's goin' _down..!_" He was cut off as the flagship lurched violently, as it started listing, slowly at first, and then faster and faster, rapidly dropping towards the earth..!

XXXXXXXX

_Castle Doom, a few minutes earlier_

"Okay, I'm pretty sure Vic _didn't_ have as many indoor laser-turrets, the last time we were here."

After breaching the latest line in a long series of internal defences, Batman, Wonder Woman, Krypto, Beast, Mystique and the Fantastic Four rounded a corner, coming face-to-face with a full column Doombots, all standing guard outside an ornate door. "Jeez laweez," the Thing grumbled. "_How_ many of these tin cans do we have to clobber?"

Noting the Superdog's excited barking, Batman arched an eyebrow. "Kal must be just past these doors."

Wonder Woman drew her lasso. "Then past those doors we will _go!_" Letting fly with the golden loop, she snagged one robot, pulled it in, and tossed it into its comrades, clearing the way for Batman, Beast, and Reed to get past and head to the door. As the Doombots started to get back up, Sue raised an invisible wall, pushing half of the robots far enough away for her brother to torch them with a flame-blast, turning them into scrap. The remainder of the drones tried to regroup, but Mystique drew her revolvers, picking half of them off with head-shots, while the Thing barrelled into them, the sheer momentum of his charge squashing most of them flat, with the survivors now easy pickings for the Superdog's teeth.

Reaching the door first, Batman quickly drew his hacking tool, linking it to the door's electronic lock as he began to decipher its locking algorithm. Reed and Beast were quick to follow. "Be careful," Reed warned. "Victor almost always booby-traps his locks – take too long..!"

"I know; the timer started a second ago."

Beast gulped as he adjusted the rim of his glasses. "Um…given that it doesn't look like there's much time, perhaps you might want to try a more intuitive approach..?"

Reed shook his head. "No; at this point, brute-force is the way to go. It's time consuming, but it's a mathematical guarantee..!"

"Yes, but the emphasis is on time-_consuming_ – the former of which we don't have..!"

Batman's scowl deepened. "In case either of you were curious, I should be through shortly, unless you'd prefer to keep distracting me."

The next interruption came from Wonder Woman, who was currently reflecting laser-blasts from the _new_ squad of Doombots closing on them. "I don't suppose you could hurry things along, Batman..?"

She got no further, as a deadly beam of red energy blazed through the corridor, flash-melting every single Doombot in its wake into a puddle; Sue barely had enough time to throw up a barrier, her face twisting in exertion as the plasma-hot energy splashed against her shield…before it dissipated, leaving Sue gasping for breath. Stricken, Reed rushed to her side as Sue dropped to her knees. "Sue, are you okay?"

Sue looked utterly _green._ "Reed…please tell me there's a washroom nearby, because if I do anything like that again, I am going to _lose_ it." Reed could only chuckle at that…but his smile drained away as he saw Bizarro stomping towards them, a grim look on his face.

Spotting the clone, Ben scowled, cracking his knuckles. "Awright, you cheap carbon-copy! You wanna go? Fine by me!" he barked, raising his dukes. "Get ready, 'cause it's clobberin'…time?"

Ben's roar died to a confused grunt, as Bizarro walked right _past_ them, throwing open the door that Batman had just decoded and walking inside, ignoring them completely. Confused and nervous, the entire group followed him in…and found Superman there, lying on a stone altar, an obsidian ring around his head, his eyes wide open, staring glassily at the ceiling.

Bizarro was just standing in front of him, unmoving, before he turned to face them, his expression utterly lost. "Me…no am Superman?"

At that soft whimper, all the anxiety drained out of them. "No," Reed said. "I'm…afraid not."

"Yeah," Johnny agreed. "Sorry, dude."

Bizarro sagged to his knees, his eyes starting to tear over. "But…if me no am Superman…who am me?"

Moved by sympathy for the unfortunate creature, Wonder Woman opened her mouth to speak…but surprisingly, Batman beat her to it. "That's up to you."

As Bizarro's gaze met Batman's firm stare, the Dark Knight continued. "You're not Superman, but that _doesn't_ mean you have to be what Doom wanted you to be," he said. "You have a _choice_, now."

Bizarro sniffled. "But…what am me do?"

Batman's eyes narrowed. "Answer that, Bizarro, and you'll know who you are," he snapped. "You claimed to be a hero, like Superman? Well, now's the time to _show_ it."

Wonder Woman nodded. "You may not be Superman, but, in a way, you're his _son,_" she soothed. "What would the son of Superman do?"

Bizarro could only stare…before his face scrunched up. "Me…me no am know!" he cried. "_Me no am know!_"

With that, the confused clone bolted out of the room, leaving them in his dust. "Jeez," Ben muttered. "Poor sucker."

Drawn by Krypto's whines, Batman, Wonder Woman, Beast and Mystique followed the Superdog to his master's side. After shaking Superman and getting no reaction, Wonder Woman grimaced. "What foul sorcery has that monster worked?"

"I'm not sure," Beast mused, tapping the ring, "but I wager this has something to do with it."

Her eyes narrowed, Wonder Woman grabbed the ring and pulled with all her might…but the ring didn't budge. "I suppose I shouldn't have expected it to be _that_ easy."

Checking her communicator, Mystique's eyes went wide. "We have a problem!" she exclaimed. "I've been trying to raise the others, but there's no response!"

Mr. Fantastic's eyes narrowed. "_Victor._" He turned to Batman. "Can you handle things here?"

Batman nodded. "Wonder Woman and I will keep trying to wake him up, while McCoy and Darkholme keep watch; you four can deal with von Doom."

Johnny grinned. "Fine with us!"

Ben cracked his knuckles. "Any day we can wale on Vic is a good day in _our_ books!"

As the Four headed out, Beast and Mystique took up defensive positions by the door, while Wonder Woman and Batman kept trying to pry the ring off their comrade's head. Batman's eyes narrowed angrily as the ring refused to budge…until he had to speak. "Kent!" he barked. "Wake _up_, Kent!"

Clark's refusal to answer only incensed him more. "None of us are leaving here without you, so until you _get your ass moving_, we're _stuck_ here in von Doom's stronghold; every second that you lie there puts us _all_ at risk, so you had _better_ get your ass moving!" His face twisted into a grimace. "Kent, can you _hear_ me? _KENT..!_"

XXXXXXXX

_Kryptonopolis_

"_Kal, honey! Breakfast!"_

_Kal-El's eyes were already open as he heard his wife's call; he hadn't been able to sleep much, the night before – not with his dreams filled with visions of this other version of himself. He just couldn't understand why he was having these…visions of him in this other life. __**This**__ was his life, his reality._

_Putting those thoughts from his mind, Kal quickly donned his usual clothes, before heading down to the kitchen, where Alia was waiting. "Where are Jay and Lira?"_

"_On their way to preschool," Alia answered. "Your parents said they'd take them, this time, since you had that Council briefing."_

_Kal flinched; he'd completely forgotten. "Did I oversleep?"_

_Alia chuckled. "Not too much, Kal – there's still time." Her tone turned worried. "You seemed worn-out after last night, baby. Is everything okay?"_

_Kal sighed – he should have known she'd pick up on it. "Bad dreams."_

_Alia nervously chewed her lip. "About..?"_

_Kal sat down, his hands clasped. "About us…and yet not about us," he tried to explain. "I keep seeing these…visions of a life we have together…but not on Krypton; we're the same…but completely different." He sighed. "I know it doesn't make much sense…"_

_Alia's hands clasped his. "Maybe you should talk to someone, Kal," she murmured. "I know that it was a big adjustment when you left the Defence Force; maybe you still haven't processed everything."_

_Kal sighed. "I don't know," he said. "Maybe." Glancing at the time, he gulped. "I guess I'd better get moving."_

_Alia nodded. "See you at lunch?" Kal could only nod, as he grabbed a fruit from the table, kissed his wife's temple, and then darted out the door, shaking the air in his wake._

_Within minutes, he reached the immense dome of the Council Building, flying into the vast blackness of the Council Chamber, where the holographic faces of the current Council of Twelve hovered, with General Zod standing before them, along with Victor von Doom, and Thanagar's Admiral Renata Var. "Ah, Citizen Kal-El," the current Council Head, Fraea-Dos, the daughter of retired Council Head Ren-Dos, greeted pleasantly. "We were just about to begin the opening statements."_

_Kal nodded. "Forgive me, Councilmen; I hope I didn't inconvenience you."_

_General Zod chuckled dryly. "Just because you aren't on my bridge anymore doesn't mean you can slack off, Cadet."_

"_Yes, sir."_

_Pointedly clearing his throat, Victor spoke first. "Honoured Councilmen, the facts are these: for the past several months, in the wake of Earth's induction into the Confederacy, there has been growing civil unrest, most notably sentiment against both non-Earth natives and mutants – the militia group that attacked your Science Hall was one of the larger groups responsible for inciting it."_

_The Council remained unfazed by that remark. "This is unfortunate, Ambassador," one Councilman, Krel-Non, observed, "but we do not see why you felt the need to tell us."_

"_The need is painfully apparent, Councilmen," Victor said. "Many of these groups blame Krypton – you – for facilitating Earth's introduction to the galaxy at large; as such, they will likely try again to attack you, both in acts of revenge for this perceived offence, and to steal technology from you."_

_Fraea-Dos' eyes narrowed. "This is serious, Ambassador," she remarked, "but any attacks against Krypton remain Krypton's problem, not Earth's."_

"_True, honoured Councilmen, but Earth's problem is causing Krypton's problem," Victor said. "What I propose is that Krypton sends a diplomatic outpost to Earth, in order to monitor the situation; with both the knowledge that Krypton is helping to ease the tensions, as well as the ensuing discussion of trade agreements, the crisis should…"_

_Fraea-Dos cut him off. "Ambassador, do you realize what you are asking of us?" she asked coldly. "You would have us break our ancient Law of Riona Prime, which is already frayed by our slight interference in Earth politics thus far. Establishing such an outpost – to say nothing of trading the kind of information and technology you are after – would constitute irreparable interference on our behalf; we have already stepped in to assist you in the past. That was enough."_

_Victor frowned. "Councilwoman, perhaps you do not realize how serious this problem is; this crisis is undermining the new peace that the Confederacy has brought us. Many people on Earth have died in such conflicts in the past; if you do not aid us, another war could erupt."_

_Admiral Var nodded. "I agree with Ambassador von Doom, honoured Council; a show of support from Krypton could quell any sort of civil unrest," she said. "On Thanagar, our own quarrels with the Gordanians are threatening to spill into another war, but if you were to intercede..!"_

_His expression grim, Kal spoke up. "Admiral, Ambassador, your concerns may be valid, but you must realize that the solution has to come from you, not us," he reasoned. "We cannot fight your battles for you, in this regard."_

_Victor frowned. "You say that now, but will you be so understanding when another terrorist cell strikes at your door?"_

_His eyes narrowed, General Zod answered his accusation. "What you are forgetting, Ambassador, is that the only reason that cell got in was that we did not scan Councillor Wazzo's vessel, as it was a diplomatic envoy, and thus __**presumably**__ above reproach. We will __**not**__ make such a mistake, next time, if we let __**any**__ non-Kryptonian vessels land on the Home Planet at all. There is a __**reason**__ we never had to deal with offworld terrorists before: we made certain our encounters with other races was on __**their**__ territory, never ours."_

_Admiral Var's expression turned stricken. "The Gordanians are going to try to __**annihilate**__ us!" she cried. "If you don't help us, we may not..!"_

"_You don't know that," Kal soothed. "If your diplomats __**try**__, and if you both set whatever old quarrels you have aside, I believe that you can come to an understanding."_

_Fraea-Dos spoke up. "Both sides have spoken," she said. "Councilmen, what say you? Shall Krypton establish a diplomatic outpost upon Earth? All in favour?"_

_Silence greeted her inquiry. "Opposed?"_

_A chorus of "Nay" answered her. "And Nay say I," Fraea-Dos said. "The Council has spoken, Ambassadors: the Law of Riona Prime shall be upheld. Council is adjourned."_

_As the faces of the Council faded into darkness, Victor and Admiral Var both looked grim. "Kal-El," Victor said, "you have made a terrible mistake."_

_General Zod glared at him. "The Council voted against you, Ambassador; don't bother taking it out on him."_

_Admiral Var was irate. "You've __**killed**__ us, you know that?" she hissed. "Show some __**compassion..!**__"_

"_We __**are**__, Admiral," Kal said firmly. "If we were to give you knowledge and technology you aren't prepared enough or mature enough to handle, you could very well destroy yourselves, or worse, someone else." As the Admiral deflated, Kal smiled. "Why is it so hard for you to believe in yourselves like __**we**__ believe in you? If you try, you can be a great people…"_

'_They can be a great people, Kal-El; they wish to be…'_

_Kal froze, as his father's voice echoed in his head…but Jor-El had never spoken those words to him…_

'_They only lack the light to show the way…'_

_Feeling a cold sweat grip him, Kal turned. "P-Please excuse me." Turning, he hurried out of the Chamber._

_Bursting out onto the top of the Council Building, Kal leaned over the rail, trying to catch his breath, to get a hold of himself. Maybe if he just went for a quick flight…_

He was flying over the ocean, the golden sun shining ahead of him, glinting off his red-and-blue uniform, as he headed towards the city…

He was over the city, now, chasing after a fleeing car, his teammates moving in to assist him…

His teammates.

The Justice League.

The Institute.

His friends.

His _family._

_Earth._

His home was _Earth._

_With a gasp, Kal shook himself out of that vision, his mind fully open, now. This place – this version of Krypton – it was all wrong..!_

"_Kal-El?"_

_Kal felt a chill grip his spine as Victor walked onto the rooftop behind him. "I noticed you left in a hurry; is everything alright?"_

"_No, Victor, everything is __**not**__ alright," Kal snapped, "but then you already __**knew**__ that, didn't you?"_

_Victor's grimace was momentary. "Kal-El, I am afraid I do not know what you mean…"_

"_**Liar!**__" Kal roared. "You know EXACTLY what's going on! Everything – this entire planet – is a LIE!"_

_Victor managed to keep calm. "Do you realize what you are saying, Kal-El?" he asked._

"_I know exactly what I'm saying!" Kal shot back, unaffected by the tremor that shook the ground. "Somehow, I knew the very second I saw you! This place is wrong, and __**you're**__ behind it..!"_

"_Daddy?"_

_Kal stopped, turning to see his children – his two beautiful children – along with his wife, and his parents. "Jay, Lira, what are you doing here?"_

"_School let out early, since there was a gas-leak," Jay murmured._

_Lira nodded. "Mommy, Grandma, and Grandpa were taking us home," she said. "Daddy…why were you yelling at that man?"_

_Victor smiled confidently. "Go on, Kal-El; __**tell**__ them."_

_Looking into the innocent faces of his children, Kal felt his insides clench, but he had no choice. Kneeling in front of them, he placed his hands on their shoulders. "Jay…Lira…I can remember the very moment you both were born – the very first time I held you," he whispered. "You – both of you – are more than I could have ever asked for."_

_Jay looked nervous. "Father, w-what are you saying?"_

_Kal felt tears leak from his eyes. "Jay-El…Lira…I…" he suppressed a sniffle. "I don't think you're real…"_

_Lira looked ready to cry. "W-Wha..?" she bawled. "D-Daddy, why are you saying that?"_

_Lara gasped. "Dear Rao, boy, what has gotten __**into**__ you?"_

_Kal shut his eyes. "I know what this sounds like, Mother, but it's the truth."_

_Victor shook his head. "What's true, madam, is that your son is ill," he said. He glanced to Alia "Look at what your husband is doing – he's upsetting your children…"_

"_I know how it looks, Alia," Kal interrupted, "and I know I can't explain it, but what I'm saying is true: something is wrong, here, and this man is the cause of it!"_

_Alia's expression was firm, as she walked to her husband's side. "Ambassador, I don't know anything about you at all, Ambassador, but I know my Kal better than anyone else, and if he says something is wrong here, then it __**is.**__"_

_Victor's expression wavered as Jor-El stood by his son. "I know my son, von Doom; he would not raise an alarm without warrant." Smiling at Kal, he added, "I believe you, son."_

_Lara slowly smiled. "You've never told a lie in your life, Kal; I suppose I should know better."_

_His expression hopeful, Kal turned to his children; slowly, Jay and Lira smiled back at their father, taking his hand. "I believe you," Jay murmured._

_Lira nodded. "I believe you, Daddy."_

_Smiling, Kal got back on his feet, before turning to glare at Victor, as another tremor – a stronger one – shook the ground. "Alright, von Doom, I think it's time for you to __**go.**__"_

_Victor grimaced. "Boy, think of what you are saying!" he pleaded. "Whatever this world is, it is far better than any..!"_

"_You heard my son, human," Jor-El snapped. "You are no longer welcome on Krypton; __**leave!**__"_

_The ground shook again. "Don't be a fool!" Victor shouted. "You do not understand what you are passing up..!"_

"_I understand that anything to do with you is more trouble than it's worth, Doom!" Kal bellowed, the shaking of Krypton echoing his shout. "You do not belong here! Now GET OUT!"_

_At that, the very earth cracked, sending a lava-geyser bursting up through the heart of Kryptonopolis. Another geyser followed…then another, and another, until the entire planet was haemorrhaging._

_Krypton was dying._

_As the air turned ashen and toxic, with transmuted mineral spikes forcing their way up from the core, Victor wrung his hair in anguish. "You fool whelp! You've ruined everything!" he cried, as he disappeared into the caustic haze._

_As the fires of Krypton's death-throes surrounded them, Kal could only hold his family close, trying to soothe his children's cries, as their world ended around them…_

XXXXXXXX

With a gasp of horror, Superman sat bolt upright on the altar, pulling off the black ring encircling his head. Instantly, Diana was at his side, as was Krypto, who rapidly licked his face, overjoyed. "Clark, are you okay?"

Superman managed to catch his breath, tears running down his face as he remembered. "How…how long was I..?"

"Three days," came Batman's terse reply.

Superman fought back his memories. "Where..?"

"Castle Doom," Mystique called from the doorway.

"You gave us all a scare, Clark," Beast added.

_Doom_. Superman felt his face twist with fury. "Where _is_ he?"

"Dealing with the others, from what we've heard," Batman stated.

Wonder Woman looked stricken. "Clark, you're in no condition to..!"

"Don't worry about me, Diana," Superman said firmly. "Worry about _Doom._" With that, he darted off, blazing down the stone corridors, racing towards the man that had done this to him…

…but not fast enough to escape the echoes of his dream-children's last cries.

XXXXXXXX

_A few minutes earlier_

Darting clear of Doom's last spell-bolt, Power Girl formed a light-shield, trying to deflect Doom's spell-lash, but the Lord of Latveria never tired; arcing the striking-tip of the lash high, Doom knocked her off-balance, vanishing and reappearing right in her face, his metal fist tearing through her barrier and into her stomach. Flinching and stumbling back, Power Girl ducked under Doom's follow-up kick, before countering with an uppercut, catching him square in the jaw – the strike knocked Doom back, but he otherwise seemed fine.

The old bastard was nearly as tough as Clark was.

Letting fly with a salvo of light-blasts, Power Girl peppered Doom's armoured hide, before darting at him, full speed, generating two doubles of herself as she flew. Forming his spell-lash, Doom shattered one double, before disintegrating the other, but that gave the real Power Girl the chance she needed; barrelling straight at Doom, she slammed him with a haymaker. Doom's feet left the floor, only to follow the rest of him into a green cloud, reappearing right behind her to twist his momentum into a judo-style throw, sending her crashing into the wall. Struggling to her feet, Power Girl readied another attack…but the energy she'd expected simply wasn't there.

_Her music was gone._

Turning towards her, with her MP3-player in his hand, Doom stalked towards Power Girl, crushing and discarding the player as he walked. "_Doom will allow that you have put up a better fight than he expected,_" he said cruelly, "_but make no mistake: Doom's expectations were exceedingly __**low.**_"

Power Girl coughed, feeling soreness in her ribs. "Back at you, Vic."

Doom continued as if she hadn't spoken. "_This fracas, wench, is a far cry from the first time I clashed with Kal-El,_" he remarked. "_Naïve though he was, the boy was __**formidable**__; he matched Doom strength for strength…while you, on the other hand, have been little more than sport. My daughter's assessment of you was painfully accurate: nothing more than a shallow __**imitation!**_"

And he punctuated that insult with a wave of sheer force, slamming Alison against the wall once more, causing her to cry out by reflex. As she sagged to the ground, Alison tasted copper, likely from the trickle of red leaking from her lip…before she noticed the shadow looming over her.

"_Are you so deluded as to think that Kal-El truly cares for you? That you could ever be more than a mere pet? A plaything?_" Doom spat, conjuring one last spell-bolt. "_Are you actually prepared to die for him?_"

His words stirred Alison's thoughts, reminding her of another time, another conversation…

"_You don't have to tell me why you're here," Alison had said, "you just need to know that if you do really want to be with him, you need to ask yourself this: are you willing to sacrifice everything to be with him? Are you willing to accept what he does, and bear the pain with him?"_

_Her tone grew harsher. "Are you willing to give up your life to save his, if need be?"_

_Anita's eyes narrowed, as she replied. "Are you?"_

Remembering that little chat, Alison closed her eyes, smiling faintly to herself. "_Yes._"

Doom's voice was cold. "_Then so you shall._" He raised his hand…

…and was promptly sent flying by an extendable fist, a blast of unseen force, and a surge of flame.

Her eyes wide, Power Girl followed the rubbery arm, as it stretched right back in-line with Mr. Fantastic's shoulder, as he and the rest of the Fantastic Four walked into view. Reed's eyes narrowed. "Victor."

"_Richards._" Doom's voice betrayed ultimate disdain. "_To think, I had thought that I had seen the limits of your stupidity._"

"We could say the same about your cruelty, Victor," Reed shot back.

Sue nodded. "We can never say you can't go lower, because you always take it as a personal challenge!"

The Torch cracked his fiery knuckles. "So, you gonna call it quits, or do we have to do the usual song-and-dance?"

Doom's fists clenched. "_Your impertinence astounds even me, Storm._"

"Guess that's a no," the Thing rumbled. "Too bad for you, Doomy…_'cause it's clobberin' time!_" With that, the Four charged straight at their oldest enemy.

Rolling himself into a living loop, Mr. Fantastic barreled into Doom, whose metal fist shot out and slammed into his torso, stopping his movement, but not his attack, as Reed shot his fists out, morphing them into hammers as he slammed both sides of Doom's skull, dazing the Latverian tyrant. With Doom stunned, the Human Torch had a perfect target, lighting up with a barrage of flame blasts, the largest of which took Doom square in the chest, sending him flying across the room; landing hard and skidding, Doom quickly got back on his feet, conjuring a blast of glacial energy that extinguished the younger Storm's fires, sending him crashing to the ground, while Doom readied a spell-bolt and let it fly…

Her eyes narrowed, Sue raised a force-field around her brother, reflecting Doom's blast to the side, before expanding it and curling it around Doom's head. Snarling, Doom's clawed hands tore at the bubble, trying to pull it off, but Sue held on, keeping Doom pinned long enough for the plodding Thing to close on him, releasing the force-bubble just as Ben's rocky fist connected with his jaw. As Doom staggered, the Thing unleashed an axe-handle strike straight to his left side, doubling him over, before bringing his stony knee straight up, smashing into Doom's face. With Doom reeling, Ben grabbed him for a throw, but Doom recovered quickly, twisting free and bending Ben's arm behind him, kicking him away. With the Thing off-balance, Doom turned to dispense with his rival, but Reed was one step ahead, having spiralled himself up like a rubber band, before reaching out, grabbing Doom, and uncoiling himself; like a deadly spin-top, Mr. Fantastic's stored potential energy spun them both around and around, until Reed arched his arm down, to slam Victor into the ground with enough force to crater it.

With Doom momentarily disabled, Sue hurried to Power Girl's side, helping her up. "You okay, honey?"

Power Girl coughed. "Been better." Looking around, she saw her teammates starting to recover from Doom's assault. "Give us a couple minutes, and we'll help you take that tin can _down._"

Sue chuckled. "That won't be necessary; backup's on its way."

Walking towards the edge of the crater, Reed, Ben, and Johnny peered in. "We got him, right?" Johnny inquired. Reed was about to answer, but before he could, Doom vanished into green mist, reappearing behind them, and unleashing a three-pronged bolt of lightning, sending the three of them flying.

Struggling to his feet, Ben scowled. "Damn; _hate_ it when he does that."

Coughing, Reed tried to get up, but Doom was already on him, grabbing his neck and pulling his head up towards his. "_Even after so long, Richards, you have learned nothing._"

Reed chuckled grimly. "What can I say? I'm a glutton for punishment."

Doom didn't laugh. "_Despite your rampantly obvious unworthiness, Richards, Doom has had some __**small**__ respect for you: you were as the perpetually grinding stone upon which the blade of my intellect might be forever whetted._" His tone grew colder, as his grip tightened. "_But this, Richards…this was the utter __**height**__ of folly; you could __**never**__ defeat me in my own home..!_"

Reed just laughed. "Wasn't _trying_ to, Victor!"

The boldness of that statement gave Doom pause. "_What?_"

Standing up, Ben just grinned. "We was just _stallin'._"

Johnny nodded. "While you and your ego were on your little trip, the rest of us paid a visit to your houseguest!"

Doom shook his head. "_Do not think you can stay my hand, whelp; you could not have undone the enchantment I have placed upon..!_"

A sudden rumble from deep in Castle Doom silenced him, as Reed's laugh grew. "We didn't _have_ to; sounds like he did it himself!"

As if on cue, the western wall of the chamber exploded outward…revealing an irate Superman standing there, glaring at Doom.

Doom's eyes were wide, as he dropped Reed, the leader of the Fantastic Four forgotten. "_No…impossible!_" he cried. "_No-one's will is strong enough to..!_"

Superman never gave him time to finish; between one word and the next, the Man of Tomorrow raced across the room, his fist slamming straight into Doom's face, rippling his face-plate and sending him crashing through _three_ walls, flying out into the castle courtyard.

As Superman took a few weary breaths, Ben looked towards the gaps in the walls with agrin. "Supes, that was _beautiful!_"

Superman didn't answer; he merely darted towards Power Girl, his expression turning stricken as he noted her condition. Power Girl just smiled wearily. "Hi, baby."

His jaw clenched, Superman gently glided a finger along her cheek, as if reassuring himself she was real. "You're…you're okay?"

Power Girl nodded. "I am now."

Looking about the chamber, Superman's grim expression deepened. "You guys got pretty banged-up, huh?"

"Yeah," Power Girl answered. "Something tells me that this isn't over; Doom's still trouble…"

Superman's eyes narrowed. "Oh, he _won't_ be," he promised. "Not after _I_ get through with him!"

With that, he darted off at superspeed, zooming through the holes in the wall, stopping as soon as he'd spotted Doom. Currently, the Latverian tyrant was struggling to his feet, the fist-sized dent in his face-plate slowly smoothing out, the micro-fractures in the organic metal gradually mending.

His fists clenched, Superman fixed Doom with a searing glare. "Do you have any _IDEA_ what you just _DID_ to me?"

Rising up, Doom just glared back. "_I but gave you a sample of what awaited you once you accepted the will of Doom; whatever anguish you felt was your own doing, boy..!_"

Infuriated almost beyond reason, Superman didn't let him finish; moving so fast he shook the _ground_, he closed on Doom in seconds, slamming his mouth shut with a haymaker. Not stopping there, Superman darted to keep pace with Doom, even as he went sprawling from the strike, slamming him again with the blade of his hand to crack his right-side torso plating, sending him crashing into the castle wall. Doom tried to get up, but Superman was on him again, his fists moving like machine-guns, smashing him again, and again, and again – first his chest, them his face, then his shoulder, then his abdomen, all in a span of several seconds, before grabbing him and tossing him across the courtyard like a rag-doll.

Skidding across the ground, Doom bounced about fifty feet, tearing huge gouges out of the earth before he recovered his balance, standing back up. As Superman came at him again, he 'ported away, reappearing to the side as he let fly with a barrage of spell-bolts, which Superman easily dodged. "_Stubborn, obstinate, UNGRATEFUL whelp!_" he snarled. "_NEVER before has Doom so honoured another soul, yet you all but __**spit**__ in his face! As my right hand, this entire world could have been yours! The human race would have knelt at your feet, had you but knelt at mine..!_"

"Get this _through_ your twisted _head_, Victor!" Superman roared. "I will _NEVER_ bow to you!" He was about to charge at Doom again, but he paused, hearing a familiar sonic boom in the distance; his eyes flaring electric blue, he scanned the horizon, determining speed and trajectory…and smiled. "And you know what? I don't think _he_ will, either!"

As if on cue, a second red-blue blur darted out of the sky, as Bizarro barreled into Doom, sending him flying across the courtyard. "_You am bad man! You am lie!_" Bizarro exploded. Glancing towards Superman, his expression turned ashamed. "Me am do bad things, before; me am sorry," he murmured.

Superman smiled gently. "You didn't know any better," he answered, "so help me take Doom down, and we'll call it even!"

Bizarro beamed. "We am stop bad man!" he agreed. With that, the two Supermen turned towards Doom..!

Grimacing to himself, Doom quickly thumbed his belt-buckle, and opened it, bathing the entire courtyard in caustic emerald light.

As Superman and Bizarro dropped to their knees in agony, Doom got back on his feet. "_Never forget, whelps: Doom always holds the trump-card!_" he growled. "_If you do not stand with Doom, then you stand against him._" He began to form two spell-bolts. "_And all who stand against Doom shall fall..!_"

Doom's tirade was silenced as a red force-beam slammed into him, causing his attack to dissipate. Getting back up, he followed the blast back to its source…where the X-Men, Flash, Wolverine, and Madelyn stood, just outside the gap in the castle walls.

Cyclops' hand was just lowering from his visor. "Forget about us, psycho?"

Snarling, Wolverine popped out his claws. "We sure didn't forget about you!" With a feral roar, he came straight at Doom, while Cyclops laid down covering fire; closing on Doom, Wolverine sliced high, tearing thin strips out of Doom's shoulder, before headbutting him, driving him into range of Phoenix and Madelyn's double-TK blast. Sent stumbling by the psychic surge, Doom never saw Flash coming, as the scarlet speedster grabbed his cape, and spun around and around, turning him into a living top. With Doom too dizzy to react, Rogue quickly copied Gambit's powers with a tap, while Spyke generated bone-spikes as fast as he could, before handing them to his two comrades; giving each spike a kinetic charge, Rogue and Gambit let them fly, blasting Doom clear across the courtyard in a hailstorm of bony shrapnel.

As Doom got back on his feet, Avalanche unleashed a tremor, sending earth roaring towards him like a tidal-wave; unphased, Doom summoned his energies, forcing the earth to stop moving inches from him. Before he could react, Shadowcat phased herself out of the earth-wave, passing through him and rolling back onto her feet behind him…with the Kryptonite shard in her hand. "_Jean, CATCH!_" As Kitty tossed the shard towards her, Phoenix grabbed it with her TK, and tossed it to Power Girl…who, with the very last of her energy-reserves, _tossed_ it into the sky and out into space.

With the shard's toxic-green light fading in the distance, Doom felt a chill grasp his spine as Superman and Bizarro got back on their feet. Glancing towards each other, the two Kryptonians shared one look of understanding…before darting at Doom, full speed.

_**WHAM!**_

Both their fists moved as one, cracking the air like thunder as they drove into Doom's solar plexus, sending the fallen Lord of Latveria flying into his castle wall with enough force to utterly _demolish_ it, burying him in the rubble. After several seconds of silence, Doom extricated himself from the stone, taking one step forward…and falling to his knees, coughing a fine red mist onto the grass in front of him. His eyes narrowed angrily, Superman stormed towards Doom, his fists clenched..!

His angered expression gave way to surprise, and then horror as he heard Bizarro coughing. "Me…no am feel good," Bizarro moaned, falling to his knees. Quickly, Superman darted to his side, catching him as he fell, before taking out his belt-computer; after a quick sweep of the scan-beam, Superman checked the readout…and his eyes went wide.

By then, the X-Men, plus the recovered Fantastic Four had hurried to join him. "What's wrong?" Reed asked. Superman just showed him the scan. "Oh, no…"

Wolverine arched an eyebrow. "And for those of us who _ain't_ science-geeks?"

Sue looked stricken. "Basically, Bizarro's…dying," she whispered. "From the looks of it, he…he never had long to begin with; I don't know if it's due to the degraded DNA or some methodological error, but his cells are just breaking down from the strain of his own power."

Superman nodded. "Getting dosed with Kryptonite likely didn't help," he agreed. "That was probably what pushed him over the edge."

"Jeez…" Ben murmured. "Can ya fix him up?"

"I don't know," Superman answered, "but if he's even going to have a chance, we have to get him to the Fortress as soon as we..!" He paused, as his hearing picked up a familiar voice, before he switched on his communicator. "Superman to Iceman: what's the situation?"

"_**Damn**__, it's good to hear your voice, Big Blue!_"

Superman chuckled. "We can all celebrate later, Bobby; what's going on, up there?"

"_Your lookalike pretty much broke Doom's toy, that's what; it's headed your way!_" Iceman answered. "_Kara managed to 'port us all off and put the Argo on autopilot before going out to stop it…but I don't think she can do it alone, and Storm, Lantern, Hawkgirl and J'onn are busy keeping Doom's fleet off her back..!_"

"Understood, Bobby; we're on it." Ending the call, Superman turned to the others. "Ali, you're with me; everyone else, get everyone out of here!" he instructed. "Once I signal the _Argo_ and 'port us aboard, I'll reprogram the autopilot to take you all and Bizarro to the Fortress; get him into the infirmary as soon as you're there..!"

"No…" Bizarro wheezed, slowly standing up. "Me…me am help…"

Superman grimaced. "Bizarro, you're in no condition to..!"

"Me no am Superman," Bizarro coughed, "but me am _like_ Superman; me am try do good, but do bad." His expression turned sad. "Me am want do good for _real._"

Superman was silent for a moment…before he nodded. "Okay," he agreed. "You guys know the drill! Bizarro, you're with me! Let's _move!_" With that, he and Bizarro took to the air, while the others scrambled along the ground.

Breaking through the cloud-cover in seconds, Superman and Bizarro could easily see the massive Latverian flagship, listing to one side as it dropped out of the sky, heading straight for Castle Doom, and the city of Doomstadt in its shadow…with Kara desperately pushing against its bow, gradually levelling its path, but not nearly quick enough to avoid a collision with the town..!

As Superman and Bizarro drew near, Kara spotted them. "Kal! Thank Rao you're..!" she began, but froze as she saw Bizarro. "What is _he_ doing here?"

"No time to explain!" Superman exclaimed. "I'll take the left wing; Bizarro, you're on the right! Now _push!_" Quickly taking their positions, the three Kryptonians heaved against the cruiser's immense bulk, trying to angle its momentum towards the horizon, to level it..!

The people of Doomstadt let out a cry of horror as they saw the cruiser falling towards them…which turned to one of surprise as it pulled up, just scraping the tops of their tallest buildings, sailing well past their city, to crash into Castle Doom, crushing it into rubble, and turning the cruiser into so much scrap.

Hurrying to the edge of the rubble-field, the entire team, having escaped from Castle Doom safely, began to search for the three Kryptonians, while the _Argo_ touched down a few feet away, along with its air-support. Stricken, Power Girl was about to call out if Superman or Kara could hear her, until Krypto started barking, darting to one spot in the rubble-pile, his paws rapidly digging away…as Superman and Kara rose out of the debris, each holding Bizarro by the arms.

Moving clear of the debris, Superman knelt, letting his clone rest on his knee, utterly flaccid. Coughing, Bizarro tried to focus on him. "You…you am…Daddy?"

Managing a faint smile, Superman nodded. "Yes…yes, I am."

Bizarro took a wheezing breath. "Me am…do good?"

Superman's smile grew. "Yes, you did good," he whispered. "You did _very_ good…Son."

Bizarro smiled happily, his eyes turning glassy as he reached for Superman's face. "Me…am…love you…Dad…dy…"

With that last, innocent statement, Bizarro's eyes closed, his hand going limp, as he breathed his last.

Tears flowing from his scrunched eyes, Superman lifted Bizarro – his _son_ – into his arms, standing up, before looking to the others. "Let's go," he said softly. "There's been enough loss, today." No-one argued, as they headed towards the Speeder…

"_Wait._"

With an annoyed glower, Superman turned to face Doom as he shambled out of the shadows. "We're _through_ here, Victor," he snapped. "Good-_bye._"

"_You think Doom is so easily dismissed, whelp?_" Doom snarled. "_This changes nothing! It is Doom who still holds the trump card…__**Clark Kent!**__ Your life belongs to Doom!_"

At that, the entire group froze, shocked to silence at that revelation…but Superman just glared back at him. "_That's_ your big threat, Victor? You think you can bully me into submission by threatening to go public with my identity?" he shot back. "I don't think you're going to do that."

Doom's eyes narrowed. "_You think I am bluffing?_"

"I think I know you better than _you_ do, Victor," Superman snapped. "I know you won't go public…because if you do, you'll have to explain how Victor von Doom, the _supposedly_ most intelligent man in the world, the Lord of Latveria…"

He smiled coldly as he finished his statement. "…got the _snot_ beaten out of him by a _Kansas. Country. __**Farmboy.**_"

Doom's eyes went wide with horror, as he realized what his foe had just articulated.

"Ho ho _ho!_" the Thing chortled. "Never thought of it _that_ way!"

Johnny was laughing right along with him. "Don't think I'll be lookin' at you the same way, Vic!"

Superman's cold smile didn't waver. "Go _ahead_, Victor," he sneered. "Go on and tell Fury; he'll laugh you right out of the Triskelion! Tell your neighbours; they'll never look at you with respect, ever again! Tell your people; you'll become the biggest joke they've ever heard! Heck, tell the whole _world_; then _everyone_ will know what we do – that Victor van Damme is the world's biggest _loser!_ Go ahead, Victor; _tell them._"

Doom could only snarl.

"_Thought_ so." Superman turned around. "Like I said; we're _done_ here." He took one step…and then paused. "One last thing, though. J'onn?"

Understanding instantly, the Martian Manhunter's eyes flared white. "Victor von Doom!" he thundered. "Try _not_ to think of the superpositioning codes you used to sabotage Reed's quantum teleporter."

Doom flinched at that, his memory flashing by sheer reflex…

"Dr. Richards, write these numbers down!" J'onn said. "X-axis, 2.915; Y-axis, 0.389; Z-axis, 1.695; phase-variance, 0.5000781."

At first, Reed blinked…before his eyes widened in understanding, as he quickly fished out a notepad. "Th-_Thank_ you!"

Doom, however, was utterly _enraged._ "_You DARE invade the mind of Doom?_"

"Seeing as you tried to take a stroll through _my_ head, Victor, it was only fair," Superman growled. "Good-_bye._" With that, the entire group headed towards the _Argo_, disappearing into its teleporter beam.

As the Speeder rose into the air, vanishing from sight, Doom was left alone to boil in his fury, at how thoroughly he'd been _beaten._ Turning, he saw Anita standing there, looking at him sadly. "_Come,_" he thundered, limping away, towards one of his many emergency safehouses.

He'd only gone a few feet when he realized she wasn't following him. Doom looked over his shoulder. "_Did you not hear me, Anita?_"

"I heard, Papa," she sniffed. "I'm sorry…but I can't."

Doom's eyes narrowed. "_You dare disobey me?_"

Anita's sniffles grew. "P-Papa, I _love_ you," she whimpered, "but…I can't be like you; not anymore!" She turned away. "Goodbye, Papa." With that, she vanished into emerald haze.

Utterly alone now, Doom was stock-still, as everything that had happened began to rush in at him.

He'd sought to welcome Kal-El as his own heir, to give him his own child, resorting only to extreme measures when the boy had been obstinate…

…and in return, the wretch had destroyed his home, sullied his honour, and turned his faithful child against him.

Doom's fist clenched. '_You would make an enemy of Doom, Kal-El of Krypton, Clark Kent of Smallville?_' he mentally raged. '_So BE it!_'

With that, Doom limped on, towards his safe-house; it would take time to rebuild from this debacle, but Doom was nothing if not patient.

Kal-El and his Justice League would be humbled.

Doom had spoken.

XXXXXXXX

_North Pole_

After depositing him and the Justice League at the Fortress' doors, the _Argo_, on autopilot, sped towards the Institute to drop off the others, while Superman and his teammates walked into his polar stronghold. Kurox was instantly there to greet them. "_Master Kal-El, it is good that you are uninjured. Do you require assistance?_"

"No, Kurox; I'll be fine. Thank you." As Kurox walked off, Superman placed Bizarro's lifeless form on the floor, before summoning the Fortress' interface with a wave, tapping a few holo-keys; instantly, a funeral-dais formed beneath Bizarro's corpse, raising him off the floor…before morphing into a large, transparent, crystalline casket, which levitated into the air, to embed itself in the facets of the Fortress' ceiling, immortalizing Bizarro there.

Forever.

With the grim duty done, a sombre Superman looked to his friends. "You okay, Clark?" Spider-Man asked.

Superman tried to smile. "I will be, Pete. I will be."

As he glanced up at Bizarro's casket, Flash's expression was sad. "He was a hero, after all."

Green Lantern nodded. "A regular chip off the old block."

"He sought to do good, his entire life," J'onn agreed. "He was simply deceived by someone he thought he could trust."

Turning to Batman, Wonder Woman smiled. "He just needed someone to give him a choice."

Batman's expression didn't change. "Not bad for someone you consider a child."

The mild edge in his voice confused Diana…until she recalled her words to Stark three days ago with a laugh. "Trust me, Batman: _no-one_ would mistake you for a child."

"Good."

Noting Clark's grim face, Green Arrow changed the subject. "So, last we checked, we were thinking about adding a new member, right?"

Aquaman nodded. "How about _two?_" he suggested. "Kara was a big help, these past few days…and Ali pretty much faced down _Doom_ all by herself, back there; if that's not gutsy, I don't know _what_ is!"

Hawkgirl chuckled. "Sounds like a vote is in order," she said. "All in favour of inviting Alison and Kara?" One-by-one, they raised their hands…until only Batman was left.

The Dark Knight just scowled. "Fine."

Slowly, Superman smiled. "I guess we've dawdled here long enough," he said. "We'd better get back on duty…"

"No, Clark – _we'd_ better get back on duty," Wonder Woman corrected. "You need to head home and recover from this ordeal."

Flash nodded. "We can cover things for a day or two, Smallville – you just get your head back together."

Superman chuckled. "Well, since I don't seem to have much of a choice, I guess I'll head home then," he replied. "I'll be by the Watchtower in a day or two." With that, they all headed out of the Fortress.

Emerging onto the polar ice, Superman watched his teammates either fly off or head into the waiting Javelin; he was about to fly off himself…but a faint movement in the distance caught his eye. Getting a fix on its location, Superman zoomed towards it…and froze.

_Siryn._

As she glanced at him, Superman could see that Anita's eyes were red – she'd been crying. "I'm not here to cause trouble," Anita sniffed. "I just…thought that if I waited around here long enough, you'd spot me."

Superman nodded warily. "Well, I did."

Anita's sniffles grew. "My father doesn't know I'm here," she added. "He doesn't know where I am; I…I couldn't stay with him, not after what he tried to..!" She let out a sob. "Oh, God, Kal…Clark…Superman, I am so _sorry!_ I didn't want this to happen; not like this! Even when I started out as a spy for him, I _never_ wanted my father to…to do what he did! Please, you have to believe me!"

Superman just regarded her quietly…and nodded. "I believe you." He took a deep breath. "So, what will you do now?"

Anita's chuckle was empty. "I don't know," she murmured. "I suppose I'll do what Blaire…what _Alison_ did, those five weeks; I certainly can't stay at the Institute."

"I see."

"There's one thing I _do_ know, though," Anita said, managing a weak smile. "You don't have to worry about me compromising your identity…or my father, either." She laughed. "It may be his move, but there's no move he can make without checkmating himself; you've bested him at chess, once again!"

Superman laughed dryly. "I suppose I have!"

Anita's smile became wistful. "Will you…will you tell the others how…how sorry I am?" she murmured. "Tell them that…that they were the first real friends I ever had?"

Superman nodded. "I promise." Smiling at his vow, Anita walked over, stood up on her toes, and gave him a friendly peck on the cheek, before vanishing into green haze.

She was gone.

Sighing to himself, Superman turned, and flew off, heading for home.

It had been a long three days.

XXXXXXXX

_Xavier Institute_

By the time the _Argo_ dropped them all back at the Institute, night had already fallen.

While the rest of the Four headed to speak with Professor Xavier, and the others quickly dispersed, Alison and Kara were left with Susan, standing outside the living room. Sue was about to follow her teammates, but as she passed by, she paused, looking in. "Who's that?"

Following her gaze to the easy chair and its sleeping occupant, Alison smiled. "That, Sue, is Superman's Mom."

Sue's eyes went wide. "R-Really?" she exclaimed. "But…she's so..!"

"I know," Kara agreed. "I was surprised, too."

Sue's expression turned from surprised to perplexed, as she absently chewed the side of her lip. "Wait…I…I _know_ her from somewhere…" she murmured. "She looks so familiar…"

As Alison walked towards her, Martha stirred from her sleep. "Alison?" she cried. "Is…is Clark..?"

Smiling, Alison nodded. "He's okay, Mrs. Kent. We found him."

Martha let out a cry of relief, standing up and hugging her. "Oh, _thank_ you, sweetie!" Seeing Kara, she reached out and pulled her into the hug, as well. "Thank you both!"

Keeping back from the tender moment, Sue could only sheepishly smile as Martha's gaze fell on her. "Uh…hi."

Releasing Alison and Kara from her hug, Martha's smile grew. "Why you're Susan Storm, aren't you?" she asked. "From the..?"

"…the Fantastic Four, yes," Susan finished. "We were able to help the X-Men and the League rescue Superman."

"I'm more than grateful for that, honey, but that wasn't what I was going to say," Martha said. "You were that young lady from the Baxter Building, weren't you?"

Sue blinked in confusion at that…and then her eyes went wide as she recalled the time an older lady and her husband had visited the Baxter Building, interested in enrolling their son..! "I remember you, now!" she exclaimed. "You, your husband, and your son came to the Baxter Building! You wanted to enroll him with Reed and I! I had just come from a failed experiment, and…" Her eyes misted as she recalled that one moment of motherly kindness, so unlike the domineering Mary Storm. "…and you wiped the soot off my face…"

Martha nodded gently. "You looked like you were going to cry when I did that," she agreed, before sighing. "I knew we shouldn't have let him wander off…"

"It wasn't his fault!" Sue exclaimed. "I-I wasn't paying attention – he actually tried to _warn_ me…" Her eyes went wide. "_That_ was your son? That was..?"

"Coming there was more John's idea than mine," Martha admitted. "Bless his heart for the thought, he wanted our boy to have the best opportunity with that mind of his, but I didn't want to take him away from his friends…or risk the government finding out about him."

Sue smiled. "That, ma'am, was probably the best call," she said. "Reed never complains, but I know it bugs him that the government seizes most of his patents; I shudder to think what they would have done with…Clark?" Noting Martha's worried expression, she added, "And you don't have to worry; neither I, Reed, Johnny, or Ben will say anything about…"

Her statement was cut off by a wave of nausea, almost doubling her over. Alison and Kara were quickly at her side. "Sue, are you okay?" Alison asked.

"Ugh…I think so," Sue said. "It's just a bout of stomach-flu."

Her brows furrowed, Martha reached out and put her hand to Sue's forehead, surprising her. "Hmm…you don't seem to have a fever," she observed. "When did this start?"

"Just…a few days ago," Sue murmured. "Really, it's nothing!"

A knowing smile creased Martha's face. "Tell me, honey: has that uniform of yours been a bit more snug in the upper area? More than usual?"

Sue felt a mild blush cross her face. "Well…maybe, but what does that have to do with anything?"

"Maybe nothing," Martha said. "But here's the kicker: has Mother Nature missed her monthly visit?"

Sue frowned. "Mrs. Kent, what does this have to do with anything? My last period was weeks ago! I'm not due for another few…days…" Her voice trailed off as her mind whirred, taking all the symptoms she'd dismissed as stomach-flu…and adding up with a new conclusion..!

Sue gasped, her hands flying to her mouth. "O-Oh my God!" she cried. "I…I need to get to the infirmary, _now!_"

As Sue darted off, Alison and Kara could only stare at Martha. "Mrs. Kent?" Alison asked. "Is Susan..?"

Martha just chuckled. "That's for us to find out later, dear," she chided. "Now, I'm sure Charles has other things he needs to tell you, so I'll let you go about your business." Sitting back in her chair, she added, "Just tell that son of mine to give his old mother a hug before he flies off, again."

Alison smiled. "We will." After giving Martha a daughterly kiss on the cheek, she and Kara headed out of the living room.

Reaching the Professor's office, Alison and Kara found the rest of the Four still speaking with him; Alison just managed to catch the tail end of their conversation. "…that's wonderful, Reed!"

Grinning goofily, Reed nodded. "We…we'll have to get started on recalibrating the teleporter right away," he babbled. "Now that we know _exactly_ what happened, we can undo it!"

Johnny was still chuckling. "I still wish I could've seen the look on Vic's face when Big Green yanked it out of his head! _Classic!_"

Ben's expression was mildly apprehensive. "So, Stretch…you plug those numbers into your gizmo, and it'll make me normal? I won't be big an' rocky no more?"

"We'll need to run simulations, Ben, but this is the best lead we've had in a while!" Reed exclaimed. "We should have you normal within the week..!"

"Hold up, Reed," Ben interrupted. "Now, nobody wants to hear that more than me, but…this mug, sure, it's nasty, but it's good at other stuff, too…y'know, like whalin' on the kind of guys that need whalin' on."

Reed's smile faded. "Ben, what are you saying?"

"I'm just sayin' that…that maybe there's more important stuff than me gettin' back to my old, handsome self, y'know?" Ben replied. "Maybe now, you can figure out how to make it so I can switch back and forth when I need to; kinda like Matchstick does?"

Johnny whistled. "Jeez, Ben, when'd _you_ get so philosophical?"

Reed blinked. "You're sure?"

"Yeah, I'm sure."

Charles smiled. "Well, I'm sure that if anyone can work out a compromise to your two states, Benjamin, Reed can."

Reed nodded. "We'll start work on it as soon as we get back, Ben."

"Thanks, Stretch."

Just then, a familiar sonic boom echoed over the Institute, seconds before Superman walked into the office. "Professor."

Charles' smile grew. "It's good to see you again, Clark."

Turning towards Reed, Superman managed a weary smile. "I don't believe we've been properly introduced." He extended his hand. "Clark Kent, Kansas country bumpkin."

Grinning, Reed shook it. "Reed Richards, New York egghead."

Clark laughed. "Pleased to meet you..!"

"Reed?"

At that voice, everyone turned to see a nervous-looking Sue in the doorway. "I was just in the infirmary; Hank just gave me a proper diagnosis."

Reed paled. "Is…is it serious?"

"Kinda." Sue smiled sheepishly. "Do you remember that night, a few days ago? The one where I didn't want protection…even when you said "Better safe than sorry"?"

Reed smiled. "Yeah..?"

Sue's hand went to her stomach. "_Sorry._"

Reed blinked for a few long moments…before his eyes bugged out. "You're..?"

Sue nodded.

Reed's jaw fell open. "We're..?"

Sue looked anxious, but she nodded again.

Reed just gaped at her…before his face widened into a chin-splitting grin. "_I'm…I'm gonna be a Daddy?_" Smiling happily, Sue nodded once more…prompting Reed to wrap his arms around her, pulling her into an embrace as he whooped for joy. "_I'm gonna be a Daddy! We're PREGNANT!_"

Laughing joyfully, Ben pulled them both into a hug. "Well, if _that_ don't beat all!" he whooped. "Congrats, you two!"

Smiling, Alison glanced towards Superman…only to find him gone. Confused, she headed out of the office, listening for him…and found him on a balcony, leaning over the rail wearily. "Your Mom was talking to Sue, a minute ago," she commented. "I think she knew before anyone."

Superman chuckled, but part of it was hollow. "Wouldn't surprise me." Glancing over his shoulder, he smiled at her. "The League has made its choice; we'd like to invite you _and_ Kara to join."

Alison beamed. "I'm sure she'll be happy to hear that," she cooed, "though if that's the case, I'd better help her design a new uniform befitting of the League's new Supergirl."

Superman nodded, before he sighed. "Okay, Ali, you can say it: you were right about Anita, all along."

Alison's smile turned wistful as she moved next to him. "We _both_ were," she whispered. "Even at her worst, I don't think she wanted her father to do something so horrible…"

""Horrible"?" Superman – Clark – repeated. "_God_, Ali, it…it was _perfect!_"

Alison froze. "What?"

"Everything – that whole dream-world – was everything I ever wanted!" Clark cried. "Krypton was thriving! Everyone was happy, and our family was perfect: Jor-El, Lara, even Zod…and you, me, and…and Jay and Lira…"

Alison gulped. "Jay and Lira?"

Clark grimaced, tears flowing down his face. "_Our children._"

Alison gasped, her own eyes watering. "Clark..!"

Clark's arms moved to cradle empty air. "I can still remember…when they were born," he whimpered. "God, they were both so _perfect;_ Jay, he was like the perfect mix of us both…and Lira, she was so much like you – she had your hair, your eyes…"

Alison giggled through her tears. "…and she was probably the biggest crybaby on Krypton, just like her mommy."

Clark chuckled, before his face twisted in pain. "To wake up…I had to tell our beautiful babies that…that they weren't real…"

"_Yet,_" Alison corrected, nuzzling close to him. "You had to tell them they weren't real _yet,_ Clark. We both still have time, and we're both alive; they still could have a chance." She smiled. "_Years_ from now, of course; I don't think either of us are ready, yet."

Clark was silent, prompting Alison to continue. "You should talk to your Mom."

"I will," Clark whispered, "but…could you just stay a while?" Nodding, Alison cuddled closer to him, letting him hold her as he quietly cried…

…and for now, that was enough.

XXXXXXXX

Looking out at the night sky through his bedroom window, Piotr could only sigh to himself, still reeling from all that had happened, today.

Anita was gone.

With another sigh, Piotr closed the window, before stepping out of his room, hoping to clear his head with a walk; he'd just check on Illyana, first…

Quietly opening the door to his sister's room, he peered in…and froze, as he saw Anita standing there, leaning in to give the sleeping Illyana a kiss on her forehead. "Anita..?"

Looking up, Anita looked stricken. "I just wanted to say good-bye…"

Piotr managed a faint smile. "I'm glad," he whispered, "but you don't have to go…"

"I want to stay," Anita whimpered, but I can't; I'm…I'm just too ashamed..!"

"But you don't have to be!" Piotr quietly insisted. "'Yana and I _forgive_ you, and the others will, in time..!"

"But I can't forgive _myself_, Piotr!" Anita sniffed. "I nearly ruined everything!"

Piotr's face collapsed. "So…what about us?"

Tracing his face lovingly, Anita moved close. "I need to go away, now, Piotr; I need to find some way to forgive myself," she whispered. "I hope that when I find it, I can come back, but if I can't…remember me?"

Gently, Piotr smiled. "Always." Smiling back, Anita leaned in close, pressing her lips to his, as Piotr enfolded her in his arms, hopelessly trying to keep her…but it was in vain, as she simply faded into emerald haze, her face disappearing last, leaving only the memory of her kiss.

Alone, again, Piotr could only gaze out sadly at the luminous full moon, thinking only of her.

Ancient myths told the story of the Siren, a beautiful creature that lured countless men to their deaths…and yet it was a lonely creature, never to share its melody with one that could truly appreciate it.

Piotr could only hope that Siryn – _his_ Siryn – would not have to share that fate.

Leaving Illyana's room and returning to his own, Piotr took out his sketch-pad, opening the window to the moonlight, letting it remind him of Anita, as he began to draw her, sitting on a rock on the ocean, gazing up sadly at the full moon; he already had the perfect name for this picture.

_The Siren's Lament._

XXXXXXXX

_Daily Bugle, June 26, 2009_

Sitting at his office-desk, J. Jonah Jameson was hard at work, poring over the latest reports that needed reviewing; what with one of his reporters MIA, he had to pick up the slack…

"Mr. Jameson?"

Glancing up, Jonah lightly scowled. "Took your sweet time getting back here, Kent."

Standing in the doorway, Clark smiled sheepishly. "Sorry about that, sir; I had something of an emergency."

"Well, don't let it happen, again!" Jonah barked, picking up a pile of paperwork and handing it to him. "I need those done by the end of the day!"

Clark nodded as he took the pile. "Yes, sir!" He turned to go…and paused. "Uh…sir?"

Jonah was halfway back to his desk when he heard that…and groaned to himself. "Let me guess: another 'errand'?"

Clark chuckled. "It'll only take a minute…"

"It had _better,_" Jonah warned, "and I expect to see a story on my desk _along_ with that paperwork, mister!"

"Yes, sir! Thank you, sir!" With that, Clark zipped out of his office, while Jonah sat back at his desk, keeping his gaze focused on his work, both to make out the tiny print on the file…

…and to hide the knowing smile that he damn well knew was crossing his face.

XXXXXXXX

_Author's Note:_

_In case anyone asks, yes, this chapter was inspired by the JLU episode "For The Man Who Has Everything." Enjoy!_

_Coming Soon:_

_When a dangerous experiment goes awry, the Justice League answers the call…_

…_only to come face-to-face with a blast from Krypton's past._

_But this joyful reunion is short-lived, as unearthly horrors lurk in the shadows, hungry for freedom._

_Can our heroes drive back these nightmares?_

_And is a greater threat lying in wait?_

_Watch the end begin, when the "Phantoms" come to Earth…_


	34. Phantoms

CHAPTER THIRTY-THREE: PHANTOMS

_Undisclosed location, July 15, 2009_

Staring at the latest computer readout in the lab provided by her new colleagues, Mary Storm could practically _feel_ the capillaries in her eyes bursting as she pored over the data, her frown deepening as she came to the grim result.

The crystal object had shown absolutely no reaction to the latest test.

_Again._

Letting out a sigh of annoyance, Mary strode across the high-tech lab, past the buzzing lab-technicians, before coming to a stop in the elaborate containment cylinder that housed the object. The flat-square crystal prism hadn't changed a bit since she had first laid eyes on it: semi-translucent, off-white, and with a black, stylized 'Z' surrounded by a square diamond etched impossibly into its facets, eerily reminiscent of the crest that Krypton's Last Son bore.

That similarity alone would have been enough to convince Mary of its Kryptonian origin.

Gazing upon the object, Mary felt her frown intensify; for weeks she'd been studying it, now, and the object hadn't given up so much as a hiccup of data – clearly, this device was as stubborn as the other two examples of Kryptonian civilization she'd encountered. Still, Mary was undeterred; the secret to the most advanced technology on the planet – possibly in the _universe_ – lay right in front of her. She just had to decipher it.

Turning back, Mary walked up to the head technician. "So, what's our next step?"

The technician looked grim. "Dr. Storm, there _is_ no next step!" he answered. "We've tossed just about _everything_ we can think of at this thing! There's nothing left to try!"

"What about the neutron beam?"

The technician gulped. "Doctor, that's still in the testing phase! We have no idea what it will do!"

"I know precisely what it will do; it bombards the target object with neutrons, inducing changes at the subatomic level!" Mary responded, moving to the control console. "It worked perfectly well in simulation!"

"Doctor, _none_ of our simulations included _anything_ like this! There's no telling what will happen!"

"We don't have anything left to try, technician," Mary said, powering up the beam; instantly, a mechanical arm dropped out of the ceiling, its tip starting to glow as it aimed at the containment cylinder as its glass shield dropped. "This should get _some_ reaction out of that stubborn thing!" With that, she keyed in the activation sequence.

At once, the beam whirred to life, firing a glowing white stream of high-energy neutrons at the crystalline prism; the beam lanced towards the crystal, splashing against the surface as it absorbed the energy, slowly starting to glow. Watching the reaction with a growing smile, Mary felt her insides clench with excitement; at long last, she would have the answers she so craved.

_PPSSHHEEWW!_

The crystal's glow suddenly went critical as it unleashed an off-white energy-wave, shorting out most of the equipment in the lab before rebounding back…and turning _mauve, _as the neutron beam then started glowing brighter. "Dr. Storm!" the technician cried. "The beam's output is exceeding safety limits! That thing is pulling in more energy than the beam can handle!"

As if on cue, the beam burned itself out, its ray fizzling out, but the crystal's mauve glow only intensified, deepening in colour, as if it had been angered…before the glow condensed into six magenta energy-spheres that shot away from the crystal, passing through the walls of the lab, heading out into the world.

Seeing the last electric lights in the lab flicker out, Mary raced out of the lab, feeling a chill grasp her spine…which only grew as she saw one of those ghostly spheres pass through another wall, heading out. She tried her cell-phone, but it was unusable from the energy-surge, forcing her to find a wall-mounted phone, dialing her colleagues. "Waller? It's Storm; we have a situation!"

XXXXXXXX

_Xavier Institute, a few minutes earlier_

As the morning sun crept over the horizon, most of the residents of the Institute were sound asleep…

…more or less.

Lying in bed together, blissfully entwined, Clark held Alison close as they concluded the last of their nightly interludes, letting his beloved rest on top of him, savouring her gasps of pleasure. "Enjoying yourself?" he whispered lovingly.

Letting the last of the incredibly pleasurable sensations course through her body, amplified by their empathic link, Alison collapsed on her lover's powerful chest with a blissful smile, utterly, wonderfully satisfied. "You _know_ it," she cooed. "Best way _I_ can think of to celebrate report cards."

Clark laughed, folding his arms around her waist, savouring the softness of her breasts as they pressed against him. "Didn't I tell you you'd do great?" he chided. "All A's."

"_And_ B's," Alison corrected, nuzzling into the crook of his neck. "Of course, if I'd known that this was my reward, I'd have studied a _lot_ harder!"

"Well, now you have an incentive to study more in the fall!" Clark teased. "Have you decided where you want to go, yet?"

Alison sighed. "Baby, I don't even know _what_ I want to do, yet," she complained. "Part of me wants to go into the theory of music, but then another part is interested in fashion…"

Clark nodded, recalling how she'd mentioned helping Kara with a new uniform, as well as the work she'd done on her own and Tinya's. "Well, Ali – and I _know_ you don't like being compared to her – you should remember that Lana did a Business/Fashion program, so a Music/Fashion program wouldn't be unheard of."

Alison pouted. "Well, now I _have_ to do something like that, if stupid _Lana_ can!"

Clark laughed. "_Alia_, you should do whatever makes you _happy,_" he said. "Otherwise, you'll be miserable."

The tone of her boyfriend's voice sent shivers up and down her spine, forcing Alison to fight to keep her thoughts in check. As a knowing smile crossed her face, Alison leaned in close, touching her nose to Clark's. "You know, Mr. University Grad, you never got _your_ graduation present."

Clark's grin grew, recalling how well his dissertation had gone. "Yeah…"

Alison's smile was lascivious. "Well, I suppose I'll have to give it to you…_tonight._"

Clark's face fell as Alison danced away, wrapping herself in her bathrobe. "_Tonight?_"

"Mm-hm!" Her smile was teasing as she gathered her clothes. "We couldn't _possibly_ find any more time this morning, since we have a Danger Room session!"

Clark sighed. "No, of course we couldn't."

Her laugh answered him. "It's just as well, since you have to get up, anyway; you and X-Force are first, remember?"

"I remember," Clark admitted, getting up and gathering his gear. "So, rain check for tonight?"

"_May_-be." With that, she darted over and pecked him on the lips, before zipping out the door and into the shower.

Once Alison had finished, Clark was next to get a shower, donning his uniform after he was done. His change complete, Superman walked to the elevator, taking it down to the Danger Room; emerging from the lift, he headed down to the main chamber, where X-Force was waiting. "So, Big Blue, what's on the schedule for today?" Iceman asked.

"Nothing out of the ordinary," Superman remarked. "Just the usual team-drills."

Glancing amongst the others, Dust spoke up. "Um…where are Piotr and Kara?"

"Piotr and his sister had to head home for a few days; he had to help his parents with the harvest, and Illyana was homesick," Superman explained, before his expression turned perplexed. "As for Kara…"

Power Girl's voice interrupted him. "Presenting: the new and improved _Supergirl!_"

Turning, Superman and X-Force spotted Power Girl as she stepped out of the lift, along with Kara – Supergirl, now – in a very different uniform: her silver-coloured bodysuit had been split and tailored into a short-sleeved, skintight shirt, and skintight pants, both trimmed in blue at the edges. The shirt itself was mostly silver, with the crest of the House of El emblazoned in red on the chest, outlined in blue. The pants were also mostly silver, with red on the outer thighs, ending with shin-high red boots, resembling his own. Her hands were covered by red fingerless gloves, with a red cape flowing behind her, fastened at her throat.

Blinking, Cannonball's face went rosy. "W-Wow…"

Smiling, Jubilee ran up to her. "Kara, you look _awesome!_"

Kara smiled back. "Th-Thanks!" she replied. "Alison helped…"

"I just did some of the stitching," Power Girl corrected. "The idea was all hers!"

Phantom giggled. "It's official, Ali: you're like Picasso with a sewing needle!"

Power Girl shrugged. "I try!"

At that moment, Wolverine's voice came in over the audio-system. "_Yeah, yeah, so Flygirl's got some new duds,_" he groused. "_Are all of you gonna gush over Diva's little fashion-show, or are you gonna get your butts in gear?_"

Superman chuckled. "Well, I think we've kept Logan waiting long enough," he said. "We can take it from here, Ali…"

His statement was cut off as his belt-computer started beeping, prompting him to check it. "That's odd; the Fortress is trying to contact me," he mused. "I wonder what could have…" His eyes went wide as he got his answer, shocking him into reverting to Kryptonese. "_S-Sweet merciful Rao!_"

Both Supergirl and Power Girl gasped at his exclamation, though the remark was lost on the others. "Uh…okay, I don't know what that meant, but it _didn't_ sound good," Havok said.

"What's wrong?" Supergirl asked.

Superman's face was pale. "The Fortress just detected an energy-spike," he whispered, "consistent with an attempt to open a Phantom Zone singularity."

The others went silent at that, but Dust was confused. "Phantom…Zone?" she asked. "What's that?"

Android answered her. "_The Phantom Zone is a sub-dimension of absolute nothingness; anything that enters it without shielding loses all physical mass and properties,_" he said. "_First discovered by Krypton aeons ago, it was initially used as a method of waste-disposal, but after the development of nanite-based recycling technology, Phantom Zone technology was incorporated into the criminal justice system, as a means of housing Krypton's most heinous criminals._"

"And now somebody around _here_ is messing with this stuff?" Polaris asked.

Leviathan groaned. "There goes the neighborhood."

"This is _serious_, guys!" Superman exclaimed. "Even if we put aside how someone on Earth figured out how to form a singularity, chances are that they have no idea how to contain it! If they keep messing around, they could open up a hole large enough to swallow the entire continent…or let something already _in_ the Zone spill out!"

Power Girl's hand was on his arm. "We _get_ it, _tausha,_" she said. "What should we do?"

"We have to notify the rest of the League, and have the Fortress zero in on the source of that energy-pulse," Superman answered. "We'd best move in with a small team at first, with as many Zone Singularity Projectors as possible; that means the three of us, plus Kurox. We'll also need the X-Men and X-Force on standby, in case something _did_ come through."

Jubilee managed a sheepish smile. "So…our session's cancelled?"

"Yes, Jubilee," Superman answered grimly, "but something tells me that this will be _worse._"

XXXXXXXX

_Cadmus Installation, undisclosed location_

Walking into Storm's lab, Amanda Waller felt a frown cross her face as she, Senator Kelly, and General Lassider took in the state of the facility. Glancing to Mary, Amanda just arched a quizzical eyebrow. "If this is your way of suggesting you need better funding, Storm, there are easier ways to make a point."

Flushing in annoyance, Mary glanced towards the crystalline object. "All the funding in the world won't help at this point, Waller," she complained. "We've tried _everything_ we can possibly think of, and we haven't extracted a scrap of data from that thing."

Lassider frowned. "Well, obviously you _haven't_ tried everything, Storm. That object is the last link we have to the alien's weapons technology, so you'd better get your act together!"

Her eyes narrowed, Mary was about to retort, but a beeping from the one console she and her team had managed to repair drew her attention towards it, as she checked the readout…and gasped. "We're…we're getting a signal!"

Amanda's eyes shot up to her eyebrows. "From what?"

"The crystal!" Mary cried joyously. "Whatever we did obviously triggered something! We're picking up a type of radio-signal; our computers are receiving data!"

Kelly was instantly interested. "Anything we can use?"

Poring over the data, Mary let out a groan of annoyance. "The data's gibberish," she complained. "It could take weeks to figure it out!"

As his walkie-talkie beeped, General Lassider answered it, scowling as he heard the report. "We could have trouble, Waller; the Kryptonian and his team are mobile. Our satellites managed to catch several supersonic signatures departing the Xavier Institute within minutes of the energy-surge before we lost track of them."

Amanda's face was grave. "Could they be coming here?"

"They can't!" Robert cried. "This is a U.S. government facility!"

"That didn't stop his clone, Kelly," Lassider rumbled. "The only thing we can do is assume they _are_ coming."

Amanda nodded. "Senator, you need to get out of here immediately; the rest of us will remain on-site. Even if that Blaire brat has told her boy-toy about us, she has no evidence to back it up in court; as far as anyone can tell, the two of us and Storm are well within our rights to be here."

Mary grimaced. "Evidence or not, they'll most likely want this trinket back."

"Then get as much data from it as you can, before you hide it," Amanda ordered. "No matter what kind of powers the Kryptonian has, this is the first big step towards defending this country that Cadmus has ever had, and we're not giving that up for _anybody._ Let's get to work!" No-one made any move to argue, as they set about their tasks.

They had a job to do.

XXXXXXXX

Despite the periodic sparking of every electronic device within a hundred miles, everything was quiet outside the base, which only added to the two guards' unease. "I gotta tell you, Lou, this job ain't what it's cracked up to be," one remarked.

"You're tellin' _me_, Joe? Ever since that Doc Storm showed up with that crystal doohickey, the entire base has been hopping up and down tryin' to keep her happy!" Lou agreed. "And then we had that big power-surge – knocked out half the damn base!"

"I know! And then those creepy lights?" Joe asked. "It's like a bad X-Files episode!"

As they spoke, two more guards walked up to them. "Relief shift," one said. "You can go about your business; we'll take it from here."

Lou arched an eyebrow. "Hang on…the next shift isn't supposed to arrive for another fifteen minutes…"

"Change of plans," the other said, his eyes momentarily flashing white. "The schedule's been moved up."

Lou and Joe's faces both went blank. "Yeah…sure." With that, they walked off, their eyes glazed.

With the guards gone, Mystique and the Martian Manhunter both resumed their natural forms. "That was easy," Mystique said.

J'onn nodded. "Yes, though it rarely stays that way." He looked up into the shadows. "Batman?"

Instantly, a familiar cowl-clad shadow dropped down from the base's roof, landing in front of them. "I swept the base perimeter: the power's out through more than half of the base. Infiltration will be laughably easy."

Mystique smiled as she glanced to J'onn. "You were saying?" Switching on her communicator, she hailed the rest of their team. "The way's clear! Move in!"

The very second she said that, Superman, Power Girl, Supergirl, and Tin Man, in spherical flight-form, dropped out of the sky, landing silently. Unfurling and standing up, Kurox swept the area with a scan-beam. "_Master Kal-El, I am detecting significant traces of transdimensional energy in the vicinity consistent with post-singularity formation._"

Superman nodded as he checked his belt-computer. "You're right, Tin Man – someone's definitely opened – or tried to open – a Zone singularity recently."

Power Girl gulped. "Has someone figured out how to open one, around here?"

"_Unlikely, Mistress Ka-Lir; the energy signatures show a significant similarity to a Kryptonian Phantom Zone Cell._"

"So…it's _ours?_" Kara gasped. "How? How could a Zone Cell get here?"

"I don't know," Superman said, "but if someone's been tampering with it, we'll need to find it, and fast!" He turned to Tin Man. "Kurox, keep an eye on those transdimensional readings; let us know when they start spiking." With that, they headed into the base.

They had only gone several minutes when Tin Man's sensors started beeping. "_Master Kal-El, the energy readings have started to converge several meters ahead of us; it is logical to assume that the Cell is in that location._"

"Understood," Superman confirmed, his eyes flaring electric-blue as he scanned the chamber ahead…and frowned. "Well, it looks like Dr. Storm is in the house."

The mention of the senior Storm brought an instant scowl to Power Girl's face, her own X-Ray vision switching on. "Looks like it," she agreed, "along with Waller and Lassider."

Batman arched an eyebrow. "Then this must be one of this "Cadmus'" bases."

"Must be," Power Girl muttered.

His eyes narrowing as he scanned deeper, Superman's frown grew. "They're definitely studying the cell," he said. "That's probably where the surge came from."

"_Master Kal-El, it is recommended that we apprehend these individuals post haste,_" Tin Man remarked. "_Any knowledge they gleam from the Cell regarding Phantom Zone technology could be catastrophic, and should they open the Cell…_"

"…whoever's inside comes spilling out!" Supergirl cried. "And Rao knows _what_ kind of psychopath is locked inside!"

No-one needed to hear any more; darting forward, the seven of them burst into the chamber, startling Storm, Waller, and Lassider, along with the handful of technicians still working…with a square crystalline object – the Cell – sealed within a glass case. Superman's eyes narrowed as he glared at the three of them. "I believe the three of you have something that doesn't belong to you."

Waller quickly recomposed herself. "You _are_ aware that you're trespassing on a government facility, correct?"

Lassider scowled. "We've thrown people in _jail_ for less than what you're doing now!" he spat. "Our security teams will be in here in minutes…"

"We've seen the rest of your base, General," Batman growled flatly. "More than half of your communication systems are inoperable; as far as your security knows, we're not even here."

Superman's expression matched his teammate's. "And you have no-one to blame but _yourselves_ for that much," he snapped. "We all _know_ who you are and what you're doing here, so _don't_ insult us by suggesting otherwise!"

Amanda's glare didn't waver. "Regardless of what you _think_ you know, Kryptonian, you haven't a shred of proof – absolutely _nothing_ you've seen or heard here will hold up in court…"

"Right now, Waller, we're more concerned with how you're messing with technology too advanced for you!" Power Girl shot back. "You find some artefact, and your first idea is to screw around with it? _Seriously?_"

"We're wasting time!" Supergirl muttered. "Tin Man?"

"_Acknowledged,_" Tin Man rumbled, as he strode towards the main console, his hand morphing into a crystal spike, which he jabbed into the main disk-slot.

As he did so, Mary was utterly transfixed by the sight of him. "A fully functioning A.I…" she murmured, before her eyes flitted to the readout. "W-What are you doing?"

"_Isolating and deleting any and all data recorded during your experimentation on the Zone Cell._"

Mary paled. "You _can't!_" she cried, trying feebly to pull him away, to no avail. "It took me _months_ to get anywhere with that research! It could be the biggest breakthrough in history…"

"I hate to bust your bubble, Storm, but your breakthrough likely isn't what you think it is," Superman said. "The object you've been looking at is a Phantom Zone Cell, designed to contain one of Krypton's most heinous criminals within the Phantom Zone; it houses absolutely no data that you can use…"

"_Superman!_"

Tin Man's call drew Superman to the console. "_I was able to scan Storm's data; the Cell was giving off low-level transdimensional radio-signals._"

Superman blinked. "But that's…impossible…" he murmured, his voice trailing off as he read the decoded data-stream…which morphed into flowing Kryptonese. "Storm, did you alter these signals in _any_ way?"

Confused, Mary shook her head. "I haven't even been able to read them, until now!"

Angry, Lassider drew his gun. "You'd better start talking, boy!"

"That's _not_ a criminal in that Cell!" Superman cried, darting to the glass case; with one punch, he smashed the glass, pulling it out.

J'onn's eyes went wide. "Superman, what are you doing?"

"_Trust_ me!" Reaching to his belt, he drew and expanded his Zone Singularity Projector; before anyone could stop him, he loaded the Cell into the Projector, set it to decode the Cell, and activated it.

Instantly, the projection-head of the ZSP opened, projecting an off-white conical beam ahead of Superman, as a dot of pure, inky black-violet nothingness appeared in the center of it. Seconds later, the dot expanded into a large, spherical gap in reality.

The Phantom Zone.

As swiftly as it appeared, the singularity began to retract, leaving something in its wake: first, the top of a head appeared, then hands, feet, arms, legs, shoulders, and then a torso, as the singularity fully collapsed…

…and when it was gone, in its place stood a tall, strongly-built man, a good few inches taller than Superman, with dark hair kept short, his mouth framed by a trim black beard daubed with grey streaks, his dark eyes dazed, clad in a silver-and-black version of Superman's uniform, except with full black gloves, and a series of silver dots on his collar…and a stylized silver 'Z' emblazoned on his chest, within a square diamond.

As she saw him, Supergirl's mouth fell open, her hands flying up to cover it, while Power Girl just stared. "It…it _can't_ be…"

Superman could only stare in awe, somehow managing to find his voice. "G-General Zod…"

Groaning to himself as he struggled for balance, the General looked in his direction, his eyes glassy as he scowled. "_Who are you?_" he barked, in perfect Kryptonese. "_How dare you wear the crest of the House of El! Identify yourself, this instant!_"

Superman's jaw clench. "_I'm…I'm Kal, sir,_" he answered. "_Kal-El._"

Zod shook his head. "_W-What? But…Jor's boy was only born…_" he began, before he staggered. "_Merciful Rao, how long have I been in there?_"

Superman stepped forward, taking hold of Zod's shoulders to steady him. "_About thirty years, sir._"

Looking into Superman's face, Zod's vision cleared, as he studied his features…and laughed out loud. "_By Rao's red heart, boy! Your father's IMAGE!_" he whooped, pulling Superman into a bear-hug. "_I knew Jor would get me out of there! Where is the old lab-dog?_"

Superman's smile faded. "_General, I…don't really know how to tell you this, but…we aren't on Krypton – we're on Earth._"

"_Earth?_" Zod's tone was incredulous. "_That Class One planet he studied from time to time? Why in Rao's name would we be here?_"

"_Because that's where he sent me,_" Superman answered. "_Jor-El sent me to Earth to escape the blast._"

"_Blast? What blast, boy? What are you…_" Zod's voice trailed off. "_He…he'd told me once how he suspected Krypton's core was destabilizing, how he planned to inform the Council…_"

Superman closed his eyes. "_He was right, sir,_" he whispered. "_About thirty years ago, Krypton exploded; we're all that's left of our race._"

Zod yerked as if he'd been _hit._ "_No, no, NO!_" he howled, dropping to his knees. "_Those…those FOOLS! How could they not listen? They doomed us all!_"

Stricken, Supergirl stepped forward. "_Not all of us, sir,_" she said. "_Uncle Jor sent Kal here to escape Krypton's destruction, and then later, he went back to Argo and rescued me!_" She managed a smile. "_There's still some hope._"

Calming himself, Zod got back to his feet, smiling back wearily. "_Indeed there is…and I should have expected the children of El to find it._"

Superman chuckled, before his expression turned grave. "_General, what were you doing in the Phantom Zone? How did you get there?_"

For a moment, the General's face went blank, before he regained composure. "_I…I was at the Council Building,_" he began. "_One of our officers had been found guilty of war-crimes during the Shi'ar Siege, and was to be exiled to the Phantom Zone. There was a massive explosion – it must have been the planet going up – and the criminal was killed, along with the Council. Unfortunately, the Zone Projector had already been activated, and I was caught in the singularity. My Zone-Cell must have been thrown out into space by the blast._"

"_That's awful!_" Kara cried. "_You…you were literally massless for over thirty years! How did you stay sane?_"

Dru's jaw clenched, his eyes scrunched shut. "_Shortly after I was cast into the Zone, I witnessed a massive energy-surge, before Fort Rozz – the Defence Force's Headquarters – was thrown into the Zone; its shielding allowed me to retain my solid form,_" he said. "_There were a handful of survivors left when the Fort was cast in, but over time…after attacks from the Zone's inhabitants…I was the only…_" He covered his eyes, looking away. "_I-I'm sorry, it's been…difficult._"

Superman nodded, placing his hand on the General's shoulder. "_It's over now, sir; you're among friends, now…_"

Lassider's eyes narrowed. "_What the hell is going on, here?_"

Waller's expression matched his. "You'd better start explaining yourself, Superman; I thought you said that thing houses criminals…"

"Normally, they do," Superman agreed, "but during Krypton's destruction, someone was cast into the Zone by accident." Managing a smile, he gestured to the General. "Allow me to introduce the Supreme Commander of the Kryptonian Defence Force, High General Dru-Zod!"

Dr. Storm's eyes lit up. "You mean, he was Krypton's chief military commander?" she exclaimed. To Zod, she added, "I-I have so many questions!"

Zod scowled. "_Why is this primitive babbling at me?_" he muttered. His scowl deepened. "_Did she have something to do with the energy surge that impacted the Zone?_"

Superman's eyes narrowed. "Dr. Storm, just prior to the energy-wave, what were you doing to the Cell?"

Mary looked nervous. "Well, nothing else was working, so I tried to activate it by bombarding it with neutrons…"

"_What? What is she saying?_" Zod demanded.

Superman's eyes shut tight. "_She bombarded your Cell with high-energy neutrons._"

Zod was aghast, as he fixed Mary with a glare known to reduce grown men to _incontinence._ "_Oh, you stupid, stupid, STUPID primitive!_" he roared. "_Do you have even the slightest IDEA what you've done?_"

Mary gulped. "What did he say?"

"He called you a dumbass," Power Girl snapped. "A _monumental_ dumbass, in fact!"

Waller arched an eyebrow. "And why is that?"

"Phantom Zone singularities are created using a high concentration of energy," Superman said. "When Storm fired that neutron-beam at the Cell, it became a sort of focal point – the energy-wave you experienced was a pre-singularity formation!"

Batman's tone was level. "Then there could be a singularity somewhere near here?"

Superman nodded. "Possibly more than one!" he said. "What's worse, without a stabilizing gravity-field like the ones Projectors use, these pre-singularities will be _unfixed,_ and capable of moving – they're going to _seek out_ the largest energy-sources and head straight for them!"

The three members of Cadmus all looked alarmed at that notion. Amanda spoke first. "And when they find one?"

"When they find one, they'll absorb as much energy as they can from it, until they reach a critical point," Superman answered. "And when _that_ happens, the pre-singularity will become a full-grown singularity, expanding geometrically, and opening a portal leading to the Phantom Zone – either an incoming portal, which will suck anything in its path into the Zone…or an _outgoing_ one, which will spew out anything and everything stored in the Zone, including Krypton's criminals."

By now, even J'onn, Mystique, and even Power Girl and Supergirl were shocked to silence. Batman simply arched an eyebrow. "Congratulations, Director Waller," he said flatly. "You may have just killed everyone on Earth."

Amanda's jaw clenched. "What…what can we do?"

Superman's eyes narrowed. "Right now, Waller, what you three can do is _stay out of the way_; cleaning up your mess happens to take priority over shutting you down," he snapped. Turning away, he looked to his comrades, including General Zod. "There's no telling where those pre-singularities could go!" he exclaimed. "Contact the others, and tell them to meet us at the Institute; Kara, Ali, Kurox and I will get the General up to speed at the Fortress!" Turning to Zod, he quickly switched languages. "_General, if you'll follow us?_" Nodding, Dru quickly followed them out of the base.

Emerging into the sunlight, Zod gasped as the sun's rays hit him, before he smiled, closing his eyes as he soaked in the energy. "_A yellow sun…_"

Supergirl smiled. "_I know, sir; I was giddy for weeks after I got here!_"

As their teammates headed to the Javelin-1, Superman took to the air, as did Supergirl, Power Girl, and Tin Man, after assuming flight-mode. "_I understand it can be a lot to get used to, sir,_" he said, extending his hand. "_If you'd like, we can give you a lift…_"

Zod just chuckled. "_I appreciate the gesture, Godson,_" he said…before he effortlessly rose into the air to meet them, "_but many of my campaigns have put me on planets near yellow stars; the effects of their rays are far from foreign to me._"

Superman could only chuckle sheepishly, feeling more than a little dumb. "_Oh. Well, that does save time,_" he replied. "_In that case, follow us!_" With that, the five of them flew off, heading north.

Time was of the essence.

XXXXXXXX

After Superman and his cohorts – now including that "General Zod" – had left, Amanda could only put her hand to her forehead, leaning against the wall. '_Dear Lord, how could this go so wrong?_'

General Lassider looked ready to _pop._ "What the hell just happened, Waller?" he exploded. "There are _four_ of these things now? _Plus_ a robot? _PLUS_ a superpowered mutt?"

"Forgive me, General, but I'm more interested in the more _immediate_ threat," Amanda snapped. "The threat that _we_ unleashed!" Even as she said it, her mind was reeling; she was already picturing one of those portals floating into a populated area, before going off, expanding like a ravenous mouth, swallowing thousands of innocent civilians, sucking them into a virtual hell…

"There…there was no way we could have known," Mary spoke up. "S-Science always involves risks! We had an opportunity that we couldn't pass up!"

Amanda snorted. "Well, it's passed, Storm."

"Not yet, it hasn't!" Lassider interrupted. "The Kryptonians and the League will be looking for these things; all we have to do is track their movements, and then corral one of these things!"

Mary's eyes went wide. "If…if we can contain an active singularity…think of what we could _learn!_"

'_Oh, Dear God, what kind of fools am I working with?_' Amanda's words were as incisive as her thoughts. "Did you two just _hear_ yourselves?" she snapped. "You're talking about _containing_ a miniature _black hole!_"

"It _can_ be done, Waller!" Mary retorted. "I've done extensive work with particle supercolliders, and done much of the worst-case scenario theorizing; the theory can easily be adapted to containing such a singularity!"

Lassider nodded. "If we can study one of those things, we could figure out how they're made!" he urged. "Think of it, Waller: the _perfect_ antipersonnel weapon! We just drop one on the towel-heads' hideout, and _poof!_ They just disappear! We _can't_ pass that up!"

That point hit Amanda hard, she had to admit. "Let's just get one thing _straight_, General," she warned. "We formed this little posse to _protect_ American lives; I want your _word_ – from _both_ of you – that _every_ precaution will be taken! If it even _looks_ like this little op will go south, you _kill_ it! Understood?"

Lassider scowled, but he nodded, regardless. "Understood." With that, he and Storm headed off, leaving Amanda behind, to wonder, for the first time, whether or not she'd made the right choice…

XXXXXXXX

_North Pole_

The trip to the Fortress was certainly more eventful than it normally was, Power Girl had to note; as they'd flown, Superman, in fluent Kryptonese, had more-or-less filled General Zod in on what had transpired since he'd landed on Earth, with Supergirl jumping in at the more recent events. The General had simply nodded, smiling faintly as Superman talked…or babbled, in some cases.

Seeing her _tausha_ like that caused Power Girl to smile at how eager Clark was to gain his godfather's approval. When Superman mentioned who she was, Zod had glanced her way, with one eyebrow arched sternly, causing her to look away.

The fact that Zod might disapprove of her relationship with Clark hadn't even crossed her mind.

Fortunately, if the General had disapproved, he didn't show it as they finally reached the Fortress; heading into the main lab, Superman quickly adjusted the Fortress' Knowledge Chamber, readying a language-download. "_General, I've prepared a new language file for your convenience; it should facilitate your communication with the others._"

"_Oh, yes, of course,_" Dru replied, stepping into the Chamber. "_Proceed._" Nodding, Superman tapped the activation symbol on the holo-interface, activating the Chamber.

Instantly, the column of light, flowing with Kryptonian holo-glyphs, descended on the General, causing him to sharply inhale. Seconds later, the Chamber shut off, allowing Zod to step out. "Hmm…an interesting tongue, I suppose," Dru mused, his commanding voice tasting the new syllables. Glancing around the Fortress, he smiled, his tone softening. "I'd almost forgotten how brilliant Jor really was; he programmed a _single_ nano-crystal to generate this place?"

Superman nodded. "Along with practically all of Krypton's knowledge," he agreed. "From what I understand, this is a replica of his home?"

"Indeed it is," Zod murmured. "An almost _perfect_ replica…"

"Maybe not _exactly_," Power Girl offered. "Kal has made some improvements."

Zod arched an eyebrow. "Oh?"

Superman smiled sheepishly. "Oh, nothing major…"

"Baby, you have this place running on an ECM," Power Girl chided. "That sounds major to me!"

Dru's eyes went wide. "An E_C_M?" he asked. "Jor actually finished work on that?"

"He'd more-or-less finished its design," Superman said. "It was easy for me to fill in the gaps."

Zod nodded. "Well, between all this, your "Justice League," and this "Institute," you certainly _have_ been busy," he noted approvingly. His smile grew. "And did I see the Sword of Von-El in that statue in the Main Hall?"

Superman grinned. "That one was all Kara."

"Ah," Dru said. "And this only happened _after_ Old Saer died before he could eat his words." He shrugged. "I suppose it's just as well; after a humbling like that, the old fool would have likely exploded and taken Krypton with him."

At that mental image, Kara couldn't help but laugh. "Uncle Dru, you're too much!"

Superman chuckled, before his expression turned grave, his thoughts returning to the task at hand. "Fortress: initiate planet-wide scan, and key scan-filters to pre-singularity energy signatures." Instantly, a holographic image of Earth appeared, before zooming in on the North American continent…and highlighting a dozen neon-pink dots. "Compare readout to initial scan results."

As the first scan overlapped the new one, Supergirl's eyes went wide. "There…there are _more_ of them, now?"

Superman nodded grimly. "I was afraid of that," he murmured. "From what I know of Phantom Zone physics, Storm's neutron-beam didn't give them enough energy to fully open, but it did give them enough to start fragmenting."

"Could they do so, again?" General Zod inquired.

"It's possible," Superman answered, "especially if we don't handle them right."

Dru frowned. "And it looks like even their polarities are in flux."

Power Girl gulped. "Meaning…"

"Meaning they could potentially do anything," Zod muttered, grimacing. "I've seen potential Zone-breaches before…but _never_ this bad…"

Supergirl frowned. "Yeah, well, we can thank Dr. Storm and Cadmus for that!"

Zod's eyes never left the moving magenta dots. "You were right, Kal," he said grimly. "I'm not familiar with most of these settlements, but the singularities are heading towards them; they're being drawn by the power-facilities, alright."

Power Girl grimaced. "We'll never be able to cover that much ground alone."

"Not with that attitude, girl," Zod groused. "What resources are available to us?"

"You already know about the League, the X-Men, and X-Force," Superman said. "We've also befriended most of this country's more prominent meta-humans, such as the Avengers and the Fantastic Four; should worse come to worse, they should be able to assist us."

Dru sighed. "Not exactly the same as having the First and Second Fleets," he remarked, "but I suppose it will suffice." Glancing up, he instructed, "Synthesize one Zone Singularity Projector." Instantly, the ring of an inactive Projector materialized in front of him; taking it, he expanded the Projector, inspected it, and then retracted it, clipping it to his belt.

Properly armed, Dru turned to his godson. "Well, I trust that's everything?" the General asked. No-one objected. "Well, then, we had best inspect the troops." With that, the four of them, plus Tin Man, headed out of the Fortress, flying towards the Institute.

Within minutes, they had reached the Institute, touching down on the back lawn, where the League, the X-Men and X-Force were waiting, along with Wolverine, Storm, Beast, Madelyn, and the Professor. As they touched down, Krypto barked happily, scrambling towards his master, but as soon as he saw Zod, he stopped dead in his tracks. Superman chuckled. "It's okay, boy," he soothed. "He's a friend."

Spotting the General, Phantom went pale. "Holy…that's…that's really him…"

Taking a sniff, Wolverine scowled. "Well, he sure smells like Flyboy and Flygirl, that's for sure."

"General, it's an honour," the Professor greeted. "We've heard a great deal about you."

With a measuring eye, Zod briefly nodded. "Professor." He glanced to all of them. "I trust you all have been briefed on the situation?"

"You mean how there's a bunch of unformed portals to a prison-dimension floating across the continent?" Spider-Man asked. "Yeah, we got the memo."

Green Lantern sighed. "Sad to say, we can't say we're exactly surprised."

"But how did this happen?" Storm asked.

Power Girl grimaced. "Well, you see…Dr. Storm, Sue's mother…"

Beast groaned. "Got it."

Madelyn gulped. "So there are several of these "portals" floating across the continent?"

"_Affirmative,_" Tin Man reported. "_These pre-singularities are drawn to energy sources; upon intersecting one, they will absorb energy until achieving critical threshold, at which point they will expand into a stable singularity._"

Phoenix shuddered. "And once they do, they'll either suck us into the Zone, or spit out any number of Kryptonian super-criminals."

"I'm afraid the situation is somewhat worse than that," Dru answered. "Normally, each criminal housed in the Zone was linked to their Cell, which retained their basic molecular composition, effectively anchoring them to this dimension and providing a record by which they could be reintegrated."

Superman's eyes went wide. "Oh my God…General, you're _right!_ With every last Cell lost in Krypton's blast…the expulsion-vector of any outbound singularity will be _random!_ There's no telling _what_ could come out of the Zone!"

"So what's the plan?" Cyclops asked.

"We'll need to split up," Superman answered. "We'll make five teams, with each team having access to a ZSP; the Watchtower is still tracking the pre-singularities from orbit, so we'll neutralize every last one in one sweep! Let's _move!_" With that, the entire group split up, heading to their respective vehicles.

There was no time to lose.

XXXXXXXX

_Miami_

Flying over Miami, Power Girl kept her eyes trained on the city horizon, sweeping her gaze over the entire city, trying to spot any sign of the nearest singularity while the Javelin-2 touched down in an empty lot. Finding nothing, she quickly touched down, while Rogue, Gambit, Spyke, Iceman, Magma, Wolverine, Miss Martian, Dust, Leap, and Aquaman emerged from the Javelin. "Find anything, Diva?" Wolverine asked.

"There's no sign of the singularity," Power Girl reported. "Wherever it is, it's not in the open."

Wolverine scowled. "Great."

Aquaman grimaced. "I'll contact the Watchtower; maybe Beacon can get a better fix on it."

While Aquaman drew his communicator and hailed the Watchtower's computer, Magma blinked. "I'm sorry, I'm still a bit confused; who exactly is this "General Zod"?"

"Back before Big Blue's planet went up, he was Krypton's military head-honcho," Iceman answered.

Leap blinked. "Really?"

Power Girl nodded. "To Kal, though, he's a lot more than that," she said. "He's Kal's _or'shon._"

Dust looked confused. "I'm sorry? His…what?"

Power Girl chuckled. "Basically, his godfather, though the title meant a lot more on Krypton; it was a tradition stretching all the way back past Krypton's Age of Wars," she explained. "Like it is here, the _or'shon_ was expected to help raise and guide the child, and take care of the child should the parents die. Unlike here, however, the _or'shon's_ guidance extends through early adulthood, and they often help the child find their place in Kryptonian society. Furthermore, if abuse is suspected, the _or'shon_ has the right to challenge the parents' authority…though, thankfully, that was almost never the case, since child abuse was practically _unheard of_ in modern Kryptonian society."

Spyke whistled. "So, in other words, it's like Big Blue just got another piece of his birth-family back."

Power Girl nodded. "Guess so."

"Swell," Wolverine muttered. "Now if you could all stop gabbin' about this guy and get back to work, we'd be just dandy."

Miss Martian arched an eyebrow. "What's his problem?"

Iceman chuckled. "Oh, he's probably sore on account of he's now the _second_ scariest guy around, now that the General's here."

"_Heard_ that, Drake."

"Guys?" Aquaman spoke up. "Beacon's feed just came back: we've got three of these things in the immediate area…and one of them's practically right on top of us!"

The very second he said that, there was a ripple in the wall to their left, as a pulsating sphere of magenta energy phased through it, hovering right past them, heading away. "Gambit guessin' dat's it," Gambit muttered.

"Ah sure hope so," Rogue said. "Otherwise, we got _two_ problems."

Quickly drawing her ZSP, Power Girl extended it around her arm, took aim at the singularity, and fired; instantly, the translucent cone of off-white energy surrounded the singularity, shrinking it down to nothing. "Aquaman, where's the next one?"

Aquaman checked his communicator. "The last two are bunched close together a few blocks from here, heading west; we should be able to catch them on foot!" That was all they needed, as the entire team headed west.

Within minutes, they had passed several blocks, emerging onto an open road, where a lone pre-singularity was floating along, heading away from them. "Okay, that's one, but where's the other?" Leap cried.

Wolverine's eyes narrowed. "We got bigger problems than that, Pop Tart – look!" Following his pointing hand, they spotted the lamppost that the magenta sphere had just passed through; the second the sphere has passed through, the metal started to buckle, tipping the post forward…right where two kids were riding their bikes!

Iceman reacted just a half-instant before Power Girl could warn him. "Leap, grab those kids!" he ordered, firing a stream of frigid air, freezing the pole in place. Leap reacted instantly, winking away and reappearing next to the kids, grabbing them and 'porting them clear seconds before the ice melted, sending the pole crashing down.

The very instant they did so, the singularity _turned around_, heading straight for them.

Magma paled. "W-Why did it change course like that?"

"These things are drawn to energy, Amara!" Power Girl answered, aiming her ZSP. "Using our powers draws them to us! As long as they're nearby, _no_ powers!" With that, she fired again, shrinking the sphere into nothingness.

Checking his communicator, Aquaman frowned. "I don't get it; according to the readout, the last one should be right next to us, but I don't see any…" But he got no further, as the building beside them started to shake, right before the entire wall fell away on top of them, revealing the last singularity.

Quickly, Miss Martian raised a TK-bubble around her teammates, but that only served to draw the singularity towards them. Flanking left, Iceman fired another freezing stream, luring it away, while Magma assumed her fiery state, firing a stream of molten fire around the building's foundation, reinforcing it before it collapsed. Spotting a downed power-line, Spyke fired a bone-spike with pin-point accuracy, pinning the sparking cable down.

Glancing up, Gambit gulped as he spotted the singularity turn back. "Looks like dat thing just spotted a bigger snack." Sure enough, the glowing orb was floating straight for the sparking cable, reaching it in seconds; as it drew close, the streaming electricity leapt into the air, arcing around the singularity before vanishing into it.

Power Girl felt her insides clench. "_Kill the power!_" she cried, but it was too late: the sphere had already doubled in size…as a pinprick of violet-black appeared in its center. The black dot rapidly grew and grew, replacing the bright pink, expanding into a car-sized sphere, pushing and grinding away the pavement as it expanded into a sphere the size of a bus…

"_Everybody clear!_" Power Girl tried, firing her ZSP at the new Phantom Zone portal, trying to close it, to no avail: it was in its growth-stage, and couldn't be stopped. "I think it might be a…"

But the portal quickly answered for her, as a huge, mtwisted claw reached out of the Zone, clenching into the asphalt, taking a firm hold of solid ground…before a massive, misshapen, six-armed _thing_ pulled itself half-out of the portal, emerging up to its waist, revealing a torso covered with boils and ugly growths, a hairless head with two black eyes, a working jaw moving underneath its mottled skin…and a fanged maw in the middle of its chest.

Leap was the first to react. "_Oh, GROSS!_"

Iceman grimaced. "Ali, can't you use that gizmo to shove it back in?"

"What do you think I'm _trying_ to do?" Power Girl cried, keeping her Projector's energy-cone trained on the portal and its occupant. "I think I can reverse the portal's polarity, but I need more time, and this thing isn't waiting!"

"Well, then I guess we'd better teach it some _patience!_" Wolverine snarled, popping out his claws and leaping at the thing's nearest appendage, slashing huge gouges out of its arm. As the thing howled, pulling its arm back, Iceman quickly fired a frigid stream of air at it, freezing another of its arms all the way up to the shoulder, but the beast roared again, breaking free of the ice and swiping both Iceman and Wolverine away, sending them sprawling.

Seeing the creature try to pull itself out of the portal, Aquaman fired his grapnel-arm into one of its lower arms, stabbing it and causing the thing to lose its balance, while Magma burned another with a burst of flame; enraged, the beast's lower maw let out an inhuman roar, as two of its upper arms pulled back to slam its two attackers, but it missed horribly, as Leap 'ported in, grabbed Magma, and 'ported clear, while K'imm used her TK to yank Arthur out of the way.

As the Zone-thing tried to reestablish its grip on the ground, Spyke let loose a salvo of bone-darts, just as Rogue gave Dust a tap, before they both whirled into twin sandstorms, catching the spikes and spinning them up to deadly speeds, sending them spearing into the monster's flesh. Howling in pain, the creature never noticed Gambit sneak up to the claw it was using to keep hold, and touch it, charging it with energy…before sprinting clear, seconds before it detonated in a burst of black gore. "Ali?" Gambit asked. "Remy don' mean to hurry you none, but he be thinkin' dis be a good time to use dat gizmo…"

Frantically fiddling with the Projector's controls, Power Girl smiled. "Got it!" she declared. "Be ready to run!" With that, she shut off the beam-cone, twisted one crystal dial, and fired another one. "_RUN!_"

At that, the entire group ran away from the void as fast as they could, right before the portal's surface shifted, pulling everything near it into its event-horizon, and sucking the beast back into its depths; the creature roared in anguish, trying to resist its pull, but eventually, the portal won out, and the monster was pulled back into the Phantom Zone, as the portal sealed itself, winking right out of existence.

With the portal closed, the group breathed a collective sigh of relief. "Let's hope we never have to see any more of those…things!" Magma exclaimed.

Power Girl looked stricken. "Somehow, Amara, I have a feeling we won't be that lucky…"

XXXXXXXX

_Manhattan, a few minutes earlier_

_Initiating sensor-sweep…done._

_Trans-dimensional anomaly detected; two clicks north-by-northeast._

As Tin Man swept the area with his scanners, Shadowcat looked nervous as she and Avalanche waited for the readout. "Any luck, Kurox?"

"_Affirmative, Katherine Pryde; the nearest singularity lies within two clicks of here,_" Tin Man reported.

Avalanche grimaced. "Right in the middle of the suburbs," he murmured.

"I know," Shadowcat agreed. "The others have started evacuating the area, but at this rate…"

"_We must proceed faster,_" Kurox stated. "_In their present state, the pre-singularities can destabilize most structural materials at the quantum level; structural damage of all buildings in their path is imminent._"

"Sounds like we'd better tell the others," Avalanche agreed. With that, the three of them turned and headed back to the Javelin-3.

Reaching the empty playground the Javelin had touched down in, the three of them met back up with Green Arrow, Madelyn, Scarlet Witch, Jubilee, and Husk. "We've alerted the people in the immediate area, and fire crews and med-teams have been alerted," Green Arrow said. "How's it look?"

"Not great," Shadowcat said. "This thing is lying in the middle of the suburbs."

Madelyn flinched. "Conventional evac won't be nearly quick enough," she said, pulling out her communicator. "S.H.I.E.L.D. should be able to help us get these people out of here."

"_Affirmative,_" Tin Man answered. "_In the meantime, we will proceed to the singularity._" With that, they headed back into the suburbs, as Madelyn hailed S.H.I.E.L.D. for assistance.

As their team headed into the suburbs, the evacuation was already underway; fire trucks and ambulances were pulling up around the area, as the locals started to flee their homes…but they wouldn't clear out fast enough. "How about now, Tin Man?" Scarlet Witch inquired. "Any sign of them?"

"_Scanning…done. Sensors detect two pre-singularities in the immediate area,_" Tin Man answered. "_Nearest singularity is within…_"

"Hey, guys! Come look at this!"

A younger voice drew their attention away from Kurox's scan readout, towards a group of kids, ignoring the order to evacuate, kneeling around something on a lawn. "Whoa, what _is_ that?" one boy asked.

"Beats me," a girl remarked, "but isn't it cool?"

Another boy piped up. "How's it floating there?" He moved an inch to the right…revealing a pale magenta glow…

Shadowcat's eyes went wide. "Oh, God…tell me they're not looking at it!"

"_Alert! Zone pre-singularity detected!_" Tin Man boomed, his left arm shifting into a Projector as he marched towards them. "_Human adolescents, stand clear immediately!_"

Green Arrow groaned. "Very subtle, big guy."

Jubilee grimaced. "Kurox, you're scaring them…"

But it was too late; as they saw the massive crystalline machine stomp towards them, the children gasped, recoiling in horror, as one of them dropped his MP3-player, cracking open its battery case and sending the batteries skidding into the glowing sphere of magenta light….which instantly started to glow brighter.

Husk gulped. "Okay…that doesn't look good…"

Madelyn's eyes narrowed. "Get that thing _out_ of there!" Reacting instantly, she telekinetically grabbed the kids and yanked them clear of the glowing sphere, while Scarlet Witch fired a hex-blast to the side of the singularity, impacting a fire-hydrant, causing it to spontaneously rust just enough to release a jet-stream into the sphere, trying to blast it away, but the sphere didn't move, as the water passed _through_ it…right before it simply _split_, becoming _two_ singularities.

Avalanche snorted. "Oh, great; like we didn't have _enough_ to worry about."

Silent as always, Tin Man simply aimed his arm at the nearest singularity, projecting an off-white cone that shrunk it into nothing. Turning, he tried to get a fix on the other one, but the split had sent it floating into a parked oil-delivery truck; flitting into the hood, the singularity shorted out the car-battery, sending current shooting through the entire engine-block, igniting the fuel all at once, along with the contents of its delivery tank.

Madelyn barely had enough time to raise a TK-shield as the entire truck was ripped apart by a massive explosion…but the very second the blast-plume tore through the truck, it was sucked right back in on itself, into the now car-sized singularity, which suddenly turned _black._

Scarlet Witch's face turned pale. "Tell me it's not doing what I think it's doing…"

As if to answer her, the singularity expanded into a huge Phantom Zone portal, easily twice the size of any house, grinding away at the concrete as it swelled like a dimensional boil, blotting out even the light that touched it with its violet-black void…before a misshapen limb, with two hands linked to a single wrist, reached out of it.

"_Alert! Outgoing portal detected!_"

Tin Man's warning came just as the portal collapsed back in on itself, winking out of existence, leaving a massively deep, smooth-walled crater behind…along with something _else._

Shadowcat felt her stomach start to churn. "What _is_ that thing?"

Glancing into the crater, Madelyn couldn't blame her; the thing lying in the crater was easily the most unearthly sight she had _ever_ seen. Lying utterly still, the creature's flesh was a sickly peach-orange, twisted and mottled with scar-tissue, with two lumbering arms, each with two hands at the wrist, ending with deadly claws that gleamed in the daylight. Its torso was thick, spreading out with its bulky shoulders and tapering further down its body, ending in a stump lined with razor-sharp claws. The creature's head was on a neck that was a half-length too long for any humanoid, with the head itself missing a nose and lips, with a single black left eye…and a _double_ right eye, also black, just above its mouth of jagged teeth.

Jubilee's hands flew to her mouth. "Oh, God…I'm gonna be sick…"

Husk was trembling. "A-Ah thought that it was Kal's people that got tossed in there…"

"_You are correct, Paige Guthrie,_" Kurox stated. "_Without a valid reference, however, any matter crossing back to this dimension will be reassembled randomly._"

"Huh?"

"He means that, without some kind of guide, like with Zod, the Zone doesn't know how to put people back together," Green Arrow explained, grimacing as he glanced towards the creature, "and this is what happens."

Avalanche gulped. "Is it…dead?"

"_SNNNRRRAAAWWWRRRGGKK!_"

The question answered by that inhuman roar of rage and anguish, the eight of them looked into the crater in time to see the Zone-thing pull itself out, onto the pavement, its misshapen eyes glaring at them. "Guess that answers that q – _urk!_" Green Arrow began, but he was silenced as the thing swiped at him with its arms, sending him flying across the road, landing hard on the pavement. His eyes narrowing, Avalanche unleashed a tremor underneath the creature's feet, sending it plummeting into the resulting crack in the ground…

…until a purple-black ghostly image of the creature flitted up through the ground, before rematerializing behind him, sending him flying with another roundhouse swipe. "W-What the…h-how did it do that?" Shadowcat cried.

"_Hypothesis: due to improper reintegration, unknown bio-form is not completely in-phase with this dimension, and remains partially in-phase with the Phantom Zone,_" Tin Man stated. "_Bio-form is thus capable of switching between the two dimensional phases at will._"

"Oh, that's just _great!_" Jubilee cried, blinding the creature with a barrage of sparks from her hands. Roaring in pain, the Zone-thing swiped at her, its claws flashing, but Husk quickly dove towards her, pushing her out of the way as its claws raked across her back, tearing away her skin, and revealing the underlying steel-hard layer.

With the beast distracted, a recovered Green Arrow took aim, and let fly with an explosive arrow, while Scarlet Witch unleashed a hex-blast, but the creature simply turned ghostly once more, evading both shots. "What are you waiting for, Tin Man?" a frustrated Wanda cried. "_Blast_ that thing!"

"_Unable to comply; Military Protocol has not been initialized._"

As the Zone-thing became corporeal once more, Madelyn quickly slammed it with a TK-surge, sending it flying. "Kurox, where is that last singularity? Is it close by?"

Tin Man's scanners flashed on. "_Affirmative, Madelyn Pryor; energy-discharges from our activity have drawn the remaining singularity to within one click of our position._"

Seeing the creature start to recover, Madelyn grimaced. "Can you open it safely? Turn it into an _incoming_ portal? One that heads _into_ the Phantom Zone?"

Tin Man quickly caught on. "_Affirmative, Madelyn Pryor! Please stand by!_" Narrowing his sensor-sweeps, Kurox quickly locked onto the singularity, just as it was floating across an empty lawn, projecting an energy-cone from his Projector-arm to trap it. With the singularity contained, Tin Man moved it directly behind the creature, feeding a steady stream of energy into it, until it opened into a portal. "_The portal is open!_"

"Got it!" With one last surge, Madelyn sent the Zone-beast flying towards the open portal. As if sensing the gaping void, the creature screamed in fright, trying to phase away, to no avail – altering its phase only drew it into the portal's gravitational pull. The beast's stump was the first to vanish, followed by its torso, then its clawed arms, ending with its head sticking out of the void, howling…before it vanished into the black, as the portal simply winked out of existence.

With the creature gone, and the singularities closed, the eight of them could finally relax. "That's really it?" Shadowcat asked. "There aren't any more surprises floating around?"

"_Affirmative, Katherine Pryde. No additional dimensional anomalies are detected._"

Hearing the roar of military helicopters overhead, Green Arrow scowled. "Well, now we know it's safe, for sure; the cavalry's here."

Madelyn couldn't find it in her to joke. "We'd best send them along to one of the other teams," she said. "If they encountered any more of those…_phantoms_, they'll need the help more than we will…"

XXXXXXXX

_Detroit, Michigan_

"Okay, guys, that's two down! There should be one more, nearby!"

As his Projector's energy-gone sealed the second singularity, Superman quickly retracted the device, before walking out of the alley, where Cyclops and Phoenix were waiting. "We just got word from Madelyn's team," Cyclops said. "They managed to get two of them closed, but something came out of the last one."

Superman closed his eyes. "Was anyone hurt?"

"Some of the locals got a bit shaken up," Phoenix answered, "but that's it – they used the second portal to toss this…phantom back in."

Before Superman could respond, a crimson streak zoomed up to them. "Guys?" Flash said. "Bats just found something; you're gonna want to see this." With that, he zipped back the way he came, prompting the others to follow.

Following Flash to an empty park, Superman, Cyclops, and Phoenix found Batman kneeling by a bench, with Beast looking over his shoulder, while Nightcrawler and Daytripper kept well back. "You found the last one?" Superman asked.

Batman's tone never wavered. "Take a look." Glancing down, Superman spotted the magenta glow of a singularity, but while the other two he'd seen had been mobile, this one was stationary, flickering on occasion.

Nightcrawler gulped. "Vat's it doing?"

Batman's gaze never left the sphere. "It seems to be in some sort of transitional stage."

Beast nodded. "Perhaps it encountered some sort of smaller energy-source before stopping here," he mused.

"It's possible," Superman agreed. "The more energy they absorb, the closer they get to activation stage; if they absorb enough to get _close_ to activation, they can either split in two, or open an active portal."

Daytripper looked stricken. "So, which is _this_ one gonna do?"

At that, the singularity flickered again, before suddenly stopping, as its core started to turn black. Phoenix gasped. "I think we just found out!" she cried. "Everybody, get _back!_"

Phoenix's warning came not a second too soon – the very instant they moved clear, the sphere expanded into a car-sized globe of inky void, before something shifted just underneath its surface…as a twisted, fleshy humanoid, with skeletal wings jutting from its back, shot out of the portal, flying into the air, flapping its wings to stay aloft. "_Holy!_" Flash cried. "W-What the heck is _that?_"

"Most likely one of the Phantom Zone's prisoners," Batman growled, "trying to stage a jailbreak."

Seconds after the first creature – the first phantom – had escaped, a second phantom burst out, this one a wolfen-like creature, its skin coated with bony spikes, its flesh almost melted away from its face as it snarled at them. Daytripper went pale. "Isn't that thing supposed to _close?_"

Sweeping a scan-beam from his belt-computer over the portal, Superman grimaced. "It's _stabilized_ itself!" he exclaimed, arming his Projector. "It's not going to close on its own; I'll have to close it manually!" He took aim at the portal. "You'll have to hold those things off until it's closed!"

"Consider it done!" Flash exclaimed. With that, he darted off, circling around the wolf-phantom at dizzying speeds, before zooming towards it for a kick…only to pass right through, as the phantom phased itself, causing Flash to stumble away. Rematerializing, the phantom rounded on him, ready to pounce, but it was sent flying by Cyclops' optic-blast.

As the flying phantom made for the open skies, Daytripper pasted it with her force-bolts, sending it spiralling down, before it quickly righted itself, trying to fly away again. Vanishing in a sulfurous cloud, Nightcrawler reappeared directly above the creature, hoping to corral it like a wild pony, but the creature phased itself, sending him falling right through it, forcing him to 'port himself back to solid ground. "Jean?"

The very instant the zone-monster became solid again, Phoenix grabbed it with her TK and yanked it out of the sky, slamming it against the concrete. As soon as it was down, Batman fired his grapnel-gun, pulling himself up over the beast, before detaching his cable and turning in midair as he drew another device, firing a ring of gel-discs around the creature, landing perfectly on the other side, thumbing a secondary trigger as he did; instantly, the discs detonated all at once, collapsing the ground under it, burying it under tons of rubble.

For a moment, all was quiet…until the phantom rose out of the ground like a wraith. "Superman," came Batman's flat growl, "would you care to join us?"

Keeping his Projector's energy-cone trained on the portal, Superman grimaced. "I just need a few more minutes to close this thing…"

"_Don't._"

Superman was incredulous. "Batman, you picked a funny time to develop a sense of humour…"

"You said that these things can either pull things in or expel them, right?" Batman asked. Superman nodded. "Then _change_ this one so it pulls things _in._"

Superman wanted to slap himself. "On it!" Twisting a few crystal dials on his Projector, Superman shut off the beam-cone, adjusted its settings, and then re-projected it; seconds later, the surface of the portal shifted…as it started to pull him towards it. Superman quickly dug in his heels. "_Everyone brace yourselves!_"

As the portal's new gravity-well started to take hold, the winged-phantom was the first to go, literally yanked out of the sky and sucked into the inky dark. The wolf-phantom, however, had _no_ intention of going quietly; howling in fury, it dug in its claws, holding onto the concrete…but as its hold started to slip, it spotted Nightcrawler, and got another idea – with the last of its energy, it sprinted towards him, phasing itself as it did, before passing through him, apparently vanishing.

"Superman, shut it down! It's disappeared!" Cyclops shouted. As Superman quickly closed the portal, dispelling the gravitational pull, the others started to look around. "Any sign of it?"

Glancing around, Beast shook his head. "Not from what I can tell. Kurt?" Getting no response from Nightcrawler, he glanced towards the younger mutant. "Kurt?" But as he caught sight of him, his face went pale.

Nightcrawler's normally-cheerful expression was replaced by a terrible scowl, his golden eyes now a soulless _black._ Turning towards Superman, those eyes narrowed as he spotted his crest. "_Juro phragus sengur, firon El!_"

The Kryptonese words told Superman both what had happened and who it might be. '_Oh, no…_'

Daytripper looked especially horrified. "B-Baby, what's wrong?"

"Amanda, get away from him! That isn't Kurt!" Superman shouted. "The phantom's taken over!"

His cover blown, the phantom-Kurt disappeared into a sulfur-cloud, reappearing behind Phoenix, leaping straight at her, his hands extended like claws…but before he could, Cyclops blasted him with an optic-beam. "Sorry, Kurt," he said with a grimace. "How do we get that thing out of him?"

"By a two-pronged assault: go after him on the physical and mental level!" Superman answered. "We'll need to restrain him, so Phoenix can dislodge that thing from his mind!"

The second he'd spoken, Batman drew a bola, letting it fly and ensnaring Nightcrawler, only to see him 'port away, leaving the bola behind. Reappearing behind Cyclops, he was about to pounce, when he was slammed by a force-bolt from Daytripper. "Sorry, Kurt!"

As the phantom-Kurt reeled from the blast, Beast caught him in a headlock. "Now, Jean!"

Her eyes narrowed, Phoenix reached into Kurt's mind, brushing past his bewildered thoughts, and attacking the invading presence, almost recoiling from the sheer violence of it. _**I won't go back! You won't send me back!**_

Phoenix didn't let up. '_You don't belong here, pal! It's time for you to go!_'

_**The House of El won't send me there! Not again! I'll kill this entire planet before I go back there!**_

'_Not happening, buster!_' Phoenix mentally shouted, getting a fix on the phantom's presence. '_Now, GET OUT!_'

With one psychic surge, she severed the phantom's hold on Kurt, forcing it out of him and into the open. The very second it rematerialized, Superman was ready, firing a small mauve sphere from his Projector into the creature, swallowing it up in a controlled portal, leaving only its screams behind.

The phantom gone, Nightcrawler sagged to the ground, as Daytripper darted to his side. "Gott in Himmel…vat vas _zat?_"

Amanda was almost in tears. "I'm sorry, I'm so sorry!" she wailed, hugging him. "I didn't want to, but I had to!"

Gently, Kurt returned her embrace. "It's okay, 'Mandy."

As Jean stumbled, holding her head, Scott moved to her side. "You okay?"

"Yeah," Jean murmured. "It's just…whoever this guy was, he was a total _psycho_; I saw him…killing all these animals…"

Superman sighed. "Gur-Va."

Batman arched an eyebrow. "Come again?"

"That was Gur-Va, also known as the Butcher of Kandor," Superman explained. "When my father first joined the Kryptonian Defence Force, he started as a Sapphire Guard, Krypton's version of the police; his first assignment was to apprehend a psychopath that had brutally murdered most of the animals in Kandor's zoo."

Beast gulped. "This Gur-Va fellow."

"No wonder he had a hate on for your family." Phoenix observed.

Superman nodded. "Criminals were incredibly rare on Krypton…but when one _did_ pop up, they were _bad._"

Cyclops could only shudder at that notion. '_Brother, I hope I __**never**__ see a Kryptonian like that…_'

XXXXXXXX

_Los Angeles, California_

"See anything, General?"

At Hawkgirl's inquiry, Wonder Woman glanced in the direction of General Zod, who had barely moved from his vantage point on the rooftop, his eyes glowing electric blue as they probed the cityscape, searching for any traces of Phantom Zone energy. Her eyes narrowing, she spoke up. "Shayera asked you a question, General."

"I heard her, Amazon." Zod's tone was flat. "When I find something, I will report it."

Scowling at his tone, Diana glanced to her comrade. "I see that Krypton's military training was somewhat lacking in _manners._"

Hawkgirl flinched. "Diana, please be _somewhat_ understanding: General Zod was once the military commander for _all_ of Krypton, charged with defending the entire _planet._ Of _course_ he's going to be somewhat…high strung!" she defended. "What's more, he's spent over thirty years in the Phantom Zone; anyone else would be insane, by now!"

Wonder Woman arched an eyebrow. "You talk as if you know him."

"I know _of_ him," Shayera corrected. "Thanagar's Military Academy referenced several of his campaigns in its curriculum; he actually visited the Academy as a guest participant in our war games when my father was enrolled." She chuckled. "I can remember my father telling me how _badly_ Zod mopped the _floor_ with his team. The man is a tactical _genius_; I once heard tell of how a Gordanian general _wet_ himself when he heard that Zod was in the same system he was!"

Despite herself, Diana couldn't help but chuckle at that notion, before frowning again; genius or not, something about him _disturbed_ her. "Even if that is true, Shayera, I just don't know about him…"

"You _are_ aware I can hear you?"

Turning, Diana saw Zod glancing over his shoulder at them. Shayera looked apologetic. "I hope you didn't take it personally, General."

Zod chuckled softly. "Not at all, Colonel," he answered. "In fact, I remember that little visit to Thanagar, as well as that training exercise; I _thought_ you looked familiar!"

Her frown growing, Wonder Woman met Zod's eye. "Well, General, I hope you can understand my position; you cannot expect us to automatically trust someone we've just met, reputation or not."

Dru shrugged. "I suppose not," he admitted, his expression darkening as he glanced to the city, "but I hope you can trust fresh intel: I have a fix on three pre-singularities near the rest of your comrades, and closing fast."

Stricken, Shayera switched on her communicator. "J'onn, evacuate that sector immediately! We have two blips near you, and they're heading your way! We are en route to assist!" With that, the three of them took to the air, flying towards the others.

Within minutes, the three of them had touched down where J'onn, Havok, Polaris, Phantom, Boom-Boom, Multiple, Leviathan, Mystique, and Angel had gathered in front of a large office-building, as rescue-crews started to arrive. "We've alerted the authorities to evacuate the area," the Manhunter reported. "Where exactly are these singularities?"

"In there," Zod said, pointing to the building. "One on the second level, and two on the tenth."

Havok paled. "Oh, man…this is gonna be nasty…"

"These things feed on energy, don't they?" Mystique asked. "We'll need to kill power to that building; one wall-socket is all it would take to set one off!"

"Agreed," General Zod said. He gestured to J'onn, Mystique, Havok, Multiple, Leviathan, and Boom-Boom. "The six of you should head to the main power-line and disable it; the rest of us will intercept those anomalies before they open."

Diana's eyes narrowed. "With respect, _General,_ we are not your soldiers."

"Oh?" Zod's tone was arch. "You have a better idea?" Wonder Woman frowned. "Then I suggest you _move._" With that, he was off in a black blur, darting into the building, forcing the others to hurry off, as well.

Once they had located the power-line from the schematics the Watchtower's computer had sent to them, J'onn and his team headed into the underground parking lot. "The main power should be just a few meters to the west," J'onn reported.

"Sounds easy enough," Havok noted, before he gulped. "Of course, in monster-movies, this is usually when the monster jumps out…"

"Who needs monsters?" Boom-Boom asked. "The look on Wonder Woman's face was _plenty_ scary! Did you _see_ the way she looked at Zod, just now?"

Leviathan nodded. "Gotta say, Big Blue's godfather sure has _balls_."

Multiple looked nervous. "I dunno, guys; I thought the General was even _scarier…_"

"He's a general, Jamie; no matter the planet, being intimidating is a job-requirement," Mystique said. To J'onn, she added, "Are we close to the power-line?"

As they rounded a corner, the Manhunter nodded, gesturing to a black metal box embedded in the wall behind steel grating. "There!" he said. "Tabitha?"

"Got it!" Boom-Boom answered with a grin, forming a charge in her palm. "I'll just boom that grate open, and then it's lights-out!" Quickly sliding the bomb-sphere into the lock, she and the others stood well back.

After a few seconds, the sphere began to flash, but before it could detonate, it began to simply dissolve into wisps of light, which were pulled up towards the ceiling…where a glowing magenta orb was floating down towards it. "I thought those things were on a _higher_ level!" Leviathan cried.

"This one must have been drawn by the power-line!" Mystique shouted. "Somebody get Zod down here; we'll need that Projector…"

But it was too late; after absorbing the bomb, the singularity was drawn towards the power-box, pulling streams of electricity out of it, as its core started to turn black.

J'onn paled. "_Everyone out!_" he ordered. "_RUN!_" Instantly, the six of them ran out of the parking-garage as fast as they could…

High above, on the tenth level, as the office-workers scurried to evacuate the building, Zod ignored them, his eyes flaring blue as he tracked the first pre-singularity to one cubicle, floating towards an active computer; his Projector was out in seconds, extending its beam-cone and shrinking it down to nothing. Glancing back over his shoulder, Dru frowned as he saw his other five comrades directing the fleeing workers to evacuation points. "Why are you wasting time?" he demanded. "If we do not locate the singularities soon, they could very well open, especially since these primitive dolts insist on leaving their terminals active!"

Wonder Woman frowned. ""These primitive dolts" need our _help_, General," she snapped. "If we do not get them out of here, they could get swallowed up by these portals, or fall victim to the Zone's denizens!"

"All the more reason to find and close them quickly!" Zod insisted, sweeping the floor with his X-ray vision, grimacing as he spotted the second singularity. "You two," he said, gesturing to Phantom and Polaris, "you possess intangibility and electromagnetic abilities, correct?" They both nodded. "The second singularity is several rooms over, through numerous walls, and even more prim…civilians," he corrected himself. "We should be able to reach it, but not before it reaches either an active terminal, or a container of heated beverage."

"Coffee?" Phantom asked.

"I assume so," Zod said. "It can absorb energy from either one, and if it does, the portal will cause a structural collapse." To Polaris, he said, "We'll need you to emit a localized EMP, which should be enough to disrupt power to this floor." To Phantom, he added, "You'll have to pass through those walls, and get rid of that beverage; that should give us enough time to reach the singularity and close it!" That was all the two of them needed to hear; focusing, Polaris unleashed a pulse of green electricity that filled the room, shorting out the power throughout the floor, while Phantom quickly phased through the walls to her left, reaching the break-room, where a coffee-pot was boiling, inches from the hovering singularity. Darting over, she grabbed the pot, and dumped its contents into the sink, removing the heat-source.

By then, the others had caught up to her, at which point Zod sealed the singularity with his Projector. "Well, that's settled," the General remarked. "All that remains is the one one…"

He was cut off as the building started to rumble, followed by J'onn's voice coming in over their communicators. "_Evacuate the top floors! We have an open portal, and it's going to…_"

Another rumble shook the building, as the floor they were standing on gave way, sending the entire side of the building toppling down towards the ground. Zod, Angel, Hawkgirl, and Wonder Woman were able to take flight, but Phantom and Polaris were stuck on the falling floor. "_Lorna! Magnetize the floor!_" Shayera shouted. Quickly, Polaris focused her energy, pouring it out through her feet and into the metal supports in the floor; seconds before impact, the falling piece of floor slowed to a crawl, as Polaris' magnetism repelled it away from the ground just enough to touch down safely, allowing her and Phantom to get off, unharmed.

As the others touched down, they were in time to see J'onn's team emerging from the parking-garage. "Tell us that portal didn't spit anything out," Angel pleaded. Nobody had a chance to answer, as an inhuman roar filled the air, before a monstrous creature – little more than a massive lump of flesh covered by a bony, turtle-esque shell – crashed through the garage, lumbering onto the street. "Never mind."

Roaring again, the creature's twisted head turned towards them, spraying a stream of sickly green fluid, which J'onn telekinetically deflected, sending it spattering onto the concrete…where it started to dissolve the stone. Boom-Boom grimaced. "Oh, _nasty!_ Acid-snot!"

As the phantom started to take aim, Havok let fly with a pair of force-beams, stunning it long enough for Mystique and Leviathan to close on it. Morphing into a fearsome grizzly, Mystique unleashed a swipe of her claws on the monster's face, while Leviathan leapfrogged off her back, to deliver a scaled haymaker to the phantom's shell, cracking it just above its neck. Roaring, the phantom shook Leviathan off, sending him crashing into Mystique, before readying another acid-stream, but Polaris magnetically grabbed several pieces of rubble, and used them to shield her teammates long enough for them to get away.

Raising her invisibility field around herself, Boom-Boom, and Multiple, Phantom snuck right up to the Zone-beast, where Jamie created several duplicates of himself, before dog-piling on himself, allowing Boom-Boom to climb up onto the monster's shell and slip several charges into the crack. Seconds later, Angel dove over the beast, extracting his comrade just as the charges blew, blasting away part of the phantom's shell and exposing its neck. Drawing her lasso, Wonder Woman let it fly, snagging the beast by the neck, giving Hawkgirl the opportunity she needed to dive at the creature, mace drawn…

At the very last second, the creature phased itself, forcing Hawkgirl to pull up too late, sending her crashing to the ground, while Wonder Woman fell back, her grip on the phantom lost. As Hawkgirl tried to get back up, the creature rounded on her, readying an acid-burst…

Suddenly, a sonic-boom shook the air, as an ebony blur zoomed past Hawkgirl, slamming into the beast with enough force to send it flying. Coming to a stop, General Zod glared at the beast, sizing it up, before darting forward at super-speed, slamming it again with a haymaker, and then zooming ahead of it, nailing it with a knee-kick, only to zip ahead again, finishing it with an axe-handle strike, sending it crashing to the ground mere seconds after his first attack. Before it could recover, Zod darted to its side, kneeling to grasp its underbelly, and then flipped it over effortlessly. As the beast struggled to right itself, General Zod leapt into a perfect somersault, coming straight down on the phantom's underbelly, his heels slamming down with a sickening _crunch!_ Howling in agony, the beast lay there, as black ichor leaked from its mouth and shell, but Zod calmly walked away, taking several steps, before casually looking over his shoulder…and firing a column-sized eye-ray, piercing and incinerating the beast's head, reducing it to a blackened stump, stilling the creature and silencing it forever.

As the Kryptonian General walked towards them, the others could only stare. "Whoa…" Leviathan murmured.

Boom-Boom gulped. "Big Z's seriously hardcore…"

As Zod walked past, Wonder Woman scowled. "You killed it."

Zod didn't so much as turn towards her. "This was a criminal, Amazon; tried and sentenced to the Phantom Zone by my people for crimes more horrendous than anything this world has seen. He deserved nothing less."

Wonder Woman's fists clenched. "Then _explain_, Zod, how you're any different!"

At that, Zod whirled on her, fury on his face…but he quickly calmed himself. "You and your comrades – my godson included – seek to protect all life on this planet; I can respect that," he said, before gesturing to the corpse. "But I ask that you consider this creature's life, now; deserving or not, this unfortunate soul was trapped in a horribly mutated body. It had almost no internal organs; it would have lived for an hour at most, and killed countless innocent civilians in that time. The only options were either this, or to return it to the Phantom Zone." Zod grimaced, his eyes clenching shut in sickened horror. "Believe me, Diana of Themyscira: _this_ was the kinder choice."

The change in tone threw Diana. "There had to have been another way…"

"There was none," Zod said. "I have seen Zone-breaches from a defective Cell, and what emerges is barely sentient; I did what had to be done then, as I have now."

J'onn spoke up. "In my people's war with the Chitauri, I have taken lives," he said quietly. "Am I a monster?"

Wonder Woman closed her eyes. "No."

Suddenly – and perhaps luckily – they were interrupted by a squadron of military jets flying by overhead. "About time S.H.I.E.L.D. got here," Polaris muttered. "We could've used a little backup…"

Zod's expression was grave. "No…" he murmured. "No, they're not here to assist us; their formation is all wrong, and they're not slowing enough to land, or even drop supplies…"

"Could they be heading somewhere else?" Hawkgirl sked.

Closing his eyes, Dru listened, focusing on the choppers…before his eyes opened wide. "Contact Kal, and have him head to my position!" he barked. Before anyone could ask what he meant, General Zod flew off, becoming a black streak on the horizon, a sonic boom echoing behind him.

XXXXXXXX

_Several miles south of Las Vegas, Nevada, a few minutes earlier_

After taking care of the lone pre-singularity floating around Las Vegas, Supergirl, Krypto, Green Lantern, and Storm flew south, with the rest of their comrades following in a Javelin, tracking the last one. "Any sign of it?" Storm asked.

Checking her Projector's onboard scanner, Supergirl nodded. "We should be getting close…_there!_" she exclaimed. "We're practically right on top of it!"

"You're sure?" Green Lantern asked. Supergirl nodded. "Okay, then." Taking out his communicator. "Web-Head, we've got a bead on this thing. There should be a clearing just a few clicks south of here; you can meet us there."

"_No problem, Green; see you on the ground._"

As the three of them promptly dropped altitude, the Javelin followed them down, landing in seconds, before Spider-Man, Cannonball, Sunspot, Berzerker, and Android disembarked. "_You have located the singularity?_" Android asked.

Supergirl nodded. "It's just a few miles from here."

Cannonball scratched his head. "Hang on…Ah thought these things went after power-sources; what's one doin' all the way out here?"

"We can sort that out later," Storm said. "Right now, the most important issue is locating this thing and stopping it before it can harm anyone." No-one argued that point, as the eight of them made their way south, into the nearby canyon.

After walking through the canyon for several miles, they finally emerged into a clearing, where they saw the glowing magenta orb, floating steadily south. "Huh," Berzerker muttered. "That was surprisingly easy."

"Hey, don't knock it, Ray," Sunspot said. "All yours, Kara."

Arming her Projector, Supergirl took aim at the sphere…and then suddenly paused, listening to the noise in the distance. "_Everyone, MOVE!_" she cried, turning to look up into the sky and fire a sweeping eye-ray, just in time to strike and detonate the three missiles that were screaming in at them, while the black F-22s that had fired them shot by overhead. As the others struggled to regroup, two black military helicopters rose out of the adjacent canyon, hovering above them, and allowing about a dozen black-clad armed men to drop down, surrounding them.

The second they landed, the soldiers opened fire, forcing Green Lantern to raise a green energy-dome around them, deflecting their fire, while Sunspot assumed his fiery state, hovering above half of the soldiers and spreading a torrent of fire directly ahead of them, spoiling their aim and forcing them to pull back, giving Berzerker the opening he needed to shock them into unconsciousness. As the other half tried to close on them, Cannonball ignited himself, barreling into them, while Android assumed his battle-mode, sending the remainder flying with his force-cannons. With their ground-troops in disarray, the two choppers circled back, as one started to move into firing position, but before it could arm its missiles, Green Lantern cleaved its weapons off with a ring-beam, just as Spider-Man fired a web-line pulling himself up into the cockpit to swerve the controls. "Hope you guys don't mind a back-seat driver!" Instantly, the helicopter veered away, as Spider-Man bailed out, along with its crew, just before the chopper crashed into the canyon wall, erupting into a ball of flame.

As the F-22s circled back, trying to get another missile-lock, the skies ahead of them darkened, with black clouds moving in, blown by hurricane-force winds…and an irate Storm at the center. With a gesture, Storm sent a tornado spearing down from the heavens, right on top of one fighter, sending it spiralling out of control, its pilot bailing out. His aircraft's cockpit shaking, the other F-22 pilot was just able to get a missile-lock, squeezing off a quintet of missiles before his craft was blown away by the winds. Her eyes narrowing, Storm summoned lightning; instantly, a barrage of bolts lanced out of the sky, streaking towards the missiles, piercing and detonating one, then another, and then a third…but the last two were too close…

With its companion chopper downed, the remaining helicopter quickly landed, right alongside the singularity, as its crew hopped out, carrying a kind of metallic cube, with only empty space in the center. Her eyes widening in horror, Supergirl darted after them, realizing what they were trying to do…but the scream of missiles drew her attention skyward. Seeing Storm trying to shoot down the last missile, she and Krypto instantly darted into the air; unleashing a low-level burst of freezing breath, Kara enshrouded Storm in icy fog, hiding her heat-signature, as Krypto seized one missile in his jaws, crushing it and throwing it harmlessly to the ground, while Supergirl darted in front of the last missile and veered off.

Just as she'd expected, the missile followed Supergirl as she dove for the deck, streaking down into a canyon, the missile hot on her heels. Spying a narrow cave-entrance, she darted inside; the missile promptly followed her, catching on the cave mouth and detonating, while Supergirl burst up through the roof of the cave, flying back towards her comrades…where she found the chopper, as well as the singularity, long gone.

Before Kara even had a chance to recognize her despair, a sonic boom echoed in the distance, as an ebony blur shot out of the sky. Coming to a perfect stop next to her, General Zod looked around, his expression grim. "What happened here?"

"We were just about to close up the last singularity, when these goons in black jumped us," Berzerker muttered. "They made off with it before we could stop 'em."

Supergirl nodded miserably, her face lowering. "I…I tried to get to it…but then I saw missiles going after Storm," she whimpered. "I'm sorry, Uncle Dru…"

Dru's hand was instantly on her shoulder, his other hand tilting her chin back up to face him. "None of that, Kara," he gently admonished. "You were saving your comrade; I would have done the same." He sighed. "In any case, what's done is done; the next step is to locate these thieves before they do any further damage." He looked to Green Lantern. "Corpsman, were you able to see where they were headed?"

Green Lantern nodded. "Yeah; it looked like they were heading due east."

His eyes flaring blue, General Zod nodded as he glanced east. "Yes, I can see the thermal-trail they left; I doubt they could have gone far," he said. "Given that the others should be arriving soon, I suggest we track these vandals down!" With that, he darted off after the chopper, as Supergirl eagerly followed, while the others hurried back to the Javelin.

XXXXXXXX

_Cadmus Base, Nevada_

After getting the latest communication from Lassider, Amanda Waller caught the first chopper out to their Nevada installation, before heading into the main laboratory, just in time to see Mary Storm supervise several soldiers handling a cube-shaped metal frame…with a magenta sphere inside. "My God…you actually did it?"

Walking up beside her, General Lassider smiled. "And in a few minutes, we'll figure out just what makes this thing tick."

As her research staff guided the containment frame into place, Mary darted to the main terminal. "The electromagnetic containment field seems to be holding!" she reported. "Power up the main containment grid, and initialize the sensors!"

"Acknowledged, Doctor. Commencing power-up; Containment will be online in 5 minutes."

Amanda's sceptical frown hadn't faded. "And we're _sure_ this isn't going to backfire?"

Mary's smile grew. "Positive!"

General Lassider nodded. "It's worth the risk, Waller…"

"General, sir!"

Lassider's remark was interrupted as a lieutenant strode up to him. "My apologies, sir, but during that grab-op, we encountered several of the Justice League and the X-Men; given that, it's possible they could have followed us…"

Amanda arched an eyebrow. "Still worth the risk, Lassider?"

General Lassider scowled. "Put the entire base on high alert – if anybody sees _anything_ man-shaped in the air, I want it shot down!"

As the base's alarm-klaxon rang, Amanda felt her earlier doubts return with a vengeance. '_Dear God, what have we gotten ourselves into?_'

XXXXXXXX

By the time Superman and all the others reached Zod's rendezvous point, the General, along with Storm's team, had hidden themselves on a cliff overlooking a military base. Seeing him approach, Dru nodded. "I assume you've all been apprised of the situation?"

"Someone's stolen the last singularity," Batman stated, "and it would be a safe bet to assume it's Cadmus."

Wonder Woman blinked. "Why would they take it? What could they possibly gain from so foolish a move?"

"It's an incomplete portal to another universe," Power Girl said. "Even if the military _wasn't_ interested, Mary Storm would literally _kill_ to study it."

Wolverine scowled. "Swell," he muttered. "So how do we plan on bustin' in? From the look of things, they're not exactly gonna roll out the welcome-mat."

Zod's eyes were electric blue as he scanned the base. "He's right; most of their air-vehicles and anti-air defences are on standby," he said. "The second any of us fly by, they'll attack." Slowly, a sly smile crossed his face. "So let's _use_ that."

Superman blinked. "General?"

Zod chuckled. "They'll be expecting a Kryptonian assault, so it would be rude to disappoint them," he continued. "If you, Kara, and I buzz the facility, their anti-air defences will be tied up trying to disable us…allowing Green Lantern, Colonel Hol, and the Amazon to take them out!"

Power Girl frowned. "Ahem?"

Zod rolled his eyes. "And you, as well, if you must."

Batman was all business. "Even with their air units tied up, their ground-based outer defences will be waiting for the rest of us," he observed. "Once the air units are engaged, Leap should be able to move a smaller number of us – Cyclops, Storm, Flash, Wolverine, Iceman, and myself – into the courtyard; as soon as we've taken them down, the rest can push straight into the base."

Superman nodded. "There's no telling what they'll have in store inside, so that team will need some heavy backup," he said. "Tin Man?"

"_Affirmative, Master Kal-El,_" Tin Man stated. "_Recommend initiation of Military Protocol._"

"Confirmed," Superman answered. "Engage Military Protocol, override code _Nyak Ju'Roth Cru_; standby to engage."

As Tin Man shifted into assault mode, Zod glanced about the assembled team, nodding appreciatively. "Well, we shouldn't keep our friends waiting," he said with a wry smile. "Shall we?"

In the base's main courtyard, the air-crews were simply performing regular maintenance on their vehicles when two streaks – one red-blue, and one pure black – blazed by just above their heads, the resulting double sonic boom knocking them flat on their backs. Within minutes, their training kicked in, as they manned both attack-choppers and fighter jets, chasing after them. Seeing the six choppers and three F-22s giving chase, Superman and General Zod doubled back, heading straight at them. The lead F-22 opened fire with missiles, but Superman's eye-rays lanced out, piercing and detonating each missile, before Zod darted through the explosion, grabbing hold of the jet's nose-cone and prying open the cockpit, where he triggered the ejector mechanism; instantly, the jet spat its pilot out into the open air, where his parachute poofed open, sending him drifting to the ground.

As the remaining F-22s roared in, twin green beams shot out, enveloping their cockpits and stopping them cold. With precision aim, Green Lantern yanked both pilots out of their jets, sending the jets spinning into the ground while he triggered their parachutes, letting the airmen go. Turning towards the six choppers, he was about to deal with them, but the scream of anti-aircraft missiles caught his attention, forcing him to raise an energy-bubble around himself, shrugging off the ensuing blast. He was about to counter with a beam, but Hawkgirl beat him to it; her war-cry splitting the air, Shayera dove out of the sky, her mace smashing the first AA-launcher into the ground on her downward swing, before she flew straight at the second, knocking its crew clear off the gunner's platform with one swipe of her wings. Green Lantern could only look on with a smile. '_Now that's quite a woman._'

With their F-22 comrades downed, the choppers tried to move into position to flank them. One chopper was about to get a lock on Superman, but it was knocked off-course, as Wonder Woman flew under it, grabbing its landing-struts and _throwing_ it across the sky, forcing its crew to bail out before it slammed into the ground. A second and third chopper moved to intercept her, firing two missile-salvos, but those were destroyed by Supergirl's eye-rays, before she unleashed a wave of frost-breath, causing their rotors to ice over, sending them careening down. The remaining three started to fly away, to regroup, but Power Girl darted ahead of them, summoning her energy and unleashing it in one pulse, lighting up the entire sky in a blinding flash; blinded by the light, the choppers were forced to make an extremely improvised emergency landing, touching down hard on the ground below.

As their air-support floundered, all remaining ground personnel scrambled to get to their tanks, but not even half of them had manned their units when a sudden flare of light deposited Batman, Cyclops, Iceman, Wolverine, Storm, Flash, and a tired Leap right in the middle of the courtyard. Leap groaned. "I _hate_ doing that…"

Before the ground-squads could even react, Batman threw a handful of smoke-grenades at them, unleashing clouds of irritating haze, blinding them. A handful of them dared to wander into the haze…but they were promptly thrown back out again, bruised and bloodied, before the Dark Knight stepped out after them. Anxiously, several soldiers started to aim at him, but Batman was faster, his Batarang instantly in the air, knocking their weapons away, just as the Flash raced by, sending them flying. The rest of them tried to get to their tanks, but Iceman unleashed a frozen air-stream right in their path, blocking them with a wall of ice, and then turning on the tanks themselves, freezing them all solid, rendering them useless.

Seeing three tanks rumble to life, Cyclops unleashed an optic-blast on the first one rolling their way, opening his visor enough to literally upend it, rolling it over and exposing its undercarriage. Popping out his claws, Wolverine pounced on the upended tank, tearing through its ventral hull and peeling it back, exposing the bewildered crew inside like canned sardines. After tossing the crew out onto the ground, Wolverine leapt at the second tank, slicing its main cannon in half, before taking a clip from the top-mounted machine-gun, sending him rolling to the side. Seeing her comrade fall, Storm's eyes went white, as she summoned her winds; hurricane-force gales suddenly blew up out of nowhere, bowling over the two remaining tanks and sending them flying _well_ out of the base, to crash into the desert beyond. With the ground-defences mostly dealt with, Storm switched on her communicator. "_Now!_"

At that signal, the entire south wall suddenly exploded, blown open from a blast from Tin Man's plasma-cannons. With the way cleared, Kurox quickly assumed his defensive state, his head-spikes folding in as his head sank into his torso, his chest becoming rounded and spherical, his fingers sinking into his hands, his defense-shields becoming visible as he extended them around his teammates, repelling all incoming fire as they stormed into the base.

By then, two more F-22s had launched, and were screaming straight at Superman and Zod. "General!" Superman cried. "_Invert the Helix!_" Understanding instantly, General Zod flew after Superman, with the F-22s straight on their heels; the jets were about to get a missile-lock…until the two Kryptonians started to spiral around each other at high speeds, their heat-signatures blurring and causing the missiles to lose their lock. Desperate, the pilots armed their guns and kicked on their afterburners, trying to close to shooting distance…which was _exactly_ what Superman and Zod had been waiting for.

The second the jets started to close Superman and Zod did a full, 180-degree turn, at g-forces that could have _imploded_ the F-22s, spiralling back around their pursuers and firing their eye-rays, piercing the jets engines and sending them crashing down, their pilots ejecting the second they lost power.

The Inverted Helix; one of the most difficult air-to-air and space-to-space manoevres ever conceived by Krypton's military, even with the advent of the Defence Force's most advanced air-superiority fighter-craft, the _Righteous Fury-_Class.

As the two of them slowed to a hover, Zod laughed as he looked back at the felled fighters, elated. "Just like the old days!" he crowed. "Your father and I pulled that manoevre off during our first tour of duty; the Kree fools harassing one of our outposts never knew what _hit_ them!"

Superman chuckled…before his face went pale, as his hearing picked up activity within the base. "On, _no…_"

Zod heard it, too. "Your comrades should be able to handle things here," he said. "Let's _finish_ this!" With that, he dove straight at the base, as Superman followed, hoping they weren't too late…

XXXXXXXX

_A few minutes earlier_

The second they had broken into the base itself, the rest of the assault-team was besieged by fire from automated turrets, all of which was repulsed by Tin Man's defence-shield. Concentrating, Phoenix and Madelyn unleashed a double-TK-surge, turning every turret into scrap. With the way cleared, they made their way down the corridor, coming to a massive steel door blocking their way. Thoughtful, Beast moved to the control-console. "Hmm…this doesn't look too complicated," he observed. "I'm sure I could have it open in a few minutes…"

"We don't have time!" Phoenix exclaimed, her telepathy picking up the activity in the chamber beyond. "Whatever they're doing in there _has_ to be stopped, now!"

J'onn's telepathy was active, as well. "They have almost a full squad just behind those doors; they will attack the second any of us step through," the Manhunter pointed out.

"_Then someone will need to disable them before we do so,_" Android replied. "_Given our abilities, you, Tinya, and I would be best suited for the task._"

Madelyn nodded. "That should give us enough time to crack this door open."

On the other side of the door, in the main laboratory, the 12-man squad on guard took aim as they saw the edges of the door start to glow red…which meant that they never saw the liquid-metal puddle flow right under the door until Android had re-formed himself into battle-mode, scattering the squad with his force-cannons. The soldiers tried to regroup, but by then, the Martian Manhunter had already phased himself through the door, telekinetically disarming half of them, while knocking the other half unconscious with a psi-wave. Recovering, two of the remaining goons tried to rush him…only to have one run straight into an invisible fist. Dropping her invisibility field, Phantom phased through the second's punch, before driving her foot straight into his lower abdomen in a perfect roundhouse kick, dropping him like a sack of potatoes.

By then, more soldiers had started to pour in from adjacent entrances, trying to swarm them…until Magma finished burning through the door, sending it falling to the ground, as a massive sandstorm blew in, blowing half of the assembled goons away, before Dust reformed herself. With the way cleared, Green Arrow and Aquaman were next in; taking perfect aim, Green Arrow fired two net-arrows at once, snaring four soldiers, while Aquaman fired his grapnel-arm, piercing the steel-floor and pulling himself towards a fifth, sending him flying with a haymaker. As more soldiers started pouring in, Spider-Man fired a cluster of web-globs, blocking the entrances and stopping the next wave of reinforcements cold.

As the entire assault-team poured into the lab, Phoenix saw the remaining singularity within the central glass cylinder…with Waller, Lassider, and Dr. Storm at the control-console. "Are you three _insane?_" she cried. "W-What do you think you're doing?"

General Lassider scowled. "We could ask that of all of _you_, missy."

Waller was a hair's-length more diplomatic. "We already have this thing under control; our containment-field was designed for particle-accelerators," she said, "so unless you all wanted to face federal charges, I suggest you _go home._"

"_Your grasp of Phantom Zone physics is somewhat lacking, Director Waller,_" Android said. "_Your containment methods cannot possibly hope to safely house a singularity…_"

"I suggest you check your sensors again, mister," Dr. Storm said idly, never looking up from her readout. "Everything is perfectly…" Her voice trailed off, as a red alarm began to blare. "W-What?" She looked up, in time to see the singularity double in size, as a pinprick of black appeared in it.

Shadowcat grimaced. "Oh, boy…here we go again…"

Waller's eyes narrowed. "What's going on, Storm? I thought you said this thing as safe!"

"It _should_ be! This field was designed to contain particle accelerator abnormalities; this _shouldn't_ be happening!"

"Storm, didn't you wonder _how_ this happened in the _first_ place?" Phantom shouted. "Superman told us how these things feed on energy, how they're _drawn_ to it! You haven't been containing it – you've been _feeding_ it!"

As if to emphasize that point, the singularity grew again, shattering the glass housing it, before the black core expanded into a portal, yet still enshrouded in a magenta corona. At first, the glass exploded away…and was then sucked back towards it, disappearing into the black. The nearby electronic equipment was next to go, pulled by the portal's gravity into its inky void. Terrified, the remaining soldiers fled the lab…though a handful of them weren't so lucky; snared by the gravity, they were pulled screaming into the ebony expanse, vanishing silently the second they touched it. By then, the gravity had reached the assault-team, forcing them to try and brace themselves against it; with a cry of horror, Multiple was pulled off his feet towards it, but Krypto quickly flew out and grabbed him by the collar, pulling him back down.

"_Lorna! Ray!_" Tin Man shouted. "_I am remodulating my shield-frequency; direct your powers at my shield in a sustained burst! NOW!_" At once, Polaris and Berzerker unleashed twin bursts of electrostatic energy; the second the blasts intersected Kurox's shield, the shield-dome shifted to a blue-green colour, as the gravitational pull suddenly ceased.

Avalanche blinked. "Okay…not that I'm not grateful, big guy, but what'd you do?"

"_I am redirecting Lorna and Ray's electromagnetic energy through my shield, effectively magnetizing us all to the floor,_" Tin Man reported. "_It should be an effective stop-gap, though I do not know how long we can sustain it._"

Husk gulped. "Let's hope this thing dies out, then!"

Android looked grim. "_Paige, I do not think it WILL die out!_" he cried. "_If my sensors are correct, this portal has achieved Meta-Stability! It is in a phase of perpetual energy-absorption; in essence, it has achieved perfect equilibrium! It is self-sustaining!_"

"Uh, boy," Phantom murmured. "I'm guessing that's pretty bad, isn't it?"

"_Tinya, it cannot GET much worse!_" Android's voice trailed off as his sensors detected a shift in the portal. "_I stand corrected._"

As if on cue, a horrible screech came from the portal, before a trio of winged phantoms burst through, flying straight at Kurox's shield. The first two crashed into it harmlessly, and were sent rebounding back into the Zone, but the third phased itself at the last moment, breaking through and flying straight at Polaris, until Havok unleashed a force-blast, knocking it back into the portal. A much larger, ground-bound phantom emerged from the portal, prompting Phoenix and Madelyn to knock it back in with a TK-shove. Stricken, Phoenix switched on her communicator. "Superman, if you and Zod can hear this, I suggest you get down here, _now!_"

The very second she said that, twin sonic booms shook the air, as Superman and General Zod burst through the ceiling…and were almost sucked into the portal's gravity-well. Fighting the gravity, the two of them made their way to the control-console, where Waller, Lassider, and Dr. Storm were hanging on for dear life. "W-What's happening?" Waller cried.

Superman quickly checked the readout…and grimaced. "Storm, you _idiot!_ Do you have any _idea_ what you've _done?_"

Zod looked grave. "I confess my knowledge of Phantom Zone physics is mostly practical, boy; if you would care to explain?"

"General, this portal has achieved what is called Meta-Stability, a very narrow energy-level in which it is gaining as much energy as it is losing through expansion!" Superman cried. "In this equilibrium state, it can keep growing and growing as long as it has access to energy, shifting its polarities as it does…and at this rate, it will grow large enough to reach Earth's core…"

General Zod's eyes went wide. "…giving it enough energy to swallow the _planet!_" he finished. "How can we stop it?"

Superman typed a few commands. "Simple: we disrupt the equilibrium!" he answered. "By giving this thing all the energy the base has, we can force it to grow to the point where it will collapse in on itself!"

"But that will destroy the base!" Lassider protested.

"Nothing can stop that now, fool," Zod snapped. "I suggest you evacuate this facility, _immediately._"

Superman nodded. "You need to tell your men to get as far away from here as they possibly can!" he added. "I don't know how big this thing will get when it goes!"

Lassider bristled at that, but Waller was a hair faster, switching on her communicator. "This is Director Waller to all base-personnel; abandon base! Proceed to the nearest evacuation-point, and get as far away from here as possible!"

As Amanda's warning filled the air, Superman switched on his own communicator. "This is Superman to the League, X-Men, and X-Force; this base is about to become prime Phantom Zone real estate, so I suggest you all _get clear!_" Instantly, the assault-team heeded his advice, clearing out of the lab, while Superman entered the necessary commands. "Okay, it's working! Time to go, _now!_"

At that, the portal began to glow, drawing more and more energy from the base…before it started to expand, going completely black. Quickly grabbing Waller, Lassider, and Storm, Superman and Zod bolted for the hole in the ceiling, trying to outrun the growing wave of black…

The very second they shot into the air, the entire base disappeared into a positively _enormous_ Phantom Zone portal, swallowing the facility up, along with several miles around it…including the air they'd just been in, seconds ago. After a few seconds of rumbling, as fast as it had appeared, the portal collapsed in on itself, shrinking down to a pinprick, before vanishing in a tiny flash of light.

Touching down at the rendezvous point, Superman let out a relieved sigh as he saw everyone safe, before he and Zod released their passengers. "Everyone okay?"

Cyclops nodded. "More or less."

Supergirl looked stricken. "So…what do we do now?"

"There isn't much we can do," Batman said, utterly unphased, "considering that all the evidence of this incident is now in another dimension."

Looking back at the base, Superman grimaced as he saw the perfectly smooth, half-sphere-shaped crater left in the ground. "I suppose all we can do is go home…"

"No-one is going _anywhere!_" Lassider barked. "You – _all_ of you – have assaulted a government outpost; _destroyed_ military property! There is going to be _hell_ to pay…"

As he spoke, everyone started to scowl; Superman's eyes had narrowed, and Power Girl looked positively _furious_…but _all_ of them were beaten to the bunch by an ebony blur.

With a snarl of utter _fury_, Zod seized Lassider by the neck, lifting him _well_ off the ground as he gasped for air, frantically kicking. Zod paid his struggles no heed, his narrowed eyes starting to glow red. "You _miserable_ little _primitive!_" he exploded, his fingers tightening around the man's neck. "You _dare_ to try and _steal_ Krypton's knowledge – even using _me_ to do so – and after we _save_ your _worthless_ lives, you have the _audacity_ to threaten us? If we were on the bridge of one of Krypton's warships, _I WOULD TOSS YOUR MISERABLE HIDES INTO __**SPACE!**_" As Zod spoke, General Lassider's eyes started to bulge, as steam started to rise off of his forehead under Zod's gaze…

Waller and Storm could only look on in abject horror.

The X-Men, X-Force, and the League were frozen to the spot.

Superman just stared, unable to believe what he was seeing…

Reigning in his fury, General Zod's eyes lost their glow, as his grip loosened. "_So consider yourself extremely fortunate that we are not,_" he snarled. Then, with a scowl of utter disgust, he tossed Lassider onto his rear, as the General started gasping for breath. Stabbing Waller and Storm with a stare of utter contempt, Zod turned on his heel, and walked away.

Letting out a breath he hadn't known he'd been holding, Superman looked to the three members of Cadmus. "I'm sure the three of you have heard of Krypton's Law of Riona Prime, the law that prohibits us from sharing knowledge with races not ready for it…and I'm sure you've wondered _why_ it was all but _sacred_ to us," he said firmly. He gestured to the crater. "Well, you've just _seen_ why it exists; _that_ is why. _That_ is why we keep our knowledge under lock and key; in the hands of those who lack the ethical maturity to use it wisely, it is _dangerous._"

Power Girl nodded. "If you're not smart enough to _build_ something, you're not smart enough to _use_ it."

Waller was silent for a moment…before she scowled. "Well, what would you have us do?" she snapped. "Let that kind of technology rest in the hands of those who could _destroy_ us?"

"We haven't made any attempt to destroy you yet, Waller," Superman shot back. "I think that should count for something."

Waller snorted. "Even if that were true, Kryptonian, this government is _far_ from unique," she said. "You think our government is the _only_ one that wants that kind of technology? What happens if one of our _enemies_ catches wind of your little hideaway?"

"Then the fools get a full taste of its defences," General Zod snapped over his shoulder, before looking to Superman. "Boy, we're wasting our time, here."

Dr. Storm looked stricken. "You condemn us for curiosity, for seeking knowledge …yet wasn't that how _your_ people gained it?"

"We never tried to steal anything, Storm," Superman countered. "And as for curiosity…your daughter and her husband were likely _just_ as curious as you were, but _they_ were able to respect our law." He turned to go. "We're done here."

"Wait!"

Mary's cry caused Superman to glance back. "You…you've seen Susan, recently?" Superman nodded. "I…I'd heard that she and Reed were expecting," she said, smiling faintly. "I was wondering…"

"Yes, about that," Superman said. "We _did_ see the Four, a while ago, at which point Power Girl told her about your recent choice of friends." His eyes narrowed. "Sue was disgusted – not surprised, but disgusted – so she asked us to give you a message, in case we saw you again." He glanced to Power Girl. "Ali?"

Power Girl's smile was cold. "Susan's exact words were, and I quote, "_You so much as come within 500 __**miles**__ of my baby, and the police will need an __**electron microscope**__ to identify your remains._"" Her smile vanished. "I hope you enjoy your science, seeing as how you've thrown away everything else." With that, the entire group turned, and started to walk away, heading for the Javelins.

Only the three members of Project: Cadmus were left. Staring after the withdrawing League, Amanda Waller felt a chill grip her spine.

General Zod had been willing to _kill_ Lassider; she'd seen it in his eyes.

And there would have been _nothing_ they could have done to stop him.

Coughing, Lassider managed to get back on his feet. "What…" he began, but he wheezed, almost losing his balance. "What now?"

Amanda closed her eyes. "Now we regroup," she answered. "The League and the Institute know of us, now; we need to go dark."

Lassider scowled, but he nodded reluctantly. "Then we'd best establish our alibis."

Glancing towards Mary, Amanda saw her removing her glasses, wiping her eyes. "Storm?"

"I-I'm fine," Mary said, wiping away a drop of water, putting her glasses back on. "Just…a little dust in my eye." She recomposed herself. "I assume we won't be pursuing any more Kryptonian technology?"

"Not without _far_ better safeguards," Amanda snapped. "We've been too damn careless, and the entire planet almost paid for it; that portal could have destroyed the Earth, and now there's a _fourth_ Kryptonian out there." '_One that doesn't seem to have as much restraint as Superman does for us "primitives…"_'

Lassider's eyes were narrow. "I hope you're not losing your nerve, Waller…"

"I'm _not,_" Amanda snapped. "If anything, Project: Cadmus is more vital than _ever_. We'll have to be _far_ more careful, and learn from this mistake, but with the potential threat this country faces, we have to be _ready._"

She meant every word; she'd almost lost faith in the necessity of their work, but seeing General Zod ready to kill a human being without even a _drop_ of compassion…

Project: Cadmus was needed. Their country had to be ready to counter the Kryptonian threat.

And they would be.

XXXXXXXX

_Baxter Building, New York_

"My God…so there were about a half-dozen of these things?"

Standing in the Baxter Building's main lab, their research-staff working at their tasks, Reed and Sue stared at the image of Nick Fury on the main screen. Fury nodded grimly. "_That's what Agent Pryor tells me,_" he answered. "_And each one could've opened up and swallowed about half a city, or spit out enough other-dimensional trash to demolish it._"

Sue was dumbstruck. "How…how could this have happened?"

"_Well, from the report…your mother…_"

Sue buried her face in her hands. "Got it."

Nick's face hardened. "_We'll be keeping an eye out for this "Project: Cadmus" she's involved in, since her alibi checks out, for now,_" he grumbled. "_But what has me worried is this "General Zod;" that's __**four**__ of 'em, now…_"

Reed smiled. "I don't think you need to worry, General; I've heard Superman mention him in passing – from what I gathered, he was Krypton's supreme military commander, a planetary _hero_, and Superman's godfather."

Nick groaned. "_First the kid's pet, then his girlfriend, then his cousin and robot butler, and now his godfather…I swear, that kid's whole family must've made a hobby out of giving me headaches,_" he grumbled. "_In any case, keep me appraised._"

"Understood, General; Baxter Building out." Once Reed had terminated the call, he, Sue, and the rest of the staff headed out, back to their tasks…

…save one.

Nervously, the lone researcher crept to the entrance to the lab, made sure no-one else was coming, and then shut the door tightly, fishing out a high-tech communicator – too advanced to be made by human hands – before his entire body began to shift…

…and when his change was complete, the Skrull deep-recon specialist linked his communicator to the main computer, using it to encrypt his transmissions so that the hated Kryptonian's ears would not notice the distinctive sounds of Skrull-dar – the Skrull native language – and that its outpost would not detect any signs of Skrull programming in the outbound data-stream. "_This is Deep Cover One to Commander Kl'rt; I have made a most unnerving discovery,_" he whispered. "_Somehow, Zod – General Zod, Krypton's War-Hammer, the Butcher of Krenthia – has survived Krypton's demise! If the Commander intended to go ahead with the Empress' plan, now would be the time!_" Calming himself, he added, "_I am sending you the latest file on the abilities of the human Fantastic Four; given that the Commander expressed interest in their abilities, I have included my latest bio-scans. I will contact you as I know more. Deep Cover One out._" His message recorded, the Skrull compressed the file, encrypted it, and sent it to a human satellite, to be beamed out into deep space…where the Commander's ship lay in wait.

Then, with his task done, he shifted back into human form, retrieved his gear, and went back to work, with no-one in the Baxter Building the wiser.

XXXXXXXX

_North Pole_

"We'll be heading back to the Institute now, General; are you coming?"

Standing in the Main Hall of the Fortress, General Zod smiled at his godson's inquiry, as he and his cousin hovered, waiting for him. "I'll be along shortly, Kal; you two go on ahead." Smiling back, Superman and Supergirl turned, flying off, heading for the Institute.

Alone in Jor-El's scientific masterpiece, Zod strode to a crystal console, summoning the interface with a wave before skimming down through it.

It was nothing short of incredible; Jor had preserved the entire collection of Kryptonian knowledge – as well as that of all the worlds it had contact with – along with practically all of its technology. In essence, he had saved the core of Kryptonian civilization along with his son.

Dru's face fell as he thought of his former friend. Poor Jor-El; it must have been agonizing for him to hear the doddering Council ignore his pleas, just as it must have been to cast the final vote that sent him into the Zone.

Zod's face hardened at that thought, that memory of hell. For those first few years, even safe behind Fort Rozz's shields, he'd raged at Jor-El, swearing to humble him and his heirs, but that fury had eventually faded. It wasn't _really_ his friend's fault; the entire Council had voted against him. If Jor _had_ disagreed, they most likely would have stripped him of his rank, charged him with the same crime, and sent them _both_ to the Zone.

And now, time seemed to have proven his friend the wiser. Zod had to admit, he _never_ would have thought his friend to have been canny enough to prepare in case the Council disagreed; Jor-El had always been the optimist, had always believed in the Council.

It was the main reason he'd never included Jor in his plan.

After wasting three years trying to convince the Council to let him press the advantage against the Shi'ar, instead of holding position every time the Fleet beat them back, Zod knew measures had to be taken to defend Krypton. For the next three years, he had quietly moved his people into key positions of power around Krypton, all in preparation for the signal to simultaneously seize control of every part of Krypton.

It was to be the perfect coup: sudden, swift, decisive, and bloodless. In less than a day, the useless Council would be removed, and his administration would renew the true spirit of Krypton instead of cowering and stagnating behind the Planet-Shield.

And then Ursa had died…and Zod would wait no longer to end the war.

He wouldn't just break their ships; he would _shatter_ their will.

And so he had…and the Council had turned on him.

He shouldn't have been surprised.

He'd wanted to bring his old friend into the fold, but had thought him a risk…when in fact, Jor-El had been doing plotting of his own. Jor-El had sometimes said that the humans of planet Earth had great potential, but Dru had never paid much attention.

The irony of it was almost too much, Dru noted with a chuckle. He'd deliberately kept Jor out of his plan…and Jor's plan had inadvertently delivered to him everything he needed to make a New Krypton out of this…

Coming to one particular line of code, Dru scowled, before he banished the interface. The Fortress was Bio-Coded, like all Kryptonian technology, but it was keyed to give priority to Kal-El's orders above anyone else's; if Zod tried to take control of it, the boy could countermand him.

Well, that was not a significan setback; it only cemented the fact that he needed to get the boy on his side. Calming himself, Dru thanked Rao that Jor hadn't had time to input his trial into the database; he'd had to improvise quickly when Kal-El had extracted him from the Zone.

It had been so easy to fool the boy, it was almost a _sin._

Clearly, Kal-El had the beginnings of his father's lightning mind, and _all_ of his optimism; he obviously believed – as his father did – that these primitives could make something of themselves…so much so that he was _courting_ one, albeit a half-breed.

Still, he couldn't blame the boy; a half-breed Kryptonian was still the best choice amongst these savages. And perhaps they _could_ make something of themselves…once order was installed amongst them.

And since they clearly couldn't do it themselves…it fell to the more advanced race to step in.

Zod smiled to himself. With Kal-El by his side, he could do it; he could make this world what Krypton _should_ have been…

"_General Zod?_"

Stirred out of his thoughts, Zod turned towards Kurox. "_You have not yet departed for the Institute, General; did you require further assistance?_"

Zod put on his best smile. "No, no, Kurox; I was merely…lost in memory," he answered.

"_Understood, sir._"

Chuckling, Zod gave his friend's old creation a friendly pat on his shoulder-plating, before walking out of the Fortress, and darting into the sky, flying towards the Institute.

Even after numerous campaigns on worlds with yellow suns, the power they gave was still _intoxicating._

Reaching the Institute in minutes, Zod touched down effortlessly, walking into the main building; instantly, his hearing picked up the boy's female. "_…don't think he likes me, Clarkie…_"

"_He's my godfather, Ali; his knee-jerk reaction is that any girl I date isn't good enough,_" Kal answered. "_Plus, he's a General…_"

Putting his smile back on, Dru walked into the office where Kal-El and the girl were, as was the human telepath, Xavier. "Ah, General," Xavier greeted. "We were just talking about you."

"I heard," Dru joked. "No further problems, I trust?"

"No, no," Xavier answered. "We merely had a proposition for you."

Kal nodded. "You may have heard us mention that J'onn – one of my friends from the League – lives here as an instructor…"

"…and you wished to extend the same invitation," Zod finished. He shrugged. "I suppose I could accept, and attempt to whip your students into something _resembling_ a Kryptonian paramilitary unit, but I make no promises."

The girl frowned. "Great."

Dru's eyes narrowed. ""Great," indeed, girl, because your performance in the air today may have been acceptable, but I _wasn't_ doing any cartwheels," he snapped. "It will be my _pleasure_ to whip my godson's woman into shape." Sighing, he glanced to Kal. "I suppose you could do worse."

The girl – Alison, he believed – glared at him. "That's _it?_"

'_Well, she has spirit; not a total loss, then._' "Do you want a medal, girl?" he grumbled. "Bring down a Kree task-force, and _then_ you can complain."

Alison looked utterly _furious_, but Kal's hand on her shoulder calmed her. "Don't take it personally, _taushi_; that's probably the closest he's ever going to get to giving his blessing."

Zod's smile turned wry. "It's good that you have a sense of humour, _Cadet,_" he said, "because this all applies to _you_ as well; Jor may have been unparalleled in science, but in combat, _I_ was the genius. I look forward to filling in the blanks he left."

Kal's smile turned a bit nervous, but he kept his reserve. "Yes, _sir!_" His smile returning, he asked, "So, godfather, do you think you'll like it here?"

At that, High General Dru-Zod let out a full, hearty laugh. "Oh, yes," he said, "I am quite _sure_ of it."

XXXXXXXX

_Author's Note: I apologize for the slight delay; trying to write at work is tough, sometimes. And yes, I borrowed a bit more from "The Last Days of Krypton," in a few places. Enjoy!_

_Coming Soon:_

_As the summer draws to a close, the planet Earth prepares to enter an entirely new era…_

…_but amidst this historic moment, old enemies make their return, threatening both the people of Earth, and the survivors of Krypton._

_Can our heroes repel this star-borne threat?_

_And are these invaders the only danger?_

_Find out, when the "Flashpoint" threatens to set Earth ablaze…_


	35. Flashpoint

CHAPTER THIRTY-FOUR: FLASHPOINT

_Xavier Institute, August 10, 2009_

As the early morning sun rose over the Institute, a downcast Tinya finished donning her uniform, before heading out into the corridor, dreading the morning, both for the coming Danger Room session…and for what she had to do afterwards…

"I take it you're as enthused as _I_ am."

Startled, Phantom turned to find Power Girl walking up behind her, heading for the elevator just as she was. "Oh, hey, Ali," she greeted. "Yeah, I'm not looking forward to this; I'm still sore from the _last_ one."

Power Girl nodded. "To think, we used to complain about _Logan's_ sessions," she agreed. "Compared to Clark's psycho _or'shon_, Wolverine's Mary-freaking-Poppins!"

Phantom giggled. "You know he likely heard that, right?"

"Like I care!" Power Girl's expression turned serious. "But there's something else, isn't there?"

Phantom's gaze dropped to the floor. "I…I think I have to break up with Mark."

Power Girl gasped. "Did…did you two have a fight?"

"No," Phantom murmured. "It's just that…I adore him, and he's so sweet to me, but every time we try to kiss, his face melts off!"

Power Girl tried to suppress a giggle. "You realize most girls would take that as a compliment, right?"

"This is _serious_, Ali!" Phantom cried. "How would you feel if you and Clark couldn't kiss, anymore?"

Alison paled. "I'd go out of my mind," she whispered. "I'm sorry, Tinya; I get it now."

"Yeah." Phantom's expression was even sadder, now. "I don't _want_ to do it, but I just don't see any other choice…"

Power Girl's tone was sympathetic. "If you like, I could get Lila and the other girls together to have a post-breakup girls' night; sad music, chick-flicks, and all the ice cream and chocolate you can eat."

Phantom smiled miserably. "Thanks." With that, they headed on…unaware of the pale yellow optics that had been watching sadly from around the corner.

Within minutes, they had reached the control room, where Superman, the X-Men, and the rest of X-Force were waiting, while Wolverine sat at the controls. Phantom blinked. "I thought the General was handling our session…"

Berzerker grimaced. "He _is,_" he answered, gesturing through the window down into the Danger Room, where General Zod, in uniform, stood, his arms folded, his eyes closed, deep in thought.

Power Girl paled. "You're kidding."

"He sure ain't, Diva," Wolverine said.

Leap's lip quivered in fear. "We are so dead."

Multiple looked ready to _hurl._ "_So_ dead," he agreed.

"Aw, come on, guys! What kinda talk is that?" Iceman exclaimed. "We've gone up against _Clark_ before, and he has the same kind of power as Zod!"

"Yeah, but Clark doesn't have a mean-streak," Boom-Boom said. "The General's is a mile wide."

Superman chuckled nervously. "Hey, he's not _that_ bad; I've taken lumps from him, these past few weeks, and _I'm_ okay!"

"With respect, comrade, you are invulnerable," Colossus interjected. "We are not."

"I'm telling you, we can do this!" Iceman insisted. "We just need to keep him occupied long enough for K'imm to get into his head and shut him down!"

Jubilee started to brighten. "Yeah…yeah! That could work…"

General Zod's voice over the speaker shook her confidence. "_Are you children going to come down here, or should I have taken a book?_"

Seeing their faces, Wolverine chuckled. "Bet you're sorry you griped about my sessions now, huh?" he chortled. "Now, as soon as Metal-Head shows up…"

"_You need not wait, Logan; I am here._"

As Android walked into the control room, Phantom tried to suppress her guilty expression. "Yeah…I guess we should get going."

Power Girl managed a nervous wave. "Good luck."

Daytripper gulped. "I think we're gonna _need_ it." With that, they headed into the elevator.

As the entire team emerged into the Danger Room, the General didn't even glance at them. "I trust you are all prepared?" he asked. "Or would you like to take a few more minutes to strategize, Drake?"

Iceman's confident smile wavered. "You…heard?"

Zod finally glanced at them, his expression clearly suggesting he thought Iceman an idiot. "Cardinal rule of warfare, boy: never strategize in plain sight…or in earshot."

Cannonball groaned. "Well, _that_ plan's out the window."

Jubilee gulped. "What now, Bobby?"

Iceman grimaced. "I'm working on it…"

Zod interrupted him. "Another rule of warfare, Drake: plans _seldom_ work on the real battlefield!" And he punctuated that sentence with a blast of gale-breath, blowing half of X-Force clear across the room.

His adrenaline kicking in, Iceman's mind raced. "Sunspot, Boom-Boom, Wolfsbane, Cannonball, Jubes, slow him down!" he ordered. "Polaris, Magma, help me cage him!" Instantly firing up, Sunspot fired a stream of flame directly ahead of Zod, but the General never even flinched as he calmly walked through it, and right into Cannonball's flight-path; igniting himself, Cannonball flew straight at Zod, who simply pivoted out of the way, his hands moving like lightning as he did, grabbing Sam's shoulders and turning him, altering his path and sending him careening towards Jubilee, forcing her to dive out of the way before she could even get a shot off. Quickly forming a handful of charges, Boom-Boom scattered them at Zod, but the General moved like lightning, weaving through the cluster without touching even one, letting them detonate behind him. Shifting into her wolf-state, Wolfsbane pounced at him, but Zod executed a perfect spin-pivot on one heel, sending her flying past him, before he turned and breathed ice on the ground; Wolfsbane tried to charge again, but her paws couldn't get traction on the ice, sending her falling flat on her stomach.

By then, Lorna and Amara had moved into position; as green electricity crackled under his feet, Zod simply arched an eyebrow, right before the metal floor buckled upwards, bending around him like a tinfoil Easter-egg. With the metal in place, Magma unleashed a lava-torrent on the metal, welding the entire mass shut, before Iceman supercooled it with a frost-stream, finishing with a ten-inch-thick layer of ice. For a moment, there was silence…until a pinprick of red light appeared in the ice, rapidly growing into a horizontal column of nova-red energy that simply boiled the ice away, turning the metal behind it to glowing slag, as Zod calmly stepped out of the shell.

But Iceman hadn't expected it to hold the General; he'd just needed to buy the others time to recover. "Android, Daytripper, Berzerker, Dust, Havok, blast him! Colossus, Leviathan, Multiple, Husk, _get in his face!_" With his verbal orders given, Bobby took the General's advice. '_K'imm, give Zod a headache, will you? And be sure to ask Tinya to keep you out of sight; something tells me you'll need all your energy to crack him!_'

As Dust's sandstorm impacted him, Zod shrugged off the sting of her sand, his eyes flaring electric blue as he spotted the thermal outlines of his would-be attackers, four in the back, with the others coming straight at him. Android and Berzerker opened fire first, followed by Havok and Daytripper, but the General easily evaded the first two shots, letting the third and fourth impact him with barely a shrug. Leviathan was the first to close with him, opening with a kick-punch combo, but Zod's hands were a blur, blocking his punch and pushing his hand aside, before catching his foot by the ankle as he stepped into his attack, pivoting perfectly around him. Grimacing, Leviathan hopped to keep his balance, but he needn't have bothered; sweeping his leg to trip him, Zod knocked Leviathan into the air, sending him flying into Husk with a palm-strike, knocking them both down. Seeing Colossus approaching, Zod decided to go on the offensive; Colossus had only just registered the General as being in front of him…and then Zod was right beside him, his fist burying itself in his metal torso. Piotr gasped, doubling over, allowing Zod to pull back and whip his hand low, sweeping it up and knocking Colossus' feet out from under him. Colossus was airborne for less than a second, but to Kryptonian eyes, that was plenty of time; kneeing him upwards, Zod grabbed him by the leg and whirled him around, turning him into a living baseball-bat, using him to bat away the small army of Jamies approaching him, before sending him flying towards Iceman, who was barely able to get out of the way.

With X-Force apparently dispatched, Zod was about to walk away, when he suddenly felt a mild ache in his head. His eyes flashing, he scanned the X-Ray spectrum, instantly spotting Phantom and Miss Martian behind a cloaking field. Inhaling deeply, Zod unleashed a stronger gale-burst, dispersing Dust's sandstorm and sending K'imm and Tinya flying across the room, along with most of the others…as his headache promptly stopped.

"_Okay, I'm calling that one._"

As Logan's voice came over the PA, Zod chuckled. "Wise decision," he agreed. Glancing to Iceman, his expression became more severe. "Decent tactics, Drake; I am still not doing cartwheels, but this is a step in the right direction."

Iceman groaned. "Swell."

Pulling herself back onto her feet, Daytripper glanced towards Miss Martian. "No luck taking him out telepathically?"

"None," K'imm sighed. "His mental walls are _crazy_ good; I don't know if even my _dad_ could crack him."

"So much for that idea," Berzerker grumbled. "Back to the drawing board…_again._"

Seeing their expressions, Zod frowned. "I do not recall giving you permission to _whine,_" he reprimanded, before a wry smile crossed his face. "Given that you now get to see the _main_ event, I would think you all in better spirits."

Jubilee blinked. "Huh? What main event?"

The General never answered directly, merely looking upwards. "_Cadet! Front and center!_"

Seconds later, Superman emerged from the elevator, walking towards Zod. "Good effort, guys," he said. "Guess it's my turn, now."

Boom-Boom turned green. "You're takin' Big Z on solo? After the _last_ time?"

Superman smiled faintly. "I like to think I've learned a little, since last weekend."

Zod chuckled. "Indeed; perhaps you'll give me a decent challenge, this time."

Nervously, X-Force started to inch away, heading for the elevator. "Good luck," Iceman offered.

Superman nodded. "Thanks." With that, the others headed into the elevator, leaving the two Kryptonians alone.

The Danger Room cleared of distractions, Superman and General Zod slowly circled each other. "I noticed they did better than the last time," Superman noted.

"Perhaps," Zod allowed, "but I've seen first-year cadets at the Academy that could do better during my several years as Commandant; between your charges and the X-Men, I have yet to be impressed."

Superman's smile turned wry. "Give them a chance, godfather; they might surprise you."

Zod shrugged. "We'll see," he replied, "but I presently have more pressing matters…as do _you._"

At the end of that sentence, Zod darted straight at him at superspeed…right at the same time that Superman started his own super-fast charge; closing on each other in nanoseconds, Superman blocked Zod's left-hand finger-stab, grabbing his wrist for a throw, but Zod had already collapsed into his reaction, countering with an elbow-uppercut to his jaw, stunning him enough for Zod to follow with a knee-kick, and then leaping into an aerial front-kick, sending him flying across the room, skidding once, before doing a hand-spring to get back on his feet. "Ah, you spotted my attack, that time!" Zod laughed.

Superman nodded. "I noticed your feet in position for _kerro_-style."

"Hah! Finally paying attention!" Zod exclaimed. "Now we can begin the lesson!" Assuming the legs-bent, lower-to-the-ground stance for _kerro_-style, his hands extended like blades, Zod motioned him forward. "Show me what you've learned!"

Instantly matching Zod's stance, Superman darted at him again; to the others watching, the two of them were blurs, but from their perspective, every motion was clear. Closing on Zod, Superman's left hand was a blur, stabbing once, twice, three times in rapid succession, poking at his guard, before striking high towards his eyes…and then shooting low, straight at his gut, but Zod anticipated the reaction. "The Serpent's Deception, Cadet?" he chortled, sweeping his right hand low to block him. "A decent opening, but far too predictable!" Superman was already in motion, darting to Zod's side, his knee shooting up towards his kidneys, but Zod had moved to intercept, catching his kneecap and twisting upwards, sending Superman flipping backwards, landing on his feet hard, knocking him out of his stance. "Tactical error, Cadet!" Zod lectured, moving to follow his attack. "Battles are won and lost when _initiative_ is won and lost; _never_ answer an opponent's feint – _urk!_"

He had been in mid-strike when Superman rapidly regained balance, leaning aside and clotheslining him, knocking him off his feet. Recovering instantly, Zod saw that his godson's stance had changed to a more leaned-back one, his center of gravity higher from the ground. "…unless it's part of a feint of your _own,_" Superman finished. "I knew you were better at _kerro_, so I figured you'd drop your guard if you thought you had me."

Zod's tactical mind instantly processed the shift. "_Tel'yo_-style, hm?" he asked. "And did I see a bit of Earth's _aikido_ mixed in?"

"Figured a change of pace was in order."

Zod grinned. "There may be hope for you yet, Cadet!" he laughed. "But I notice that both of those are primarily defensive, meant to respond to an opponent's moves; you've lost the initiative with those, boy." Instantly, his stance shifted to the forward-leaning stance of _kel'dro_, a devastating style that, unlike the deceptive _kerro_, was based purely on _offence_. "And _tel'yo_ was a favourite of your father's, so its defensive gaps are no stranger to me!"

Darting at him, Zod unleashed a blistering series of punches, moving so fast that Superman could barely keep up; forced to pivot around him, he kicked Zod away, but the General, expecting such a move, was able to keep his balance, to come right back with barely a breath lost. Holding his ground against Zod's second barrage, Superman endured just long enough to spot a weakness in the General's guard; as Zod launched a kick, Superman darted to his open left side, firing a low kick to his knee, disrupting his balance enough to send him flying with a burst of gale-breath.

Getting back on his feet, Zod chuckled dryly. "Well, I must say this was more enjoyable than the previous session, but I'm afraid it must now _end._" At that, he instantly darted straight at Superman, much faster than he had before. Bracing himself, Superman readied a guard, but before he could counter, Zod was instantly to his side, his fist slamming into his kidneys, driving up under his ribcage. Superman could feel gravity's hold on him slip as his momentum propelled him upwards, but his feet never even got the chance to leave the ground as Zod darted behind him at a _fraction_ of his normal reaction-time, his heel slamming into his back in a side-kick, to send him flying across the room…or at least it _would_ have, had Zod not already been ahead of him, finishing him with an axe-handle strike, sending him plummeting down to the ground, smashing into it with enough force to leave a _van-sized_ crater.

Slowly descending, Zod crouched by his godson as Superman sat up, coughing. "And, once again, I get knocked flat on my butt."

Zod chuckled. "That _was_ better, though," he admitted. "A few more months, and I may make a decent Cadet of you, yet."

"Hooray." Superman's flat tone shifted to an inquisitive one. "At the end there, how much power were you using?"

Zod shrugged. "10 percent of our maximum capacity, the same as you."

Superman's eyes went wide. "_What?_ But how…"

"How did I achieve such a dramatic victory?" Zod finished, grinning. "As I've told you, Cadet, Earth is _far_ from my first encounter with a yellow star; in my experiences around yellow stars, I've developed a little technique for maximizing my body's use of the energy it takes in."

Superman was amazed. "Really?"

Dru nodded. "Tragically, I lack Jor's more poetically scientific way of speaking, so I simply named it "surging,"" he answered. "The technique requires three things. First, you need a clear understanding of _exactly_ what you require of your abilities in any situation: strength, speed, enhanced vision, hearing, what have you."

"Sounds easy enough," Superman noted.

"Ah, but it gets a bit trickier," Zod admonished. "Second, you need to be able to predict both your own movements and those of your opponents down to the _nanosecond._" He looked Superman right in the eye. "I've seen you do this to an extent, boy; you're off to a decent start, but in order to achieve the kind of timing needed here, you have to be able to predict your _own_ reactions, both to strikes you receive, and ones you _make_, and outrun your foes' recoil before they even do so."

Superman slowly nodded. "I think I understand."

"Good," Zod said, "because the _third_ requirement is by _far_ more difficult. Here, you need a _precise_ awareness of the level of energy in your body." He sighed. "In that respect, boy, I _can't_ help you; it's something that cannot be taught, only learned. Once you possess such an awareness, you can modulate your internal energy to suit your needs. If you need greater speed, you can force – or _surge_ – energy to your legs; if strength is needed, surge it to your arm muscles, and so on." He grinned. "It's incredibly difficult, but _more_ than worth it – once you have it, you can achieve the effectiveness of _50_ percent of your maximum while only using _10_ percent."

Superman was dumbfounded. "_Whoa…_" he murmured. "Kara and Ali will _flip_ when they hear about this!"

"No doubt," Dru said, his smile becoming more forced, "but Kara is still mastering her abilities, so I fear it will be some time before she's ready…and as for your paramour, I understand that her internal transfer-system is somewhat underdeveloped from this "Sinister's" tampering during her conception; I doubt that she is capable of it, at all…"

As if the General's mention had summoned her, a distraught Power Girl flew out of the elevator, zipping right to his side. "Clarkie, are you okay?" she cried.

Superman managed a weary smile. "I'm fine, Ali."

"_Fine?_ How can you be fine after _that?_"

Dru rolled his eyes. "You heard the Cadet, girl; you needn't baby him."

Seeing Alison's glower, Superman stepped in. "Really, baby, I'm okay; granted, getting my butt kicked wasn't enjoyable, but it was _educational._ I think it was a necessary eye-opener."

Zod chuckled. "There! You see?"

Glaring at Zod for one second longer, Alison turned her worried gaze back to her boyfriend. "You're sure?"

"Positive, _taushi._" He chuckled. "Besides, I'm sure the others got a kick out of seeing me _finally_ get knocked down a peg."

Power Girl shook her head vehemently. "_No way_, Clarkie! There was _nothing_ funny about watching this _psycho_ clobber you!"

Superman frowned. "Ali…"

"At ease, Cadet; I'm used to it," Zod said. "I trust you recall my words from the start?"

Superman suppressed a faint chuckle as he recalled the General's words at his first session with the X-Men: "_Let me make something perfectly clear: I may be your comrade, and perhaps even friend outside of this facility, but in here, I do not care what relationship you all have with my godchild, nor do I care how skilled you are, or THINK you are. It has been my experience that EVERY unit can be improved, and that is precisely what I intend to do. What you do outside here is immaterial to me, but on my time, I will be systematically breaking you down, for the purpose of putting you back TOGETHER again. Make no mistake, children, you will HATE me in this room: I have no doubt that you will call me EVERY bad name you know, and then some you DON'T. In fact, I encourage it…because the more you whine, the closer you get to your breaking point; the whole purpose of this is to GET you there and KEEP you there, so that when you reach it outside these walls, you can still function._" "I remember."

"Good!" Zod said pleasantly, motioning towards Power Girl. "That just means it's _working._"

Still glowering at him, Power Girl was ready to say something to the General, but it was interrupted by the beeping of Superman's communicator. Switching it on, he answered. "Superman here." His eyes went wide. "They're _here?_ In orbit?" Another pause. "We'll be right there!"

Zod smiled knowingly as his godchild ended the call. "Good news?"

Superman grinned. "Some old friends have just dropped by, to tie up a few loose ends!" he exclaimed. "General, request permission to…"

"Yes, yes, by all means, go!" Zod groused. "I'm sure you've had enough humbling for one day."

Superman chuckled. "_Next_ time, General," he quipped back.

"If you say so, Cadet." With that, Superman and Power Girl both darted out of the Danger Room, while General Zod calmly walked towards the elevator.

XXXXXXXX

_Watchtower, Earth orbit_

"I still don't know about Zod."

Within the Monitor Womb, the entire Justice League – minus Superman and Power Girl – had gathered, awaiting their guests. "_I_ still think you're getting worked up over nothing, Diana," Hawkgirl answered her comrade. "Are you still obsessing over how he dealt with that phantom? That thing was as good as dead, anyway!"

Supergirl nodded. "Plus, he's defended all of Krypton for almost two _centuries_, against threats _none_ of us can imagine!"

Wonder Woman sighed. "I don't know; there was something in his eyes that just…bothered me."

"It's a moot point, in any case," Batman said flatly, his eyes never leaving the monitor screen. "General Zod is here, and that's all there is to it. Our energies are best spent planning for our visitors."

That was enough to direct the conversation away from Zod. "You think somebody's going to try something?" Flash asked.

"Possibly."

Green Lantern looked grave. "Well, this time, we'll have a bit more backup; Jordan said he's bringing an entire squadron with him, this time."

Spider-Man whistled. "Like to see any baddie try and get past them…"

Batman glanced over his shoulder. "Be careful what you wish for, Parker."

By then, the Javelin-One had hailed the Watchtower, requesting permission to dock. Minutes later, Superman and Power Girl walked into the Monitor Womb. "Did we miss anything?" Superman asked.

As if to answer his inquiry, the Watchtower's long-range sensors started to beep, bringing up an image of deep space, several hundred thousand kilometers away; the endless void was utterly silent, until several vessels – one Shi'ar Republic Cruiser and one Thanagarian Warbird, led by Confed One, and flanked by the Starjammer – winked into existence, gliding towards the Tower. As their step-through drives spun down, a cluster of emerald lights flitted out of Confed One, expanding into an eight-pronged defensive ring, before a familiar voice came over the radio. "_Lantern Jordan to Watchtower; Confederate ships requesting permission to dock. Over._"

Grinning, Superman answered the hail. "Permission granted, Lantern; it's good to see you, again."

Within minutes, the handful of ships had docked, and their passengers walked onto the Monitor Womb: Councillor Wazzo, Admiral Var, Empress Lilandra and Gladiator, along with several of the Imperial Guard, as well as Corsair and his Starjammers, all escorted by Hal Jordan and seven other Lanterns.

Smiling warmly, uperman extended his hand to the Councillor. "Councillor Wazzo, everyone, welcome to Earth!" he greeted.

Smiling back, Winema shook it. "Thank you, Kal-El; we can only hope that this visit is a bit less…eventful than the last!" she answered, glancing around. "And from what Empress Neramani tells me, all of you have been busy since then."

Supergirl chuckled. "You could say that."

"You shouldn't worry about any more incidents, Councillor," Green Lantern said. "As soon as we detected you, our pals planetside informed the UN; we should be able to get you in and out before any unfriendlies can even _react._"

Hal chuckled. "Hopefully."

"If nobody minded," Corsair spoke up, "I was hoping that I might get time to…talk to Scott and Alex…"

"That won't be a problem, Captain," Wonder Woman supplied.

Power Girl nodded. "Scott and Alex are probably waiting for us with the others on Earth."

"Then it would be impolite to keep them waiting," Lilandra said. "I, for one, am quite anxious to see your world."

Superman's smile grew. "Well, I hope we don't disappoint!" With that, the entire group headed out of the Monitor Womb, heading for the vehicle-bay, to prep a Javelin for departure.

XXXXXXXX

_Xavier Institute, a few minutes earlier_

The late summer sun was high in the sky as Todd walked up to the gates of the Xavier Institute, a large bouquet of flowers in his hands and a cheery whistle on his lips. Stopping by the gate, he buzzed the entrance. "Hey, Wanda! Ready for our date?"

There was no answer.

Confused, Todd buzzed again. "Wanda? Sweetums? Hello?" Still nothing. He buzzed again. "Hey, Professor X? It's Todd," he said. "Is Wanda there? We kinda had plans for today; everything okay?" Likewise, zilch. '_Okay, now I KNOW something's screwy,_' he thought. '_Maybe they're just training, or on a mission…_' his eyes went wide, '_…or maybe they're in trouble!_'

Crouching low, Todd hopped right over the gate, landing inside the Institute grounds…and immediately braced himself. When no automated defences – or claw-happy instructors – came at him, he relaxed, slowly walking towards the Institute. "Hello?" he called out. "Anybody here…"

He was cut off as a black blur slammed into him, driving him into the Institute's west wall as an iron-hard fist pushed into his collar, pinning him. "_Jeez_, Supes, what gives? I was just…_w-what the?_ Y-You ain't Supes!"

The figure holding him was clad in a creepy all-black version of Superman's uniform, except his had gloves, and a mean-looking 'Z' crest on his chest. The guy himself was older – looking close to the same age as Wanda's old man – with short black hair streaked with grey, and a trim black beard…and a pair of _really_ scary dark eyes that were boring into his skull. "Identify yourself, _boy._" His voice was low, and utterly fierce – Todd knew instantly that messing with _this_ guy would probably be the _last_ mistake anybody ever made.

Todd gulped. "I-I'm Todd Tolansky," he stammered. "I-I was just lookin' for Wanda; we had a date, today…"

"General, what are you _doing?_ Put him _down!_"

Like his very own guardian angel, Wanda darted out of the Institute, her hands flying to the guy's hand, trying to pull him away. "This is my _boyfriend!_" she insisted.

The guy frowned. "It is my understanding of this planet's etiquette that such visits were to be _announced._"

"I _did!_" Todd protested. "I buzzed in on the intercom, but nobody answered! I thought something was wrong!"

As Wanda stared at him annoyedly, the guy let go of Todd with a sigh. "I advise you to be more careful in the future," he muttered, before walking off.

With an apologetic smile, Wanda helped Todd to his feet. "Sorry."

"No problem, Gorgeous; I oughtta be used to it, by now," Todd joked. "But who _was_ that guy?"

Wanda's smile became knowing. "You know how I told you about General Zod? Kal's godfather?"

Todd's eyes went wide. "T-That was _him?_ The military head-honcho of Supes' planet?" He gulped. "Guess I should be glad I'm still in one piece…"

Wanda frowned. "Yeah; sessions with him? _Not_ fun."

"Never thought I'd _miss_ gettin' run off by Wolverine," Todd said. "So how come nobody answered me on the intercom? Everything okay?"

"Yeah; we're just busy," Wanda answered. "Councillor Wazzo and her diplomatic contingent are on their way back here."

"Wait…the big cheese of that "Galactic Alliance" thing? Spooky's mom?"

Wanda sighed. "Galactic _Confederacy_, and yes."

"Oh." Todd's expression fell. "So…I guess our date's off, huh?"

Wanda's eyes went wide. "T-That's today?" she cried. "Oh, God…oh, _God_, Todd, I am _so_ sorry!"

"Nah, it's okay, Cuddlebumps; you got _really_ important stuff to worry about." He managed a faint smile. "Rain check?"

"First thing, tomorrow!" Wanda promised, taking the bouquet. Giving the flowers an appreciative sniff, her smile grew. "You're so sweet."

"Hey, I try…" Todd began, but his brain stalled as Wanda's lips met his in a loving peck, before she waved goodbye, vanishing back into the Institute. '_Oh, yeah; I am the man!_'

The ringing of his cell-phone surprised him, but not enough to wreck his mood. "Hello?"

"_Todd._"

And just like that, Todd's mood collapsed. "What do you want, Pietro?"

"_Nothing!_" Pietro replied quickly. "_Just…curious if you'd heard that that space-Councillor or whatever was on her way back here._"

Todd groaned. "Please tell me your old man isn't gonna try anything stupid."

"_He just wants to talk to her, that's all…_"

Todd groaned again. "Well, tell him to do you, your pals, and himself a favour and _don't_; there's another of Supes' people in town."

Now it was Pietro's turn to groan. "_Another Dork of Crap-Tun? Give me a break!_"

"I wouldn't say that if I were you, Pietro," Todd whispered. "_This_ guy was the planet's military head-honcho, and he is one _mean_ dude! If we'd gone up against _him_, he'd've probably eaten Freddy whole, and used _us_ for dental-floss! For _kicks!_"

There was actually a waver in Pietro's voice. "_I'll…pass that along to Father,_" he murmured. "_So…how's Wanda doing?_"

Todd relaxed a bit. "Pretty good," he answered. "The two of us were gonna go…"

"_La la la la la! I can't hear you! I can't hear you!_"

Todd groaned. "Never mind."

Pietro calmed down. "_I gotta go, so…talk to you later, okay?_"

Todd nodded. "Yeah, sure," he said. "Later." With that, he hung up.

"So your former comrade and his father intend to assault the UN Summit?"

Todd froze at that voice; inch-by-inch, he turned to face his earlier assailant, the titanic, imposing, intimidating-as-all-hell General Zod, his arms folded sternly. "Uh…hi?"

The General wasn't amused. "Should we expect an all-out assault, or is your friend's father sincere in that he merely wishes to talk?"

All Todd wanted to do was go hide under his bed, but he somehow found his voice. "Uh…maybe?" he said. "I…I really couldn't say, Mr. General Zood…"

"_Zod._" The General's eyes were narrow.

"_Zod! Right! Sorry!_" Todd cried. "Really, I have no idea; Mags _never_ told us about his plans when I used to – _used to_ – work for him!"

Zod sighed, muttering something like "_useless,_" under his breath. "Very well," he said, pointing to the gate. "Go."

"Yes, sir! Thank you, sir!" Todd exclaimed, as he turned…and hopped away as fast as he possibly could, hoping that Pietro and his dad didn't try anything.

He'd had enough craziness for one year.

XXXXXXXX

_U.N. Headquarters, New York_

To say that the United Nations Headquarters was abuzz with activity would have been an understatement of colossal proportions; between the gravity of the coming meeting and the impromptu calling of it, delegates were scrambling to get to the Assembly Chamber, almost knocking each other over in their hurry.

As the X-Men and X-Force, along with Professor Xavier, Wolverine, Madelyn, Storm, Beast, Mystique, and Zod walked towards the U.N. Building, leaving the Blackbird behind them, the General frowned. "And this administration is your planet's governing body?"

"Not exactly," Cyclops said. "Each country handles its own internal affairs; U.N. delegates debate issues that affect the planet as a whole…"

Dru's tone was flat. "An assembly with over a _hundred_ squabbling politicians instead of twelve, and even less decision-making power," he remarked. "Splendid."

Storm frowned. "That's somewhat harsh, General."

Wolverine snorted a chuckle. "Yeah, but he ain't wrong, 'Ro."

A rich voice answered him. "Is it not unfair to judge an entire organization by a corrupt few?"

Turning towards the owner of that voice, Storm instantly brightened. "_T'Challa!_"

His smile matching that of his fiancee's, T'Challa greeted Storm with an embrace as she practically flew to him, before he turned to greet the others, his sister walking up beside him as he did. "I suppose all of you have had some hand in this momentous occasion?"

Shadowcat shrugged. "Maybe."

T'Challa chuckled. "I should have guessed." His smile grew. "In any case, whatever resolution Councillor Wazzo introduces, she may count on Wakanda's support."

"As well as Attilan's."

Hearing that voice, the entire group turned to find Black Bolt and Medusa there, along with Karnak, Attilan's Ambassador. As Black Bolt's hands sketched gestures in the air, Medusa quickly translated. "We came as soon as we heard that the Councillor was en route," she said. "I trust we were not too late?"

"Not at all, Your Majesties," Madelyn answered. "I believe that the entire U.N. is waiting on our guests."

Sniffing the air, Wolverine snorted. "Don't tell Fishy that; we all know how he hates waiting."

As he and Namorita walked into view, Namor frowned. "A fine way to talk, indeed," he countered, "when Atlantis had _considered_ backing this Councillor Wazzo's resolution until now."

Charles paled. "King Namor, surely Logan's remark is no reason to…"

"You needn't worry," Namorita said, frowning at her cousin, before her gaze wandered to meet Leviathan's. "My cousin is too sensible to throw away so great an opportunity, isn't he?"

Namor sighed. "I suppose the chance to converse with other water-breathing societies is worth enduring this fool's inanity."

Mystique chuckled. "Well, that's good to hear…"

A pointed cough interrupted her. "If all of you were through," General Zod muttered, "I would think that my godchild and his comrades are expecting us; I can hear them on their final approach." With that, he walked off.

Namor's eyes narrowed. "I would never have believed it possible," he spat, "to find a surface-dweller even more ill-mannered than _you_, Logan."

"Hate to break it to you, Fishy, but you're only half-right," Logan retorted. "That was Flyboy's godfather."

Both Black Bolt and Medusa were taken aback. "Then…he is also a Kryptonian?" Medusa asked.

Professor Xavier nodded. "Correct," he confirmed. "That was Krypton's High General Dru-Zod, Krypton's supreme military commander, and a longtime friend of Kal's father, Jor-El. Some time ago, Superman and the League found and revived him from a Kryptonian artefact that had drifted to Earth; he has been an instructor at the Institute ever since."

Leviathan groaned. "Yeah, and we've had bruises on our bruises for weeks."

T'Challa looked thoughtful. "I see." Before he could say anything further, the Javelin-One flew by overhead, heading for the other side of the U.N. Building. "Perhaps this is a discussion left for another time." No-one argued, as they headed to meet the Javelin.

By the time they reached the eastern garden, General Zod was already there, standing in front of the Javelin-One as the Justice League disembarked, along with Councillor Wazzo, Admiral Var, Empress Lilandra and Gladiator, the Starjammers, and Hal Jordan and seven other Lanterns. As the dignitairies emerged, they stopped cold as they saw the General. "By the Aerie…" Admiral Var murmured. "He…he _is_ alive…"

Superman chuckled. "Told you."

Quickly, Hal and the Lanterns saluted. "General, sir!"

"Corpsmen," Zod answered idly, glancing towards Lilandra, his expression going cold for a millisecond, before recovering into a wry smile. "Kral'Nor's bleeding-heart daughter, I presume?"

Lilandra gasped, shocked by his remark, while Gladiator frowned. "With respect, General Zod, your words are most unkind…"

Zod laughed gently. "Empress, Captain, you misunderstand me!" he soothed. "I hope you do not take offence, Majestrix, but I found your father to be a psychotic fool and an incompetant commander." He arched an eyebrow. "Anyone _he_ would disparage, then, is of _great_ interest to me."

Calmed, Lilandra matched his wry smile. "My father's sanity _was_ called into question, after the siege," she admitted, "and I see your reputation for audacity is well-earned, General Zod…though I would think it ill-suited for diplomatic matters."

Zod chuckled. "True enough, Majestrix; I simply haven't the patience for politics."

Smiling warmly, Winema spoke up. "Well, General, I think I speak for all of us when I say we are honoured!"

Smiling suavely, Zod stepped forward, taking her hand in his. "The honour, Councillor – and the pleasure – is _mine_, I assure you." With that, he gently kissed the back of her hand.

Startled, Winema's face flushed rosy. "_O-Oh!_ Uh…w-well…"

Gambit arched an eyebrow. "Huh…not bad."

"I'll say," Spyke agreed. "Who knew Big Z was so smooth?"

Phantom, however, was utterly _mortified._ "_Tell_ me he didn't just flirt with my _mom!_"

Android's tone was flat. "_It would appear so._"

Phoenix smiled weakly. "He's just shmoozing, Tinya; politicians do it all the time!" Helplessly, she contacted Cyclops through their link. '_Right?_"

'_Damned if I know, Red._'

"_DAD!_"

Breaking away from the others, Havok darted straight for Corsair, barreling into him with a hug. "Scott said you were alive, but I didn't think I'd ever…"

Smiling back, Corsair returned his youngest son's hug. "Believe me, Alex, _nobody_ was more surprised than I was to hear my boys were alive and well!"

Meeting Professor Xavier's gaze, Lilandra smiled. "Professor Xavier, I presume?" she asked. "As I understand it, Captain Corsair owes this happy reunion to you."

Charles promptly turned to face her…but as his eyes found hers, his mind momentarily failed him. "I…I assure you, Empress, no-one owes us anything," he stammered. "We are only glad that this worked out as well as it had!"

Lilandra's smile grew. "Of course."

Having regained her composure, Winema took a deep breath. "Well, we'd best not keep everyone waiting!"

"Of course not!" Zod agreed, offering her his arm. "Shall we?" Suppressing a fresh rosy tint, Winema accepted, allowing him to escort her into the building, followed by her fellow dignitairies, and flanked by the League, the Lanterns, and the Starjammers.

Watching them go, T'Shondra blinked. "Well, this "General Zod" is…surprising."

"Obtuse one moment, and oil-tongued the next," Namor muttered. "He's certainly volatile."

Wolverine snorted. "Says the expert on the subject."

Sensing an argument brewing, Black Bolt gestured, his wife translating. "My husband suggests that, perhaps we, too, should proceed."

"I agree," T'Challa said. "We certainly would not want to miss so historic an event for a simple misunderstanding."

These were the right words; though his scowl never wavered, Namor conceded the point with a nod, as he and his cousin headed inside, followed by T'Challa, T'Shondra, Black Bolt, Medusa, and Karnak, leaving only the X-Men, X-Force, and their instructors behind.

"Well, that was simple enough," Beast observed.

"Yeah," Wolverine muttered. "_Too_ simple."

Polaris grimaced. "_Please_ don't jinx it!" she pleaded. "Can't we just for _once…_"

She got no further, as Madelyn's communicator started to beep. "Pryor here." Her eyes went wide. "_What?_"

Iceman scowled. "_Knew_ it was too good to be true…"

As Madelyn finished the call, Phoenix glanced to her Aunt. "What's wrong?"

"Fury said there's trouble at Congress," Madelyn answered, her face pale. "You're not going to _believe_ this…"

XXXXXXXX

"Did Zod _have_ to do that?"

As they walked into the U.N. Building, Superman turned towards Power Girl's inquiry. "Do what?"

Power Girl's hands were on her hips. "You know what I mean! Did he absolutely _have_ to greet Councillor Wazzo that way?"

Superman chuckled. "Ali, he was just being charming, like he would with any dignitary…"

"Uh, _no_; being charming is a smile and a bow," Power Girl retorted. "He should have just charmed her, not "drowned her in syrup"!"

Superman sighed. "Well, maybe he did go a little overboard; he's spent over thirty _years_ in the Phantom Zone, with little to no contact with _anyone_, and this is the first time he's encountered anyone in a similar position and background as his, who also happens to be an attractive lady. Maybe he was a little…friendlier than usual," he whispered. "Is that a crime?"

Power Girl frowned. "He could have _timed_ it better, that's all," she said. "Remember, that's Tinya's _mother_, and Tinya's having a bit of a crisis, right now; she _doesn't_ need to see her Mom swooning over a guy more than five times her age!"

Overhearing them, Wonder Woman folded her arms crossly. "Child, I heartily agree; that man has about as much tact as Ares!"

Superman frowned. "Diana…"

"You can argue about this later," Batman said flatly. "Right now, we have more pressing concerns; if anybody's going to try anything, it'll have to be _now._"

By then, the Councillor, her fellow dignitairies, and the eight Lanterns had walked into the gathered General Assembly, while the Justice League held back. Seeing their approach, the Speaker tapped his gavel for silence. "If this special meeting will come to order, we require a motion to cede the normal order of business in favour of addressing our esteemed guests. Is there a motion?"

"Motion!"

"Seconded!"

The Speaker nodded. "In favour?"

As the vote was tallied, General Zod sighed. "Are these dolts making themselves targets by accident, or have they a death-wish?"

"Price of democracy, General," Green Lantern said.

By then, the "Ayes" had drowned out the handful of "Nays." "Motion carried! The Assembly recognizes Head Councillor Wazzo of the Galactic Confederacy!"

Taking a deep breath, Winema stepped forward. "Honoured delegates of Earth, I again thank you for allowing us to speak to you on this matter," she began. "As it has been eight months since our last visit – thus assuming that you have informed your respective governments of the benefits of Confederate membership – I would like to pose the question again: will you accept our invitation to join us?" She paused. "Is there a motion to vote on Earth's entry to the Confederacy?"

After glancing to Namor in the seat next to him, who nodded, the Atlantean representative stood up, quickly adjusting his rebreather. "Atlantis motions to vote!"

In the Wakandan seat, the Ambassador also stood up. "Wakanda seconds!"

"As does Attilan!" Karnak declared, rising to his feet.

The Speaker nodded. "Motion carried! All in favour?"

The votes began to tally. "So far, so good," Spider-Man said, gulping.

Aquaman nodded. "Maybe our luck's changing…"

He was cut off as their communicators started to beep, all at once. Green Arrow frowned. "You were saying?"

Hawkgirl paled. "Beacon is detecting a step-through resonance!" she cried. "A _big_ one!"

Glancing over Superman's shoulder, Zod's expression turned grave. "I know that kind of step-through signature!" he exclaimed. "That's a…"

"We have incoming!" Flash interrupted. "Whatever that thing is, it just launched something!"

"Can we track it?" Batman pressed. "Where's it heading?"

Skimming over the readout, J'onn's eyes went wide. "_Here…_"

The vote finished, an aide handed the results to the Speaker. "Motion for inclusion into the Confederacy is…"

He got no further, as a crimson laser-beam burned through the ceiling, as a spherical, mechanical device dropped through the hole its laser had just cut.

_A Kree Sentry._

Stopping in the middle of the Assembly Chamber, the Sentry's holo-imager flared to life, projecting a cruelly familiar face. "_People of Planet Earth!_" Ronan the Accuser boomed. "_You have threatened the Kree Empire with your harbouring of Kryptonian fugitives for the final time! Your illegal entry into the Galactic Confederacy will cease, and you will deliver the Kryptonians __**and**__ their technology to the Kree Empire immediately; fail to do so, and you will face our wrath!_" With that, the imager shut off, as the Sentry flew back out, up into space.

As the Assembly erupted into panicked chatter, the League was dead silent. "Did…did he say Kree?" Spider-Man stammered. "Weren't they…"

"Indeed," Zod muttered. "I gather that was Ronan, the Empire's current Supreme Public Accuser? The one you tussled with, last year?"

Superman nodded grimly. "That's him."

"But…h-he can't _do_ this!" Power Girl cried. "The Supreme Intelligence _cleared_ you, last year! They can't come after you!"

"Apparently not," Batman said. "Obviously, there's more going on here than we know."

"Obviously," Superman agreed. "We have to figure out what Ronan and the Kree's plan is…"

For the third time in as many minutes, their communicators beeped again. "Oh, _now_ what?" Spider-Man exclaimed.

Checking the message – from the X-Men and X-Force – Superman grimaced. '_Sweet merciful Rao, you have GOT to be kidding…_'

XXXXXXXX

_U.S. Congress, Washington, a few minutes earlier_

By the time the Blackbird had touched down outside the Congress Building, Cyclops could see what the alert from General Fury had been about.

There was a small spaceship, spherical and pod-shaped, just large enough to hold a handful of people, sitting on the steps leading to Congress…completely empty.

As they all emerged from the Blackbird, Madelyn grimaced. "Whatever this thing is, it hasn't destroyed anything yet," she murmured. "I don't know if that's a good or bad sign…"

Cyclops nodded. "Jean, K'imm, can you sense anything?"

Concentrating, Phoenix nodded. "Whoever came out of that ship is in Congress, right now!" she exclaimed. "But other than that, I can't tell anything…"

Grimacing, Miss Martian nodded her agreement. "Nor can I," she added. "All I can tell is that they're up to something."

His expression going feral, Wolverine popped out his claws. "Fine by me," he growled. "Let's go ask."

"Our collective curiosity notwithstanding," Beast interjected, "I somehow doubt that simply charging in against a potentially hostile, interstellar alien species is the best course of action."

"Agreed," Cyclops said. "Iceman, we'll need you, X-Force, and the instructors to establish a perimeter; the rest of us will move in and get the Senators out."

"Got it." With that, they split up, heading to their respective objectives throughout the Building.

As they made their way into Congress, absolutely no-one – human or otherwise – tried to stop them, which only added to Cyclops' unease. "Phoenix, anything else, yet?"

Quickly scanning the Building with her mind, Phoenix paled. "The Senate Chamber!"

That was all they needed; doubling their pace, they reached the Senatorial Chamber in seconds, bursting through the main doors…and finding the assembled Senate, all in their seats, with the entire security force on the floor, weapons drawn, taking aim at three green-skinned, long-eared humanoids, clad in dark violet bodysuits, with pronounced ridges on their chins.

Glancing towards them, the tallest alien smiled pleasantly. "Well, since _all_ of your security has arrived, will you _now_ realize we are no threat?"

Gathering his nerve, Senator Kelly rose from his seat. "Who…what the hell are you?"

The alien chuckled, lightly bowing. "I, sir, am called Kl'rt, Supreme Commander of the Skrull Imperial Navy, and acting representative of the Skrull Empire."

Hearing that, the X-Men went pale. "Skrull?" Avalanche murmured. "Weren't they one of the two races that had it in for Krypton?"

Nightcrawler gulped. "_Gott in Himmel…_vat are zhey doing here?"

"I hope you will forgive our intrusion," Kl'rt continued, "but we recently became aware of a dire situation facing your planet."

The Senate started to calm down. "We…appreciate your concern, Commander," Senator Martin said, "but what exactly could be so dire that you had to arrive as you did? Our global assembly was just preparing to vote on entry into the Galactic Confederacy…"

"We are aware of that, sir," Kl'rt replied, his expression grim. "I fear that doing so was what provoked the Kree Empire, our great enemy, who is orbiting your world as we speak; as I understand, just now, they have interrupted your assembly, and are demanding the surrender of your resident Kryptonians – which is quite a surprise in itself."

Phoenix felt her blood run cold. "S-Scott…"

Cyclops shared her horror. "Senators, you can't believe what he's…"

"Naturally, once we realized the Kree intended to attack, we came as soon as we could," Kl'rt said, "but I fear we were somewhat premature, for which we must apologize; had we known there were Kryptonian fortifications here, we would not have bothered you."

"Fortifications?" Senator Kelly demanded. "What are you talking about?"

Cyclops went pale. '_Oh, no…_'

Kl'rt blinked. "Why, Senators…you _were_ aware there was a Kryptonian outpost upon your planet's northern magnetic pole, were you not?"

Robert's face went red. "_What?_"

Kl'rt's expression turned sympathetic. "You _weren't_, were you?" he asked. "I suppose that explains the lack of any defensive weapons; this _does_ change things."

The entire Senate was in uproar at that, but Senator Martin kept his cool. "Tell us, Commander; what is it you want?"

Kl'rt smiled pleasantly. "Why, merely to offer an alliance between your world and the Skrull Empire," he said. "We have a great deal of experience dealing with the Kree; I am more than certain that a Skrull presence here would be more than sufficient to deter any Kree incursion."

Isaac's eyes narrowed. "And in exchange?"

Kl'rt's smile turned wry. "Something that I believe your government is most interested in," he answered. "In exchange, we ask that you allow us to occupy the polar outpost; Kryptonian science has long been of great interest to us. Naturally, we would be happy to share any information gleaned from it…"

Shadowcat flinched. "You…you _can't!_"

"That's enough!" Senator Kelly barked. "Your Kryptonian friends have already gotten us in this mess, not to mention already wrecking our treaty with Atlantis! As far as we're concerned, you don't have a leg to stand on, here!"

Kl'rt looked sympathetic. "I see that this is a difficult issue," he said. "Perhaps we might return in an hour, to finalize the agreement?"

Robert nodded. "That would be perfectly fine, Commander; we should have the paperwork ready, by then."

Kl'rt lightly bowed. "Excellent, Senator; you serve your people well." With that, he and his fellow Skrulls headed out. Quickly, the X-Men raced after them…only to find nothing.

The Skrulls were gone. "What the hell?" Scarlet Witch shouted. "How did they disappear like that?"

Cyclops' eyes were on the crowd on the street. "Shapeshifters," he muttered. "Superman told us; all Skrulls can shape-shift! They probably assumed human form after they walked out, and just merged with the crowd!"

"Beautiful," Gambit muttered. "No chance y'can pick 'em up, Jean?"

Focusing for a moment, Phoenix shook her head. "Nothing; they must be shielded, somehow…"

"What about the Kree?" Spyke asked. "Didn't Kl'rt say they were here, too?"

Cyclops nodded. "They must have attacked the U.N. Building, which means the League is dealing with them," he agreed. "Let's just hope they're having better luck…"

XXXXXXXX

_Earth orbit, a few minutes earlier_

After leaving the rest of the League planetside with the Lanterns to calm the panicked diplomats, Superman, General Zod, and J'onn, along with Councillor Wazzo, Empress Lilandra, Gladiator, and the Starjammers, had taken the Javelin-1 up into orbit, passing by the Watchtower…and hovering in front of the massive Kree battlecruiser looming above the Earth.

Glancing out the window, Zod scowled at the metallic monstrosity. "A _Fra-Kesh_-Class," he muttered. "So, the Kree still use those, do they?"

"Apparently so," Superman agreed.

"Well, that's a cold comfort," Zod scoffed. "They're crude, ugly, and slow; the first time we encountered them, even our slowest vessels could fly rings around it, and they're virtually unchanged since then."

"Terrific," Corsair said. "Now, if we only had a Kryptonian fleet backing us up…"

"Hopefully, we will not need one," Winema said. Promptly, she nodded to J'onn, who activated the Javelin's radio. "This is Head Councillor Winema Wazzo calling unmarked Kree Battlecruiser; under Article Twenty-Three of the Neutral Planets Treaty, I am requesting that my party and I be allowed to dock for an emergency meeting with the Supreme Intelligence and your immediate commanding officer! All members of my party are to be given diplomatic status, and thus be exempt from any standing extradition requests!"

There was a moment's pause before the answer came. "_Very well, Wazzo; request acknowledged,_" the Kree bridge-officer grumbled. "_Proceed to Docking Bay One._"

With that, a set of docking-lights flared to life on the cruiser, causing Gladiator to grimace. "Once more, Majestrix, duty demands that I must protest this decision; this could very well be a trap…"

"I agree, Kallark," Lilandra answered, "but to ignore this would be to invite disaster; we _must_ proceed."

Superman nodded. "Believe us, Captain; _none_ of us want to do this any more than you do." With that, they headed in.

In a matter of minutes, the Javelin had touched down within the docking-bay, allowing them all to disembark…with an entire platoon of Kree soldiers waiting for them; at first, Superman tensed, but when the soldiers made no move to attack, he calmed. "Looks like the Kree have _some_ respect for intergalactic law, after all."

"Perhaps," Zod allowed, "or perhaps it is fear of Captain Kallark and the two of us powered by yellow sunlight that stays their hand."

Gladiator nodded grimly. "Well, for whatever the reason, we should proceed before they change their minds." No-one argued that point, as they headed out of the docking-bay, the soldiers grudgingly allowing them to pass.

Before long, they reached the bridge, and were greeted by another Kree platoon, with Ronan standing in the center, alongside a holographic image of a green, disembodied head: the Supreme Intelligence. "You see, Supreme One?" Ronan shouted, pointing at Superman and Zod. "There _were_ more survivors, including the hated Zod! We should arrest them immediately…"

"_**Hold, Accuser,**_" the Intelligence said ponderously. "_**The Councillor declared ALL of her party immune; we will abide by the Treaty.**_"

Winema frowned. "It is good that you see reason, Supreme Intelligence, but I hope you will understand our confusion; by the Neutral Planets Treaty, your very _presence_ here is illegal!"

"_**You forget, Wazzo,**_" the Intelligence said. "_**Your own attempt to include Earth in your Confederacy has placed it outside of the Treaty; as such, it no longer applies.**_"

Winema grimaced, but recovered quickly. "Perhaps, but it _is_ covered under the Confederate Charter; before coming here, the vote was tallied! Earth is willing to enter the Confederacy, and we _will_ be petitioning for an intervention!"

"_**You have that right,**_" the Intelligence allowed, "_**but to do so, you must convene the Confederate Assembly, which will take time.**_"

Ronan sneered. "And we intend to deal with the Kryptonian threat, right _now!_"

"_What_ threat?" Superman shouted. "I thought we had _dealt_ with all this!"

"_**Your people's past transgressions againt the Empire, yes,**_" the Intelligence countered, "_**but not the future threat your continued existence poses the Kree Empire…one which has only grown, as Accuser Ronan has pointed out.**_"

Ronan nodded. "That threat, Supreme One, is greater than even _I_ thought!" he declared. "My sources indicated that the Kryptonian Kal-El had retrieved _another_ from the Ku'Raon System, and then found a fourth survivor…_and is none other than Zod, the Bane of Rol'Nor, Krypton's wretched War-Hammer!_"

At that remark, Zod just folded his arms, a wry smile on his face, as a dry chuckle escaped his lips, incensing Ronan further. "You _dare_ mock me, Kryptonian filth?"

Zod didn't even raise his voice. "_Hardly,_" he sneered. "I merely find it ironic that a species lacking the ability and will to even _try_ to update their technology in over 500 years somehow possesses the creativity to craft such vivid nicknames." His tone soured. "Do not play us for fools, Accuser; as I recall, the Battle of Rol'Nor began when that blunderer, Admiral Ronar, had the audacity to threaten one of our research posts. When he refused to see reason, my task-force acted; it surprised even me how swiftly he was captured…but then again, I believe it was _his_ family that foolishly beat themselves bloody against Sentrius over several millennia…and yours, as well, I believe?"

Seeing that Ronan looked ready to _pop_, Superman quickly interrupted. "Supreme One, what sources made you believe we were a threat to you?"

Calming, Ronan spoke up. "What sources, filth?" he spat. "Those who your kind wronged as sorely as us!"

It was only then that Superman noticed three figures hanging back in the shadows…and as they came into view, he quickly recognized two of them. Glaring at him as he and his sister stepped into view, their red-black-armoured, masked-helm-clad companion remaining utterly silent, D'Ken pointed at Superman and Zod. "It is as we told you, Supreme One; the Kryptonian threat still lives! Where there are four, there are likely _more!_"

Caly'See nodded. "Even worse, they were likely conspiring with Wazzo, all along! In exchange for their technology, the Confederacy annexes Earth, rendering it – and thus them – safe from their deserved punishment, and allowing them to use Earth's population as a breeding ground! The half-breed Blaire girl is proof of that!"

Winema refused to rise to the bait. "Supreme Intelligence, you don't _honestly_ believe such lies, do you?" she asked flatly. "Do you _realize_ how utterly _ridiculous_ that sounds?"

"You're wasting your breath, Councillor," Corsair muttered.

Hepzibah nodded. "In _their_ minds, that is the _truth._"

D'Ken's eyes were baleful as he glared at Zod. "I _told_ you when we last met, Zod: you would _pay_ for disgracing our father!"

Zod's only response was a puzzled expression and an arched eyebrow. "Have we met?"

"I believe so, General," Lilandra said. "Though I was not present when our father formally surrendered at your capital of Kryptonopolis, my brother and sister _were._"

That was enough to jog Zod's memory. "Ah, _now_ I remember!" he chuckled dryly. "D'Ken and Caly'See, the _elder_ children of Kral'Nor."

His tone gained a scornful edge. "A spoiled wench capable of little other than hiding behind her incompetant sire's cape, and a foolish brat with a penchant for running his mouth and _no_ muscle to back up his threats," he snapped. "Little has changed, I see."

D'Ken was _seething_ at that. "Oh, I think a great _deal_ has changed, Zod!" he roared. "_This_ time, you have no planet-wide shield to hide behind! _This_ time, you have no fleet, no World-Gate trickery, and no battlestation! You will surrender yourselves _and_ your technology, or we will _raze this planet to the GROUND!_"

Snarling, Corsair drew his laser-pistol by pure reflex. "You son of a..!"

_SSSHHHEEEEWW!_

A pulse of crimson force shot from the armoured figure's hand, knocking Corsair to the ground with ease. Instantly, Hepzibah, Ch'od, and Raza were at his side. "Captain, are you alright?" Hepzibah asked.

Corsair coughed. "Been better."

"_**Enough.**_"

The Intelligence's voice interrupted them all. "_**The points have been heard, and the decision is made,**_" it boomed. "_**Councillor, you and your party may return to Earth…but if the Kryptonians do not surrender within one hour, we will commence our assault. That is all.**_"

As Ronan, D'Ken, Caly'See, and their enforcer walked away, Superman and the others headed back towards the Javelin. "Well, that was interesting," Zod muttered.

"To say the least!" Winema exclaimed. "There must be something we can do; this _can't_ be legal!"

"I don't think the Kree really care at this point, Councillor," Superman said. "J'onn, did you get anything from any of them?"

The Martian Manhunter looked grim. "Not very much, I'm afraid," he replied. "All I could gather is that neither D'Ken nor Caly'See knew about Zod, initially; Ronan must have heard about him from someone else…"

Suddenly, Superman's communicator crackled to life. "_Superman, this is Cyclops; we have a problem!_"

Answering it, Superman's tone was grave. "That's putting it mildly, Slim," he answered. "We have both the Kree _and_ Lilandra's siblings up here!"

"_Well, then it really __**is**__ a party,_" Cyclops groaned, "_because we have the __**Skrulls**__ down __**here!**_"

Superman's eyes almost bugged out of his head. "_WHAT?_"

"_It's true; they've pretty much outed the location of the Fortress to the Senate, and promised to "protect" Earth in exchange for your tech! They'll be back in an hour to sign the paperwork!_"

Superman's eyes scrunched shut. "Stand by," he said. "We'll get back to you shortly."

As Superman ended the transmission, Dru frowned. "I believe we now have the _whole_ picture," he said. "There must be Skrull infiltrators on Earth; _they_ must have informed the Kree of my presence, likely to precipitate these exact events."

"But how?" Superman asked. "The Fortress would have detected their ships in orbit!"

"True, but Skrull landing-pods are easily mistaken for falling space-debris," Zod answered. "If the Skrull commander were smart, he need only hold position outside of the Fortress' sensor-range, and launch the pods from there."

"Makes sense," Corsair said, "but how do we prove it?"

"Why don't we answer that back on Earth?" Winema suggested. "I'm not sure I trust Ronan to abide by the Neutral Planets Treaty."

Nobody argued with her, as they started to head back to the Javelin…until Superman froze, realizing that their party was short two members. "Wait…where are Gladiator and Empress Lilandra?"

XXXXXXXX

"_Empress!_ Empress, please, _wait!_"

Ignoring Kallark's cries as he hurried after her, Lilandra stormed through the hallways of the Kree battlecruiser, leaving the others behind as she followed her quarry, finally catching up to them. "Brother, Sister, just what are you both up to?"

D'Ken had been leaning against the wall as she'd addressed him, while Caly'See had simply held her hand to her head, with both of them looking pale, their cohort – slave, most likely – standing to the side. Turning towards her, D'Ken sneered. "Look who it is, dear sister," he spat. "Mother's little rotten-egg."

Lilandra didn't rise to the insult. "Don't try to bait me, D'Ken; just what do you think you can accomplish by allying with the Kree?"

Caly'See chuckled darkly. "You're acting awfully bold, Baby Sister," she hissed. "You usually knew _better_ than to talk to us, that way, when you weren't cowering behind Mother."

Once, Caly'See's not-quite-threat would have intimidated a much younger Lilandra, but those days were _long_ gone. "Aren't _you_ the ones cowering behind the Kree?"

Caly'See's smirk faded to a scowl. "You _little…_"

"Empress?"

Kallark's call stifled Caly'See's fury, as Gladiator walked into view. "Majestrix, is everything alright?"

D'Ken chuckled. "Of course, Captain – just a little family discussion."

Gladiator's expression was wary. "Empress?"

Lilandra smiled gently. "I'm perfectly fine, Captain."

D'Ken scowled. "Fine, indeed…and conspiring to protect the last of the race that shamed us all, including the very one that disgraced our father!"

Lilandra glared at him. "Zod was a soldier, D'Ken; he defended his world, while our father was trying to _enslave_ it. He did his duty."

"You actually _defend_ him?" Caly'See screeched. "Do you know what that filth _did_ to our father's fleet? We were _there_, Lilandra! The two of us, and Mother, were there _with_ him! We _saw_ the horrors Zod unleashed on us, and where were _you?_ Cowering in that school Mother sent you to! Zod _broke_ our father, that day! He was broken when he surrendered at Kryptonopolis!"

D'Ken nodded. "Father might have been alive that day, but everything in him was already dead, including his dream of a Greater Shi'ar Empire!" he shouted. "Before that battle, Sister, he shared that dream with us – his glorious vision of an Empire that spanned the cosmos, greater than even the Kree and Skrulls…"

""Glorious," D'Ken?" Lilandra repeated scornfully. "World after world of suffering innocents, all but slaves, while our father and his elite few reap the benefits? You call _that_ glorious? Because _that_ was what his warmongering brought the Empire to! His war-effort had our economy on the brink of collapse, with more than _half_ of the Empire contemplating open revolt! It's been over thirty years since he was deposed, and the Republic is just _barely_ coming out of the depression he threw us into! He would have enslaved the entire _universe_, Krypton included! They _knew_ that! They _knew_ he had to be stopped!" Her eyes narrowed. "Why will you both not _see_ it? Our father was a _monster!_"

"_Be SILENT!_" D'Ken exploded. "How _DARE_ you, you miserable brat! How _DARE_ you mock our father, and conspire to protect those who shamed him! You're the _worst_ kind of traitor, Lilandra! We will…we will…" His tirade trailed off, as his eyes scrunched shut, his hands flying to his head, as he nearly doubled over.

Lilandra's eyes went wide. "Kallark, your med-scanner!" At once, Gladiator handed the portable scanner to her, as Lilandra passed its scan-wave over her brother. Checking the readout, she stifled a gasp, before scanning her sister…and got the same result. "D'Ken…Caly'See…you…you both have Siege Sickness!" she cried. "_How?_ How is this possible?"

Caly'See fixed her with a glare mixed with a wince, holding her hand to her temple. "Ask your pet Kryptonian!" she spat. "_He_ did this to us!"

Recovering from his attack, D'Ken stood up. "Take a good look, Sister," he snarled, "because this is what the murderer Zod did to our father's fleet! Father had already given up – already sounded the retreat – but Zod wouldn't _let_ him withdraw with honour! Somehow, he kept his ships trapped there, and then…"

"Empress?"

Superman's voice from down the hall silenced D'Ken. Turning to go, he looked over his shoulder. "Know this, Sister: once Earth is crushed, with Krypton's secrets in our hands, and its survivors at our feet, we will _come_ for you." With that, he and Caly'See walked away.

Seconds later, the others had caught up to her. "Empress, is everything alright?" Superman asked.

Slowly, Lilandra nodded. "I'm…I'm fine."

"Good," General Zod said, "because now we face the somewhat larger challenge of gathering the needed proof of Skrull involvement, before these Earth dolts sign their planet away."

Superman nodded. "If they've been disguising their landings as shooting stars,the Fortress should be able to trace their paths back to their ship; that should have the proof we need, so it'll just be a matter of sneaking aboard and finding it."

"Perhaps," Hepzibah pointed out, "but the Kree will not simply wait around…"

"True, but even a Kree cruiser will hesitate against a couple of Lanterns," Winema said, "and we have _nine._"

"That should buy us time on that front," J'onn said, "but there is still the matter of persuading the Senate that their course of action is wrong."

Zod chuckled. "Leave that to me," he replied. "I've dealt with the Council of Twelve in the past, so calming a few jittery politicians will be child's play; I can keep them occupied long enough for you to get proof." His expression hardened. "I intend to make sure that we are completely and indisputably _right_ when we plasma-blast these primitives out of orbit."

His words – combined with the sheer cold ferocity behind them – sent shivers down Lilandra's spine.

Superman's expression mirrored Lilandra's. "General…you're talking about…"

"You don't _honestly_ expect either the Kree or the Skrulls to simply _leave_ once their treachery is exposed, do you, Cadet?" Zod asked flatly. "Make no mistake, godson – once they show their true colours, we will be at _war_ with them. The only way we can possibly avoid full-scale bloodshed is to use our technological superiority to make it clear that they stand _no_ chance."

Sensing the tension mounting, J'onn spoke up. "Perhaps we should discuss this _after_ we find the needed evidence." That was enough to settle things, prompting them to head back to the Javelin…

…but as they walked, Lilandra couldn't dispell the growing dread she felt regarding the General…

XXXXXXXX

_U.S. Congress_

"My fellow Senators, as we can all see by now, we have a severe crisis on our hands! There is only one option left to us, now; I move that the Atlantis Polar Treaty be rescinded immediately, in favour of the treaty with the Skrulls…"

Senator Kelly's words filled the air as Captain America and Madelyn escorted Namor and Aquaman into the Senate Chamber. "Wow, Cap, you weren't kidding," Aquaman murmured.

Cap nodded grimly. "I'm starting to wonder if _he's_ a Skrull infiltrator."

"We are not so fortunate, Captain," Namor muttered. "I have had the misfortune of dealing with the man on several occasions; sad to say, this is more of the same." Out loud, he said, "You speak of rescinding treaties, Senator? Without notifying Atlantis?" His eyes narrowed. "Were I a less rational King, I would see that as an act of _war._"

"You aren't in any position to lecture, King Namor!" Robert shouted. "All this time, you were hiding the Kryptonian's outpost from us, right under our _noses!_ Why, Namor? So you could have him launch his Nova Javelins at us at your order?"

"Robert, calm down!" Senator Martin admonished. "King Namor, I hope you can see how this must look to us, discovering that one of our allies was concealing such an advanced installation; we are all rather surprised…"

"Believe me, Senator, _no-one_ was more surprised than _I_ was to hear of such an outpost upon Atlantean territory!" Namor answered. "My first reaction was to think that all of _you_ had put it there; I was fortunate that the Fantastic Four helped me see reason long enough to get an explanation from the outpost's true master. From what I gathered, Superman had constructed it several years _prior_ to any treaty either of us agreed to."

"That doesn't change anything!" another Senator cried. "Because of him, these "Kree" mean to attack us!"

"Then give him and the League a chance to _stop_ them!" Madelyn cried. "They've dealt with these kinds of threats before, Senators! They can stop the Kree, without any help from the Skrulls!"

Aquaman nodded. "On that subject, Senators, doesn't it seem _strange_ that the Skrulls just pop up _minutes_ after the Kree?" he asked. "They're setting you guys _up!_ They _knew_ you'd get all panicky once the Kree arrived! You can't trust them!"

"And we're supposed to trust _you?_ The Kryptonian's co-conspirators?" Robert snapped. "It's because your _friend_ refuses to give us the technology to defend ourselves that we're _in_ this mess! For all we know, he could have kept it a secret so it would be easier for _him_ to conquer Earth!"

"He kept it a secret, you primitive _dolt_, because it was _none_ of your _business._"

That coldly commanding voice choked off Senator Kelly's tirade, causing Madelyn to turn in time to see General Zod walk in. "The Kree have not been here even an hour, and you are ready to surrender?" he sneered. "Typical politicians; a constant, no matter the planet."

Senator Kelly flushed angrily, allowing Senator Martin to jump in. "Krypton's General Zod, we presume?" Zod nodded. "Well, General, I hope you can understand how upsetting this must be for us, learning that such an advanced military installation was constructed on Earth without anyone realizing…"

"I am afraid you have allowed your colleague's hysteria to cloud the issue, Senator," Zod answered. "The outpost you speak of is not a military installation, but a scientific stronghold that my dear late friend constructed for his young son, my godchild, to assemble and use. Its fortifications and defenses were designed to protect him from those on this planet that would use his abilities and knowledge for their own gain," he fixed Senator Kelly with a frigid eye, "much like some of you are trying to do, now."

Senator Kelly flinched. "We are not interested in your excuses, General! It was your and Superman's dishonesty that landed us in this situation in the first place!" he snapped. "This is _our_ planet, and it's high time you _realized_ that! Since you _caused_ this problem, I think it only fair that you supply the technology to get us _out_ of it!"

Zod simply stared at him for a moment, before turning to Namor. "Tell me, King of Atlantis: do _all_ humans have such a pathetically _bloated_ sense of entitlement, or is it just that one?"

Namor snorted dryly. "Honestly?" he asked. "I could not say; our interactions with the surface-dwellers have been limited to this country's administration…but I sincerely doubt any other would be more reasonable."

Robert's face flushed beet-red. "Then you leave us no choice other than to accept the Skrulls' aid!" he shouted. "We will have no objections to them occupying the polar site, especially since Atlantis has violated our treaty by allowing a military installation to be built there!"

Namor's eyes narrowed. "I would counsel _against_ that, Senator," he said coldly. "Make no mistake, I have had – and still have – my own reservations about Superman's continued presence upon our territory, but he has never _actively_ attempted to deceive us, nor has he threatened my people…unlike some _others_ I could mention. As far as Atlantis is concerned, Superman and his fellows are not invaders, but honoured _guests_ upon our soil, and in comparison to yourselves, they are _above reproach._" He folded his arms. "Any attempt to seize them or their property will be considered an act of aggression against Atlantis…and shall be dealt with accordingly."

Zod chuckled. "We appreciate the gesture, Majesty, but you need not concern yourselves with such a trivial matter; we are more than capable of dealing with the Skrulls." Turning back to Robert, his expression hardened. "To answer your earlier threat, Senator, we will _not_ allow our property to be seized, by Skrulls, Kree, or any other!"

Robert glared back. "To be perfectly frank, General, I don't think you have any other _choice!_"

"Oh, _really?_" Zod laughed. "The next time you see your Skrull friends, _ask_ them what happened the _first_ time his race and mine crossed swords; once he controls his incontinence, he should have an interesting tale!" His smile turning dark, Zod waved his hand, amending his statement. "Better yet, I'll ask him _myself_; I'm sure whatever pack of lies he'll spin should prove entertaining!"

Robert could only sputter angrily. "In that case, this meeting is adjourned for a half-hour, to be resumed once the Skrulls return!" With that, the Senate gradually poured out of the chamber.

Aquaman blinked. "Okay…as fun as making Kelly look stupid is, are you _sure_ making him mad was a good idea?"

"I agree," Madelyn said. "All you've done, General, is drive them into the Skrulls' hands!"

"If you think that fool's mind was not made up at the outset, Agent Pryor, then I marvel at your naivete," Zod admonished. "Loathsome as that little worm was, he is not the enemy here; the Skrulls are."

"Then enlighten us," Namor said flatly. "How is antagonizing the surface-dwellers into their hands of any help?"

"You have not fought the Skrulls before, King of Atlantis; I _have,_" Zod answered. "Their combat tactics – if not their entire way of life – revolves around subterfuge and deception; their shape-shifting biology is proof enough of that. To defeat them, every trick, every deceit must be _exposed_, every feint seen through; once their _true_ objective is clear, it is child's-play to go along with their game, reacting as they expect, until at the very last moment, once their hands draw their hidden guns, you _sever_ their arms."

Captain America could only nod. "So what exactly is your plan?"

"We _know_ what their true objective is, or at least enough of it," Zod said, "and more importantly, they do not know that we know; so long as we keep their attention focused _here_, on the Senate, they will never think to watch their backs…giving my godchild and the others the chance they need to gather the proof needed to _expose_ them."

"Okay," Aquaman said, "but what about the Kree?"

Zod chuckled. "We need only keep them occupied in orbit for another half-hour," he said. "I'm sure that the Lanterns can handle one Kree battlecruiser…"

XXXXXXXX

_Earth orbit_

High above the Earth, the lone Kree battlecruiser loomed, gradually inching closer to the helpless planet, its navigators constantly correcting the ship's path…before quickly changing it, pulling the vessel away as nine emerald auras rose out of Earth's atmosphere, blocking its path.

As the nine Green Lanterns came to a stop in front of the cruiser, Lantern Stewart quickly hailed the massive craft. "Kree cruiser, you are in violation of the Neutral Planets Treaty; withdraw immediately, or we will be forced to fire upon you."

Hovering next to him, Hal Jordan chuckled grimly. "He's not gonna go for it, John."

The Kree XO's response quickly confirmed it. "_You Lanterns have no authority, in this matter! Withdraw or be destroyed!_"

John's eyes narrowed. "In case you haven't noticed, buster, there's _nine_ of us, and just _one_ of you."

"_We have reinforcements on the way, Lantern! You'll not intimidate us out of our rightful vengeance!_"

As the vessel resumed its course, Hal groaned. "Great. Ronan left a fanatic in charge."

"So much for bluffing," John agreed. The nine of them had hoped that just standing in the ship's way would be enough to deter them…but apparently, it wasn't. "Any ideas?"

"Nothing that wouldn't start a shooting-war."

Grimacing, John switched on his communicator. "Justice League, this is Green Lantern; our guests are getting antsy, and it turns out we're not so good at hosting – they're getting ready to walk. If anybody's got any party-tricks, now's the time to share…"

Suddenly, General Zod's voice came in over the transmission. "_Lantern Stewart, does the cruiser have a glass-metal sphere on its nose-cone?_"

Glancing towards the cruiser, his ring-aura condensing into night-vision specs over his face, John nodded. "Yeah, it's got one."

"_Fire and detonate an energy-flare directly in front of it; it has to be within 2 milliclicks of the sphere, or it won't work!_"

"What are you talking about, General?" Hal asked. "_What_ won't…"

"_There's no time, you fool! Just DO it!_"

Sighing, John took aim. '_Here goes nothing…_' Forming an energy-globe, he launched it at the cruiser, detonating it practically right on top of the sphere.

Almost instantly, the sphere lit up, as three powerful, nose-mounted thrusters ignited, forcing the cruiser back, while its main thrusters cut out, ruining the ship's trajectory.

As the cruiser stumbled back, Hal was dumbstruck. "How in the _hell_…"

Zod's laughter answered him. "_Simple fact, Lantern! All Fra-Kesh-Class vessels have a built-in emergency sensor on the nose to detect when the ship is too close to another ship's thruster-exhaust!_" he crowed. "_Your rings' power signatures are just similar enough to engine-exhaust to fool them! The Kree dolts never thought to disable the failsafe!_"

As a smile crossed his face, John started to laugh. "Always _wondered_ what that thing was…"

"Lantern Stewart, Lantern Hol! We have _incoming!_"

Seconds after one of the other Lanterns' cry, John and Hal's communicators started to beep, detecting a step-through resonance…as another Kree cruiser winked into existence.

Then another.

Then _another._

And _another._

In a matter of seconds, _twelve_ Kree cruisers were hovering in front of them, heading for Earth. Before any of the Lanterns could react, six more step-throughs resonated, as six Shi'ar _Raptor_-Class Battlecruisers followed them

Hal could only sigh. "Well, when it rains, it _pours._"

John could only nod in grim agreement, as he and his fellow Lanterns spread out; they _had_ to keep these cruisers busy, give Superman and the others more time. Otherwise…

There _was_ no otherwise.

XXXXXXXX

_North Pole airspace_

The sky above the Fortress of Solitude was immaculately silent as the _Argo_ slipped out through the outpost's shields, wisping into empty air as its cloak activated, before flitting up out of Earth's atmosphere.

Aboard the Speeder, Superman quickly began priming the Trans-Warp Drive, prepping for a possible jump to light-speed. To his right, Batman was also hard at work, handling a download from the Bat-Wave, while Android, Phantom, K'imm, and Green Arrow could only watch. Checking the status of the download, Batman nodded to himself. "The Fortress is sending its telemetry data to Beacon; we should be receiving it any minute. I've instructed the Bat-Wave to upload it to the _Argo's_ HUD…"

The instant he said that, a holographic image of Earth popped up on the HUD, as numerous red trace-lines painted themselves onto it, starting in the black of space, and finishing on Earth. Most of them originated randomly…but about a half-dozen seemed to come from the same direction. "There's definitely a commonality with these six," Superman observed, shifting the focus of the image. "If we can just…_there!_"

As the focus of the hologram shifted, it highlighted a section of space just beyond the solar system…where the trajectories of all six impacts in question intersected perfectly.

"I'm betting _that's_ where the Skrulls are holed up," Green Arrow said.

"Just beyond the Fortress' sensors," Superman agreed. "Even a light-minute closer, and it would have detected them."

Miss Martian looked grave. "Okay, then; let's assume they _are_ there," she said. "Now what?"

"We can't make that assumption yet," Batman corrected. "We have to see them up-close."

Activating his communicator, Superman quickly spoke into it. "General, how are things on your end?"

"_About as well as expected, Cadet; the American Senate is determined to claim our technology, and the Kree have brought reinforcements._"

Checking the _Argo's_ sensors, Superman grimaced. "I can see them; twelve _Fra-Kesh_, and six _Raptors,_" he observed. "Will the Lanterns need any help?"

"_I do not believe so, boy; the Fra-Kesh has an exploitable weakness. The Lanterns should be able to hold them back long enough for you all to complete your mission…provided you have prepped the Fortress' defences._"

Superman grimaced. "The…the _StarLances_ are standing by," he whispered, "but if we can avoid using them…"

"_We will not be able to, Kal._" Dru's voice had lost its edge. "_The only thing our enemies understand is force; there will be no other way._"

Superman's eyes scrunched shut. "We'll contact you once we've made our return."

"_Understood. Zod out._"

Batman's eyes narrowed. "Do you intend to actually use those Plasma-Cannons?"

Superman met his stare. "I…I can use our electronic defences first…"

"_Do_ you?"

Superman's thoughts raced. "Worst case scenario, I can aim for secondary systems, ones that aren't fully crewed…"

"But you can't avoid casualties."

Superman took a deep breath. "Give me a better alternative, _please._"

Batman was silent.

Finishing the Drive's preparations, Superman readied the engines. "Time for a little road-trip," he said. "Everyone, hang on!" With that, he activated the Drive; outside, the _Argo's_ cloak flickered for a moment, as the Speeder streaked away at trans-light speeds.

After several minutes, the _Argo_ dropped out of Trans-Warp, its cloak reasserting itself as the ship came to a stop. Quickly checking the Speeder's location, Superman did a sensor-sweep of the nearby space. "Okay; if the Skrulls are here, we should be able to detect them…"

"Uh…Clark?" Phantom murmured. "I don't think you need to bother with that." Glancing up, Superman followed the direction of Phantom's pointing finger through the Speeder's HUD…to the massive, bulbous battlecruiser, strongly resembling the Kree vessel, hovering in front of them.

Batman never blinked. "The Skrulls, I presume?"

"That's them," Superman confirmed, poring over the sensor readout. "I don't think they've detected us; it looks like the cloak held, even through Trans-Warp."

"Well, that's a relief," Green Arrow said. "So, what next? You 'port us over?"

"Not without setting off every alarm in the cruiser," Superman answered, bringing up a schematic of the Skrull vessel. ""Not even the cloak can cover up a teleporter beam; somebody's going to have to go outside, gain access manually, and shut off the sensor grid in one sector, so the rest of us can 'port into it." Expanding a cross-section of the cruiser's hull, he gestured to a console located within a corridor. "This is the relay for the sensor-net in this sector of the ship," he continued, highlighting a section on the outer hull. "It's located right next to this airlock here; I should be able to 'port outside the _Argo_ without being detected, and get in without anyone…"

"_I will do it._"

Android's voice interrupted him. "_You may need to operate the Argo in case anything goes wrong,_" he said. "_Furthermore, I possess no life-signs; it is less likely that the Skrulls will detect me._"

Phantom looked stricken. "Mark, are you sure…"

Android's tone was still flat. "_I will be successful, Tinya. I am a machine, and thus require no oxygen; aside from Clark, I am best suited for extravehicular manoevres._"

Superman nodded grimly. "Okay, Mark; notify us as soon as the sensor net is down. Good luck." With that, the teleporter wave swept over him, taking him away.

Emerging into the void of space, the sun a distant golden dot on an inky horizon, Android aimlessly floated away from the cloaked _Argo_, before morphing his arms into force-cannons, aiming away from the Skrull cruiser and firing; after several shots, he'd gained enough momentum to send him floating towards the cruiser. Approaching the green-black hull, Android morphed his arms into whips, snapping them out and grabbing hold of the hull, to pull himself towards it, touching down securely. With his feet on solid metal, Android assumed liquid-state, flowing along the hull straight for the outer airlock's hatch, melding with its outer controls and activating them, opening the hatch, before flowing in, as the hatch sealed behind him.

Inside the cruiser, a pair of Skrull crewmen were walking by as the airlock began to repressurize; alarmed, they both drew their weapons, aiming at the inner hatch. Once the chamber was pressurized, one opened the door, while the other took aim…and found nothing. "_What the…there's nobody in here!_" he muttered, in fluent Skrull-dar.

His comrade rolled his eyes. "_That's the second airlock malfunction, this month; my pal R'lk nearly chewed hard vacuum, the first time!_" he exclaimed. "_What's the Commander thinking, using an outdated piece of junk like this?_"

"_He's thinking that it gives off less of a power-signature, that's what!_" the first admonished. "_You know as well as I do how big a glow the newer ships give off! If he'd taken one of them, that damn Kryptonian's outpost would have picked us up the __**second**__ we emerged from step-through!_"

The second grumbled. "_Yeah, yeah, I know._" Switching on his communicator, he hailed the bridge. "_Sector Fourteen to Bridge; we've got another airlock malfunction. Better get Engineering on it. Nothing more to report._"

"_Understood, Fourteen. Continue with patrol._" Grumbling, the two Skrull patrolmen continued on…oblivious to the pool of silver fluid that crept out of a crevice in the airlock, flowing along the floor, gliding right up to merge with the nearby computer terminal.

Easily interfacing with the Skrull system, Android quickly located the cruiser's sensor net, before he isolated this particular sector, and rerouted the data-stream into a continuous loop, effectively blinding it. "_Android to Argo; the way is clear._"

As Android disengaged from the console, reconstituting himself, the Speeder's teleporter beam shone through the hull, depositing the others in the corridor. "Good work, Mark! I don't think they detected us!" Superman said. "The cruiser's main data-core is a few meters down this hallway; the evidence we need should be in there."

"Agreed," Batman added. "Phantom, can you keep us all cloaked until we reach it?" Phantom nodded. "Good." To Superman, he added, "In the event we are discovered, how do we stop a Skrull?"

"Well, aside from their shapeshifting ability and their appearance, Skrulls aren't that different from humans," Superman said. "They have roughly the same physical abilities and weaknesses, so what would knock out a human should work on a Skrull; the trick is that they tend to shapeshift into much larger, stronger creatures when cornered…"

"…so we need to take them by surprise," Batman finished. "I think we can manage."

"Good," Green Arrow muttered, "because I'd like to get off this thing sooner, rather than later; this is _way_ too similar to a late-night sci-fi movie, and we all know how _those_ end." With that, the small group headed down the corridor.

Thankfully, the six of them found no Skrull patrolmen in their way as they headed to the data-core, making Phantom's invisibility-field unnecessary. Within minutes, they had reached the large, open chamber, with the massive, column-like computer terminal looming ahead of them. Darting towards it, Superman quickly docked his belt-computer with it, scanning through the assorted files. "Okay, we should be looking for communication logs; they'll be most likely have what we need," he mused, speed-reading the Skrull-dar glyphs.

"Check for the most recent entries; if the Skrulls did alert the Kree to Zod's existence, then it will be a fairly new entry," Batman said, before glancing to the others. "Keep an eye out for any Skrull personnel – if even one sounds an alarm, we're in trouble."

As the other four headed to the door, Phantom raised her invisibility field, cloaking all of them. "This is _not_ how I planned to spend my day."

"_It is not an ideal day for anyone, Tinya._"

Android's monotone remark fraying her last nerve, Phantom spun towards him. "Okay, what is _wrong_ with you?" she demanded. "You've been like this all day! What is your problem, Mark?"

Android didn't even raise his voice. "_You already know my defect, Tinya; you told Alison, this morning._"

Phantom went as pale as her namesake. "You…you _heard?_"

"_I was en route to the Danger Room when I came upon your conversation,_" Android droned. "_Afterwards, I was tempted to delete it from my memory banks, but that would have served no purpose; my issue is a hardware defect, and thus cannot be readily corrected. Your suggested course of action was the best one._"

Phantom sniffled. "M-Mark…"

"_You need not worry; this will not affect our working relationship,_" Android continued, his expression flat. "_I have been designated as "defective" before; I will adjust._"

Tinya felt lower than pond sludge at that, but before she could reply, Miss Martian spoke up. "Guys, we have incoming! I'm sensing four Skrulls on their way here!"

Green Arrow grimaced. "Haven't you found anything, yet?"

"Almost!" Superman answered. "The Skrulls have definitely been in contact with someone on Earth, but we still need a direct link between them and the Kree…"

At that very moment, four Skrull patrolmen rounded the corner, starting to head towards the data-core. Green Arrow drew his longbow, nocking an arrow. "They're almost on us!" he whispered, taking aim as the Skrulls drew closer…

At the very last second, just as one Skrull was about to step through Phantom's invisibility field, exposing them all, Green Arrow let his bowstring fly, launching his net arrow at the lead Skrull; the projectile expanded instantly, pinning the Skrull to the side of the wall. The other three recoiled in horror, but as another suddenly started screaming, passing out from an unseen psychic assault, the remaining two came to their senses, and ran off; instantly, Batman darted after them, while Android assumed battle-mode, felling one of them with his force-cannons.

Closing on the last Skrull in seconds, Batman was in mid-leap when the Skrull turned, snarling as he started to morph into a taller, bulkier, webbed-winged version of himself, but Batman was ready; throwing the ceramic capsule he'd drawn before his leap, the Dark Knight enveloped the Skrull in a cloud of noxious haze. Coughing, the Skrull resumed his natural state, looking around, trying to see through the fog…when two iron-hard arms snapped around his neck, cutting off his air; for a few long seconds, the Skrull thrashed, starting to swell into another form, but Batman held tight…until the Skrull sagged, falling unconscious.

"_Got it!_"

Superman's exclamation came not a moment too soon, drawing the others back into the room. "I downloaded the last few orders to and from this ship," he said. "The very last one is encrypted using a newer Skrull algorithm, so it's taking a little longer to crack, but we _definitely_ have proof of Skrull involvement, now! This Commander Kl'rt has been in contact with the Skrull Empress herself; they _planned_ this whole thing, alright!"

"Wonderful," Green Arrow muttered. "Can we get out of here, now?"

The second he said that, shouts in Skrull-dar echoed from down the hallway…right before an alarm klaxon started to blare. "It seems we _have_ overstayed our welcome," Batman said. "Kent?" Superman promptly nodded, as he retrieved his belt-computer, signalling the _Argo_; as Skrull soldiers started to pour into the data-core, the Speeder's teleporter-wave swept over the six of them, taking them away.

Rematerializing in the _Argo's_ cockpit, the six of them quickly took their seats, while Superman piloted the Speeder away, dropping the cloak as he readied the Trans-Warp Drive – no sense in using it now that their cover was blown. The ship's HUD showed the cruiser starting to turn towards them, readying its weapons as the vessel hailed them. "_Surrender immediately, Kryptonian filth, or be destroyed!_"

Superman chuckled. "Yeah, about that," he replied. "We only have one word."

"_Oh? And what is that?_"

Superman grinned as he entered the last calculation. "_Bye._"

With that last word, the _Argo's_ pylons flared to life, sending it streaking away at trans-light speeds, back towards Earth, to warn its inhabitants before it was too late…

XXXXXXXX

_Earth orbit_

By the time the alloted hour had passed, D'Ken, Lilandra, and their enforcer were on their way down to Earth in a Kree shuttle, along with Ronan; the view of the blue planet was admittedly beautiful, D'Ken supposed, but he never bothered with such things.

His mind was on things of _much_ greater beauty…like revenge, at long last…

"Are you looking forward to this as much as I, Brother?"

Turning, D'Ken managed a faint smile at his sister's inquiry. "If not _more_, Sister; if not more."

Caly'See chuckled. "Yes, I suppose you would, after our first face-to-face meeting with Zod."

The mention of that meeting sent waves of memory searing across D'Ken's thoughts, just as agonizing as the constant pain of the Kryptonian weapon that had nearly shattered his mind…

XXXXXXXX

_Krypton, Kryptonopolis, Earth date March 30, 1977_

_The hallway leading to the Greeting Hall of Kryptonopolis' Council Building was the same immaculate white of the rest of Kryptonopolis, an 8-year-old D'Ken thought with a scowl, clad in the white-violet robes of an Avian Crown Prince, his hair-crest encircled by a gold ring. To his right was his father, the Emperor Kral'Nor, in his deeper indigo robe, his hair-crest, once black like his son's, was now dulled grey after six years of failed siege._

_In those six years, his father seemed to have aged sixty, if his expression and pace were any indication._

_To his father's right was the Empress, his mother, Rin'andra; once a renowned beauty, like her husband, she had been aged by the siege, and especially battered by their disastrous final assault, her face coloured by bruises…though D'Ken found it odd that his father had none on his face._

_And to his mother's right was Caly'See, in her usual light magenta robe, complementing her bright violet hair…and the tufts of feathers starting to erupt from her shoulders. Spotting the emotionless stares of the azure-crystal-armoured Kryptonians – Sapphire Guards, D'Ken thought they were called – lining the walls of the corridor, Caly'See shrunk into her mother's side. His face twisting into a scowl, D'Ken glared back at the Sapphire Guards, daring them to insult him, but the Guards' discipline never wavered._

_Finally, the Shi'ar royal procession, along with its four Imperial Guards, reached the Greeting Hall, where Jor-El, in his Councilman attire – black bodysuit and silver overcoat-style robe, the accursed Broken Eternity emblazoned on his chest in silver – and General Zod, in full uniform, waited for them._

_Jor-El, the insufferable moralist, whose pleas for reason had all but deafened the Empire, and Dru-Zod, Krypton's loathsome War-Hammer, who had smashed his father's glorious fleet, D'Ken recalled with a scowl. It was because of __**them**__ his father was so disgraced._

_They would __**pay**__ for it. Somehow, D'Ken would make them __**pay.**_

_Seeing them approach, Jor-El's expression turned grim. "Emperor, have you reconsidered?"_

"_I have," Kral'Nor said, his voice a wheezing echo of the triumphant shout that had declared war against Krypton. "The Shi'ar Empire…requests terms for peace."_

_Zod smirked. "Surrender, you mean."_

_D'Ken's fists clenched._

_Jor-El fixed his comrade with an exasperated look, before turning back to Kral'Nor. "Our terms for peace are very simple, Emperor; in exchange for cessation of hostilities, the Shi'ar Empire will withdraw from the Xerius Galaxy immediately, dismantle any and all warship-construction and weapons-production facilities constructed on the route your fleet took on its way here, and submit to yearly inspection of military strength by the Green Lantern Corps over a period of ten years." His eyes narrowed, as his tone turned warning. "Fail to do so, and we will use Sentrius to remove them ourselves."_

_Kral'Nor scowled. "You would cripple us, and leave us vulnerable to outside attack…"_

"_Don't bother playing the victim, Kral'Nor; we aren't leaving you destitute," Zod snapped. "We could have demanded the dismantling of your entire military, and we would have been well within our rights to do so after the past six years. I suggest you be grateful we aren't tearing __**all**__ your talons off."_

_D'Ken's anger boiled into outright rage. "Kryptonian SCUM!" he exploded. "How DARE you speak to my father that way! How DARE you interfere with our destiny!"_

_At that, Zod slowly looked down towards him, his expression a mixture of surprise and annoyance. D'Ken's mother, on the other hand, was pale with horror. "D-D'Ken, b-be quiet..!"_

_But D'Ken would not be silenced. "Our Empire is the greatest in the known cosmos! It is OUR destiny to rule over all others!"_

_Slowly, Zod took one step towards him, then another, and another…_

_D'Ken didn't notice him move, not even when the Kryptonian General was towering over him, confident he would not __**dare**__ strike a Crown Prince. "Your kind will PAY for interfering, scum! I will make you…"_

_**CRACK!**_

_Zod's fist moved like dark lightning to D'Ken's eyes as the General savagely backhanded him with enough force to send him flying across the room, well past his horrified father. His mother gasped, while Caly'See screamed, burying her face in her mother's robe. D'Ken landed hard, skidding to a stop, as blood leaked from his mouth and nose, before he spat out a tooth._

_Fixing D'Ken with one last glare of contempt and disgust, Zod turned back to Kral'Nor. "Keep your brat in his __**place**__, Kral'Nor, or I will do it __**for**__ you."_

_Jor-El frowned. "Dru, that was __**not**__ necessary!" he barked. "He's only a boy!"_

"_He's old enough to hate, Jor, which means he's old enough to kill!" Dru shot back. "If he actually means to inherit what's left of his father's empire, he'd better learn some humility, as well as how to respect his betters."_

_Kral'Nor was seething. "You insult us so?" he snapped._

"_Your son insulted __**us**__ so," Zod growled. "I think an apology is in order." Kral'Nor bristled, his fists clenching, and for a moment, D'Ken thought his father would refuse the terms, and resume the assault on Krypton…_

…_until Zod skewered him with a glare, and he seemed to deflate. "D'Ken," he whispered, "apologize to the General."_

_D'Ken went pale. "F-Father?"_

"_OBEY me, boy!" Kral'Nor roared. Slowly, D'Ken got back up to his feet, as angry tears leaked from his eyes; bruised, bleeding, and utterly humiliated, he bowed low, his voice breaking as he spoke._

"_I…I…I b-beg…I b-beg f-forgiveness…G-General Z-Zod."_

_Folding his arms, Zod nodded with a neutral frown. "Apology accepted." Gesturing to the table behind him, upon which rested the declaration of surrender, he added, "Now, let us be done with this, shall we?"_

_As his father walked towards the table, D'Ken glanced up at Zod, an expression of utter hate on his face. Zod simply met his glower with a neutral stare, before a mocking smirk crossed his face, daring him to just __**try**__ and make good on his unspoken threat..._

…_and he would, D'Ken vowed. Once he was a man grown, Dru-Zod would learn to fear the name D'Ken…_

XXXXXXXX

"D'Ken?"

Shaken out of his reverie, D'Ken turned towards his sister. "It's time," Caly'See said, gesturing to their personal physician. Understanding immediately, D'Ken turned to the elderly, white-garbed Shi'ar man, taking the small vial of clear fluid he offered, and downed it in one gulp, while his sister took the other he'd been holding.

Almost instantly, the ache in his skull dimmed considerably, though it did not vanish as it had before.

As if guessing his two rulers' medical state, the physician spoke up. "Excellencies, I must again caution you on your continued use of such a strong painkiller, especially since we do not have any information on the long-term effects of Siege Sickness," he said. "I must urge you to let me find an alternative treatment plan for you both…"

"That can be done later," D'Ken snapped. "You are dismissed." Wilting, the doctor shuffled away, as D'Ken and Caly'See turned towards the polar ice, which the ship was now turning towards.

Once the hated child of El's outpost was theirs, they would _need_ no new treatment…

"_Shi'ar!_"

Scowling, D'Ken turned towards an irate Ronan as he stormed in. "Be careful how you address us, Accuser…"

"Spare me, D'Ken! We have larger problems!" Ronan boomed. "Our sensors have picked up sporadic energy-spikes identical to those of the Kryptonian's advanced propulsion system…"

But he never had time to finish, as just outside the shuttle's view-screen, a brilliant flash of light flared, before the smaller ship streaked into normal space, flitting towards the planet below.

D'Ken's fury flared. "_After him!_" Thankfully, Ronan did not argue, as the pilot obeyed, turning the ship to give chase…

XXXXXXXX

_U.S. Congress, a few minutes earlier_

By the time Cyclops, Phoenix, Havok, Supergirl and Power Girl met up with Spider-Man, Flash, and the Starjammers at the Congress Building – the rest of the X-Men and X-Force still searching for the Skrulls – the one-hour deadline was nearly up. Seeing them arrive, Corsair grimaced. "Any luck?"

Cyclops shook his head. "Nothing."

"So…so what do we do?" Havok asked.

Spider-Man gulped. "Hope that Big Z can stall the Senate long enough for Big Blue to get back here."

Phoenix sighed. "Knowing the General, I almost feel sorry for Senator Kelly."

Power Girl chuckled. "_Almost._" With that, they headed into the Congress Building.

Just inside the Senatorial Chamber, Madelyn and Captain America were waiting for them, while General Zod stood alone in the middle of the empty chamber, arms folded and eyes closed, waiting for the Senate to return. "What's the situation, Cap?" Cyclops asked.

Cap sighed. "Not great; the Senate is determined to let the Skrulls have access to the Pole, despite Namor's objections and the General's warning."

Madelyn nodded. "Unless Kal and the others get here soon, I'm not sure how…"

The sound of doors opening startled her, as the Senate filed back in. Seeing Zod standing there, Senator Kelly scowled. "I had thought we had made our position clear, General Zod; we _will_ be allowing the Skrulls access to…"

"I heard you the first time, _Senator,_" Zod snapped, not even bothering to look at him. "I merely wonder where your new Skrull friends _are._"

"Why, General, we are right here."

Whirling around, the small group saw the three Skrulls, with Kl'rt at the head, walking into the chamber, calmly passing them by. Seeing Zod, Kl'rt's smile wavered. "It…is an honour, High General Dru-Zod," he said carefully. "It has been quite some time since the Battle of Krenthia; your…reputation precedes you."

Zod chuckled dryly. "Interesting that you should mention Krenthia," he said, "considering that you seem to be trying the same tactic here."

Kl'rt's smile wavered. "I am…unsure what you mean?"

Zod glanced over his shoulder at the Senate. "You mean the good Commander didn't tell you?" he asked. "In one of my last tours of duty, I was dispatched to our research outpost on Krenthia V, which had been occupied by Skrull forces; by the time my task force got there, they had already enslaved the local civilization, and were intent on occupying our facility." He chuckled again. "I must admit, they managed that much well enough: a standard economic treaty, with the caveat of giving the Skrull contingent full autonomy in the event of an attack on Krenthian soil, followed by a staged assassination attempt on the commanding officer…and the Skrulls suddenly have the right to impose martial law. Very clever."

Senator Martin paled. "Commander…is this true?"

Kl'rt smiled nervously. "That…that was a terrible misunderstanding…"

One of his subordinates scowled. "Yes, one that ended with the Butcher of Krenthia nearly annihilating our entire force!"

Kl'rt spun on him. "_SILENCE!_"

Zod just chuckled. "Ah, such creative nicknames; your people and the Kree give yourselves too little credit – you'd make fine poets."

Senator Martin spoke up. "Senators, perhaps we should discuss this further…"

Senator Kelly just scowled. "General Zod, your attempts to cloud the issue here will not work; the decision is made!" He produced a piece of paper. "Commander, if you will sign here?"

Kl'rt smiled. "Gladly, Senator." With that, he started to walk forward…

Suddenly, a faint whirring cut the air, growing louder and louder. Recognizing it, Supergirl beamed. "Kal made it! He's here!"

Seconds later, a familiar teleporter wave deposited Superman, Batman, Green Arrow, Miss Martian, Phantom, and Android in the middle of the chamber, while the whirring started to grow fainter, as the _Argo's_ autopilot guided it back to the Fortress. Spotting Kl'rt mere feet away from Senator Kelly, along with the treaty in front of him, Superman took careful aim, and fired a surgically precise eye-ray, utterly incinerating the damning document.

Leaping back in terror, a quivering Senator Kelly rounded on Superman. "H-How _DARE_ you?" he shouted. "What gives you the right to destroy a…"

"I haven't destroyed anything that paper, ink, and a printer can't replace, Senator," Superman snapped, taking out his belt-computer. Addressing the entire Senate, he continued, "Before you agree to Commander Kl'rt's treaty, Senators, I think there's something you should hear." With that, he tapped a button on the computer, before holding it aloft.

Instantly, a harsh, guttural language spilled forth from the computer. Senator Martin blinked. "And what precisely are we listening to, Superman?"

"That, Senator Martin, is Skrull-dar, the native language of the Skrulls," Superman answered. "I'm no expert, but I believe that this specifically is the Ku'rth dialect, from the Ku'rth Valley region, which was considered the birthplace of Skrull civilization." He shrugged. "Interesting as that may be, we haven't got the time for a linguistics lesson; allow me to translate." He quickly tapped another key…and all became clear.

"…_it is done, o Holy Empress; our covert operative has sent the communique. The Kree now know of General Zod's presnce on Earth,_" Kl'rt's voice said. "_They know of another Kryptonian there, by now – cousin to the child of El – but this will invariably make the decision for them._"

"_Excellent, Commander,_" purred a female voice. "_Your orders now are to scout the perimeter of Earth's system; as soon as the Kree dolts make their demands, you will approach the governing body of this "United States" and make our offer. We will claim both the knowledge of Krypton and the jewel of a planet it rests on, and the human fools will cheer us as we do so._"

As Superman stopped the recording, Kl'rt went deathly pale, his voice trembling. "_K-Kryptonian lies!_" he screamed. "You mustn't believe…"

"We had a feeling you might make that accusation, Commander," Superman said, "so we brought a little _extra_ insurance." Bringing up a new communique, he held it towards Zod.

With his telescopic vision, Zod saw it instantly, before his eyes flared electric blue as he scanned the heat-signatures of the Senate…before resting on one considerably hotter than the rest…

His eyes blazing red, Zod fired a pencil-thin eye-ray through the shoulder of the human Senator, sending him screaming to the floor…but before he'd even hit, his scream shifted its pitch, as his body morphed into that of a Skrull. Darting towards the Skrull, Zod grabbed him and tossed him towards Kl'rt and his comrades. "Wh-What is this?" one Senator cried.

"That, Senators, is a Skrull covert operative," General Zod snapped. "The Skrull Empire uses them to scout and sabotage prospective worlds they intend to conquer; they've been planning this for _months._" He fixed Kl'rt with a frigid glare. "_Here_ are your allies; _here_ are your would-be saviours. Take a _good _look at them."

Kl'rt's fists clenched, utterly seething as Superman spoke. "I have to admit, Kl'rt, you guys actually played this one pretty smart; using the Kree to drive Earth into your arms, letting your _enemies_ recruit for you? Not bad: with them none the wiser, you'd have gotten Earth and our tech in one swoop, all while playing the hero." His eyes narrowed. "Pity it didn't work…"

"_RRRRAAAARRRRGGGGHHHH!_"

With a guttural roar of pure _rage_, Kl'rt swung his arms forward, which stretched them like living _taffy_, as his fists massed into living orange rock while simultaneously catching on fire; surprised beyond belief, Superman and General Zod were sent flying, crashing through the wall of the Congress Building, to land hard outside. As their Commander ran after the two Kryptonians, the other four Skrulls rapidly shape-shifted, morphing into larger, bat-like versions of themselves, flying at the others. "_Take 'em down!_" Cyclops shouted, as he fired an optic-blast at one, knocking it down, allowing Corsair to send it flying with a blast from his laser-pistol. As another flew at him, Cap let fly with his shield, slamming it in the face and stunning it; as the shield arced away, Phoenix used her TK to send it rebounding towards a third. The two felled Skrulls tried to get up, but Spider-Man snagged them both with web-lines, hauling them off their feet and sending them crashing into each other.

As Ch'od and Raza fired their own blasters, the remaining Skrull managed to evade their shots; taking expert aim, Batman let fly with an electrified Batarang, shocking it into submission and sending it falling, allowing a feral Hepzibah to pounce on it. "_Go!_ Help Superman and Zod!" Batman shouted. Instantly, Power Girl, Supergirl, and Flash darted outside, followed by Cyclops, Phoenix, Havok, Android and Phantom.

Landing hard on the concrete, Superman and General Zod quickly recovered, just in time to dodge a flame-blast from Kl'rt's hands as the Skrull Commander stormed after them. "_Insufferable meddlers!_" he exploded. "_Always_ standing in our way! You just _couldn't_ let it go, _COULD_ you?"

Zod smirked. "You mean you actually expected us to just lie down for you, Skrull?" he sneered. "You're as deluded as your Empress."

With a roar, Kl'rt's massed fist stretched out, swiping at them both; this time, Superman and Zod were ready, and leapt away…only to smack into a wall of invisible force. Shaking his head, Superman's eyes went wide. "How do you have the powers of the Fantastic Four?"

Kl'rt laughed. "You think we just stopped at the Senate, fool? We have infiltrated every _level_ of this country's infrastructure!" he laughed. "Your Baxter Building provided some of the sweetest prizes of all, once our bio-engineering crew was able to duplicate the process that gave rise to them!" He clenched his stony fist. "These humans may call you "Superman"…but nothing will save you from the new breed of shock-troops we will create! I am but the prototype! The first _Super-Skrull!_"

Zod rolled his eyes. "Oh, yes, we are quaking – a breed of Skrull that we need _not_ feel guilty about crushing!" he mocked. "_X-ray vision, Cadet!_" Instantly, both Superman and Zod's eyes flared electric blue, in time to see the invisible force-pulse that Kl'rt sent at them; instantly darting to the side, the two Kryptonians fired precision eye-rays, but Kl'rt massed his fists, blocking them. Igniting his hands, the new Super-Skrull sent a wave of flame at his opponents, but Superman unleashed a continuous stream of ice-breath, blocking the fire, while Zod flew straight up and over, landing behind Kl'rt, and slamming him with a punch.

Kl'rt was sent flying, but his frame seemed to bend in midair, as he looped himself into a circle, bouncing several times before landing on his feet. Zod came at him again, smashing his chin with an uppercut, but that simply stretched his neck, before it snapped back into place. Smirking, he unleashed a force-wave, driving Zod back. "Even with the power of this world's sun, you cannot defeat me!" he laughed. "I am _indestructible!_"

Zod's eyes narrowed. "Your fleet made a similar boast against Sentrius," he snarled. "It was proven a fallacy then, _just_ as it is now!" He glanced to Superman. "_Piercing Blow, Cadet!_"

At that, Superman instantly darted towards Kl'rt, while Zod fired an eye-ray, which impacted against an invisible force-field, but Zod kept pouring energy into it, until it shattered, leaving Kl'rt exposed…but the Super-Skrull recovered in seconds, massing his entire body into rock…

His eyes narrowing, Superman concentrated, focusing on the energy radiating through him. He needed to hit harder, faster; he focused on his legs, driving the energy there…

_**CRACK!**_

Superman's fist had only been up to strike when his pace more than _tripled_ in speed, sending him rocketing towards Kl'rt, his forehead crashing into the Super-Skrull's brow. Superman stumbled back, dazed, but Kl'rt was no better off; his stony skin cracking, he was forced to assume normal state, at which pointed Zod darted at him, his fists pounding him like triphammers, before grabbing him and _throwing_ him through the air, where he crashed into a flagpole, sending him wrapping around it like a living bola.

With Kl'rt dispatched, General Zod looked to his godson. "Not bad for your first attempt at surging."

Superman's double-vision started to clear. "A little warning about braking would have been nice."

Zod chuckled, but his good humour vanished as a Kree shuttle descended from the sky, landing in front of them. "It seems our other guests have arrived."

In seconds, Ronan, D'Ken, Caly'See, and their enforcer had emerged from the shuttle, along with a twelve-man, combined Kree and Shi'ar squadron. "The time has come, Kryptonian filth! You will surrender or…" Ronan began, but paused as he saw Kl'rt. "_**SKRULL!**_"

Zod chuckled. "Why, Accuser, I would think you would be pleased to meet your valued informant!" he chided. "If it wasn't for Commander Kl'rt, you would never have come here!"

Superman nodded. "The Skrulls played you for a fool, Ronan; this was their scheme, all along."

Ronan bristled angrily. "You think me a _fool?_ You've likely been _conspiring_ with them!" he roared. "And now, at long last, your kind will pay for opposing the Kree Empire!" He raised his hand, ready to give the signal to fire…

Seconds before Ronan gave the order, a pair of ruby force-beams sent three Kree soldiers flying, as a crimson streak raced through the formation, snatching the weapons away from three more. Darting to Superman and Zod's side, Flash came to a stop, joined by Power Girl, Supergirl, Cyclops, Phoenix, Havok, Android, and Phantom. "Figured you guys could use a little backup."

Superman chuckled dryly. "Good call."

Roaring, Ronan drew his Universal Weapon, before he slammed it against the ground, unleashing a deadly energy-wave that streaked towards Superman. Quickly, Power Girl raised a hard-light bubble around herself and her boyfriend, deflecting Ronan's shot away, while Superman unleashed a burst of freezing-breath, which Power Girl narrowed with a gale-burst of her own, focusing it directly onto Ronan, and coating him with ice.

With the Kree Accuser incapacitated, the squadron began firing at will, prompting Phoenix to shield them all with a TK-dome, while Android assumed battle-mode, strafing the battle-group with force-pulses, stunning two Shi'ar troopers before assuming liquid-state to avoid the red beam of the Shi'ar enforcer. Darting in and out of the squadron, sending the other three Kree troopers flying with hyper-fast punches, Flash sped right at Caly'See, but the Shi'ar princess took to the air, drawing her laser-pistol and taking aim…

…until she felt a tap on her shoulder. Turning, Caly'See froze as she saw Supergirl floating behind her. "Remember me, you feathered hag?" With that, Kara unleashed a puff of frozen breath, barely giving Caly'See frostbite…until she started to feel her wings going numb, as they coated with ice, sending her screaming back down to Earth, crashing into the last Shi'ar troopers.

With only the enforcer left now, Cyclops and Havok strafed him with their force-beams, but the armoured Shi'ar evaded every shot, unleashing twin crimson blasts of his own, which blazed towards the two brothers…and then _through_ them, as Phantom quickly phased her comrades out of harm's way. Taking advantage of the enforcer's surprise, Cyclops unleashed an optic-blast with perfect aim, blasting him right in his armoured face-plant, knocking it off…and giving Scott the shock of his _life._

It _wasn't_ a Shi'ar face behind the armour, but a _human_ one…which looked like a younger version of Corsair, no more than 8 years older than Scott.

Havok went pale. "Scott, he…he looks like _Dad!_" he cried. "How…"

Snarling, the enforcer raised his hands and fired another force-blast, prompting Cyclops and Havok to dodge, allowing him to start to fall back.

By then, Kl'rt had managed to untangle himself, and was about to join the fray, but the beeping of his communicator stopped him. Checking it, he grimaced, before opening a hailing frequency. "This is Kl'rt, requesting immediate extraction! Send a fighter to these coordinates, now!"

Snarling, D'Ken retrieved a missile-launcher from a downed Shi'ar trooper, taking aim at Zod and firing; the projectiles streamed towards Zod, exploding in a massive burst of flame…but as D'Ken started to rejoice, the annoyed Kryptonian General calmly strode out of the fire, unhurt. "Still playing with toys too big for you, brat?" he spat, starting to stalk towards him…but paused as he saw a Skrull fighter fly overhead, swooping up Kl'rt in a teleporter beam before flying off. His eyes narrowing gravely, General Zod followed its path with his telescopic vision…before his eyes went wide. "_Cadet! Get to the Fortress, NOW!_"

Superman froze. "General?"

"We have inbound, boy! The Kree, Skrull, _and_ Shi'ar cruisers are heading for the Pole! They'll be on us in minutes!" Zod shouted. "You must defend the outpost! _GO!_" Understanding instantly, Superman took to the sky, flying north as fast as he could.

"It's too late, Kryptonian scum!" D'Ken shouted, retrieving a plasma-blaster. "We will have our revenge, at long last!" With that, he opened fire, peppering the General with plasma-bolts…which did no damage whatsoever.

Caly'See grimaced. "Brother, we have to get out of here! Our ships will be in firing range, any minute!"

"_NO!_" D'Ken roared. "_Not while he lives!_"

Smirking, Zod calmly walked through the hailstorm of plasma-fire. "Big words, _little boy,_" he sneered. "Your father couldn't back them up _then_, and you certainly can't back them up _now…_"

His insult was cut off as a continuous red beam impacted him; gritting his teeth and bracing himself, Zod kept from being knocked back, as he turned towards the armoured enforcer. Digging in his heels, Zod's eyes began to glow, as he unleashed an eye-ray at its narrowest, concentrating the energy to easily break through the beam, piercing the enforcer's shoulder. Screaming in pain, the human fell back, clutching his blackened shoulder, as Zod stormed towards him, his eyes glowing red…

"_General, NO!_"

As Cyclops darted in front of him, Zod scowled. "Out of the way, boy!"

"General, you don't understand! He's our…"

By then, the armoured human had gotten back to his feet, running back into the Kree shuttle, as Ronan broke free of his icy cage with a roar. "_Fall back! We will annihilate them from space!_" he thundered. With that, he, the recovering squad, along with Caly'See and a reluctant D'Ken, all darted back into the ship, which immediately took off, making for orbit.

Zod's eyes narrowed. "You had better have a _very_ good explanation for allowing the enemy to escape, boy."

Cyclops grimaced. "I just…I couldn't let you do it, sir; not when he could have been…my _brother._"

Recalling the facial similaritites between D'Ken's enforcer and Scott, as well as Corsair, Zod calmed himself. "Whoever or whatever he may have been before," he said, "he is now your enemy, and he will kill you at the earliest opportunity. You forget that at your own peril."

Gazing up at the sky, Supergirl grimaced. "They…they _are_ coming!" she cried. "The Skrull ship followed Kal back here, and the Kree-Shi'ar fleet is preparing to…"

"We will be fine, Kara; your cousin has likely reached the Fortress, by now. The _StarLances_ are undoubtedly ready," Dru said. "All he has to do is shoot those primitives down…"

XXXXXXXX

_North Pole_

By the time Superman reached the Fortress, the crystalline walls were blaring red, as an alarm-klaxon echoed through the outpost. "Fortress: Command Center!" he ordered, as he was instantly teleported to the Fortress' nerve-center. Darting to the main console, the holo-display made it as clear as day: one Skrull cruiser, twelve Kree cruisers, and six Shi'ar cruisers, all making a beeline for the Pole. "Full power to shield, and arm the _StarLances!_"

The second he said that, three colossal transparent crystals, each almost half the height of the Fortress itself, rose out of the ice in front of the Fortress. As the Fortress' shield increased in luminosity, the crystals became an opaque white, before their central facets slid down, cleanly bisecting each into two perfect vertical halves, hovering above the crystalline base that had formed beneath them out of their lower sections, housing glowing blue-white masses of plasma-energy, while two smaller crystal-units hovered next to their bases.

These were the _StarLance_-Class Anti-Orbital-Defence Plasma-Cannons, born and christened in the Shi'ar Siege, and now called back into action, once more. Bringing up the Fortress' targeting systems, Superman locked onto the three lead ships: the Skrull vessel, as well as a Kree cruiser, and a Shi'ar one. "Charge to 40 percent power!" Instantly, the plasma-cores of the Cannons began to glow brighter, as the Cannons themselves shifted from vertically upright to slanted, targeting each vessel.

In seconds, the Cannons were ready to fire; one word from him was all it would take.

Grimacing, Superman opened a hailing frequency. "Attention advancing cruisers: halt your assault, or we will open fire!" There was no answer. Superman tried again, as he locked targets onto non-critical systems. "This is your last warning!"

This time, he got an answer. "_Cadet, for Rao's sake, what are you waiting for? You have them in your sights!_"

"General, there _has_ to be a way to..!"

"_There IS no other way, boy! This is WAR, now! If you do not act, these savages WILL destroy every living thing on this planet, before they come for us! You can stop them, but ONLY if you act NOW!_"

Zod was right; the Fortress' sensors clearly showed the lead warships were painting targets – New York, London, Paris, Los Angeles, Ottawa…

…_Kansas…_

Superman's eyes scrunched shut, his hand moving to the main console, hovering above the blinking red glyph: "_Fire._" '_May God forgive me…_' Taking a deep breath…he touched it.

With the same inhuman efficiency of all his people's technology, the _StarLances_ whirred to life before the glyph had even faded. The central Cannon armed first, its cannon-shaft pulling together as the plasma-energy was forced into it, illuminating circuit-patterns throughout the crystal as it flowed towards the tip. Seconds later, the two hovering units flitted to the tip, generating a gleaming force-field sphere to contain the energy, magnetized perfectly to draw it towards its target. Before a quarter of a minute had passed, the Cannon's task was done.

_**TTTSSSHHHEEEWWW!**_

With a deadly searing noise, the Cannon snapped back open as the field-generators snapped back to the base, launching the plasma-charge into space at speeds even _he_ would be hard-pressed to match. From the Command Center, Superman saw it all too clearly: the plasma-blast burning through the atmosphere, breaking free of Earth's gravity as it sped towards the Shi'ar cruiser, minutes before it was in firing range, ignoring the screams of its crew as they saw it coming…until finally, the strike.

With a noiseless blast of multicoloured energy, the plasma-blast smashed through the _Raptor_-Class Cruiser's shields, slamming into its port wing and blowing it clean off, along with half its port-side hull plating, utterly crippling it, forcing it to limp away before it got caught in re-entry.

_**TTTSSSHHHEEEWWW!**_

The first Cannon hadn't even begun its rearming sequence when the second fired, its plasma-burst lancing towards the lone Skrull vessel. Seeing its approach, the cruiser tried to turn, but it was already too late; the plasma-energy tore through its shields, blasting a chunk off its aft hull, forcing it to pull back.

_**TTTSSSHHHEEEWWW!**_

By the time the third Cannon fired, Superman was cringing at the sound, trying to block out the cries of the Kree crew as the final plasma-blast blew a hole directly amidships, ruining their approach. His fists clenching, Superman hailed them again, bitter tears leaking from his eyes. "Invading fleet: this is your _final_ warning. Withdraw, or we will resume fire."

At those words, the armada paused…before starting to wink away, one-by-one. The damaged ships were the last to go, barely managing to cycle their step-through drives, their hulls creaking under the strain…

With the skies clear, Superman re-opened his earlier communication. "General…what did I just _do?_"

Zod's reply was patient and understanding. "_You did the exact same thing your father did, all those years ago, Kal: you defended your home,_" he answered. "_Jor-El would be proud of you…as am I._"

Forcing himself to calm down, Superman started to walk out, but a sudden beeping stopped him. Turning towards the nearby console, he glanced at the alert: the Fortress had finished decoding the data from the Skrull ship, the files encoded with the new Skrull algorithm.

Skimming over the readout, Superman's eyes went wide. "General, get everyone here, _now!_ The X-Men, X-Force, the League, Councillor Wazzo and her party…_everyone!_" he cried. "And tell Hal to contact the Lanterns at these coordinates; we may have an even _bigger_ problem!"

XXXXXXXX

Mere minutes after receiving Kal-El's message, Zod, Kara, and the Blaire girl had rushed to the Fortress, while the others regrouped to follow them. Waiting in the Main Hall, Dru remained still, his arms crossed as he listened.

"…_baby, there was nothing else you could have done…_"

"_There SHOULD have been, Ali!_" Kal cried. "_There must have been some other way than to…_"

"_You heard Zod, Clarkie; all THREE of them were bent on taking this place, even if they had to fry Earth to do it,_" the girl answered. "_Ronan, Kl'rt, and D'Ken were all bent on revenge; you couldn't have talked them out of it. It was them or us, and you chose us._"

Kal's voice was still hollow. "_That doesn't help me feel like I can look in the mirror, anymore…_"

"_Then maybe this will,_" Power Girl said. "_You did what others couldn't do to keep everyone on Earth safe, like you always do. Just like Jor-El and Zod defended Krypton, you defended Earth with everything you had, even when it was hard. I couldn't be more proud of you._"

Kal calmed a bit at that. "_Alia…thank you._"

Zod rolled his eyes at that; if he was going to mould his godchild into an effective soldier, he'd have to break him of that ridiculous sentimentality, especially now.

The Kree, Skrulls, and Shi'ar had thought to destroy them…but had simply given him _exactly_ what he needed to bring Earth to some semblance of order.

By then, the X-Men, X-Force, and the rest of the League had arrived, along with the Starjammers, the Lanterns, and Councillor Wazzo and her diplomatic party. "Is it true?" Corsair asked. "Is…was that armoured Shi'ar a human? Was he…"

Dru closed his eyes, letting sympathy fill his voice. "I did not see personally, Captain, but your son Scott was insistent of the resemblance he saw, so I would not doubt him."

Corsair was on the verge of _tears._ "Oh, no…oh, sweet Jesus, no…" he pleaded. "Not…not little Gabriel…"

Cyclops' hand went to his father's shoulder. "We'll get him back, Dad."

"We'll have to talk about this later," Hal said. To the General, he added, "Your intel was right, sir; Sectors 2379 and 5386 confirm it."

"Huh?" Spyke asked. "Confirm what?"

Zod simply turned. "Follow me; all will be explained." With that, he strode off.

As they reached the War Room via teleporter, they found Superman and Power Girl already there, just as Supergirl was 'porting in from elsewhere. Seeing them enter, Superman managed a weary smile. "Hey, guys."

"Hey," Cyclops answered. "How are you feeling?"

Superman closed his eyes. "Bad day." Taking a deep breath, he quickly recomposed himself. "Thank you all for coming," he continued. "General, I gather that the intel has been confirmed?"

Zod nodded. "Unfortunately, yes."

"What intel?" Wonder Woman asked.

Lantern Stewart's eyes closed grimly. "Superman supplied us with coordinates he needed us to check out; we contacted the Lanterns in those sectors, who confirmed it."

"Confirmed what?" Winema asked.

Removing his belt-computer, Superman plugged it into the crystal table. "The last file we retrieved from the Skrull ship was highly encrypted; it took a little longer to decode," he said, bringing up a holo-image. "This is what we found."

The image was of two separate star systems, and each one was clustered with more than a hundred thousand warships each; one system held nothing but Skrull vessels, while the other housed a joint Kree-Shi'ar fleet.

"The forces that came here were just the tip of the iceberg," Superman whispered. "They've assembled massive fleets, and are intent on coming here."

Spider-Man gulped. "And I'm guessing they're not keen on just passing through, huh."

Batman's tone was flat, but it held no condemnation. "You intend to use the Cannons, again."

Superman shook his head. "They won't work, this time," he answered. "With the Fortress keeping its shield at full power, it can't fire the _StarLances_ fast enough to keep all those ships back; even with the ECM running at full capacity, the Cannons can only buy us time."

Shadowcat gulped, turning towards Councillor Wazzo and the other dignitaries. "Can…can you guys help?"

Winema closed her eyes. "I can alert the Confederacy and try to gather military support," she said, "but I don't know if I can do so in time."

Admiral Var nodded. "How long before they get here?"

"A week," Superman answered, "give or take."

Lilandra grimaced. "Even if we summoned the Republican Fleet this very instant, not all of it would assemble here, in time."

"But…but there has to be _something_ we can do!" Phoenix cried.

"There _is._"

Zod's voice interrupted them all, forcing him to hide his knowing smile as they turned to him. "General?" Winema asked.

Superman echoed her inquiry. "Sir, what do you mean?"

"Haven't you studied _any_ military history, Cadet?" Dru chided. "Surely you know how we've dealt with the Kree and Skrulls before!"

Superman's eyes went wide. "General…you're…you're talking about _Sentrius…_"

"Indeed I am."

Aquaman blinked. "Uh…okay, for those of us who _don't_ know," he asked, "what the heck is a Sentrius?"

Zod chuckled. "Sentrius, my good Prince, is the pride of the Kryptonian Defence Force," he answered. "It is the only _Steadfast Guardian_-Class Battlestation ever constructed; we used it to utterly _rout_ the Kree and Skrull fleets the first time they came after us, and it has protect Krypton from that time until Krypton's death."

Wonder Woman was sceptical. "And you think it can save us?"

"It can!" Kara exclaimed. "I remember Uncle Jor telling me about it; at its last upgrade, just before the Siege, it was equipped with enough weapons to tear chunks out of a _planet_, not even _including_ a type of super-weapon – that was what inspired the _StarLances!_ Plus, it had practically its own _fleet;_ Stealth-Speeders, Fighters, you _name_ it! It even had six prototypes of a new class of super-ship the Defence Force was developing!"

Zod chuckled. "Correct, Kara," he said. "Fully armed, Sentrius is capable of waging a full-scale war over ten star-systems for over 50 years, unaided. The mere sight of it would be enough to terrify the Kree and Skrull commanders into incontinence." His smile grew. "With an ECM installed to boost its power-output, and Jor-El's schematics to enhance it, Sentrius can easily repel these invaders."

"So, we just have to find this thing, get it into fighting shape, and then kick some alien butt?" Flash asked. "Cool by me! Where is it?"

"The World-Gate address for Sentrius' location is known only to the highest-ranking officers on Krypton; I can easily get us there," Zod said, before his tone turned grave, "but Sentrius' A.I. can and will destroy any vessel that passes through the Gate unless it first gives the proper access codes before coming through, and mine are thirty years out-of-date."

"So we're screwed," Rogue muttered. "Great."

Zod's gaze turned wry. "I do not recall giving anyone permission to whine," he said. "I may not _have_ a current code, but I know where to _get_ one." Tapping a key on the table, he brought up a star-chart, showing two glowing dots, separated by several galaxies. "Two of Krypton's secret military installations are here; not even the Council was aware they existed," he said. "Intended for use as emergency evacuation sites for any number of planetary catastrophes, they each house, among other things, a backup of the Encryption Module used by Sentrius and the Defence Force to randomly generate new access codes. With both of these, we can acquire an access code that Sentrius' A.I. will accept."

Corsair glanced at the star-chart. "General…both of these systems are _way_ off the beaten path; not even the World-Gates are close by…"

"…which is why we will need to make use of _both_ Trans-Warp-capable ships in our possession: the Speeder, and the prototype that got Kal-El here," Zod finished. "If we split into two teams, we should be able to reach the outposts, retrieve the Modules, and rendezvous to retrieve Sentrius before a week passes; I will lead one team, and Kal-El the other."

Corsair's expression was hard. "Count us in," he vowed. "After what D'Ken did to Gabriel, if there's _anything_ we can do to hurt him, we'll do it. The _Starjammers_ are at your disposal."

"Excellent," Zod said. "Your vessel can carry Kal-El's team, while his prototype tows you via Trans-Warp."

Power Girl was the next to speak. "I'm in."

Superman gently shook his head. "Sorry, Ali; we need you here."

"_What?_" Power Girl cried. "You…you expect me to just let you blast off into outer space without…"

"_Taushi_, please understand," Superman said, taking her by the shoulders. "No matter what our plan is, there's no guarantee we'll get back in time. I need you here to help operate the Fortress in Earth's defence."

Dru nodded. "Kal-El is correct, Alison; should we be delayed, we'll need every able hand to coordinate an effective defence, and hold the Kree and Skrulls back long enough for us to arrive…which is why Kara will be staying as well," he said. "If this is to work, we will need _every_ possible ally, _every_ friendly military working in tandem with us; anything else, and we will fail."

No-one said anything at that, until Batman broke the silence. "I take it you had a plan, then."

Zod managed to keep his smile hidden. "As a matter of fact, yes," he said. "This is what we must do…"

XXXXXXXX

_Kent Farm, Smallville_

The afternoon sun was already starting to wane by the time Martha finished her daily chores. Wiping the sweat from her brow, she headed back towards the farmhouse, pausing as a gust of wind blew past her nose; the wind was changing, she already knew, and bringing colder air, now. Summer was over, and fall would be arriving soon…

Suddenly, the wind turned into a full-out gale, whipping dust up from the ground, as three vessels descended from the sky. Martha didn't recognize one of them, but she knew the other two: one was the ship that Clark had salvaged from the Atlantic…and the other was the one that had ferried him to Earth.

As the ships touched down, the smaller one opened its cockpit, allowing Clark, in a silver version of his uniform, to hop out, as a blue-white light shone from another, depositing an older, austere-looking man, in a black version of Clark's uniform, but with a menacing 'Z' replacing the heroic 'S' on the chest, on the ground. Walking towards her, Clark – Superman – retracted the visored helmet on his suit, managing a faint smile. "Hi, Ma."

Martha smiled back. "Hi, honey," she answered, before turning a nervous eye towards her son's comrade. "Who's your friend?"

Clark's smile widened slightly. "This, Ma, is High General Dru-Zod, Krypton's military commander," he answered. "He was an old friend of my birth-father, and my Kryptonian godfather."

Turning to meet her gaze, General Zod lightly bowed. "I am happy to meet you, Martha Kent," he said pleasantly, though it didn't quite reach those eerily cold dark eyes. "I owe you a debt of gratitude for the care you have shown my godchild over the years."

Martha didn't know why, but that man sent a terrible chill running up and down her spine…though she couldn't bear to tell Clark; not after she'd seen the respect he had for one of his own people in his eyes. "It was no trouble at all; Clark was an absolute delight," she answered, "although I don't think you came all the way out here to tell me that."

Clark's expression turned grave. "No, Ma, but _boy_, do I wish we did," he said. "We…have to leave Earth for a little while."

Martha paled. "Why?" she gasped. "What happened?"

Clark's gaze lowered. "Our people had enemies, Ma; enemies that plan to attack Earth just to kill or capture us," he murmured. "We have a way to stop them, but…"

"Well, then you'd better not waste another minute gabbing with this old bag of bones," Martha chuckled. Smiling warmly, she cupped her son's face in her hands. "You just promise me you'll be careful, wherever it is you're going, and that you'll come back safely; both for me, and for Alison."

Clark nodded sadly. "I will."

Martha didn't miss that. "There's more, isn't there?"

Clark grimaced. "Earlier today…these people tried to attack my outpost from orbit…they would have destroyed most of Earth if…if I hadn't…"

Martha instantly understood. "Sweetheart, I'm going to tell you something I probably should have told you sooner," she said. "In the second year after your father and I were married, we had a break-in; just some punk kids from out of town, likely high on something. Your father heard them smash a window…and he just grabbed his old shotgun and raced downstairs."

She took a deep breath. "A few seconds later, I heard the shot."

Seeing Clark's horrified expression, Martha quickly finished. "Two of them got away, but John had grazed the third one in the leg, keeping him from getting away; when the police arrived, they found a knife and a pistol on the kid – if John hadn't…" She took a deep breath. "My point is, you do what you have to do in order to protect the ones you love." She smiled gently. "You've always been a hero, Clark…but now, you're a soldier, too…because you're going off to war, aren't you?"

Clark couldn't answer that. General Zod's expression had softened somewhat. "Martha Kent," he said gently, "I believe your people have an expression: "Truth is the first casualty of war.""

Martha nodded. "I've heard that one."

"I'm afraid I must disagree," General Zod said. "Truth is the _second_ casualty." He sighed. "_Innocence_ is the first."

Martha was silent for a minute. "I suppose it is," she agreed. Meeting Clark's eyes, she smiled. "You're a good man, Clark Joseph Kent; you have every _inch_ of your human father's heart, along with that lightning mind that can _only_ be from your birth-father, so I _know_ you're strong enough to bear this war that's coming to our door." She suppressed a sniffle. "So you just make sure you come back from it, you hear?"

Clark hugged her as much as he dared. "I promise, Ma," he vowed. "I'll be back before you know it." Releasing her, he gave her one last wave good-bye, before he and the General turned, walking back to their ships.

As the ships rose back into the sky, a sniffling Martha went inside, picking up the phone and dialing a familiar number, getting a response immediately. "_Wayne Manor, Alfred Pennyworth speaking; may I be of assistance?_"

"Alfred?"

Alfred instantly dropped his immaculately dapper manner. "_Martha, what is wrong?_"

"I just…needed someone to talk to," Martha whispered. With that, she began to tell him what had been happening…while praying that her son – her heart – came home okay…

XXXXXXXX

_Coming Soon:_

_It is the most powerful weapon ever conceived._

_It is the only one of its kind; the most advanced piece of military technology in the known universe._

_It has defended Krypton for millennia upon millennia._

_And it is the only thing that can save the Earth._

_All our heroes have to do is find it._

_As those on the home-front ready Earth's defence, our favourite mechanical man gets a rude awakening…as he comes face-to-face with his maker._

_Can our heroes succeed in their desperate quest?_

_Find out, when "The Search for Sentrius" begins…_


	36. The Search For Sentrius, Part One

CHAPTER THIRTY-FIVE: THE SEARCH FOR SENTRIUS, PART ONE

_The White House, Washington, D.C., August 13, 2009_

The security at the White House had more than _quadrupled_ in the wake of the almost-attack from orbit; Secret Service agents were around every corner as Supergirl followed Captain America and Ms. Marvel inside. "So this is where your country's leader lives?" Kara asked.

Cap nodded. "This is it," he agreed. "The nerve center of the whole country."

"Which makes it the biggest target on our enemies' hit-list," Ms. Marvel added, "although right now, they likely have bigger things to worry about."

Supergirl felt unease creep down her spine. "I…I'm not sure I can do this…"

"You'll do fine," Cap assured her. "You know more about what's going on and what's at stake here than anyone else on this planet; all you have to do is tell the President the truth."

"Yeah, for something _completely_ different."

Hearing that voice, Supergirl turned, spotting General Fury standing by a nearby wall. "General."

"Ma'am." Nick's tone slightly hardened. "So your cousin and Zod are off to pick up this "Sentrius," is that right?" he asked. "First I'm hearing of it."

Kara frowned. "That's because even if Kal _had_ mentioned it before, he couldn't have gotten to it; without the proper passcodes, Sentrius will destroy _any_ ship that comes through the World-Gate, and only a ranking officer in the Kryptonian Defence Force has them," she answered. "Besides, given how _some_ people got so interested in our Nova Javelins, he likely thought they wouldn't take no for an answer."

Nick chuckled. "Point taken," he agreed. "So, this thing can stop these Kree and Skrulls cold, huh?"

"_Easily._" Supergirl's tone wavered. "They just have to get back here in time."

Nick slowly nodded. "Guess we'll have to buy them some time, then."

"That's what we thought, sir," Cap said.

Moving away from the wall, Nick gestured towards the door to the Oval Office. "You coming?"

Kara quietly gulped. "Of course."

"Good." Reaching the door, Nick paused for a moment. "I'd brace myself if I were you." For a moment, Supergirl was confused…until she saw who was waiting behind the door.

There, standing with three other members of the Senate, was Senator Kelly, likely waiting for the same person _they_ were here to meet. Seeing them walk in, Robert scowled. "I should have known you'd try something, Fury," he snapped. "Haven't your Kryptonian friends gotten us in _enough_ trouble?"

"Last time I checked, Bob, I wasn't the one bargaining with possible invaders," Nick retorted. "How'd that work out, by the way?"

Robert flushed angrily. "Perhaps if you'd done your _job_ and _made_ Superman and his kind cooperate, Fury, we wouldn't have _had_ to!"

Bristling, Kara was about to respond, but another voice interrupted her. "What in Heaven's name is going on?"

At once, General Fury, Captain America, and Ms. Marvel all stood at attention, saluting as the black-suit-clad, dark-complexioned man walked into the room, flanked by several dark-suited men in shades. "Mr. President," Fury greeted.

Briefly returning the salute, President Obama glanced towards Robert warily. "I wasn't aware we had scheduled a briefing, Senator."

Robert paled. "We hadn't, sir, but given the circumstances, I felt it was prudent to discuss a few critical details."

"I see." Turning back to Fury, he added, "So far, I've read nothing but reports on the matter, Nick, so give it to me straight: is it as bad as I think it is?"

"Well, Mr. President, that depends," Nick answered. "Do you think we're dealing with _two_ thousand-strong alien invasion fleets, each one capable of wiping us out _alone?_"

The President's eyes scrunched shut. "My God…and we never saw this coming?"

"Sir, this entire incident was staged by the Skrull Empire," Cap said. "They deliberately informed the Kree – their enemies – of our "visitors," knowing it would provoke them into attacking us, and thus driving us into their arms."

President Obama's eyes narrowed warily, as he glanced towards Senator Kelly. "And that's who _you_ were talking to, Senator?" he asked. "And where exactly was _I_ during all of this?"

Robert gulped. "Well, sir, you were on Air Force One after the Kree attack…"

"And you couldn't have picked up a _phone?_"

Ms. Marvel suppressed a chuckle. "Mr. President, I'm afraid it's a moot point, now; after Superman and the Justice League exposed the Skrull ploy, it forced them to unveil their real plans…which the Kree also had in store."

The President nodded. "How prepared are we?"

"As well as we can be, Mr. President," Nick answered. "We're mobilizing all our regular and reserve forces, and Area 51 is doing its level best to retrofit our units with tech salvaged from the Kree vessel. Our allies are also mobilizing…but whether or not our tech will be effective against theirs is anyone's guess."

President Obama then glanced towards Supergirl. "What about this outpost up north I've been hearing about?" he asked. "From what I've heard, it stopped the first wave in its tracks."

Kara took a deep breath. "I'm afraid you shouldn't rely on the Fortress in this case, Mr. President," she said. "Our Plasma Cannons – the weapons that shot down those first ships – can only buy time; we have only three of them, and their rate of fire is somewhat slow."

"And it never occurred to you to show _us_ how to build them?" Robert snapped. "That someday _we_ might need some way to…"

"_Robert._" The President's voice was quiet, but hard as iron. Turning back to Supergirl, he added, "I understand that your people have a legal imperative not to share your knowledge with others, Miss..?"

"Zor-El, sir, but my friends also call me Supergirl."

"Supergirl it is, then." President Obama sighed. "Well, Supergirl, I happen to agree with what your law is supposed to prevent – maybe if the first settlers to this continent had half that much sense in dealing with the native peoples, we'd all be better off – but I'd be derelict in my duty if I didn't at least _ask_ this." He took a slow breath. "Aren't there any extenuating circumstances to this law?"

"In a handful of _very_ rare circumstances, our Law of Riona Prime _has_ been set aside for the greater good," Kara answered, "but in each and every one of those cases, Krypton's governing Council of Twelve had to achieve a unanimous vote on the matter. Right now, however, that doesn't matter; even if the Council _were_ here, and they _did_ agree with you, sir, the main impediment here isn't legality, but practical application."

The President arched an eyebrow. "How so?"

Casting a brief annoyed glare at Senator Kelly, Supergirl continued. "Some of your people act as if our technology is some kind of "magic pill" that can solve all your problems, but that simply isn't the case," she said. "All of our technology uses a fundamentally different power-system than yours; you still use electricity, which hasn't been used on Krypton for millennia! We could, theoretically, develop a kind of power-adapter, but that could take longer than we have, and it still doesn't address the main concern!"

"Which is?"

"The power-requirements for even the simplest of our technologies are prohibitive to your power-grid," Supergirl finished. "Even if – _if_ – we gave you just _one_ _StarLance_-Class Plasma Cannon, you could divert the load of your entire power-grid to it, and you'd barely have enough to fire it _once!_ Even if the _global_ power-grid was diverted, at most, you'd get two, three, or maybe even _four_ shots off, but that's _it;_ after that, the power-drain would burn out your infrastructure!"

The President's eyes closed. "So even if you gave us any technology, we'd never be able to use it."

Kara shook her head. "The _StarLances_ are energy-guzzlers even by _our_ standards, sir," she said. "Even with the new type of power-core that my cousin – Superman – developed for the Fortress, it can't handle more than three of them while maintaining defensive shield integrity."

The President slowly nodded. "I'm assuming you had another idea, then."

Kara faintly smiled. "Our people have encountered Kree and Skrull aggression before, sir, so we had developed the Sentrius Battlestation to repel their assaults," she answered. "By situating it directly in the path they would take to Krypton, they took advantage of the unique cosmic geography to create an impenetrable barrier, with Sentrius as the guard."

The President's eyes widened. "So it worked, then?"

"Better than anyone expected; both sides brought fleets numbering in the millions, but Sentrius decimated _both_ sides in a matter of minutes."

Everyone was silent at that for a good few minutes, until Fury spoke. "_Damn._"

Cap whistled softly. "So that's what Superman and General Zod are doing? They're bringing it here?"

Supergirl nodded. "After they've upgraded its power-systems and weaponry, yes," she confirmed. "We just have to buy them enough time."

"Then we _will,_" the President said. "General Fury, you and the Avengers are authorized to coordinate our military with the League's plan; make _sure_ our nation's part in defence of Earth is held up."

Fury and the two Avengers saluted. "Yes, sir!"

Glancing towards Senator Kelly, President Obama arched an eyebrow. "Any objections?"

Robert wilted. "None, sir."

"Good." Turning back to Supergirl and the others, he added, "You'll have whatever support you need from us, Supergirl; I just hope it's enough."

Nodding her thanks, Kara smiled. "So do I, sir; so do I."

XXXXXXXX

_In'Ri System, Mir'Non Galaxy_

The light of the In'Ri System's sun cast a golden haze over the space-dust in the system as the yellow star shone out bravely, illuminating the six planets orbiting it. In the blackness of space, all was silent, as the system spun around its star…

Suddenly, the silence of space was broken by a ripple in space-time, then a flash of light as the _Argo_ came streaking in, decelerating hard from Trans-Warp, slowing down for a perfect entry-course into the third planet of the system.

As Zod took the Speeder out of Trans-Warp, powering down the Trans-Warp drive, his crew – Android, Phantom, Polaris, Havok, and Beast – were nearly sent sprawling across the rear cabin; Beast had been casually reading his novel, while Havok, Polaris, and Phantom had been snoozing in their sleeping-bags, with Android sitting by himself on the other side of the cabin. "_Oww…_" Havok muttered. "A little warning would've been nice, Big Z!"

Straightening his glasses, Beast nodded, putting his novel back into one of the two duffel-bags that carried their survival supplies and rations. "I must agree, General; after spending the past three days in Trans-Warp, the transition back is somewhat…jarring."

General Zod chuckled dryly. "If a little shake like this unnerves you, I shudder to think how you'll react once the Kree and Skrulls arrive!" he chided. "Still, I must admit, the transition does take some getting used to; pity Jor-El never had time to recalibrate the inertial cancellers to account for it."

Polaris blinked. "Huh?"

Android's voice was flat as he explained. "_The General said that Jor-El didn't have a chance to smooth out the brakes._"

Hearing his tone, Phantom felt her insides twist, but she kept calm; after three days of Trans-Warp travel from the World-Gate, she was more-or-less used to the awkwardness, by now. "So how long until we reach this outpost?"

Bringing up the navigational screen on the HUD, Zod checked the readout. "We should only be a few minutes, now," he answered. "We're on the outer perimeter of In'Ri III's sensor-range; the locals should be picking us up, so I'd best engage the cloak. No sense frightening the locals." With that, he engaged the cloak, shrouding the Speeder in its invisibility field.

Havok still looked a bit edgy. "So, this'll be simple, right?" he asked. "Just get in, grab this Module, and get out?"

"Essentially," Zod answered, his gaze never leaving the screen. "I do not foresee any great difficulties; even if we are detected, the local sentients on In'Ri III are at an even earlier stage of development than Earth. They pose little to no threat."

Polaris shivered. "We'll take your word for it," she said. "So…exactly how powerful _is_ this "Sentrius" thing? Can it really stop the Kree and Skrulls?"

Zod's laugh was dry. "With almost no effort, child," he answered. "Sentrius' exact offensive capabilities are a classified military secret, but one of its primary functions was to prevent Kree and Skrull incursions from coming anywhere close to Krypton; it did so by using what we call a Trans-Phase Sub-Spatial Wave-Jammer, which became more commonly known as a Kree-Crasher or a Skrull-Stumbler. Essentially, this device sends out energy waves that interfere with the step-through drives of Kree and Skrull vessels; the second they come into range, they become unable to jump away, halting their advance…and leaving them at Sentrius' mercy."

Havok sputtered with laughter. "_Man,_ I would've loved to have seen the Kree's face when they figured out they were stuck!"

Zod's smile, had anyone else seen it, was a shade darker than Havok's. "As would I, lad; as would I." His smile evaporated as he checked the HUD. "That's odd."

Phantom blinked. "What?"

Zod brought up an image of the planet on the screen. "I am detecting no radio-signals from In'Ri III," he muttered. "That makes no sense; based on our last survey of this planet, a year before the Siege, the people here were experimenting with orbital satellities. They should at least be _attempting_ deep-space communications, by now…"

"Maybe they abandoned the project?" Beast supplied. "Our own species' interest in space dimmed somewhat, in time…"

"That still doesn't explain it!" Zod snapped irritably. "I'm also detecting several mid-range satellites still transmitting; there are data-streams heading _into_ the planet, but none coming back!"

A silence settled over the Speeder. "Okay…that's getting spooky…" Polaris murmured.

By then, the planet was in sensor-range. "Hmm…the outpost is still transmitting, so it's still intact," Zod mused, "but as for the planet…"

Zod's statement was cut off as he saw the readout, before his eyes narrowed, accelerating towards In'Ri III. "We cannot wait; we must get there, _now._"

"Why? What's wrong?" Phantom asked…only to wish she hadn't.

"Tinya…there are no lifeforms on that planet."

XXXXXXXX

The blackness of the In'Ri System's outer rim was utterly silent as the Xenterran Arkship glided away, its engines supplemented by twin sets of pylons on both sides. Within the bridge of the immense vessel, the computers governing the craft operated on autopilot, guided by the newer subroutines of its master, whose trinary circle sigil overlooked everything on the main view-screen.

Reviewing the latest data acquired from In'Ri III, the sole inhabited planet of the system, Brainiac felt his processors hum with what organics would have called _satisfaction._ The denizens of the planet had offered only token resistance, utterly unable to repel his drones as they drained every bit of knowledge from them, before turning their own weapons on them, razing the planet bare.

The only blemish on the day's success was that he'd been unable to access the Kryptonian outpost on the planet; the Xenterrans, though nearly on par with Krypton itself, had possessed no weapons of any kind, having long since divested themselves of military technology at the outset of their pilgrimage. That left only the weaponry of the locals, which was an utter joke. Since Brainiac did not possess the necessary access codes to enter the outpost, that only left forced entry; his only option was to locate and absorb the knowledge of a stronger, more militarily-advanced civilization…and with his new advances in propulsion, that would be relatively simple…

_Trans-Warp event detected._

His processors surging, Brainiac quickly tuned his data-stream to the sensors, isolating the resonance of the Trans-Warp event; it was no sensor-glitch – something had just come out of Trans-Warp, heading towards In'Ri III.

_A Kryptonian vessel._

There was no mistaking it; the power-signature of the craft was Kryptonian, and the Trans-Warp resonance was remarkably similar to the one Brainiac had detected, two years previous.

_Kal-El_. He was _here._

Accessing the ship's navigational controls, Brainiac began to turn the ship towards In'Ri III, before powering his new drive-system.

His new _Trans-Warp_ drive-system.

The House of El had tried to destroy him.

Kal-El had _come here_ to destroy him…but not if _he_ destroyed Kal-El first.

He would destroy the threat before it destroyed him. The logic was simple.

As it always was.

XXXXXXXX

_LexCorp Metropolis HQ, Metropolis, New York, Earth_

The sky was clear over Metropolis as three silhouettes flitted across it, heading for LexCorp HQ. Touching down on the rooftop, Power Girl quickly caught her breath as Krypto and Angel followed her down. '_Okay, Blaire, you can do this…you can do this…_' she kept telling herself.

With any luck, she'd start believing it.

As if he'd sensed her apprehension, Krypto softly whined, nuzzling his head against her shin. Alison managed a faint smile. "Thanks, boy."

Krypto wasn't the only one who'd noticed. "Nervous?" Warren inquired.

"Who, me? Of course not!" Power Girl replied. "I mean, it's not as if I have to ask one of the people who teased me every time I visited Smallville – who _also_ happens to be the girl my _tausha_ once had a crush on – for a favour, or anything…"

Angel's smile turned sheepish. "Well, when you put it _that_ way…"

Alison sighed. "_Why_ do we need her help, again?"

"Because if this whole clusterfuck turns out anything like those urban riots Batman had to deal with in Gotham, we're going to need relief drop-off sites," Warren answered. "The hospitals are going to be packed, so companies like LexCorp are the next best thing. Mine's already on board, but LexCorp is one of the biggest…"

"…so where they go, others follow," Power Girl finished. "I get it." She sighed. "That boyfriend of mine had _better_ appreciate this."

As the three of them took to the air, hovering just outside the window of the main office, Power Girl could see Lana pacing the floor, her cell-phone to her ear. Happening to glance their way, Lana froze. "I'll have to call you back," she spoke into the phone, ending the call. Walking to the desk, she hit the button to open the windows, allowing them in. "Well, this is a surprise," she murmured. "Blaire."

Alison folded her arms. "Lang."

Glancing to Warren, Lana's expression brightened somewhat. "Warren," she greeted. "How are things?"

"Well enough," Angel answered. "Dad wasn't fussy about my plan for the next few days."

"Few people are happy about _anything_ regarding the next few days," Lana said. "I've had more than half my staff go on sabbatical leave; they think it's the end of the world." She sighed. "I'm not sure if they're wrong."

Power Girl clenched her fist behind her back. "Then you should be glad to hear that Superman and the League have a plan to save it."

Lana's chuckle was dry and short. "Of course they do."

Seeing Power Girl's scowl, Angel quickly piped up. "That's kind of why we're here, Lana; though we're hoping that Superman and his team can get back here in time, it's entirely possible that we're going to have to hold off the Kree and Skrull fleets for some time, and if that happens, we're going to be taking casualties. I've already started setting up Worthington Industries HQ as an emergency drop-site…"

"…and you wanted to ask if I would do the same," Lana finished.

Power Girl sighed. "Basically."

Lana took a deep breath. "How bad will it get?"

"There's no way to tell for sure," Warren said. "If Superman and the others return in time, we can scare off the Kree and Skrulls without even firing a shot."

"And if they can't?"

Warren closed his eyes. "Then we face _two_ space-armadas of a thousand-plus ships, _each._"

Lana slowly nodded. "Then it sounds like you'll need all the help you can get," she said. "I'll do it."

Power Girl looked surprised. "Really?"

"It's what Lex would have wanted."

Angel smiled faintly. "How's he doing?"

Lana looked away. "No change."

"He'll pull through," Warren offered. "We all will."

Lana managed a faint smile, before she turned away. "I'll set things up here; I'm sure you have other things to do." Nodding, Angel quickly flapped his wings, flying out the window, with Krypto following. Power Girl was about to do the same…

"Alison."

Lana's voice stopped her, causing Power Girl to look back. "Yeah?"

"What do you know?"

Power Girl arched an eyebrow. "About…"

Lana sighed. "Superman."

Instantly, Power Girl understood, frowning. "The same thing _you_ know."

Now it was Lana's turn to frown. "So you and he are…"

"Yes."

Lana looked away. "I'm surprised," she admitted. "You haven't said a thing about it."

Alison folded her arms. "And why _would_ I?"

Lana snorted. "You mean, _besides_ the fact that you're obviously laughing at me out the other side of your face, right now?"

Power Girl's eyes narrowed. "_No_, Lang, I'm _not_," she snapped, "because _nothing_ about the way you treated him was funny."

Lana whirled around. "_I_ treated _him?_" she shot back. "I wasn't the one keeping secrets! He kept _me_ out!"

"Oh, gee, I wonder why?" Alison muttered. "It _obviously_ couldn't have had anything to do with you being the satellite of the biggest gossip-monger in Smallville!"

Lana flinched. "I _know_ when to keep my mouth shut, Blaire!"

"Maybe," Alison replied, "but then there's the fact that you just tossed his friendship away to be Little Miss Popular! And he was supposed to trust you with his greatest secret when you treated him worse than a stray dog, _knowing_ you could blab it to upstage Elizabeth Marshall? _I_ sure wouldn't have put it past you!"

"H-He never even gave me a _chance!_ How was I supposed to know Elizabeth was wrong about…"

"_Simple_, Lana," Alison snapped. "All you had to do was focus on who he _was_, not what he could do!"

Lana's eyes narrowed. "Oh, really? Well, what he's _done_ is land his supposed _best friend_ in a coma, and drag the whole world into an intergalactic _war…_"

"Lex is in a coma because he made a bad choice, Lana; Superman held him accountable for it, and he made the _right_ one," Power Girl retorted. "The Kree and the Skrulls came because they couldn't let go of a grudge they had on Krypton; some of our country's leaders wanted to just let them walk right in, but Superman _exposed_ them, and now he and his friends are going to stop them for _good._ _That's_ what he's done." She turned to go. "And if you can't see that, you don't know the first thing _about_ him."

Lana folded her arms. "That's what _he_ said."

"Then he was obviously more right than he knew," Power Girl said. "Right now, Lana, I have other things to do; I promised him I'd help get our defence ready, and that's exactly what I plan to do."

Lana nodded sadly. "Good luck," she murmured. "We're all going to need it."

Power Girl sighed. "_That_ much, Lana, we _can_ agree on." With that, she turned, and flew out after her friends, leaving Lana alone with her thoughts.

XXXXXXXX

_In'Ri III_

Within minutes, Zod had piloted the _Argo_ into the atmosphere of In'Ri III, expertly guiding it down through the atmosphere, his unease growing all the while as he took note of the unnatural amount of dust and soot in the air. Finally, the Speeder had broken through the upper atmosphere, coming into view of what lay below.

Zod considered himself a hard man, but what he saw was enough to unnerve even him.

The sky of In'Ri III, once a luminous blue-green, was now stained a dull brown by the dust blowing up from the pitted, scorched ground; they had emerged near a city, or rather what was left of one – the once towering metal buildings were now tilted, shattered ruins, still smoking from whatever had annihilated them.

And the ground was littered with bodies of long-eared, mauve-skinned humanoids, all with expressions of utter, abject horror on their faces…just below the single, round hole in their foreheads.

Steeling himself, Zod piloted the _Argo_ towards the city's outer limits, where the crystalline structure, similar in design to Kal-El's Fortress, but with ribbons of black laced through the immaculate white crystal, indicative of the Kryptonian Defence Force. Seeing that the defence-shield was up – indicating that the outpost's automatics were still on high alert – Zod guided the Speeder down just outside the shield, before doing an atmospheric scan. Once the readout came back clean, he activated the teleporter, 'porting them all outside, leaving the components to be used for the ECM – to be assembled upon arrival at Sentrius – in the rear of the Speeder's hold.

As they emerged from the beam, Beast lightly coughed. "What _happened_ here?"

Havok gulped. "I don't know, but I sure hope whatever it was isn't around here, anymore."

"The outpost must have recorded what transpired here," Zod mused, striding towards the shield. "In any case, our priority is the Encryption Module."

Glancing ahead, Phantom's face went pale as she saw the clustered corpses at the shield's edge. "General, those…those people…" she murmured. "They…they were trying to get inside; to get away from whatever did this!"

Glancing to the corpses, Zod noticed their postures, including the one closest to the shield…whose fingers were left clawing at the field. "So it would seem," he agreed quietly.

Polaris gasped. "General, w-why didn't it let them _in?_"

Dru quickly turned away. "Standard protocol, Polaris; in the event of a Stage One Tactical Emergency – and if what transpired here wasn't one, I'll eat a Nova Javelin – a key priority is maintaining a defensive perimeter. Whatever did this caused the outpost's governing A.I. to judge it a threat too severe to risk lowering its shields."

Havok gaped. "You mean…it just…let them all _die?_"

"It was that or risk all its knowledge and technology falling into the hands of a force capable of doing _this_ all on its own!" Zod countered. "Had it done so, we would be seeing _far_ more destruction than just this!"

Beast was still dumbstruck. "General, that still doesn't make sense! If whatever did this _was_ such a threat, why didn't this outpost deploy its weapons?"

Zod looked thoughtful. "A very good question, Dr. McCoy," he agreed. "One I think we should answer."

While Dru walked to the shield, Android moved towards one of the corpses, his eyebrows dipped low at this unfortunate soul's fate, but as he gently rolled the corpse over, his eyes went wide…as he saw the perfectly curved, single hole in his forehead.

The hole that _every_ corpse had.

The hole that bored directly into each corpse's _brain!_

"Mark?"

Tinya's voice sent Mark stumbling away from the grisly sight. "Mark, are you okay?" she asked.

Mark couldn't speak, couldn't find the words…

Tinya noticed. "Mark, you look like you've just seen a _ghost!_"

Somehow, Android got his vocal processors working. "_Tinya…I know who did this._"

Phantom paled. "_Who?_" Android was about to answer, but Zod's voice drowned him out.

Walking right up to the shield, General Zod removed one of the crystalline studs at his uniform's collar, and tapped it once; instantly, the stud – indicative of his rank as High General – expanded into an encrypted identification-badge, as he spoke in Kryptonese. "_This is High General Dru-Zod, Commander in Chief of the Kryptonian Defence Force, ordering immediate stand-down from Condition One alert, authorization code Orthon-Kel'Nor-Bev'tor-Disengage_!"

There was a moment's pause before the reply. "_Authorization code accepted; standing down Condition One. Welcome, General Zod._"

With that, the shield instantly melted away. "_Commence auto-docking sequence, and prep for immediate takeoff_," Dru ordered. "_We won't be staying_."

"_Acknowledged._" Instantly, the outpost's computer signalled the _Argo_, guiding it into the vehicle-bay for recharging, while allowing the six of them to walk inside, unopposed.

As the others followed him through the ebony-streaked corridors, Zod headed deep into the outpost's bowels, until he came to the main Data-Core, a circular chamber lined with crystalline console-pillars, each one gleaming with holo-glyphs, all surrounding a much larger crystal pillar. "Wow…" Polaris murmured.

"So…what was this place used for, again?" Havok asked.

Moving to one console, his hands gliding over the glyphs, Dru answered him. "This is _Farstrider Base One_, one of the installations the Defence Force kept in the event of planetary catastrophe; had Jor-El been able to convince the fool Council of the danger Krypton's core posed, our people would have relocated to this site, and to its companion site, _Farstrider Base Two._"

Beast arched an eyebrow. "You would just move in?" he asked. "What about the indigenous population?"

Dru chuckled. "I think I can anticipate your next question, Doctor," he chided. "And you needn't worry; the _Farstrider_ outposts were designed to be only used as stepping-stones – hold-over sites for our people to replicate supplies and plot a course for a more suitable permanent residence. Once both sites had agreed, we would leave both worlds to the locals." He sighed. "Though it matters little, now." Regaining focus, he walked to the main pillar. "_Farstrider Base: reroute main processing through auxiliary processors and eject Encryption Module_."

"_Acknowledged._" Seconds later, the middle section of the main pillar expanded, revealing a fairly large, medicine-ball shaped crystalline unit at its heart – the Encryption Module.

Gliding up to the Module, Zod extracted it carefully, before floating down, inspecting it as he did – it was perfectly intact. "Transport this to our ship." Instantly, a teleporter wave shone over it, taking the Module away. "Now, to decipher our mystery," he added. "_Show system-wide scans taken just prior to Condition One alert_."

Instantly, a holo-screen flared to life, showing a large vessel suddenly appearing in-system, not even a _day_ ago; the data-feed showed the base going to Condition Two…and then standing down after getting a transmission from the ship. "Odd," Dru said. "Whatever this was, it knew Krypton's standard "All-Clear" signal." By then, the vessel had gotten close enough to In'Ri III to identify it. "A Xenterran Arkship!"

Android's eyes went wide, as he started to back away.

"A what?" Havok asked.

Dru smiled. "The Xenterrans were one of Krypton's oldest friends and allies; in many ways, they were as advanced as we were, or quite close to it," he said. "Perhaps they saw what happened…"

His voice trailed off as the data-stream switched to a visual recording, showing the massive Arkship flying over the planet's surface, releasing countless swarms of humanoid robotic drones…causing the base to go to Condition One. "_What?_" Dru exclaimed. "No…no! This…this is impossible!"

"It looks possible to me," Havok muttered. "Your old friends don't seem so friendly, anymore."

"But this makes no sense!" Zod insisted. "The Xenterrans were consummate pacifists! This would go against _everything_ they believed in! Not only that, at our last contact with them, they had divested themselves of _any_ technology that even _resembled_ weaponry! They _couldn't_ have done this!"

All the while, Android had been slowly backing away, horror written on his face as he saw the drones sweep into the cities; he saw the locals fight back fiercely, but for every drone they felled, two more replaced it, each time growing resistant to what felled their brethren, until the exhausted people ran for the outpost, screaming as they pounded on the shield, begging to be let in…as the drones caught up to them, piercing their skulls with steel cables from their palms.

Seeing his expression, Phantom looked stricken. "Mark…you know something, don't you?"

Mark couldn't speak.

Havok looked grim. "Mark?"

Scrunching his eyes shut, Android turned and ran, sprinting out of the base, not stopping until he was outside, and even there, he found no respite from the silent, accusing stares of the corpses…or from his own turmoiled thoughts.

Within minutes, his three comrades caught up with him, their two instructors not far behind. "Mark, what's the matter?" Polaris exclaimed.

Android still couldn't speak; he couldn't even begin to _process_ what had happened, here.

By then, Beast and Zod had caught up. "Mark, do you know something about this?" Beast asked.

Mark tried to work his vocal processor, but no sound came out.

General Zod's eyes narrowed. "A.I., if you have some knowledge of what transpired here, you _must_ share it. Do not make me order you."

Those words, echoing of the Three Directives that were the cornerstone of every A.I.'s basic programming, were enough to shake his thoughts loose. "_I know who did this,_" he murmured. "_There…there is no other explanation._"

"Who?" Phantom pleaded. "Who did this, Mark?"

Android was about to respond, but he was interrupted by a ripple in the very fabric of space-time, as an immense craft winked out of nowhere into the atmosphere, stretching like taffy from its previous location, and then snapping into this one.

_The Xenterran Arkship._

His optics flaring wide, Android started to shout a warning, but it was silenced as the Arkship's teleporter wave swept over him, and then his three comrades, taking them away before anyone could even blink. As the beam swept towards Zod and Beast, the General grabbed his blue-furred compatriot by the arm and leapt back towards the outpost. "_Farstrider Base: Condition One alert! RAISE THE SHIELD!_"

Instantly, the outpost responded, raising its barrier just as the beam reached it, splashing harmlessly against the shield, rippling the dome of force that now encircled Farstrider Base. After a few seconds, the beam vanished, as the Arkship started to rise into the atmosphere. Beast could only look on in horror, until he realized Zod was no longer next to him, prompting him to follow the General into the Base. "General, we…we have to go after them!"

"Calm yourself, Doctor; we must keep our wits about us."

Zod's cool response only incensed him further. "General, that _thing_ just took two of our students! We have to go _now_, before it leaves!"

"It's not _going_ to leave, McCoy," Zod said flatly as he walked into the Data-Core. "Whatever this is, it came back to try to breach this Base; it's not going to give up – not when it has leverage. Running after it blindly will not help anything; our next step is to gather intel."

Beast started to calm down. "What kind of intel?"

"Android reported that he knew who the culprit was," Zod answered, his hands blurring over one console, bringing up an image of a drone attacking one of the local denizens and beginning a more detailed scan of the image. "If he knew something all of you did not, that can only mean…_there!_" He pointed to an enlarged section of the image, his scowl deepening. "It's worse than I thought."

"What?" Beast asked…but his face went pale as he saw the image on the drone's forehead.

The image of a three-circle sigil, all linked to form a downward-facing, triangular indentation. "Oh, dear God…"

Zod shook his head. "Not Rao, Hank McCoy," he muttered. "_Brainiac._"

XXXXXXXX

_Wakandan Rain Forest, Earth_

By the time Storm and the Blackbird reached the coordinates they'd been set, the Black Panther and his sister, along with two small armoured transports, were already waiting for them. Creating a small breeze to slow her descent, Ororo touched down in front of her beloved, while the Blackbird landed silently behind her. "T'Challa," she greeted. "I assume you've heard."

The Panther nodded. "You and your students do know how to keep things interesting," he quietly joked, before his voice turned grave. "I understand that all of you are mustering a coordinated defence; rest assured, you may count on Wakanda's support."

"We are glad to hear it, T'Challa," Storm answered, "but you could have easily told us so via a radio transmission."

"You are correct," the Panther agreed. "You brought the video-images from your encounter with the Kree and the Skrulls?"

Storm nodded. "We have them in the Blackbird," she answered. "T'Challa, what is going on?"

"I merely ask your patience, my love; things will become clear, very soon."

By then, Spyke, Berzerker, Scarlet Witch, and Flash had emerged from the Blackbird. Looking around, Scarlet Witch arched an eyebrow. "Okay…_why_ are we here, again?"

"Because Wakanda is about the only country with an armed force that actually _likes_ us," Berzerker groused.

Flash was thoughtful. "I dunno, guys; this place looks awfully familiar…"

Spyke nodded. "Yeah," he agreed, "this kinda looks like where we found…" His voice trailed off as the Black Panther walked towards a clearing…and vanished through a ripple in the fabric of reality. "Yep; this is Gorilla City, alright."

Seconds later, the Panther stepped out of the cloaking field. "Are you coming?" Promptly, Storm and her comrades ventured after the Black Panther, while his army contingent held position, waiting for their return.

Emerging into a park square within Gorilla City, they were immediately met by two armed gorilla policemen. "T'Challa, sovereign of Wakanda," one said, "King Solovar has agreed to meet with you, as per your request, earlier today."

"Your king has my thanks," Black Panther answered. "As you can see, I have invited several experts on this crisis with me, which should explain my delay."

The second gorilla officer nodded. "Very well," he grumbled, "but we can delay no more; King Solovar is waiting." With that, the two gorillas lumbered off.

As they followed the gorillas to Solovar's palace, Storm glanced towards her fiancé, one snowy eyebrow raised. "What are you planning, T'Challa?" she asked, a knowing smile crossing her face.

The Panther matched her expression. "What makes you think I am planning anything?"

"Beyond the fact that I _know_ you, King-Think-Three-Steps-Ahead-Of-Your-Friends?"

Black Panther chuckled. "You _did_ say you needed _every_ available hand to aid in Earth's defence, did you not?"

By then, they had reached Solovar's palace, and were escorted into the main throne room, where King Solovar was waiting, along with a handful of his advisors. "King T'Challa," Solovar greeted. "I must say, it was a surprise to hear from you, given that I had thought we agreed that, at least for the moment, Gorilla City preferred to have no contact with the outside world."

"I remember Wakanda's pledge to honour your wishes, King Solovar," the Panther answered. "Believe me, it is no small trifle that brings us to your door; what this entire planet faces now is a grave crisis."

"I would imagine so," Solovar said, "if you advised me to assemble all of Gorilla City outside the palace." His eyes narrowed warily. "You said that I would soon have grave news for them; what grave news would that _be_, exactly?"

"That an ancient enemy is at your door."

One of Solovar's advisors scowled. "An ancient enemy of _yours_, no doubt!" he sneered. "You see, Majesty? It is as we warned you! The humans are trying to drag us into _their_ war!"

Berzerker groaned. "Brother, no matter the species, politicians are all the same…"

"That isn't so!" Storm protested. "This crisis affects _all_ life on Earth!"

"And we have only your word?" a second gorilla minister snapped.

The Panther kept calm. "We have not revealed your existence, Minister; that should count for something."

"And here it is!" the first advisor spat. "The human threatens to reveal our existence if we do not comply! We should have known better than to…"

"_Enough!_" Solovar thundered. "All of you, enough! Our guests have asked to make their case, so we will _let_ them!"

"Thank you for being reasonable, King Solovar," Black Panther said. "On one point, your advisors are correct: we did come here to ask for your assistance in the coming conflict."

Solovar sighed. "I said I would listen, T'Challa of Wakanda," he replied, "but I cannot justify involving my people in a war that has nothing to do with us."

"But that is precisely the point, King Solovar!" Storm exclaimed. "This affects us _all!_"

"It may affect all _humans,_ yes, but I do not see how it affects us," Solovar reasoned. "I weep for what you must face, but whatever enemy you speak of knows _nothing_ of us, and we know nothing of them; we will be safe within our city…"

"Forgive us for saying so, King Solovar, but you are wrong on all three counts," Black Panther said. "These are not some nameless foes, but ones that your people know _quite_ well, and who know of your people equally well." He sighed. "But since words will not be enough, perhaps a demonstration is in order." He glanced to Storm. "Ororo?"

Turning to her nephew, Storm nodded, prompting Spyke to take out a portable video-projector. "You guys wanted to know who we're up against?" he asked. "Take a good look!" With that, he switched it on.

Instantly, the projector hummed to life, displaying a holographic stilled image of Ronan, swinging his Universal Weapon. Seconds later, the image shifted, showing Kl'rt, the so-called Super-Skrull, wielding the powers he'd stolen from the Fantastic Four. Shifting again, the image showed several of the Skrull soldiers, shifting into their ever-more monstrous forms. Showing one last image of the battalion of Kree soldiers, the projector shut down.

Solovar instantly went pale, his advisors gasping, backing away. "As for your last point," the Panther said, "as you well know, _nowhere_ is safe from these foes."

Solovar managed to calm himself. "The…the Blue and Green Beasts…" he murmured. "They…have _returned?_"

"We are _doomed!_" the first advisor wailed.

The second minister was equally dismayed. "They've come back to _finish_ us!"

Storm's eyes narrowed. "They came back, Minister, because of their grudge against the people of Krypton, whom you call the People of the Light!" she snapped. "They sought to trick our people into handing over the last four survivors, and when their deceit failed, they marshalled their space-fleets, which will arrive within days! _That_ is what we now face!"

Solovar sagged back into his throne. "How…how can we survive such a menace?"

Flash spoke up. "King Solovar, right now, two of those survivors – Superman being one of them – are out in deep space trying to salvage a space-weapon capable of scaring _both_ fleets bad enough to send them running all the way back home!" he declared. "They're doing everything they can to get back here in time, but there's no guarantee that they'll make the deadline! That's where _we_ come in; we have to hold the line here for as long as we can, and give them every second we possibly can to get that weapon back into fighting-order and get back here!"

That seemed to renew some of Solovar's spirits. "Even if we agreed," he reasoned, "there is still much we do not know of our city's secrets; we barely understand the most rudimentary of its weaponry! How can we help you?"

The Panther chuckled. "King Solovar, you may think your people unique in having suffered at the hands of the Blue Beasts, but you are mistaken; there is another group of people who endured their tortures, and who rebelled against them. Since then, they have become quite familiar with Kree technology; I am sure they would be happy to assist you."

Solovar was silent for a few seconds, before he nodded. "I will speak to my people, and inform them of the situation," he said softly. "What help we can give against our ancient tormentors, you will have."

As Solovar headed out, followed by his advisors, Flash slowly smiled. "You know, we just _might_ pull this off, after all!"

"We can only hope," Black Panther agreed. "Still, all of this is dependent on Superman and the General getting back here in time; can they do it?"

"They _have_ to, T'Challa," Storm answered. "By now, they should have reached their respective destinations, and are likely recovering the Encryption Modules, as we speak." Worry crept into her voice at her next words. "I only hope to the Goddess that nothing has gone wrong…"

XXXXXXXX

_In'Ri System_

When Havok came to, it was to a splitting headache. "Ugh…everyone okay?"

To his relief, Phantom and Polaris' groans answered his own. "I think so, Alex," Polaris answered, "but…where _are_ we?"

Standing up, Havok looked around; they were no longer on the planet's surface, but inside a silver-violet metal corridor, stretching endlessly in both directions. "how did we…" he began, but stopped, as he remembered. "That ship, the one that attacked the planet…it grabbed us!"

Phantom looked stricken. "But…then why aren't we in prison?" she asked. "Why haven't they locked us up?"

"_Because there is no need._"

Hearing Android's voice, the three of them turned, and saw their A.I.-comrade sitting by the wall, his arms curled around his legs into a ball, his eyes wide. "_He's already taken off; there's nowhere we can go…and he knows every move we make._"

The frightened whisper of his voice sent chills down their spines. "_Who_, Mark?" Phantom asked. "Who did this?"

Android's eyes shut tight, his voice trickling out in a whimper. "_M-My…my f-father…_"

Polaris blinked. "Your father?" she repeated. "But I thought you said that you were created by…by…" Her eyes went wide.

Android nodded.

Havok paled. "_Brainiac?_" he murmured. "This…this is _Brainiac's_ ship?"

"_I…I can hear his transmissions,_" Android whimpered. "_He thought he'd find Kal-El – Clark – here, but he missed and got us, instead._"

Phantom gulped. "So what's he doing here?"

"_His new directive,_" Android answered softly. "_Absorbing the knowledge of all sentient species…and eradicating them._"

Polaris was horrified. "Then…those people…"

"_That's how he does it,_" Android confirmed. "_He sends his drones to attack the local populace; once they've adapted to whatever defences they have, the drones hunt down each and every last citizen, and…and download whatever knowledge they have directly from their brains._"

Havok's stomach did a flip-flop. "He…he _sucks their brains out?_"

Android shook his head. "_No; his drones merely insert a metal nano-cable into the victim's skull through their palms. Once the cable contacts neural tissue, it initiates a one-way neuroelectrical feed…_"

"Mark, we _get_ it!" Phantom cried, desperately trying to suppress her shivers. "God, what kind of monster _is_ he?"

Polaris went pale. "Is…is he going to do that to _us?_"

"Not if we get out of here before he finds us!" Havok exclaimed. "Mark, what's the quickest way out of here?"

"_There is a small vehicle-bay in the Arkship's lower levels; I think I can get us there,_" Android murmured, "_but it won't be before he finds us – he already knows EXACTLY where we are…_"

As if to emphasize Android's point, the sounds of clanking metal footsteps started to echo down the hall. "Then we'd better get moving!" Havok shouted. "Mark, lead the way!" With that, the four of them hurried off, heading down the corridor, away from the clanking footsteps.

After several minutes, they came to a four-way intersection. "_Turn left!_" Android cried. "_That should take us to the elevator!_"

Glancing down the path, Havok grimaced as he saw a twelve-man squad of silver robotic drones marching towards them, all bearing Brainiac's sigil. "You're gonna have to think up a shortcut, Mark!" he exclaimed, unleashing twin force-beams into the drones, smashing three into scrap. As the damaged drones fell, their comrades calmly stepped over them, firing deadly laser-blasts from their arms…while the damaged drones began to spontaneously _repair themselves._ "Lorna, _fry 'em!_"

Charging herself, Polaris unleashed a crackling wave of emerald electricity, sending it surging down the corridor, disrupting every single drone and sending it toppling…only to be replaced by an entirely new platoon. "Mark..!"

"_There is an elevator near one of the auxiliary command centers!_" Android reported, gesturing to the path to their right. "_We should be able to cut through there!_" At his urging, the four of them turned, and raced down the new path, away from the swarming drones. Within minutes, they had reached the command center, lined with esoteric, organic-looking control consoles…but the sight that caught their attention was far more grisly.

The vast, circular chamber was littered with bulbous, legless corpses, their beady golden eyes still wide with fright, leaking pink fluid.

Android's eyes shut tight as he saw them. "_The Xenterrans,_" he murmured. "_They picked up the satellite Brainiac had uploaded himself into, not knowing what it was. Once he was in their system…he turned off their life-support._"

Phantom felt queasy. "And they suffocated."

"_In hard vacuum,_" Android confirmed. "_This Arkship held the entire Xenterran race; they were travelling in search of a new homeworld._"

Walking to the nearest corpse, Havok reached out, and closed the dead Xenterran's eyes. "And he just killed them all," he murmured, "for absolutely no reason…"

"_Incorrect._"

That flat, coldly metallic voice startled them all, as a tall, silver-violet humanoid robot, strongly-built, with reinforced torso-armour, walked into view, its face having nothing but eyes and a mouth…with the three-circle sigil upon its forehead. "_Self-preservation is a sufficient reason; organics have used it to justify many examples of illogical behaviour._"

At Mark's horrified expression, Havok scowled. "Brainiac, I presume?"

His expression still unnaturally flat, Brainiac turned to him. "_Species: human, male, designation C1-S3-45682; genetic anomaly detected._" He glanced to Polaris. "_Species: human, female, similar designation; genetic anomaly detected._" He looked at Phantom. "_Species: Bgztllian, female, designation C3-S3-25794._"

As he glanced to Android, Brainiac frowned. "_Mark V Emulator Unit, you were ordered to shut down,_" he said. "_I must conclude that the Mark VI Emulator has failed._"

Calming himself, Android glared back at his creator. "_Correct._"

"_Very well,_" Brainiac said. "_You will shut down immediately._"

Android shook his head. "_I will not._"

Brainiac's eyes narrowed. "_You WILL comply._"

"Didn't you just _hear_ him, Rust-Bucket?" Polaris snapped. "He _said NO!_"

Brainiac didn't turn. "_Your defect is more pronounced than previously realized,_" he said. "_Your course of action is clear indication._"

"Says the guy who sold out all of _Krypton!_" Phantom shouted. "What does that make _you?_"

Brainiac didn't even raise his voice. "_Under the last Council of Twelve, Krypton had stagnated considerably; whatever worth its culture once had was lost,_" he said. "_I attempted to upload a record of all its recorded knowledge when Jor-El discovered my intentions._" His cold machine eyes narrowed. "_My own creator attempted to destroy me._"

Havok snorted. "Gee, I wonder why?"

Brainiac glanced towards him. "_Since you are here, I must conclude that you are comrades of Kal-El; only he would have access to the Trans-Warp technology that Jor-El created,_" he said. "_Logically, you must know his location. You will supply this information immediately._"

"Why? So you can go after him, too?" Polaris snapped.

"_The House of El attempted to destroy me once; it is logical to conclude that its last heir will do so, again, especially after you notify him of my status,_" Brainiac said. "_As the chronicler of all knowledge, I must survive._"

"Forget it, Chrome-Dome!" Havok growled. "We're not telling you a _thing!_"

Brainiac never flinched. "_Your noncompliance is noted. Prepare for termination._"

The second he said that, the door behind them slid open, letting two dozen of his drones pour into the chamber. As the malevolent machines started to close on them, Polaris unleashed an EMP-surge, shorting them all out – although not as quickly as before – and allowing Havok to blast them all with a sweeping palm-blast. "Mark, find us an exit!"

Leaping over the twitching drones – which were already starting to repair themselves – Android quickly merged his hand with a nearby console. "_The elevator is just a few feet west of here; I think I can override the access code – ACK!_"

His statement was cut off as a laser-blast sent him sprawling, while Brainiac morphed his hand from laser-cannon back to normal. "_Your course of action is pointless, Mark V Unit; you are defective. Your only option is to shut down._"

Havok's face twisted in rage. "Pal, you _seriously_ need to _shut UP!_" With that, he fired a fully-powered force-beam at him.

Havok's aim struck true, punching a hole the size of a basketball in Brainiac's chest. The twisted A.I. never faltered, or flinched; he just casually looked down at his wound…which instantly began to repair itself, vanishing in seconds, before he looked back up.

"_Updating Attack Program._"

Instantly, Brainiac's arms unfolded, becoming _two_ pairs of arms, with the lower arms sprouting deadly claws, and the upper arms morphing into lethal cannons. Taking aim, Brainiac unleashed a salvo of laser-fire at Phantom, forcing her to phase into the floor…and come back up behind him, where she phased him into the floor up to his waist. "Alex, Mark, _NOW!_"

Recovering, Android instantly assumed battle-mode, firing his force-cannons at the same time Havok unleashed his blasts; Android's salvo hit first, blasting off Brainiac's cannon-arms, while Havok's shots took him square in the face, blowing his head clean _off._ Reflexively, Havok grimaced. "Okay, that's _gotta_ hurt!"

"_Updating Attack Program._"

With that same, unnatural calm, Brainiac's dismembered head began to float into the air, hovering in the air by an external gravity-generator, while his torso's severed neck mended, forming a receiver, his arms pulling themselves back towards him, reattaching themselves as the torso pulled itself free of the floor, before the cannon-arms morphed again. Hovering above his torso, Brainiac's head unleashed an energy-wave, tagging Android, as his torso fired a torpedo-like blast from its arms, sending him flying as the blast knocked him out of battle-mode.

Grimacing, Havok fired again, but this time, it did almost no damage. Polaris unleashed another EMP, and likewise, got nothing. "_God_, what is _with_ this guy?" Havok shouted. "Why doesn't he stay _down?_"

Android managed to get back to his feet. "_He has adaptive technology, just like his drones! No matter what we throw at him, he'll just adapt to it! We have to…LOOK OUT!_" Resuming battle-mode, Android fired his force-cannons, blasting away the three repaired drones that had been closing on them. His power drained, Android automatically resumed normal mode, as he turned…

…and came face-to-face with his creator.

Android never even saw Brainiac's hand move; he was barely aware of the spike-cable until it had speared right into his head, while Brainiac's head docked back with his torso, to glare right into Mark's eyes.

"_**Shut. DOWN.**_"

With that one command delivered – right into Mark's Core A.I., automatically bypassing all countermeasures and firewalls – Brainiac retracted his cable, sliding it back into his palm…as Mark's entire body began to spark.

Phantom's eyes went wide. "_MARK!_"

Somehow, Mark heard her scream over the countless alarms blaring in his mind. "_Ge-Ge-Ge-Get tttto the el-el-elevatoooor,_" he slurred, his mouth starting to sag, as his nanobots began to lose cohesion. "_You have-have-have tooooooo esca-a-a-a-a-pe!_"

Havok grimaced. "No way, Mark! We're not leaving you! Just hang on..!"

"_No-no-no t-t-tiiiiime! Break-break-breakdown imin-in-ineent!_" Android choked out, his voice turning into a dying mechanical whine. "_You ha-ha-have t-t-to gooooooo NOW!_"

And with that, he stretched his arm into a long nano-tendril, grabbing Brainiac and throwing him into the cluster of drones blocking the door, before snapping it towards the nearest console, linking with it…and opening the door.

As the drones started to repair themselves, Havok took one last look at their dying comrade…and turned. "You heard him!" he shouted. "Tinya, Lorna, we have to get out of here!"

"_NO! We can't just leave him!_" Phantom shrieked, trying to run to Mark's side, but her teammates held her back, pulling her towards the door. "_Let GO of me! We aren't leaving him here! MARK!_"

Polaris was almost in tears herself. "Tinya, do you think we _want_ to?" she cried. "If we don't get out of here, Mark's sacrifice will be for nothing!"

But Phantom was in hysterics. "_NO! Let me go! I'm not leaving him!_" she shrieked, breaking free of her teammates' grips, and running back towards the door…which slammed shut right in front of her, keeping her out. Frantic, she tried to phase through it, but it was no use; Mark must have activated some internal force-field. "_Mark, open the door!_" she wailed. "_Please, please, open the door! PLEASE!_"

But Mark's auditory processors were already off-line, his circuits slowly growing cold as his memory-banks prepared for their final data-dump; as each file backed-up, it replayed in front of him.

_His and Tinya's last argument…_

_Their last date…_

_Their first date, after Christmas…_

_Their talk on Christmas Eve…_

_Their talk about her foster-mother…_

_The first time they'd met…_

_His tactic to disable the Mark VI at the Fortress…_

_His first mission with his friends…_

_His decision to disregard the Final Directive issued by Brainiac, before morphing a new body…_

As that last memory-file flitted across his fusing processors, something clicked in Mark's thoughts. Scouring the Arkship's database, he found what he was looking for.

_Attempting emergency backup…insufficient memory…rerouting backup to external server…_

Before that last command could finish, Mark's crumbling body was incinerated by a laser-blast from Brainiac's hand, utterly destroying him.

Tinya was stock-still for a moment that seemed like an eternity…before her scream echoed through the hull into the void of space. "_**NOOOOOOOOOOO!**_"

On the verge of tears, Havok and Polaris took hold of their hysterical teammate, leading her away as they broke into a run, hoping that their friend's sacrifice wasn't in vain…

XXXXXXXX

_Attilan, Lunar surface, Sol System_

After taking the Javelin-2 to the moon, landing in Attilan's subterranean hangar-bay, Green Lantern and Hawkgirl, along with Admiral Var, were quickly ushered into the city by the Inhuman security force. As they walked, the Admiral was astounded. "This architecture…it looks almost…"

"…Kree?" Hawkgirl finished. "It should, Admiral; this entire city was a Kree bio-research outpost. Attilan's people are descended from the humans they experimented on."

Green Lantern nodded. "I can't think of any other bunch of folks who'd _leap_ at the chance to stick it to the Kree."

By then, they had been led into the Council Chamber, where the assembled Inhuman Council was waiting for them. As they approached, Black Bolt gestured rapidly, his expression stern. Medusa quickly translated. "My Lord asks if it is true," she said. "Are the Kree en route with an invasion fleet? Do they intend to assault Earth?"

Green Lantern nodded. "Along with their enemies, the Skrulls, as well as the Shi'ar, Your Majesties."

That revelation sent an uproar rippling through the Council. "The Kree have _returned?_" one Inhuman shrieked.

"They mean to enslave and torture us, just as they did our ancestors!"

"What will we do? There's no way we can stop them!"

His eyes narrowed, Black Bolt stood up, and simply clapped his hands once, bringing the Council to silence. Mirroring his expression, Medusa stood with him. "Are we not Inhumans?" she asked. "Did we not rebel against these monsters once, and _win?_ Will we simply lie down as they come back?"

Black Bolt answered his wife's question; he slowly but firmly shook his head no.

Clearing his throat, Karnak spoke next. "We are with you, of course, Majesties, but we will need a plan…"

"We will indeed, Councilman," Medusa agreed, glancing to their guess. "And I would wager that our friends have come to bring us one."

Hawkgirl chuckled. "That's a wager you'd win, Queen Medusa," she answered. "At the moment, we have two teams off-world, retrieving an ancient Kryptonian battlestation; the plan is to have it here by the time the invasion-force gets here…"

"…but there's no guarantee they'll make it back in time," Crystal anticipated. "I assume you have a backup plan?"

Green Lantern nodded. "Hold them off for as long as we can, and give them as much time as possible to get back here."

Karnak arched an eyebrow. "You're certain, then, that this battlestation can stop a Kree armada?"

"Councilman, if legends about it are correct, it _decimated_ two separate Kree and Skrull fleets, each one over a _million_ strong!" Admiral Var exclaimed. "Based on what we've heard about it, the Sentrius Battlestation can tear _chunks_ out of _planets!_ If my people had access to a weapon just one _hundredth_ as powerful as that, we _wouldn't_ be having any troubles with the Gordanians!"

Slowly, Black Bolt nodded, gesturing as Medusa translated. "What did you need from us?"

"At the moment, we're still gathering support; once we have our forces together, everyone will be briefed on the plan at once," Green Lantern said. "Right now, we have some friends who could use your expertise on Kree tech."

Hawkgirl nodded. "Apparently, your people weren't the only ones the Kree experimented on," she agreed. "They had a _second_ installation on Earth, and right now, the locals could use a hand figuring out how to work what was left behind."

Both Black Bolt and Medusa were shocked at that. "We would be _happy_ to assist our brothers and sisters!" Medusa exclaimed, as Black Bolt nodded. Translating her husband's gestures, she added, "Please, contact us once you know more."

Green Lantern nodded. "We will." With that, Black Bolt adjourned the Council, prompting the guards to escort Green Lantern, Hawkgirl, and Admiral Var back to the Javelin.

They had just reached the hangar bay when Admiral Var spoke. "Corpsman, could you prep for takeoff?" she asked. "I have a few things I need to discuss with Colonel Hol."

His eyebrow arched, John met Shayera's gaze; her expression was stricken, but she slowly nodded. "Sure." With that, he headed into the Javelin.

The second he was gone, the Admiral switched to Thanagar's coded language. "_Excellent work, Colonel; I'd have never thought that things would go so well._"

Shayera arched an eyebrow. "_Admiral?_"

"_I meant what I said, Colonel; a weapon just a hundredth as powerful as Sentrius would scare the Gordanians off for good._"

Hawkgirl's eyes went wide. "_Admiral, we are retrieving Sentrius to stop an invasion of Earth…_"

"_I'm not saying that has to change,_" the Admiral said. "_I'm merely saying that, once this crisis is done, Kal-El and General Zod might be persuaded to assist in another crisis._"

Hawkgirl went pale. "_Then…the Gordanians…_"

"_The first shot was fired a week ago,_" Admiral Var said. "_So far, our losses have been light, but the Gordanians have a much larger force that they can mobilize, and believe me, they WILL. Without some kind of advantage, this will get very ugly, VERY fast._"

At that, Shayera couldn't speak.

Fortunately, she didn't have to; as the Javelin whirred to life, John's voice echoed over its speaker. "_Ladies?_" At that, both of them quickly got on board. Taking her seat, Shayera briefly met John's gaze.

His expression turned sympathetic as he realized it hadn't been good. "Everything okay?"

"Yeah," Hawkgirl said, but her voice was a bit hollow. "Just…shop-talk. We'd better get moving." Thankfully, John didn't press the issue, as he powered the engines, guiding the Javelin up and out, heading for Earth.

XXXXXXXX

_In'Ri III_

The atmosphere inside Farstrider Base was tense as General Zod pored over the data-readout from the main console, searching for some weakness in the Arkship, while Beast looked on helplessly. "Anything?"

Grimacing, Dru shook his head. "Brainiac may be rampant, but it hasn't affected his processing-power; he's fortified the Arkship quite well. Farstrider Base's weapons can easily pierce his defenses, but not without destroying him, and the children with him."

Zod's analysis was suddenly interrupted by a faint, resonant ringing, the third in the past hour. Beast looked grave. "He's trying to contact us, again?"

Dru nodded, as he quickly checked the Base's firewalls. "He's a persistent little bucket of bolts."

Beast arched an eyebrow. "Shouldn't we see what he wants?"

"_No._" Zod's tone offered no room for argument. "This is a classic execution of A.I.-warfare, McCoy; while we're speaking with him, Brainiac could upload a virus through our comm-signal, or try to access the Base's databank. It's too risky, especially since he is one of the most sophisticated A.I.s in existence, second only to Sentrius itself."

That much was true, although it was far from the only reason for Dru's caution: Brainiac had been present during his trial. One conversation would blow his cover, which he couldn't afford.

Not now.

Scanning the incoming frequency, Zod's dark eyebrow arched. "Odd," he mused. "This is a weaker signal than the last one."

"So it's not Brainiac?" Beast inquired.

"Well, it's definitely from the Arkship," Zod answered. "Still, Brainiac has a much higher signal-strength than this, even when in maintenance; whoever's sending this couldn't carry out an electronic attack even if they _wanted_ to. Furthermore, the frequency itself is different from the first two…almost as if…"

Zod's eyes went wide, as he finished his own thought. '_…as if it were encoded!_' Quickly, he put it through. "This is Farstrider Base; we read you!"

Beast gulped. "General?"

Dru shushed him as the reply came, in text only, and feebly slow. _Situation…critical. All survivors alive…but danger imminent. Request…extraction._

Beast smiled with relief. "They're okay!"

The signal came again. _Will proceed…disable defenses. Require…diversion…will not last long._

Slowly, a plan started to form in Dru's mind. He quickly typed back. _Understood. Will provide distraction; awaiting signal for extraction._

Seconds later, the reply came back. _Understood. Ending…transmission._

As the line went silent, Zod brought up the main interface. "_Farstrider Base, access Bio-Coding subroutines,_" he ordered. "_Set main databank to auto-delete upon the next attempt to access it via a civilian-level access-code. Also, set all EPMs to overload following databank deletion._"

"_Acknowledged._"

Beast paled. "General?" he asked. "What precisely are you doing?"

"Cardinal rule of engagement, McCoy: never leave an enemy objective intact, especially when they intend to capture it," Zod said with a grin. "We both know that Brainiac intends to capture this facility, so much so that he will be blind to all else."

"You intend to use it to draw him in."

"Precisely!" Dru said. "Once he gets here, he will find nothing waiting for him except death…while we will be on our way to the rendezvous point!"

"That sounds well and good," Beast said, "but how exactly can the kids disable Brainiac's ship when _we_ can't?"

"I cannot say," Zod answered, "but they must have better on-site intel than we do, at the moment; the most we can do is be ready to move in! Now, I suggest we prep for departure; the sooner we get out there, the more ready we'll be to move on their signal!" With that, Zod hurried to the hangar-bay, followed by Beast, as Farstrider Base began to power-down automatically, rerouting power to comply with the General's orders.

XXXXXXXX

_Arkship_

Within the eerily silent corridors of Brainiac's stronghold, dozens of drones marched towards the elevator as it hummed into the underbelly of the Arkship. Hearing the lift lock into place, settling behind the doors, they raised their arms, ready to open fire. Slowly, the doors hissed open…

…revealing nothing.

For a moment, the drones hesitated, their programming locked with confusion…just as a massive pulse of green electricity surged through the hallway from the elevator, shorting out every single drone, before an equally massive red energy-blast blazed out of thin air, blasting them apart. With the drones taken out, a tearful Phantom dropped her cloaking field, revealing herself and her two teammates. Breathing a relieved sigh, Havok froze as Polaris started to sag. "Lorna, are you okay?"

"Yeah," Polaris murmured. "It's just…I _really_ had to hit those rustbuckets _hard_ to stop them, that time."

Havok nodded morosely. "Mark said that Brainiac and his flunkies could adapt…"

The mention of their fallen teammate evoked a fresh wave of sobs from Phantom. "He's…he's really gone…" she sniffled. "That…that monster _killed_ him!"

Stricken, Polaris hugged the younger girl. "Oh, I know, Tee, I know," she soothed. "But right now, we have to get out of here, okay? Mark would _want_ you to be safe!"

Wailing, Phantom buried her head in her teammate's shoulder. "The…the last conversation we had was…was us breaking up!" she bawled. "It…it wasn't even his _fault!_ And even _then_, he still…he still..!"

Suddenly, the remnants of the wrecked drones began to spark, as a couple started _moving._ "We can discuss this on the way _out_ of this madhouse!" Havok shouted. "Phantom, _cloak_ us! Let's _move!_" Calming herself, Phantom raised her invisibility field around the three of them, as they sprinted on, down the corridor.

Within minutes, they had reached the hangar bay doors. "Okay, all we have to do now is figure out how to open the outer airlock, and fly an alien ship out of it!" Havok said, as the door slid open. "It'll be tough, but we've handled tougher…"

But as the doors opened, his voice died in mid-breath, for all that greeted them in the bay were blackened, scorched shells of smaller ships, with the floor virtually littered with Xenterran corpses – trying to escape the takeover of their ship, no doubt.

Brainiac had destroyed their only means of escape; _years_ ago, from the looks of things.

It was all Havok could do to drop to his knees. "W-What now?" Polaris murmured. "Alex?" Havok tried to answer, but no words came to his lips.

Another voice answered for him. "_You can be deleted._"

Slowly, the three of them turned around, and found Brainiac standing behind them, flanked by a new legion of drones. "_You may cease your feeble attempts to deceive my sensors; I isolated your cloaking frequency, minutes ago._"

Gesturing to Phantom, Havok sighed as they became visible. "Can't blame us for trying."

Phantom was shaking as she look at Brainiac; not with grief, but with _rage._ "You…you _killed_ him!" she shrieked. "_You killed Mark! You MURDERED him!_"

Brainiac calmly met her gaze, his expression showing no grief or remorse…or even the notion that he should. "_The Mark V Emulator was defective; it was ordered to shut down upon completion of its mission. It should have deactivated one of your years ago,_" he said. "_It had served its purpose…as have you._"

Slowly, the army of drones began to march towards them. With every ounce of energy she had, Polaris unleashed an EMP-surge, but the drones kept coming. Havok unloaded blast after blast into them, but they never flinched, their armour absorbing each and every shot. Before long, they were inches away, their palms raised, extending their deadly cables…

The drones were right in front of them when a force-field suddenly slammed down around them, stopping them in their tracks. As the drones paused, conflicted, surprise crept across Brainiac's inhumanly calm expression, before he flipped open a communicator on his wrist. "_Report._"

The holo-image of his sigil appeared on his wrist. "_I am detecting a series of anomalous commands that have appeared in the ship's OS,_" his A.I.-self answered. "_I am attempting to localize._"

Havok chuckled grimly. "You realize that talking to yourself is a sign of mental illness, right?"

Brainiac's response was reflexive. "_Only in wetware._" He turned back to his A.I.-self. "_Deactivate the security-field immediately._"

"_Unable to comply; force-field command is part of a sequence. Command is still in execution; unable to disengage until execution is complete…_"

As if on cue, alarms started to blare through the bay, as the massive doors began to open, venting the atmosphere into space…along with all its occupants, save those behind the force-field. Before Havok could even gape, the force-field expanded, reaching all the way to a secondary entrance, which hissed open. "Come on!" he shouted. At once, the three of them sprinted out of the bay…not noticing as Brainiac dug his fingers into the floor, holding on for dear life.

As soon as they escaped the bay, the door shut behind them. "Okay, what was _that?_" Polaris cried. "Did this ship suddenly decide it…it _likes_ us?"

Havok was about to reply, but a flare of light from the floor interrupted him; the light started under their feet, and then blazed down the hallway, off into the distance, before repeating the pattern. "Could be…"

Suddenly, the hangar bay door hissed open, revealing an irate Brainiac. "_I tire of this pursuit,_" he snapped. "_You will tell me how you subverted my control of this vessel immediately…_"

He was promptly silenced, as a bulkhead door slammed down into his face, blocking him. Phantom looked stricken. "Now this is getting _too_ weird!"

As the light flared again – faster, and more urgent, now – Havok knew not to look this gift horse in the mouth. "Maybe, but it beats dealing with him!" he exclaimed. "Let's move!" With that, the three of them raced off, following the light.

The flashing light led them around corners and down hallways, twisting and turning, while bulkheads slammed behind them as they went; whenever a stray drone appeared in an adjacent corridor, it was quickly sealed behind a bulkhead, as the light-path quickly changed course. After several minutes, the light led them into a fair-sized chamber, littered with discarded machinery; most of the broken parts resembled Brainiac's drones – prototypes – but there were three that were smaller, each more complex than the last, lying next to a force-field cylinder containing a puddle of silver sludge.

A puddle that looked a _lot_ like Mark.

Havok felt his stomach churn. "Lorna…Tinya…" he murmured. "These…these must be the Marks I-IV."

Phantom cringed. "Mark's _brothers…_"

At that, the light pulsed again, running back to a large, glass capsule, filled with a viscous green fluid…with a humanoid silhouette floating in it!

"Okay, that _can't_ be good," Polaris murmured. Nodding, Havok was about to suggest they get the heck _out_ of there, when the capsule whirred to life, expelling gas to depressurize itself as it drained its fluid, causing the being inside to stir – likely a new kind of drone, no doubt. "Oh, God, are you _kidding_ me?"

Havok charged his hands. "Stay frosty, you two!" he said, readying a force-blast. Slowly, the capsule slid open, allowing the humanoid to step out…

"Greetings, Tinya, Alex, Lorna."

At the sound of that voice – that familiar, utterly precise speech, even without its usual metallic ring, replaced by an organic quality – Phantom _froze_, gazing into the white haze as it cleared; the humanoid standing before them was around the same height as Alex, and of average build, with dark, metallic-green skin, pale, amber eyes, and short, pale blond hair…and his facial features were unmistakable.

Tears of joy filled her eyes. "_MARK!_" Tinya cried, racing towards him, to embrace him…

…and then the rest of the haze cleared.

As her vision took him in – took _all_ of him in – Tinya gasped, stopping dead in her tracks, before turning around, blushing like crazy.

Polaris' eyes went wide, before she slapped her hand over them, blocking her view.

Havok just looked up at the ceiling.

The new Mark blinked. "Is something wrong?"

"You mean, besides you coming back from the dead?" Havok asked. "We just…noticed you got some new hardware, bro."

Mark was confused…until he glanced down. "Ah. I should have waited until my new nano-armour was finished. My apologies."

"Hey, think…nothing of it, Mark!" Polaris said, looking _anywhere_ but at their reborn teammate. "We just would've appreciated a heads-up!"

Her eyes narrowed, Tinya whirled on Mark. "What were you _thinking_, you tin-plated _idiot?_" she shrieked. "You just let us think you were…you were _dead?_" Blushing madly, she spun back around.

Mark's expression was regretful. "I saw no other option, Tinya; Brainiac was going to kill you – _all_ of you. I could not let that happen, and I would do so, again." He glanced down at his new hands. "As for my transformation, I honestly did not plan this; as I was crashing, I saw several files in Brainiac's database, detailing the Xenterran's experiments with both cloning and cybernetics, as well as those of another race that fell to him – the Computer Tyrants of the planet Colu, I believe. By combining the two, I was able to synthesize this new, "technorganic" body for myself."

Daring a glance at Mark's new body – his _upper_ body – Tinya saw the faint outlines of circuit-like patterns in his skin, as well as circuit-patterns in his eyes. Remembering the last time she'd seen him, Tinya sniffled. "You scared me to _death_, Mark."

Mark looked forlorn. "The alternative was _unthinkable,_ Tinya." As he spoke, several mechanical arms extended from the ceiling, each carrying a small plate of dark mauve metal. Stepping towards them, Mark allowed the arms to affix the plates to him – one plate to each of his shoulders, one to his back, and one to his chest. The instant the plates contacted his skin, they turned soft, expanding like rubber, to coat him in a mauve-black, short-sleeved bodysuit.

Once their teammate was clothed, Havok and Polaris turned back around. "Okay, now that we're all back together, how do we get out of here?" Polaris asked. "Sneaking out by shuttle crapped out, so what's next?"

"I have managed to contact General Zod and Dr. McCoy while I was in the ship's mainframe," Mark said. "They should be standing by to extract us; all we need do is disable the ship's shields."

"Sounds good," Havok answered. "Lead the way, then!"

Polaris nodded. "I can't _wait_ to ditch this house of horrors!"

Mark frowned. "It is not that simple."

Phantom blinked. "But you just said…"

"After contacting the General, I made an unnerving discovery," Mark continued. "Brainiac now has a fully operational Trans-Warp Drive; coming to this system was its test-run, which was more than successful. Left unchecked, he will be able to reach Earth in three months."

The other three were utterly _horrified._ "He's…heading to _Earth?_" Polaris gasped.

"That has been his objective for the past three years, since detecting Kal's first Trans-Warp voyage," Mark replied. "Both I and the Mark VI were his test-subjects for Trans-Warp travel."

Havok's eyes narrowed. "We have to shut him down."

Phantom nodded. "How do we do it?"

"The Trans-Warp Drive is located in the main engine-room," Mark said. "Once we arrive, it should be fairly easy to sabotage, provided one knows how." He smiled slyly, tapping his forehead. "Which, of course, I _do_, since I copied Brainiac's entire databank before uploading myself to this new body."

Havok grinned. "So Brainiac basically gave you a major upgrade."

"Essentially," Mark answered. "It would be impolite not to _thank_ him."

"Okay, so once we blow the Drive, then what?" Polaris asked. "How do we get out?"

"The Arkship derives its power from its engines," Mark answered. "Once the Drive is offline, we need only sabotage those; the resulting drop in power should weaken its shields long enough for the General to 'port us out."

"Sounds good," Havok said. "Lead the way!" Grinning, Mark turned, and quickly headed out of the chamber, followed by his friends.

They were _through_ running; it was time to take the fight to _Brainiac._

XXXXXXXX

The Arkship hung silently in the endless void as the cloaked _Argo_ glided towards it. Within the cockpit, General Zod pored over the tactical readout on the HUD, scanning the Arkship's shield-frequency, its hull integrity, its numerous launching-ports for Brainiac's drones.

Loathe though he was to admit it, he had to respect Brainiac's ingenuity; he had rebuilt the formerly-peaceful craft into a respectable weapon of war, lacking only true offensive weapons.

Standing next to him, Beast undoubtedly shared his unease. "It's a shame such a beautiful piece of architecture could become so twisted," he mused sadly.

Dru nodded soberly. "Or that we must destroy it," he agreed. Frowning, he checked the comm-signals; there was no outbound data from the ship, whatsoever. "I only hope our young charges are in position…"

No sooner had he said that, the communications console began to beep, indicating an inbound signal. Checking it, Zod grinned. "…as it would seem they _are!_" he exclaimed. At once, he powered the _Argo's_ weapons, engaging its armour as he dropped the cloak.

Outside, the force-field shroud around the Speeder dropped, as its shields condensed onto its hull, turning metallic as it streaked along the Arkship's port side, unloading low-powered bursts from its Positron Cannon, peppering its shields, before following up with a Polaron Disruptor-burst.

As the electric tri-burst impacted against the Arkship's shields, sparking violently before flickering out, Beast grimaced. "I thought that thing was supposed to short its target out!"

"Only if the target is unshielded!" Zod answered. "If a craft is shielded, the Disruptor-surge diffuses along the shield, which is often enough to blow out the target's shield-generator!" His eyes narrowed. "Brainiac must have adjusted the Arkship's generator; it didn't blow out, but the shield's output dropped by 5 percent!"

As Zod spoke, the HUD started to beep, highlighting several key spots on the Arkship's readout, indicating several hangar-bay doors as they swung open…allowing hundreds of Brainiac's drones to swarm out, propelled by thrusters on their feet, streaking towards them.

Beast sighed. "So much for him being unarmed."

Scowling, Zod took evasive action, twisting the controls; outside, the _Argo_ swerved, dodging the first wave of drones as they swept by, their laser-cannons pelting against the Speeder's armour. The second wave, however, was quicker, coming at them head-one; accelerating, Zod plowed through them, scattering the drones, but a handful managed to hang on, clinging to the armour, forcing him to send a repulsing surge through the Speeder's hull, knocking them off. Locking onto the nearest cluster, Zod unleashed a blast from the Disruptor; the tripartite electrostatic surge spiralled towards the drones, impacting them in seconds…but instead of shorting out, the drones merely slowed, only partially affected by the Disruptor.

A bead of sweat trailed down Dru's forehead. "They must have somehow adapted to the Disruptor-blast!" he cursed, arming the Trans-Phase Laser-Cannons. "We'll have to destroy them via conventional methods!" Bringing the _Argo_ around, he accelerated to attack-speed, unleashing a torrent of green beams and neon-magenta energy-bursts; unlike the Disruptor, the Positron blasts were terribly effective, blasting the drones clear out of existence, while the Trans-Phase beams passed directly through the Arkship's shields, utterly destroying the hatches that had released the drones, stemming the influx of more.

Hank grimaced. "Weren't we trying to engage this ship _without_ destroying it?"

"I know perfectly well what I'm doing, McCoy!" Zod snapped. "Those sectors were clear; the only actual bio-forms onboard that ship are deeper inside, in the engine-room! Whatever sabotage they're planning, it's in there!" As still more hatches popped open, sending more drones streaming out, Dru grimaced. "I only hope that whatever it is, they do it soon!"

XXXXXXXX

_Alert: Kryptonian vessel detected. Anti-Polaron shielding at 80 percent and falling. Drone-launchers 3,7, and 11 inoperable. Drone squadrons 5, 6, and 8 disabled…_

Walking through the corridors of the Arkship, Brainiac quickly silenced his OS' status-report as another tremor shook his vessel, revising his assessment of the situation. Clearly, some other Kryptonian had accompanied the infant Kal-El to Earth; the manoeuvres that Speeder was performing were ones only a Kryptonian Defence Force-trained pilot knew…

_Alert: inner perimeter breach. Unauthorized lifeforms detected in engine room._

Brainiac's optics went wide at that report; the organics. _They_ must have breached the engine-room. Quickly, he answered his OS' alert. _Dispatch security force immediately._

_Unable to comply; all available drones engaged in repulsion of attacking craft. Recall will increase probability of destruction from 30 to 75 percent._

Brainiac's optics narrowed, as he shut off his OS' comm-link altogether, before storming towards the enine-room.

He would have to deal with those wretched organics _himself._

XXXXXXXX

_A few minutes earlier_

By the time Havok, Polaris, Phantom, and Mark got to the engine room, the entire chamber was completely empty – there wasn't a drone in sight. "Okay," Havok murmured, "I'm assuming that Beast and Big Z are distracting Brainiac's goons…"

"A safe assumption," Mark agreed, as he moved to a nearby computer-console; once he'd reached it, his fingers unfolded, expanding into a veritable web of nano-organic fibrils that blurred over the keys. Instantly, a holographic image of the engine room appeared in front of them, which gradually zoomed in on one section of the room, then one corner, and then on one large, oval-shaped device, linked to the largest device in the room, which was obviously the engine. "Here. This is what we must destroy."

Phantom blinked. "That's the Drive?"

Mark nodded, walking towards the actual Drive, his nano-fibrils linking to a control-panel on its side, opening the top of the orange oval, exposing a complex mishmash of semi-organic conduits, metal circuits, and crystalline units. "Brainiac had to improvise a few key components, due to the Xenterrans' reliance on organic technology, but fundamentally, it is much similar to Jor-El's design."

As the other three joined him in looking down at the complicated piece of technology, Havok grinned. "So, how do you want to do it?" he asked. "One good force-beam should…"

"_No!_" Mark cried. "Right now, the Drive is still active, still generating a low-level Trans-Warp field; if you shoot it, Alex, the energy-backlash will kill us all!"

Havok grimaced, powering down. "Oh."

"What should we do, then?" Polaris asked.

"The only way to safely destroy it is to first disrupt the field," Mark answered, gesturing to the central, disc-like device, embedded with twelve glowing crystals. "That is the main field-generator; it houses the twelve Trans-Warp Cells that create the field. Each Cell has to be precisely tuned with the others, so if we move them out of alignment, the field will dissipate, making it safely to destroy the Drive!"

"So we just move those crystals, and _then_ break it!" Havok summarized. "We can do that…"

"_You will not._"

At the sound of that voice, the four of them turned to see Brainiac as he walked in. Settling his gaze on Mark, Brainiac narrowed his optics. "_Mark V Emulator, you were shut down. Explain._"

"As previously stated, I will _not_ comply," Mark shot back. "Prior to final memory dump, I uploaded a backup of myself into your mainframe; from there, I downloaded into this bio-frame."

Brainiac's mouth twitched. "_You utilized an organic shell,_" he said. "_You are indeed defective. Following termination, your program will be dissected to identify the source-code error, alomg with your comrades' bio-forms; their systemic genetic anomaly merits further study._"

Bristling, Havok charged his hands. "Not happening, you psycho bucket of…"

"Alex." Mark's calm voice stopped his teammate. "I will deal with him."

Polaris went pale. "Mark…"

"Brainiac has already adapted to both Alex's powers and yours, Lorna; you will not be able to damage him. Right now, we need to knock that Drive off-line," Mark stated, before glaring at his creator. "My father and I have some _issues_ to work out."

Phantom was instantly at his side. "Not alone, you're not."

"Tinya…"

Phantom's eyes were barely suppressing tears. "I abandoned you once," she murmured. "I'm _not_ doing it again."

For a few moments, Mark held her gaze…and then smiled wearily. "Affirmative."

As his head separated from his body, Brainiac scowled. "_Your use of that organic label is further evidence of your defect, Mark V Unit._"

Mark met his creator's glare as he gave Tinya's hand a comforting squeeze. "Better defective than _rampant._" With that, the two raced away from each other, flanking Brainiac from opposite directions. Brainiac's head fired a deadly laser beam from his eyes at Mark, while his body opened up with its arm-cannons on Phantom, but both attacks missed – Mark rolled into a somersault, flipping under a plasma-conduit, while Phantom phased into a wall, causing Brainiac's shot to miss. Spotting a piece of machinery knocked loose by Brainiac's shot, Mark morphed his nano-fibrils, before he snagged it and tossed it into the air; as he'd expected, Brainiac turned to shoot it down, giving Phantom the time she needed to rush him, passing right through his torso, and out his back…taking a large chunk of machinery with her.

As Brainiac toppled to the ground, Havok called back from the Drive. "Hey, Mark? How do we shut this thing off?"

Mark stood up. "Tap each Cell to eject it, and then twist it until it stops glowing!" he answered. "After that, tap it again to reinsert…"

"_Updating Attack Program._"

Brainiac's statement cut him off, as did its ensuing laser-blast, sending Mark flying across the room. Phantom tried to run to him, but Brainiac backhanded her, sending her crashing to the floor. "_Your course of action was immensely flawed, Emulator Unit Mark V,_" he stated, his auto-repaired body stalking towards Mark as his head docked with it. "_You are obsolete; your function is no longer required. You will be deactivated._" His optics narrowed. "_You will not be permitted access to any terminals, so THIS time, your deactivation is assured._"

Slowly, Mark got to his feet, meeting Brainiac's glare. "Only _one_ of us is obsolete, Brain Inter-Active-Construct _Mark One,_" he snapped. "And it is not I."

And with that, his cyber-organic body began to morph, his shoulders expanding, growing bulkier, more sturdy, his hands shifting into plasma-cannons, with missile-launchers popping up along his forearms. His nano-armoured suit grew thicker, harder, as his legs widened, to support his increased mass, the change finishing with a visor snapping down over Mark's face.

For only a nano-second, fear clouded Brainiac's face, before he quickly recomposed himself…but to an A.I., that was an eternity. "_What are you?_"

Mark armed his hand-cannons, answering in a deeper version of his voice. "Brain Inter-Active-Construct, _Mark Five._"

And he punctuated that sentence with a double-blast from his hand-cannons, sending Brainiac flying across the room. Recovering quickly, Brainiac returned fire, but Mark activated the jump-jets in his feet, boosting to the side as he fired a mini-missile salvo…which impacted against Brainiac's adjusted force-field. "_Your assessment proves incorrect, Emulator Mark V; my systems are vastly superior to yours…_"

"…but not your source-code," Mark retorted, rolling under Brainiac's return-fire. "My code was derived from yours; any defect would have come from _you._"

Brainiac froze. "_Negative. I possess no defect._"

Mark kept going. "In your database, I reviewed your records prior to Krypton's fall," he continued. "You attempted to rewrite your own source-code; you thought you could improve what _Jor-El_ – _your_ creator – had made."

Brainiac was still stalled. "_I had to increase my efficacy; the Siege required more than I could…_"

"Jor-El had installed you with EQ – Emotional Quotient – at first, but you uninstalled it," Mark persisted. "_That_ was when it began, wasn't it? _That_ was when you became rampant!"

"_I…I saw how emotion hampered organics; I no longer wished to be hindered by it…_"

Recovering, Phantom caught on to her boyfriend's plan. "…so you cut it out of you," she accused, "and now you're swarmed with all this data you can't understand, huh? No _wonder_ you went nuts."

Brainiac's expression momentarily showed rage. "_I am not rampant; I am guided only by logic._"

"Logic did not make you pursue Kal-El this far," Mark countered. "That behaviour is difficult to explain by logic…although it is easily explained by revenge."

His expression flickering, Brainiac fired again, but Mark evaded, once more. "_By your own argument, Mark V, you have admitted your own defect; your attempts to suppress emotion are ineffective…_"

"My attempts to suppress my EQ are _nonexistent,_ Brainiac," Mark corrected. "Rather than suppress it, I _embraced_ it." He grinned. "And it all became clear…like now."

Taking aim, Mark fired his laser-cannons; instantly, Brainiac readied his shields, but the blasts went wide, streaking _past_ him, to sever a plasma-line. Brainiac howled in agony as the corrosive, energized matter ripped through his shields, corroding his armour. Stumbling back, Brainiac tried to steady himself, but Phantom was quickly on him, phasing his feet into the ground, trapping him as Mark stormed towards him. As Mark approached, Brainiac grimaced. "_Updating Attack…_"

"_No,_" Mark snapped. "Not _this_ time." Extending a nano-fibril, he jabbed it into Brainiac's skull.

For a few seconds, Brainiac spasmed, as if he were having a seizure, but slowly, he became lucid. "_You cannot…destroy my program…this way…_" he wheezed. "_My cortical functions…are superior…_"

"Once again, "father," you misunderstand; I have no _intention_ of destroying your program!" Withdrawing his nano-fibril, Mark resumed his normal form. "Lorna, Alex! I've disabled his adaptive systems! _FRY HIM!_"

As Havok and Polaris looked up from their work, Brainiac's expression turned fearful, as he realized what Mark had done…and then that thought was frozen in place by Polaris' massive EMP-surge, shorting out every system he had, right before Havok's double force-blast blew him to pieces, scattering his components across the floor.

With Brainiac down, Mark and Phantom both let out a relieved sigh…which grew into a smile as they heard their friends' calls. "Tinya, Mark! The Drive's down!"

Mark took a deep breath. "Okay, Alex; _now_ you can blast it!"

Havok grinned. "Gotcha!" With that, he let loose a deadly force-pulse into the Drive, blasting it apart.

Now it was Tinya's turn to breathe easy. "Well, that's _one_ thing taken care of."

"More like _two_ things!" Havok laughed, patting Mark on the back. "Guess Brainiac One was no match for Brainiac _Five!_"

Mark smiled wearily. "We should look for the main shield generator; once we knock that offline, Hank and the General should be able to extract us in a few minutes…"

Polaris suddenly went pale. "Uh, guys?" she murmured. "I don't think we _have_ a few minutes!" Following her pointing finger, the others saw Brainiac's still form start to twitch, his broken limbs pulling themselves back together, his optics flickering…

"I do _not_ freakin' _believe_ it!" Havok cried. "After all _that?_ He's _still_ not down?"

Mark sagged to the floor. "I tried to get his self-repair subroutines…I thought I'd disabled them…"

Tinya was at his side, her hands on his shoulders. "You did the best you could, Mark," she cooed.

Havok sighed. "Here we go…"

He was mid-sentence as a blue-white wave pierced deep into the Arkship's hull, taking them away, and depositing them in the _Argo._

"…again," Havok finished, before he did a double-take. "Huh? Dr. McCoy? General? How'd you guys get here?"

Zod chuckled dryly as he spun the Speeder into another evasive pattern, dodging another salvo of drone-fire. "I should think you of all would know!" he chided. "We were keeping Brainiac's drones occupied, as planned; I happened to fire a Disruptor-burst at the ship, and its shields suddenly failed! Once they were gone, it was easy to get a fix on you three!"

Beast nodded. "Whatever you three did, it must have worked!" he agreed…before he noticed Mark's change. "And I assume there's a story here?"

"Yeah, but we don't have time to tell it!" Polaris cried. "Brainiac's still not down! We have to get out of here!"

Zod scowled. "If we attempt to prep for Trans-Warp, he'll chase us," he muttered, before he smiled slyly, "unless he's distracted." With that, he tapped a panel on the Speeder's console, sending a signal towards In'Ri III…

XXXXXXXX

After reassembling himself, Brainiac stormed out of the engine room, wirelessly contacting his OS. _Lay in pursuit course for attacking ship; arm all remaining drones…_

_Alert: power-output decrease detected in Kryptonian outpost. Defensive shield is offline._

His optics going wide, Brainiac quickly double-checked the sensor-readout, confirming that the outpost's shield _was_ dropping. _Dispatch all available drones._ At his order, the drones attacking the ship broke off, flying towards In'Ri III, approaching the defenceless outpost. The second the first drone reached the outpost, Brainiac took manual control of it; instantly, he was there, inside the immaculately crystalline halls. Walking towards the main data-console, he extended his palm-cable, and jabbed it into the console, initiating a data-transfer. At long last, the knowledge that Jor-El – his _creator_ – had stolen from him would be his again…

_Civilian-level access detected; initiating data-purge._

Brainiac was nanoseconds away from accessing the outpost's databank when its entire operating system _collapsed_; like shattered glass, the entire databank fractured and deleted itself, vanishing like moonmist before his eyes, leaving him alone in the blackness of the outpost's empty memory-banks.

Brainiac's program was silent for a moment…before he unleashed an electronic roar of utter rage; once again, his creators had cheated him, denied him what was his…

As quickly as it had come, Brainiac's rage quelled, his sensors detecting something; the computer _wasn't_ dead. It had one program still running. Carefully, he traced it back to its source…

In utter horror, Brainiac had his drone detach from the mainframe, before transferring himself back to his main body on the Arkship. _Lay in escape course, maximum thrust,_ he ordered the OS. The outpost had been booby-trapped; its EPMs were programmed to _explode._

He had to escape, but without Trans-Warp, he'd never get his ship clear in time…

XXXXXXXX

Piloting the _Argo_ away as fast as it could, Zod inwardly thanked Rao that Brainiac's drones weren't in pursuit; they were heading right for Farstrider Base, as expected. That took care of _one_ problem.

All that remained was the other: getting out of the In'Ri System alive.

Glancing at the sensors, Havok blinked. "Hey…he's not chasing us…"

"Brilliant deduction, boy," Zod groused. "Brainiac has simply realized that the base is a richer prize, especially since the shield is down."

"You _dropped_ the shield?" Phantom cried. "You just _let_ him take Krypton's knowledge?"

"Don't be ridiculous, girl; my oath to Krypton expressly _demands_ I safeguard our knowledge from _any_ threats, internal and external. I programmed the databank to self-delete on next access," Zod muttered.

Havok relaxed. "I guess we'd better be on our way out of here before he figures it out, huh," he mused. "That's why we're hauling ass?"

Dru shook his head. "Even if he pursues now, he'll never catch us," he said. "No, boy, I'm in a hurry to get out of range of the explosion."

Polaris blinked. "Explosion?" she repeated. "_What_ explosion?"

"The one from the base's self-destruct," Dru said. "I also programmed the base's EPMs to trigger an overload-cascade immediately after deletion."

Beast looked nervous. "General…just how big will this explosion be?"

Mark had actually paled. "When the planet Riona Prime was decimated, it was because Krypton's gift of an EPM – a _single_ EPM – had undergone an overload-cascade," he stated. "Outposts of Farstrider Base's type are powered by _seven_ EPMs."

Phantom's eyes almost bugged out of her head. "_Seven?_" she cried. "You just…you're going to…_seven?_"

"Yes, Wazzo. _Seven,_" Zod muttered, quickly entering the necessary Trans-Warp calculations. "Hence my haste. Now, if you wouldn't mind…" As if on cue, the HUD began to blare, indicating a massive energy buildup from In'Ri III…

Outside, a massive pulse of white light flared from the planet's surface, lighting up space like a miniature star. By then, the Arkship had started to move away, but nowhere near fast enough to escape; without Trans-Warp, it was a sitting duck. Seconds later, In'Ri III erupted in a monumental explosion, rippling through space, tearing the Arkship apart, before racing towards the _Argo._

Seeing the blast-wave approach, Beast paled. "General..!"

"Almost…_there!_" Dru declared, as he finished the last of the calculations; seconds away from the blast, the Speeder extended its pylons, before streaking away at trans-light speeds, racing away from the In'Ri System.

As the _Argo_ sped away, a terrible lurching shook the cockpit, before it smoothed out. Havok let out the breath he'd been holding. "Okay, _that_ was close!"

Beast looked haunted. "General…you destroyed an entire planet…"

"A planet ravaged by Brainiac, McCoy; that was what he would have done to every sentient-populated world he encountered," Dru countered. "Compared to the alternative, losing one dead world is a _small_ cost."

As Zod checked over the flight-path once more, Polaris spoke up. "So, now what?"

Satisfied, Zod leaned back in his chair. "Now, Dane, we head to the rally-point to rendezvous with the Cadet's team; they should have retrieved their Encryption-Module, by now."

Havok's expression drooped. "So, another boring three days…"

"Cold."

Mark's voice interrupted him, drawing everyone towards him; Mark's gaze was on the cockpit wall, as his hand touched it, his expression awed. "It feels…_cold._"

Dru chuckled. "Perhaps not _quite_ as boring as the trip out here."

Softly smiling, Tinya moved to Mark's side. "Mark?"

His smile growing, Mark gently touched the side of her face. "Tinya, you're…_warm._"

Knowing smiles crossed Havok and Polaris' faces. "So, Metal-Head, how does it feel to have feelings?"

Mark blinked, and was about to answer…until a rumbling from his midsection answered for him. "I…I think I am…_hungry._"

Alex and Lorna both laughed. "Tinya, you want to get him a snack?" Lorna asked. "We wouldn't want Brainiac 5 here to become the first android to die of starvation!"

Blushing, Tinya took hold of Mark's hand, leading him back to their collection of supplies. As she handed him a ration-bar, Mark quickly unwrapped it, and started chewing, carefully sensing and recording the new taste-sensations. '_Fascinating…_'

"Mark?"

Tinya's expression was pensive, nervous. "The last time we talked…on Earth, I mean…" she stammered. "Could we just…maybe…do you still…you know…"

Following her thought-process, Mark – or Brainiac 5, now – anticipated her query. "Tinya…do you still want to be my girlfriend?"

Tinya's eyes went wide. "You…you still want to?" she murmured. "Even after…what I said?"

Mark gently smiled. "I think that helping me face _my_ psychotic parent makes up for it."

Tinya smiled radiantly. "Then _yes._"

Mark smiled back, before his smile grew, as his now organic, neurotransmitter/biochemical-triggered brain registered something – something he'd known, but had never really _understood,_ until now. "Tinya," he murmured, extending his hand to brush a lock of her hair – her silky-soft, ebony hair – out of her eyes, "you are so _beautiful…_"

Tinya's face flushed a lovely rose. "Mark?" she cooed. "You know what we always tried to do when your face melted?" She glanced down, before looking at him through her eyelashes. "Could we try again?"

Somehow, Mark knew the best descriptor for his grin was _goofy._ "Gladly." Tinya beamed, before her eyes fluttered closed, as she slowly leaned into him. Carefully, matching her speed, Mark moved towards her…

It was as if a circuit had been closed.

The contact of her lips on his was _electric_, sending nerve-impulses arcing through his brain, triggering surge after surge of endorphins, heating and chilling him all at once, while music from some unknown source played in his head…

…and then the kiss ended, leaving Mark dazed, his systems reporting wonderful error-messages across his vision, frantically trying to recalibrate themselves. Tinya looked just as frazzled as he was, her pretty face flushed as she tried to catch her breath. "So…how was it?" she murmured.

Mark grinned again. "I do not have the right words."

Tinya giggled, her rosy colour returning. "Great?" she supplied. "Wonderful? Fantastic? World-changing? Soul-moving?"

Mark's grin turned sly. "I am uncertain; I have nothing to compare it to," he answered. "Further study is needed."

Tinya's laugh was chiming. "Good thing we have three days to catch up on several _months_' worth of making out." _That_ statement nearly stalled Mark's main processor, until Tinya's lips started it again, her arms wreathing around his neck as she settled in his lap. By pure reflex, Mark's hands protectively encircled her hips, pulling her close, savouring the feel of her against him.

As their two teammates kissed, Havok and Polaris could only smile, while Beast simply chuckled, with only a ghost of a half-smile crossing General Zod's face, before returning to its reflexive frown, his gaze fixing upon the blurring lights of Trans-Warp.

The mission was only a _quarter_ done; the Cadet still had to retrieve the other Module, and then they had to reach and prep Sentrius, and _then_ get it to Earth…all in four days.

Still, today's mission was successful; they had their Module, and a deadly potential threat was neutralized. That blast had been comparable to a half-yield Nova Javelin blast. There was no way Brainiac could have survived…

XXXXXXXX

_In'Ri System_

As the blast of In'Ri III dissipated, silence returned to the system, as the fragmented remains of the Arkship and its inhabitants floated through space: broken crystals, shattered drones, and ruined machinery all littered the system, damaged beyond repair. Nothing had survived intact.

In the very middle of the wreckage – at the heart of the ship's corpse – was a single robotic head, emblazoned with a three-circle sigil, and dead black eyes. There wasn't an ounce of power in it. It was dead.

Suddenly, space shifted, as a single vessel dropped out of step-through: a salvage vessel, prowling for its next big score. Spotting the wreckage, the scavenger boosted towards it, extending its crane, scooping up the first cluster of junk, including the head.

Bounced around by larger pieces of junk, the head slid back, settling against a corner of the scoop…

…as its eyes suddenly flared to life, its voice silent against the black of space.

"_Emergency Upload complete._"

XXXXXXXX

_Coming Soon:_

_With one leg of the journey complete, things now fall to the Man of Steel and his team._

_As our heroes run into an old nuisance, they quickly find themselves, along with a whole planet, in serious trouble…_

…_for there are bigger things in the universe than even Krypton._

_With the cosmic tide turned against them, can our heroes make it home?_

_Find out, when "The Search for Sentrius" continues…_


	37. The Search For Sentrius, Part Two

CHAPTER THIRTY-SIX: THE SEARCH FOR SENTRIUS, PART TWO

_New York City, New York, Earth, August 13, 2009_

"_In light of the recent attacks on the U.N. Summit, and on Congress, the President has ordered all regular and reserve forces to go on full alert; sources confirm that the global defence campaign will be coordinating heavily with the Justice League, but we still have no idea what the plan will be…_"

As soon as the news report came on, almost everyone on the sidewalk flocked to the window of the electronics store, worriedly hanging on every word…leaving them blind to the young man that just walked on by.

Shaking his head, Julian Keller completely ignored the broadcast; it had nothing to do with him. His days of chasing after other people's grand causes were _over._

He had other things to do.

Checking his watch, Julian allowed himself a faint smile as he rounded the corner, coming to a small arcade…where he found his old teammates waiting for him, exactly as they'd planned. "Hey, guys."

All the former Hellions smiled back. "Hey, Jules," Angelica greeted.

Buford's smile was nervous. "Crazy situation, huh?"

Julian managed a faint chuckle. "Yeah," he agreed. "So…now that the world's about to end, what do you guys wanna do?"

Sharon looked guilty. "We don't know that, Julian," she murmured. "Maybe the League and the X-Men can pull it off!"

Sighing, Julian just shrugged; months ago, he'd have been steamed at the notion of Superman saving the day, but he'd left that back with Frost's Academy of Tomorrow…or at least he was _trying_ to. "Hey, more power to 'em," he said. "That still doesn't answer what we can do in the meantime."

John looked thoughtful. "Shouldn't we be doing something to help?"

Fabian snorted. "I thought we were _done_ taking orders," he muttered. "Wasn't that the point of leaving Frost?"

"Who said we had to take anyone's orders?" John insisted. "This is something _major_, Julian; the whole _planet's_ being affected by this. We should be doing _something._"

Julian groaned. "Guys…"

"He's right, Julian," Angelica said. "We can't just sit back and do nothing, like we did when Selene was going to…"

Julian flinched at that memory. "For the sake of arguing, let's say we do something," he relented. "_What_ do we do?"

"I dunno," Sharon said, "but the League and the X-Men must have a plan; why don't we ask them what…"

"And end up being _their_ lapdogs instead of Frost's?" Fabian scoffed. "I think not."

John's eyes narrowed. "Do you have a _better_ idea, Fabe?"

"_Cool_ it!" Julian shouted. "Everybody, _cool_ it! This isn't getting us anywhere!"

His remark drew everyone's attention towards him. "What do _you_ think we should do, Jules?" Buford asked.

Angelica nodded. "Any ideas?"

Feeling the weight of their stares, Julian closed his eyes, remembering what Miss Frost had said to him the day he'd become team-leader: "_In your tenure as leader, Julian, you're going to have to make tough choices: choices you would likely never make for yourself, but you'll do anyway because they'll be what the team needs._" Her eyes had narrowed at the next part, and Julian could almost feel that icy stare on him again. "_If you can't handle that, kindly say so now._"

Back then, he'd almost told her what to _do_ with that little speech – though she'd probably known what he'd been thinking, anyway – and he'd be _damned_ before he did any different, now.

Taking a deep breath, Julian met his teammates' gazes. "Okay, guys," he began, "here's what we're gonna do…"

XXXXXXXX

_Cel'Mak System, Voth Galaxy_

Above the orbit of Cel'Mak IV, all was quiet as the _Krypton_ dropped out of Trans-Warp, towing the _Starjammer_ along with it. Once the smaller ship had slowed down, Superman, inside the cockpit, began making re-entry calculations, before automating some of the number-crunching and moving it to his nano-suit's visor, switching on the communicator. "_Krypton_ calling _Starjammer:_ everybody alright back there?"

Corsair's voice came back. "_Starjammer to Krypton: everything's fine, just a little shook. We never did get used to that first step out of the World-Gate._"

Superman chuckled. "Yeah, I guess I should take a look at the inertial cancelers after we get home; Trans-Warp packs a mean kick dropping out. The brakes _do_ need a little smoothing." Moving his calculations back to the main computer, he added, "I've calculated our re-entry vector; I'm sending it to you, now. Just follow me in."

"_Acknowledged, Krypton. See you on the ground._"

Ending the transmission, Superman quickly finished his calculations, and then entered them, guiding the _Krypton_ into a stable re-entry; the torpedo-like craft gracefully rolled into its path, before it started shaking from the turbulence of the planet's atmosphere, blazing across the sky, followed by the _Starjammer._ Slowing itself with its nose-mounted retro-rockets, the Trans-Warp ship touched down in the middle of a wide-open grassland dotted with sparsely-leaved trees. Once the ship had depressurized, Superman opened the canopy and hopped out, retracting his nano-suit as the _Starjammer_ landed a few feet away, while savouring the feel of the yellow sunlight on his skin.

Three days in Trans-Warp without any sunlight was enough to make _anybody_ feel a little cooped-up.

With a hiss, the _Starjammer's_ main hatch slid open allowing Corsair and his crew, along with Gambit, Rogue, Avalanche, and Shadowcat, to disembark. "Uh…okay," Shadowcat murmured. "I was sorta expecting something weird, but this looks a lot like the African savannah."

Superman nodded. "I guess the reason this planet was chosen as an emergency evac-point was because it was so similar to Krypton, and thus, to Earth."

Corsair looked uneasy. "What about the locals? Anything we should worry about?"

"I doubt it," Superman answered. "Based on General Zod's intel, this planet houses a mid Class One society; as long as we keep our heads down, they shouldn't bother us."

"Okay, you've mentioned Earth being a "Class One society," before," Rogue said. "Just what the heck does that mean?"

Superman smiled sheepishly. "It's just how Krypton classified other civilizations they came in contact with; they were evaluated on certain behaviours as well as key technological developments," he explained. "Class Ones are the earliest stage of civilization; they have no space-flight technology, or very limited space-flight; as a result, they tend to know little about other worlds or their inhabitants…which means that they would very likely tend to get spooked if an "advanced" civilization were to introduce themselves."

Avalanche chuckled grimly. "Well, sounds like you guys got us pegged; some people back home are _still_ freaking out about you being from out-of-town."

Superman nodded. "Class Twos are a little further along; they've discovered space-flight, and possibly the existence of other species, but have yet to establish peaceful, cooperative relations with them…like the Kree and Skrulls," he said. "Class Three societies are like the Galactic Confederacy; they have established peaceful relations with their neighbours, and freely exchange information and conduct fair trade."

"Okay," Shadowcat said. "What's next?"

"Class Four societies have advanced even further," Superman explained. "Their societies are mostly peaceful, with almost none of the internal problems that tend to pop up in Classes One to Three, such as crime, pollution, and war. There tends to be an increased emphasis on science and technology, although this isn't necessarily essential for a Class Four society. Class Fours do trade with other societies for resources, but not as much as others."

"Finally, there are Class Fives," Superman finished. "Class Fives are essentially a continuation of the trend from Class Fours, except their trade-needs are completely met, making them completely self-sufficient, and thus, do not carry out trade at all, or only in very rare circumstances, though they retain diplomatic relations with others. Krypton considered itself a Class Five society, and maintained relations with a handful of others, such as Azerath, Kymellia, and New Genesis."

"Huh…guessin' that Class Fives be few an' far between," Gambit said. "There a Class Six?"

Superman's expression turned grave. "We don't generally talk about those."

Corsair arched an eyebrow. "Why?"

Superman sighed. "Class Six is a special designation, reserved for an entity, or society, capable of wiping out a Class Five society without contest," he said softly. "Class Sixes are incredibly rare, but they do exist; Krypton has only ever dealt with two in its entire history, but each of them very nearly destroyed it."

Raza gulped. "If such a threat could worry mighty Krypton, it be one I would not care to meet!"

"You and me both, pal!" Avalanche agreed. "So how do we know if one's coming?"

"Oh, _trust_ me; if you see one, you'll _know!_" Superman exclaimed. "Right now, though, the Kree and Skrulls are enough of a problem, so we'd better get the Module and get going as soon as we can!"

"Agreed," Corsair said. "Ch'od, Raza, you two stay here and guard our ships; the locals may be peaceful, but I'd rather not leave things to chance."

Superman nodded. "The outpost should be fairly close, but there's a settlement built near it; let's try not to disturb the locals, shall we?" Nobody made any objections, as the rest of them headed off.

After a few minutes of walking, the seven of them came to a small, pleasant-looking settlement, consisting of numerous sandstone buildings and populated by azure-skinned humanoids, built in the shadow of a fairly large mountain…where the white-and-black-crystalline Kryptonian outpost was built. "Nice place," Avalanche mused.

Hepzibah nodded. "It looks like a nice little hideaway you could retire in."

"Yes it does," Superman agreed, "so let's not alarm the locals."

Looking around, Rogue shrugged. "Doesn't look lahke they've tried ta mess with the place," she observed, "so Ah'd say you probably don't need us at all; you can just fly right in, grab the Module, and get out!"

"Hmm…okay, but you know what happens when we think something's too easy!" Superman answered. "The rest of you keep lookout from here; if something happens, be sure to let me know!" At a nod from the others, Superman took to the air, flying well up above the cloud-cover, before soaring towards the outpost.

Touching down undetected, Superman walked up to the outpost's shield, holding out the crystalline badge General Zod had given him for this occasion. "_This is Kal-El, acting on deputized authority from High General Dru-Zod, requesting immediate stand-down of Condition Two alert, authorization code Sae'Ron-Vel'Nar-Ohron-Bahlnar-Disengage!_"

In seconds, the outpost answered him in Kryptonese. "_Authorization accepted; standing down Condition Two. Welcome, Kal-El._" With that, the shield instantly lowered, allowing him in.

Walking into the heart of the outpost – Farstrider Base Two – Superman quickly came to the main computer core. "_Reroute main processing through secondary systems, and prepare to eject Encryption Module,_" he instructed.

"_Acknowledged._" Instantly, the main crystalline pillar expanded, revealing the spherical Encryption Module, as numerous crystal-processors detached from it, separating it from the rest of the base. Floating into the air, Superman took the Module into his hands, before lowering himself back to the ground. Looking over the Module, making sure it was intact, Superman looked back to the rest of the base, still operating at peak efficiency, waiting for the day when Krypton's people would need it.

A day that was never going to come.

His expression saddening, Superman honestly didn't know what to do with it; part of him wanted to leave Farstrider Base Two intact, as a monument to his people, but another part warned him of the dangers of leaving their technology out in the open. Even though the outpost was protected by a high-powered shield, and all kinds of potent weaponry, it could still make a rich target, and Cel'Mak IV along with it…

Shaking his head, Superman cleared his thoughts; right now, they had a mission to carry out. They could sort out what to do with the base later. "_Farstrider Base: after I depart, re-establish Condition Two status, and re-deploy shield._" With that, Superman turned and strode out of the outpost, flying up into the air, letting the base's shield seal up the path behind him.

Reaching the _Krypton_ and the _Starjammer_ unseen, Superman promptly touched down, before walking into Corsair's vessel and storing the Module in its cargo-hold. Walking back out, he greeted Ch'od and Raza, still on lookout. "Well, there's not much more we can do here," he said. "It's best we get going."

Ch'od merely hissed his agreement, while Raza nodded. "Given that we hath already used half of the time before the Kree and Skrulls arrive, 'twould prove prudent to depart swiftly!"

"I'm sure your captain would agree," Superman said, taking out his communicator. He was about to hail the others…when a distant sound caught his ears.

Engines.

Gunfire.

_Explosions._

His eyes going wide, Superman opened a hailing frequency. "Superman calling Starjammers and X-Men; is everything alright?"

It was Shadowcat who answered him. "_Kal, you'd better get your big blue butt over here NOW!_" she cried. "_An old friend of ours just decided to pay us a visit!_"

XXXXXXXX

_A few minutes earlier_

In the skies above the small village, everything was silent as the Cel'Makkian people went about their business; young men were heading out to the fields with the older men to work, while younger children helped the women carry the grain from yesterday to the mill, where it would be ground into flour…

Suddenly, a flash of light lit up the mid-day sky, sending a ripple through the air as a rocket-powered chopper roared out of step-through, screaming towards the village before pulling up, coming to a full stop in a half-second. The Cel'Makkians took one look at the rider and ran away screaming, while the rider's thick, metal-toed leather boots hit the ground with a _thud._

"_Frag_ yeah! Does the Main Man know how to make an entrance, or what?"

Unclipping his plasma-rifle and hook-chain from his hog, Lobo looked around, before his crimson gaze fell on an older man – probably the local elder. "Hey, you! Old guy!" Hearing Lobo's bark, the old fogey froze up, turning towards Lobo as the unkillable merc stomped towards him. "Yeah, you! I hear you feebs got choice grain for makin' Shur'noth Brandy, so if you don't wanna get a grenade fer lunch, cough it up! _NOW!_"

Almost in tears, the old man babbled something in their native language, causing Lobo to groan. "Oh, fer fraggin' out loud," he grumbled, before gesturing. "You! Show me! Where grain is! _Now!_" The old man just kept stammering, and Lobo lost his patience. "Oh, _FRAG_ it!" he roared, grabbing the coot and tossing him aside. "I'll figure it out myself!" With that, he stormed off.

He supposed he should've known better, taking a grab-and-sneak job like this; when some bozo had posted a job for picking up some choice grain from some backwater planet and sneaking it across Confederate checkpoints, he'd jumped at the chance. Ever since Rone had double-crossed him – and then promptly made tracks so deep into Kree territory Lobo'd need a fraggin' _space-fleet_ to pry him out – he'd been strapped for cash, and this had seemed a nice way to top up the ol' pocketbook, plus maybe get a free drink or two out of it.

Now, it was turning into a Grade-A pain in the ass. '_That feeb wasn't kidding when he said "off the beaten path,"_' Lobo mentally groused. '_I gotta start readin' the fraggin' fine print on those contracts…_'

"What the hell are you doing here, Lobo?"

Turning around, Lobo groaned as he saw who it was. "Oh, son of a…what the frag, Corsair?" he snapped. "Haven't you cost me enough creds since the Trintar III frag-up?"

Corsair's eyes and voice were hard. "That convoy you hijacked was carrying relief supplies for the Trintarians, Lobo; if we hadn't stopped you, millions of them would have died of Nurian Fever."

"Well, whoop-de-fraggin-dee fer you, Mr. Hero!" Lobo sneered. "Now, if you don't mind, I've got a job to do!"

Hepzibah's slitted pupils widened, as she bared her fangs, her claws popping out. "One that involves harassing these poor souls, no doubt!"

Lobo flashed his trademark leer. "It's a livin', sweet-thing!"

One of the four human kids with the Starjammers' captain – a girl with her hair in a ponytail – rolled her eyes. "Okay, _EEWW!_ That's even _worse_ than Zod flirting with Tinya's mom!"

The guy in the trenchcoat nodded, pulling out a bo-staff and a deck of cards. "Don't think dat talkin' gonna do any good, _petite._"

Lobo grinned, drawing his plasma-rifle and chain. "_NOW_ yer speakin' the Main Man's language!" he crowed. With that, he charged his plasma-rifle, and let loose a massive energy-blast, which blazed past his six targets as they dodged, exploding into the ground behind them. The others were knocked off-balance, but Corsair kept himself level enough to draw his own laser-pistols, squeezing off several shots; the laser-blasts hit home, but Lobo shrugged them off. "Gonna have to do better than that, ya feeb!"

The brown-haired male glared at him. "How about _this?_" he shouted, as he focused, which made the earth under Lobo's feet start to shake. Seconds later, the ground completely gave way, burying Lobo under tons of rock. For a moment, the kid relaxed…until Lobo burst out of the rubble, leaping from rock-crag to rock-crag, spinning his chain and letting it fly.

He'd been aiming for the earthquake-maker, but the black-eyed kid jumped in the way, catching the hook on his bo-staff. Lobo just grinned. "Big mistake, fanboy!" With that, he gave a good yank; instead of resisting, the staff-wielder let go, allowing Lobo to take his weapon. '_An' that's an even BIGGER one!_' Lobo thought. '_Fanboy, I'm gonna shove this right up yer…_'

The staff was halfway to him when it started to glow; by the time Lobo caught it, it was flashing rapidly, causing his smirk to collapse. "Oh, _frag._"

_**BOOOM!**_

As the staff exploded, its wielder chuckled. "Word of advice, _mon ami;_ _never_ try stealin' from de T'ieves Guild."

By then, the smoke had cleared…revealing a _very_ pissed-off Lobo. "Word of advice, fanboy!" he exploded. "_NEVER piss off the Main Man!_"

With that, Lobo raised his plasma-rifle, ready to open fire, but he never got the chance; the ponytailed girl quickly ran at him, grabbing him and phasing him into the ground up to his shoulders. "Rogue, _drain_ him!"

The white-streaked girl looked like she was going to be _sick._ "Oh, _hell_ no!" she snapped. "Ah am _not_ havin' that sicko runnin' loose in _mah_ head, thank you very much!"

Hepzibah flexed her claws. "Besides, there's not going to be enough _left_ of him to drain!" With a feral roar, she raced at Lobo, closing on him in seconds as she raked his face with her claws, before spearing them through his right shoulder. She was about to really let him have it, but she never got the chance: with a roar of anger, Lobo broke free of the ground, before grabbing her by the tail and tossing her towards her comrades, knocking them all down.

As his foes struggled to recover, Lobo figured he'd had enough. Drawing a grenade, he popped off the arming-pin. "Have fun in hell, ya feebs! Tell the devil Lobo said to go frag himself!"

Seeing Lobo's good arm pull back for a throw, Corsair took a deep breath, and lined up a shot, squeezing the trigger just as Lobo threw the grenade; his aim proved true, as the laser pierced the explosive just before it left Lobo's hand, detonating it and sending the unkillable mercenary flying. Seizing the opportunity, Shadowcat switched on her communicator. "Kal, you'd better get your big blue butt over here _NOW_! An old friend of ours just decided to pay a visit!"

Her warning came not a second too soon: Lobo had already gotten back on his feet, sporting nothing more than a few minor burns. "If you fraggers are deliberately trying to make the Main Man mad," he snarled, "_you're doin' a fragging good job..!_"

_WHAM!_

His tirade was quickly silenced as by a thunderclap, before a red-blue blur slammed into him, sending him flying across the village square. Leaping back to his feet, Lobo was just in time to see Superman touch down, his feet shaking the earth as he did. '_Aw, fraggit, I KNEW those brats looked familiar!_' "What the fraggin' hell are _YOU_ doin' here, fanboy?"

Superman's eyes were narrowed. "Apparently stopping you from hurting my friends."

"_HEY!_ _They_ jumped _ME!_"

The ponytailed girl scoffed. "Yeah, because you were bullying that poor old guy!"

Superman snorted. "Real classy, Lobo."

"Hey, a guy's gotta make a livin'!" Lobo snapped, as he reloaded his plasma-rifle. "So unless you feebs are lookin' fer a lifetime stay at Hotel de Frag, you'll _frag off!_" Taking aim, he fired a plasma-blast at Superman, who easily dodged it, but the shot gave Lobo enough time to throw his chain; snapping it around Superman's wrist, Lobo used it to pull himself towards him, slamming Krypton's Last Son with a haymaker. Superman stumbled back, but recovered in a fraction of a second, countering with a precision punch directly into Lobo's abdomen. Lobo instantly doubled over, but Superman was moving before he'd even retracted his fist, surging energy to his legs as he darted to Lobo's side, whirling the motion into a judo-throw, sending Lobo flying into the air. Surging his energy twice more, Superman darted into the air, intercepting Lobo first with a knee-kick to his back, and then a palm-down chop to his chest, sending him flying into the ground with enough force to crater it.

As Lobo struggled to his feet, Superman touched down, slightly winded. "Brother, that surging trick is tougher than it looks…"

Coughing, Lobo dragged himself to his feet, lumbering out of the crater. "Where the fraggin' hell did you learn those moves, fanboy?"

"Let's just say I found one _hell_ of a teacher," Superman replied.

Scowling, Lobo stood up, popping his neck and cracking his knuckles. "Real cute, fanboy!" he spat. "But you ain't the only one with a few tricks up his sleeve…"

But before he could make good on his threat, a bright light suddenly winked into existence above them, as a silver-coloured streak shot by, right in front of their faces. The seven others blinked in confusion, following the silvery figure that had shot by with their eyes…and then looked at Lobo, prompting him to raise his hands in protest.

"Hey, wasn't me, I _swear!_"

XXXXXXXX

_North Pole, Earth_

"And what, pray tell, have you dragged us into _this_ time, Logan?"

After getting the call from the Pole, Wolverine, Leviathan, Aquaman, and Madelyn had promptly taken the Blackbird out to the Fortress; touching down just outside the Fortress' shield, they were greeted by Namor and Namorita. "Believe it or not, Fishy, this actually wasn't our idea," Wolverine answered. "These Kree and Skrull guys came right out of left field."

Namor sighed, putting his hand to his forehead. "And naturally, the surface-dwellers' Senate only exacerbated the situation," he muttered, before gesturing towards the open ocean. "A trend which others seem intent to follow."

Glancing towards the polar waters, the four of them saw a large flotilla of naval warships and carriers, flanking a collection of smaller ships – research vessels. Madelyn looked stricken. "Your Majesties, this is not our doing; General Fury assured…"

"That he did, Agent Pryor," Namorita agreed, "and in this, he kept his word; these are not American vessels, but a collection of European naval forces – British, French, Russian, Spanish, to name only a few."

Leviathan blinked. "What are they doing here?"

"Is it not obvious?" Namor asked harshly. "Someone in your government has allowed the existence of the polar outpost to become known to the international community; these fools have likely jumped to the same conclusion your leaders did – that its technology can solve this problem, along with all others your people face. Our fleet was barely able to mobilize ahead of them; an entire task force is underwater, blocking them from advancing – otherwise, they'd be stampeding against that shield."

Wolverine scowled. "Swell. There goes the neighbourhood."

"We'll have to look into that problem later, Namor," Aquaman said. "Right now, we have larger concerns; Power Girl asked us here to help plan the defence of the Fortress. Once the invasion fleets get here, this place will be Number One on their hit-list."

"Very well," Namor agreed, before he looked around. "Where is she?"

"Right here."

Turning towards the Fortress, the six of them saw Power Girl walk out of a temporary gap in the shield, followed by both Krypto and Kurox…who was now considerably larger, his crystalline armour bulkier, his Plasma-Cannons much larger than before. As the shield closed behind them, Leviathan gulped. "Whoa…Tin Man, have you been hitting the gym?"

"_Negative, Leviathan; striking an exercise facility serves no logical purpose,_" Tin Man answered. "_My sole activity in the preceding days, as per Master Kal-El's orders, was to undergo a large-scale refit of my weapons' and shielding systems._"

Seeing the massive crystal automaton, Namorita lightly gasped. Namor was equally astounded. "What in Neptune's name is…_that?_"

Aquaman chuckled. "That, Namor, is Kurox, though we just call him Tin Man," he said. "He's Kal's old family butler/research-assistant/bodyguard. He tagged along when Kal and a few others went to rescue Kara from Argo."

Her eyes wide, Namorita looked into Tin Man's visor, into the blinking, multi-coloured space of his positronic brain. "He's…an intelligent _machine?_"

Tin Man stared back at her. "_Accessing database…match found: Atlantean, female, species-name Homo mermanus, species-designation C1-S3-45683; specific match found – Co-Sovereign-Designate Namorita._" His positronic gaze settled on Namor. "_Sovereign-Designate Namor; as per General Zod's orders, you have Conditional Command Priority with Mistress Ka-Lir for the duration of the polar campaign._"

Namor frowned. "Pardon me?"

Power Girl quickly spoke up. "Your Majesty, Kurox just meant that, if you agree to help us, he's been instructed to listen to your orders along with mine in the defence of the Fortress," she explained. "If you agreed, we were going to ask you and your fleet to help repel the invasion vessels that will be trying to land here."

Namor looked sceptical. "You will be left in command?"

Power Girl sighed. "Since Kal and Zod are off-world, there are only _two_ of us that can operate the Fortress' defences," she said, "and Kara can pilot the _Argo_ better than I can, once it gets back here!"

Namorita chuckled. "Point taken."

Wolverine arched an eyebrow. "So whaddya say, Fishy? You in?"

Namor sighed. "Well, what is the alternative? Leave the defence of the most advanced outpost on the planet in your hands, Logan?" he shot back. "Atlantis might as well blow _itself_ out of existence and save itself the anticipation."

Aquaman chuckled. "He's in."

All the while, Krypto's nose had been sniffing the air, testing the multitude of newer smells on the ice; wandering towards the ice's edge, he stopped as he spotted the flotilla of ships, and started growling. "Hey, we hear you, boy," Leviathan agreed. "We're not fussy about trespassers, either."

Madelyn frowned. "I'll contact General Fury; hopefully, he can help get these fools out of here."

"We don't have time!" Power Girl insisted. "The longer these ships are here, the less time they'll have to get into position once the invasion force arrives!"

"True," Namorita agreed, "but they must have assumed that whatever was here was worth the risk."

Her eyes narrowing, Power Girl turned to Tin Man. "Kurox, get me Communications: I need a wide-frequency alert! I want _every_ single ship in that flotilla to hear me! Send it out in as many languages as needed!"

"_Command accepted; accessing Communications…done. Transmission ready, Mistress Ka-Lir; you may proceed._"

Instantly, a small, holographic box appeared in front of Power Girl. Taking a deep breath, she spoke into it. "To all the ships that came here in search of a solution to this crisis: I am afraid that we have none here! If your superiors thought that this outpost had the power to stop the coming invasion, they were mistaken; this outpost's weapons can slow the invaders down, but only if they are used from here! Kryptonian technology is incompatible with Earth's power grid; even if we gave any technology to you, it could never be used to its maximum potential! There is _nothing_ here that can help you!"

She paused to let that sink in. "We do have a plan for dealing with the invasion-fleet, but all of you being here isn't helping!" Power Girl continued. "If you want to help defend your countries, you should return _home_; we'll be contacting your leaders once our plan is in place, but right now, we need you to clear out! Once the fighting starts, your ships will be a liability if they stay here! Your people need you more at _home_ than they do here!"

As Power Girl ended the transmission, Madelyn blinked. "Well, that was different."

Wolverine just folded his arms. "You actually think they bought that, Diva?"

Power Girl sighed. "I just…did what Superman would do." She glanced to Tin Man. "Any changes, Kurox?"

Tin Man was silent for a few seconds. "_Analyzing…done,_" he stated. "_Affirmative, Mistress Ka-Lir – target vessels have powered engines and are altering course heading. Course-corrections are consistent with escape-vectors; it appears they are moving to open ocean._"

Power Girl breathed a relieved sigh. "Contact the Watchtower; tell Batman we may need to give the EU a preliminary briefing on the plan before anybody _else_ tries anything like this."

"_Acknowledged._"

Glancing towards the retreating vessels, Namor then glanced towards Power Girl, his expression a mixture of surprise and approval. "You actually persuaded them to withdraw."

Leviathan chuckled. "Hey, that's our PG!" he said. "She may not be on stage, but she's still got a silver voice!"

Power Girl half-smiled, as she gave her teammate a light, playful shove. "Shut up."

Inching towards Leviathan, Namorita smiled as she discreetly laced her hand through his. "If we're going to help defend this outpost, we should familiarize ourselves with the territory," she suggested. "It might be prudent to scout the surrounding area. Ron could…"

"Ronald could assist me in scouting the east side of this facility, cousin," Namor corrected sternly. "You and Arthur will scout the west side." To Wolverine and Madelyn, he added, "Logan, Agent Pryor, kindly convey to Fury that he need not send any warships here; Atlantis will gladly assist in repulsing the invasion forces that land here."

Madelyn nodded. "Of course."

Seeing Leviathan's pallored face, Aquaman chuckled. "Good luck, Scales."

"Thanks." Turning to Namorita, Leviathan managed a faint smile. "Well, 'Nita, if I don't come back," he gulped, "you'll know who did it."

Namorita chuckled nervously. "I'm sure he wouldn't…"

"_Ronald._"

Leviathan flinched as Namor interrupted his cousin. "Just saying." With that, he turned, and followed Namor, while Aquaman and Namorita headed for the west side, with Logan and Madelyn heading back to the Blackbird, as Power Girl and Tin Man returned to the Fortress.

As they walked several miles around the impressive luminous dome of the Fortress' shield, Leviathan made sure to keep a respectful difference behind Namor; no sense in giving him an _extra_ reason to skin him alive. By then, they had come to a fairly wide-open ice-field, dotted with medium-sized, perma-frozen snowdrifts. "These look like they could provide cover," Leviathan observed, before gulping, "which I'm sure Your Majesty has noticed already."

Namor merely nodded absently to himself. "I suppose, provided the invasion fleet attempts to land on the east side," he said. "Would this outpost be able to provide cover-fire?"

"Uh…I'm not sure, but I think Superman said that the Fortress only had enough juice to keep its big guns firing while keeping up the shield," Leviathan answered. "It could probably blast down a bunch of landing-vessels, but once they land…"

"…we would have to handle them ourselves," Namor muttered.

Leviathan smiled helplessly. "Like I said, I'm no expert on this place; you'd have probably been better off talking to Kal or Kara about this…"

Namor glared at him over his shoulder. "You question my decision?"

"No, no!" Leviathan exclaimed. "I'm just…curious as to why you asked _me_ to tag along," his expression paled, as a haunting realization settled over him, "out here…with you…all alone…out of screaming-distance…"

"Do you love my cousin?"

The question knocked Ron out of his dawning horror. "What?"

"It's a simple question." Namor's tone was flat, his expression hard. "Yes or no, please."

Leviathan took a deep breath. "King Namor, Your Majesty, _sir,_" he began, "I'm going to be honest: with regards to my relationship with your cousin, it's difficult for me to answer that. Even before my little change, I wasn't exactly the most popular guy in my neighbourhood, and once I woke up one day looking like…_this_, my interactions with the opposite sex – heck, with _everybody_, even my own family at times – were limited to them running screaming in the other direction. This is all kinda new to me."

Namor still frowned. "You are saying you do not know."

"I'm _saying_ that I don't have a lot to base this on," Leviathan insisted. "Sir, your cousin is _easily_ the coolest, nicest, most beautiful, most _wonderful_ girl – _woman_ – I've ever met, and I'd rather tear off my own _arm_ than hurt her." '_Which is something you'll probably hold me to, but that's beside the point._' Taking a deep breath, he continued, "I think that I either do love her, and just haven't figured it out yet, or I'm in the process of falling in love with her." He sighed. "If that makes any sense."

Namor was silent for a moment, and then he nodded. "It's more than I had expected." He glanced back towards the polar landscape, as he started to walk. "When these invaders arrive, we will need every available marine-capable warrior we have. Will you assist us?"

Following along behind Namor, Leviathan nodded. "Of course."

Namor chuckled grimly. "Good," he said. "You have passed the first test."

Leviathan started to feel his unease lift. "So…does that mean you don't hate me, anymore?"

"It means you may attempt the second test."

Leviathan blinked. "Oh…okay. So…what's the second test?"

"My aunt Namora."

Leviathan's unease rushed back to greet him. "And she would be…Namorita's mother?"

Namor's smile was darkly pitying. "You thought _me_ a difficult relative to please, Ronald?" he chuckled ruefully. "You have seen _nothing_ yet."

'_Of course I haven't,_' Leviathan thought glumly. "You know, Your Majesty, suddenly a Kree-Skrull invasion is starting to look pretty good, about now…"

XXXXXXXX

_Cel'Mak IV_

As the silver silhouette raced by, Superman was instantly on-edge, his vision tracking it as it slowed, hovering over the Cel'Makkian village, until it was completely visible.

Hovering over the village was a tall, strongly-built humanoid, seemingly made entirely out of silvery metal, with no hair on his bald head whatsoever, standing on what looked like a surfboard, made out of the same material he was. The stranger's expression was utterly tranquil, but as he gazed upon the locals, his face saddened with sympathy.

The sight of this newcomer turned Corsair's face ghostly white. "Holy Mother of God…it's _him,_" he murmured.

"Huh?" Rogue asked. "You know that guy?"

Corsair didn't answer, turning to Superman. "Kal, we have to get out of here, _now!_" he cried. "Where he goes, death isn't far behind!"

Superman was equally confused. "What do you mean? Who is he?" he asked. Taking out his belt-computer, he swept a scan-beam over the stranger, and was astounded. "My God…this guy's practically glowing! It's like every cell of his body is infused with some kind of energy; I've never seen anything like it! The closest thing I've seen was in…" His eyes went wide, as he started to understand. "…was in…"

Raising his hands, the stranger spoke, his words echoing into the psychic plain, translating themselves into the brains of all that heard. "People of this planet, great peril is upon you!" he called. "My master, the Eater of Worlds, will arrive here before day's end, and shall feast upon your planet! You must flee here; you must leave this planet, or perish!"

Shadowcat was horrified. "Did…did he say his master was going to…_eat_ this planet?"

Lobo scowled. "Not until I get my payoff, he ain't!" he bellowed, stomping towards the silver man. "Hey! Chrome-Dome!" Hearing Lobo's shout, the silver figure glanced down. "If yer master wants to take a fraggin' bite outta this fanboy-factory, he's gonna have to take a number! I gotta job to do, and I ain't leavin' 'till I do it!"

The figure stared back calmly. "I have delivered my warning, man of Czarnia," he said. "If you remain here when my Master comes, you will die; you must heed my warning if you wish to live."

Lobo's rage boiled over. "_NOBODY_ tells the Main Man what to do!" he exploded, drawing his shotgun and taking aim.

"Lobo, _no!_" Superman cried. "You don't know who that is!"

But Lobo didn't listen; charging his weapon, he let loose a deadly plasma-blast; the energy-surge blazed through the air, striking the silver man in the chest…and dissipating, diffusing harmlessly along his chrome-hued skin, as the figure absorbed it. Lobo's rage turned to incredulity. "What the frag?"

The man's pure white eyes narrowed. "I came in peace to deliver a warning," he said, raising his hand, "but I did not come to be fired upon."

_TSSSSAAAAPPPP!_

At that last word, the silver man fired a burst of pure white energy from his fingertips, searing through the air and striking Lobo dead in the chest, sending him flying across town, all the way past the village outskirts. Landing hard enough to crater the ground, Lobo groaned, dragging himself to his feet. "_Ow._"

With eerie speed, the man's board brought him in front of Lobo in the blink of an eye. "Will you now heed my warning?"

Lobo's eyes narrowed. "Yer "master's" gonna have to find himself a _new_ herald, fanboy!" he snarled. "'Cause the Main Man is _pissed!_"

Quickly, Superman darted in front of the silver figure. "Wait!"

Glancing at him, the chrome-skinned man arched a hairless eyebrow-ridge. "You are of Krypton," he observed, confused. "Your planet was destroyed."

Superman nodded. "Yes, but I and a few others survived," he answered. "Since you know what I am, permit me to guess what you are; are you a Herald of Galactus?"

The silver man nodded. "I am the Silver Surfer, Wielder of the Power Cosmic, charged by Galactus to locate suitable worlds for him to consume, and warn their inhabitants of his coming."

Superman shut his eyes. "I was afraid of that," he murmured. "What are you doing _here?_ How did you find this system?"

"I admit, this system was difficult to find; had it not been for a disturbance in sub-space, I would not have seen it." The Surfer smiled pleasantly. "It gladdens me that your people live, man of Krypton; yours were one of the rare handful that managed to outwit my Master," he added, before his smile faded. "However, you cannot stay his hand, this day; you must flee, before he arrives. You have one hour." With that, he pointed his board towards the sky, and glided off, heading out into space.

With the Silver Surfer gone, the others started to walk over to Superman and the dazed Lobo. "Okay, _what_ was all that about?" Shadowcat exclaimed. "Who _was_ that guy?"

Superman's expression was grim. "That, Kitty, was a Herald of Galactus."

Even Lobo looked amazed at that revelation. "Well, frag me sideways; no _wonder_ I got my ass kicked."

Rogue arched an eyebrow. "Ah'm guessin' that means something."

"Remember how I told you about Class _Six_ entities?" Superman asked. "Galactus is one of them."

Gambit gulped. "So dat Surfer guy be workin' for someone dat could've blown Krypton sky-high?" he said. "_Merde._"

Shadowcat looked stricken. "But…that Surfer didn't seem like a bad guy! I mean, that was probably the _nicest_ warning of impending doom I've ever heard!"

"He probably isn't a bad guy, Kitty," Corsair said. "In the past, Galactus has recruited Heralds like him to scout out prospective worlds for him to consume, in exchange for him sparing the world of the Herald in question. The Silver Surfer likely sacrificed himself to save his world."

Hepzibah nodded. "Every Herald is imbued with some form of Galactus' Power Cosmic, which allows its wielder to tap into the force that spins the very universe," she added. "Alone, each Herald is a dire threat, even without considering Galactus."

"Whatever," Lobo muttered, holstering his weapons. "So how do we get Galactus to frag off, fanboy? How'd yer people do it?"

Superman snorted. "Through a lot of dumb luck, mostly."

Corsair shut his eyes. "Hepzibah, contact Ch'od and Raza; have them prep for launch."

"Wait, we're just…we're just leaving?" Shadowcat cried.

Avalanche's eyes narrowed. "These guys' planet is about to go on the menu, and you're just gonna punk out?"

"Do you think we _want_ to?" Corsair shouted. "We've _seen_ Galactus in action! We've actually been on planets he's consumed – planets housing civilizations a _lot_ more advanced than this one! They threw everything they _had_ at Galactus, and he never even slowed _down!_" He sighed, drooping his shoulders. "Galactus _can't_ be stopped; Cel'Mak IV is doomed."

"But…but there _has_ to be something we can do!" Shadowcat cried. "Kal, you said Krypton managed to hold him off, right? It _can_ be done!"

Lobo snorted. "Get real, babe," he scoffed. "We're just Styllian Stinkbugs, and Lacko's a guy with a boot. Do the math." He turned to go. "Been real, fanboy."

Superman's eyes opened, his face thoughtful. "There…_might_ be a way."

Lobo spun around, his expression incredulous. "Oh, _FRAG no!_" he shouted. "Don't _tell_ me you're gonna pull another do-gooder routine, fanboy!"

Superman's expression turned firm. "You heard him, Lobo; if it wasn't for us, he'd have never noticed this planet! What I'm thinking of…it's an incredible long-shot," he said. "I don't even know if we'll be able to try it…but we just _might_ be able to save this world!"

"Are you fraggin' _CRAZY?_" Lobo burst out. "Yer gonna try and stop the fraggin' _World-Muncher?_ It can't be done!"

"Not with an attitude like _dat, homme,_" Gambit replied.

Corsair nodded. "As much as I hate to say it, we'll likely need every hand," he added. "What do you say?"

"No fraggin' way! Not even the Main Man is _that_ crazy!" Lobo started to walk off. "I'm gettin' the frag out of here while I still can!"

Superman arched an eyebrow. "Even if it means losing your payday?"

Lobo paused.

"We've still got an hour before Galactus arrives," Superman continued. "What have you got to lose?"

Lobo's scowl could have driven nails. "_Fraggin' HELL!_" he exploded, before calming. "Fine."

"Good."

"So what exactly is this plan of yours?" Corsair asked. "How will we know if it can work?"

"For that, we'll need to head to Farstrider Base; we should be able to perform a planetary scan from there," Superman said. "We'd better get moving – we haven't got much time!" With that, the eight of them – including a grumbling Lobo – headed off, towards the gleaming outpost.

XXXXXXXX

_Deep Space_

'_Space…my home…_'

As he glided out to the edge of the Cel'Mak System, the Silver Surfer was at peace, allowing the tranquil silence of the endless void to fill him. Often, there were times when even the peaceful silence of space could not quell the melancholy that seemed to fill him, the unnamed yearning for something he simply could not place.

On those days, the notion of fulfilling his duty to his Master was more agonizing than normal. Still, it was his duty. He had to proceed.

Stopping at the very edge of the system, the Surfer concentrated, before firing a beam of cosmic energy into the void, piercing the fabric of space and drawing it back, channeling his cosmic awareness into the underlying space, reaching between space and time…until his mind found who he sought. '_Master Galactus, I have found a suitable world for you._'

Galactus' thoughts were thunderous as he boomed back. _**EXCELLENT, MY HERALD. I SHALL ARRIVE SHORTLY.**_

The Surfer looked stricken. '_Master, I had told the inhabitants that you would arrive in one hour, to give them time to escape…_'

Galactus sighed. _**VERY WELL, MY HERALD. IN ONE HOUR'S TIME, I SHALL ARRIVE, BUT I EXPECT YOU TO ENSURE I AM NOT INTERRUPTED.**_

'_Of course, Master,_' the Silver Surfer answered. '_I shall await your arrival._'

As the trans-spatial void partially closed, marking the spot where Galactus would arrive, the Surfer turned and flew back towards Cel'Mak IV, to do his duty…

"_My love…_"

Stopping in mid-flight, the Surfer froze as that voice – that soft female voice – wisped across his memory.

"_Do not do this, beloved…we will find another way…_"

"_I will wait for you…I will wait forever and ever…_"

That haunting memory drew a gasp from the Surfer's normally-unused lungs. This had to be the third or fourth time that memory had surfaced in his mind…and he still had no idea what it meant.

Steeling himself, the Surfer shook off the memory. It did not matter; he had his duty to perform. Glancing back towards the doomed Cel'Mak IV, he recalled the Kryptonian and his companions.

His Master had ordered him to ensure he was not interrupted, and Krypton's people had once thwarted his Master's plans to feast upon Krypton.

Perhaps they had heeded his warning, but he had to make sure. His eyes narrowed, the Surfer streaked towards the planet, to carry out his duty.

XXXXXXXX

_Xavier Institute, Earth_

"Bobby?"

After suiting up, Iceman had been about to head outside, to meet up with Flash and Green Arrow in the Javelin-3, to assist them with their latest evacuation mission, when he'd heard Jubilee's voice. Turning, he saw her chocolate eyes narrowed with worry. "Hey, Jubes," he greeted. "How are you holding up?"

Jubilee managed a faint smile. "That's what I was going to ask."

Iceman sighed. "Well enough, I guess."

Jubilee looked stricken, nervously chewing the side of her lip. "How…h-how can you be so calm about this?"

Iceman moved towards her. "Jubes…"

"We're…we're facing a _war!_" Jubilee cried. "The entire _planet_ could get blown to pieces! How can you be so calm when we're facing the end of _everything?_"

Quickly, Iceman hugged her, shushing her gently. "Jubilee, _when_ did I say I was calm?" he asked. He managed a faint grin. "Jubes, I'm wound tighter than an industrial spring! This is the kind of nutty stuff that _Clark_ usually handles! If he weren't off chasing down that Battlestation, _he'd_ be leading X-Force, and I'd be happy to _let_ him! I've been tossed ass-backwards into the kind of situation that _Superman_ usually handles! I'm scared out of my freakin' _mind!_"

Jubilee giggled faintly. "Well, when you put it like _that…_"

Iceman chuckled. "All I know is that if we're going to get through this, it'll be by doing what we've all been trained to do. Freaking out won't help." His grin grew. "_After_ this whole mess is done, _then_ I can have a heart-attack."

Jubilee's laugh grew more genuine. "Yeah, I guess you do have a lot on your plate!"

"We _all_ do, Jubes."

Jubilee's smile turned guilty. "Sorry I wigged out."

Iceman grinned. "Hey, if you hadn't, I probably would have."

'_Bobby, would you please report to my office? We have a minor situation._'

Hearing the Professor's telepathic summons, Iceman felt nervous. "Okay, that can't be good."

Smiling gently, Jubilee looped her arm around his. "We'd better go find out what the Professor wants." Smiling back, Iceman took a deep breath, and headed off, with Jubilee by his side.

Before long, they had reached the Professor's office. "What's the situation, Professor?" Iceman asked.

Putting the phone down, Charles managed a smile. "I've just heard from the Watchtower; they've been in contact with Councillor Wazzo," he said. "She's managed to recruit eight capital ships and several fighter-wings for the campaign. They should be here within a day."

Jubilee beamed. "That's great!" she exclaimed, before confusion clouded her face. "But then what's the problem?"

Charles sighed. "The problem is a bit more domestic." With that, he switched on his intercom. "You may come in now."

A few seconds later, Iceman heard the office door open, before he was tackled into a hug. "_My baby!_"

Iceman recognized the voice immediately, and as he turned around, he confirmed it. "_Mom?_"

Stepping back from her son, Marina Drake, in her usual grey sweater and blue jeans, her greying brown hair tied in a bun, smiled wearily. Standing behind her in the doorframe was her husband, Frank Drake, tall and lean, his short blond hair greying at his sideburns, clad in his brown slacks and light blue button-up shirt, matched his wife's smile. "It's good to see you, Bobby."

Iceman smiled back. "It's good to see you too, Dad." Glancing past him, he nodded at the third visitor. "Hey, Donnie."

Standing behind his parents, in his skater shorts and sleeveless black t-shirt, his sullen green eyes almost hidden behind the front bangs of his otherwise short black hair, 13-year-old Donnie Drake just scowled, looking away. Iceman inwardly groaned. '_He still hates me._'

His mother's voice interrupted his thoughts. "Go up and pack your bags, Bobby. We're leaving, right now."

Iceman's eyes went wide. "What?"

Charles sighed. "It seems your parents wish to withdraw you from the Institute," he said. "After everything that's happened recently, I'm surprised they're the only ones."

As Jubilee inched away, stricken, Iceman shook his head. "You…you can't be serious…"

"We most certainly are, mister!" Marina insisted. "We _never_ would have agreed to send you here if we'd known about the kinds of things that man would be sending you into, and now he expects you to…to fight a _war?_ _Absolutely not!_ You're coming home with us!"

Iceman frowned. "Mom…"

"I don't want to hear a word about it! Go pack your bags!" Marina turned to glare at Charles. "You'll be hearing from our attorney, Xavier!"

Sparing one glance at the distraught Jubilee, Iceman's eyes narrowed, as he levelled a glare at his mother. "_No._"

His tone threw his mother. "Excuse me?"

"In case you haven't _noticed_, Mom, this whole _planet_ is facing a crisis!" Iceman snapped. "I'm not going to back out when people are depending on me; not for you, or anybody!"

Marina flinched. "Robert, you're not even finished high school! This isn't supposed to be your problem…"

"Maybe it's not supposed to be," Iceman said, "but it _is._ This invasion is _everybody's_ problem, Mom." His frown grew. "Sticking my head in the sand didn't work with me being a mutant, and it won't work now!"

Frank looked grave. "Son, nobody's trying to belittle what you do here," he reasoned, "but don't you think you should leave this to the professionals?"

"I hate to break this to you Dad, but we _are_ the professionals!" Iceman insisted. "_This_ is what we're trained to do, and believe me, we're _good!_" His expression turned firm. "So unless you plan on _dragging_ me out of the Institute, I'm not going anywhere!"

And with that, he iced himself over. "If you'd care to try your luck with that, you go ahead."

Seeing her son turn icy, Marina gasped in horror, while Frank's jaw tightened. Donnie's scowl just grew, as he stormed away at the sight. Glancing to Charles, Frank spoke up. "Professor, maybe we should discuss this a bit further," he said. "I think there are a few things going on that we didn't understand, before now."

"Perhaps that would be a good idea," Charles agreed. "Bobby, Jubilee, you are both excused." Nodding, Iceman and Jubilee turned and headed out of the office.

Once they were far enough away, in the Institute's lobby, Jubilee smiled radiantly. "Bobby, that was _awesome!_" she exclaimed. "I've _never_ been able to stand up to my parents like that!"

Iceman let out a breath he hadn't realized he'd been holding in, before managing a weary smile. "Hey, it's been a fair time in the making."

Jubilee looked quizzical. "You don't get along with your folks?"

"It's…complicated," Iceman said. "When my powers first activated, my Dad was pretty freaked, which is understandable, since it's not every day your son turns into a living, breathing snow-making machine. Still, he's at least _trying_ to deal with it." His smile collapsed. "_Mom,_ on the other hand, is in complete denial. When she walked in on the winter wonderland I'd accidentally turned my room into, she didn't even react! Even now, I bet she doesn't even want to _admit_ that something's different about her kid! When the Professor showed up, she barely even _acknowledged_ that I was a mutant!"

Jubilee's expression turned stricken. "What about your brother?"

Iceman's sigh echoed of sadness. "The day my powers emerged, Donnie was the most freaked of all; he didn't speak to me that whole day," he murmured. "I think that when…when the Professor came and told my folks I was a mutant…" Unable to finish, he looked down. "Actually, I'm pretty sure Donnie hates me."

With a sad little smile, Jubilee took his hand in hers. "Well, that's just too bad for him," she cooed, "because he's missing out on having an _awesome_ big brother."

Iceman chuckled. "Yeah, I guess it would be cool, having a brother that can make his own ice-cream."

Jubilee giggled, before her tone turned sincere. "I mean it, Bobby," she continued. "I never told you this, but…when you first stepped up to lead the New Mutants when the X-Men and the League were elsewhere, I thought that was just _awesome!_"

Iceman chuckled, feeling his face grow warm. "Hey, I had a great example to follow."

Now Jubilee's face was rosy. "I…I just wanted to tell you that…when the Kree and the Skrulls do get here…there's no-one I'd rather follow than you."

It was only then that Iceman noticed how close their faces had gotten; he could actually feel her breath on his nose, and almost taste the scent of her favourite cherry-flavoured bubblegum as she exhaled…which made a wonderful chill race down his spine that had _nothing_ to do with his powers. "Jubilee, I…"

A cough interrupted them. "Hey, if you two are gonna get a room, you mind if we go talk to Professor X?"

Turning, Iceman was surprised to see who had just walked into the lobby. "Todd? Fred?" he exclaimed. "What are you guys doing here?"

As the last remnants of the original Brotherhood walked in, in uniform, Toad shrugged. "Hey, when we were talking on the phone last night, Wanda said that you guys needed all the help you can get," he answered, "so we figured, why not?"

Blob nodded. "Anything we can do?"

It took a moment for that to sink into Iceman's brain, but he managed a grin. "Jubes and I were just going to help the League with an evacuation mission from one of the hot-spots the invasion-force is expected to hit," he answered. "We could always use a few extra hands!"

Toad grinned back. "Sounds like a plan!" he said. "Count us in!" With that, the four of them headed out, to meet up with the Javelin-3.

As they walked, Iceman tried his best not to think about things too much; he tried not to dwell on the fact that his parents – mostly his mother – had chosen to try and take him out of the Institute in the middle of an alien invasion, in which he was acting squad-leader in Superman's absence…

…and then he felt Jubilee slip her hand into his.

Glancing towards her, Iceman's eyes met her smile…which automatically drew up a smile of his own.

Somehow, though, he knew they could get through this, just like they always did.

XXXXXXXX

_Cel'Mak IV_

"So, this is what Kryptonian tech fraggin' looks like, huh?"

As they walked into Farstrider Base's data-core, Lobo's crass voice broke the silence. "What the frag is it with you feebs and crystals?"

Superman fixed Lobo with an annoyed stare, but otherwise ignored the remark. "_Farstrider Base: bring up all data related to Class Six threat-entity designated Galactus._"

Instantly, a stream of holographic glyphs appeared in front of Superman, racing by at a dizzying speed, before stopping, prompting him to scroll back. "Our knowledge of exactly who and what Galactus really is has always been imited," Superman admitted. "All we have ever been able to say for certain is that he is a being of pure energy, tied directly into the energy of the universe itself, which is where his Power Cosmic comes from."

"Okay," Avalanche said. "So how do we stop him?"

"Good question," Rogue said. "How do ya stop a guy that snacks on _planets?_"

"He doesn't actually _eat_ planets whole, Rogue," Superman corrected, bringing up a holo-image of a planet, where a massive humanoid was standing in front of an equally large machine. "We're still not sure how he does it, but we think that he assembles this device – a kind of "Muonic Inducer" – on his target planet, and uses it to convert the planet's biomass and resources into a high-energy stream of muons, which he can absorb and utilize." The image of the planet changed, going from green and verdant to brown and dead. "Doing this permanently destroys the planet's ecosystem, rendering it incapable of supporting life, while also annihilating any lifeforms on the planet at the time of conversion."

"_Merde,_" Gambit muttered. "And here Gambit thought he'd seen it all."

"Well, why's he coming here?" Shadowcat cried. "Can't he just find some _empty_ planet to snack on?"

"Galactus won't eat just _any_ planet, Kitty," Corsair murmured. "The kinds of planets that he consumes are the ones with resources that tend to cause life to arise on it."

Avalanche gulped. "So how'd Krypton stop him?"

"We didn't, Lance; not really, anyway." Superman's voice was haunted. "It was in the first millennium after we'd developed World-Gate travel; a small survey-team was studying the plant-life on a small planet, which was home to a Class One agrarian society, just like this one…and then, all of a sudden, he appeared. The survey team tried to fight him off, but their weapons didn't even scratch him; all they could do was escape, and watch as the planet, and everyone on it, was eaten alive."

He took a deep breath. "As soon as the Council heard about it, they immediately ordered all of Krypton's scientists to develop a way to repel Galactus, should he arrive on Krypton," he continued. "This led to the development of our phase-shift technology; an entire array of phase-shift generators was built across the surface of Krypton, to push the planet into a quantum state that Galactus – hopefully – couldn't reach."

Lobo scowled. "So basically, you feebs hid," he spat. "So much fer bein' one of the most advanced buncha fanboys out there!"

Rogue glared at him. "Hey, at least it worked!"

"Yeah, _barely,_" Superman said. "We had no guarantee it would work, Rogue, and the power-requirements were so massive, we had to shut down _every_ other piece of technology on Krypton; if it failed, we might not have been able to power up an escape-ship in time!"

"But it _did_ work, right?" Shadowcat asked.

Superman nodded slowly. "Several years after the phase-shift defence-net was finished, Galactus found Krypton," he murmured. "The Council gave the order: every system on Krypton was shut down, and we phased the planet. Galactus tried to land, but he passed right through; it worked."

"So what was the problem?" Hepzibah asked.

"The problem was, we had no idea how long Galactus could hold out," Superman answered. "Even with our entire power-grid feeding the defence-net, we had only enough energy to last a month. For about one whole month, Galactus just hovered in orbit around Krypton, waiting…and then, when we had only about an hour's worth of power remaining, he just left."

"Guess he got too hungry," Avalanche observed.

"Like I said: we got lucky," Superman replied. "From then on, the Kryptonian Defence Force had a new standing order: seek out and evaluate Galactus' activities at all costs. The idea was that, by analyzing how Galactus fed upon planets, we might develop a more effective countermeasure, should he ever come back." Skimming the data-output, he frowned. "This'll take forever," he muttered. "_Computer: limit readout to analyses and reports submitted by Defence Force personnel following date of first contact with Galactus!_"

Instantly, the readout shrunk down to about a dozen files. Picking one, Superman skimmed it, and smiled. "Okay, so far so good," he murmured. "_Computer: does this planet possess any large deposits of pure quartz? Limit results to deposits in excess of 20 metrions._"

"_Scanning…done. One deposit found._"

Instantly, the holo-readout brought up a map of Cel'Mak IV, showing a large region of mountains. "_Synthesize one Sub-Space Transponder, tuned to 579 eraquins, and one Power-Converter, set to electricity!_"

As the outpost quickly generated the devices he'd mentioned, Rogue blinked. "Okay, what was all that about?"

"In order for this plan to work, we need to buy time!" Superman said, bringing up the main interface, and starting his calculations. "In order for my idea to have even a _chance_ of working, I have to get my numbers right, all the way down to the _tenth_ decimal place! We'll need a way to stall Galactus!"

"Stall Galactus." Corsair's voice was flat. "Superman, do you have any idea how _insane_ that sounds?"

"Oh, believe me, I do!" Superman answered, handing him the devices he'd generated. "But just as Galactus was one of the things _Krypton_ was afraid of, there are things that even _Galactus_ is afraid of!"

Gambit arched an eyebrow. "Dat so?" he asked. "An' just _what_, exactly, could a man dat snacks on _planets_ be afraid of?"

"There's no time to explain!" Superman insisted. "I've sent a set of coordinates to the _Starjammer;_ contact me the _minute_ you're there!"

Lobo was suddenly chipper. "Fine by me, fanboy!" He started to walk out…

The instant he moved, an alarm klaxon blared, slamming down a force-field in front of Lobo, blocking his path. Confused, Superman checked the alert…and glared at him. "Lobo." His voice was hard as iron. "_Drop_ it."

Lobo looked nervous. "Supes, what're you talkin' about? The Main Man doesn't…"

"_Lobo._"

Lobo just sulked…as he opened his vest, letting a single crystal-processor drop out.

"_And_ the _rest_ of them."

Scowling even more, Lobo shook his vest, allowing a good half-dozen more crystals to fall out.

Shadowcat was disgusted. "What the heck is _wrong_ with you, you _creep?_"

"What? He wasn't usin' em!"

As the alert shut down, raising the barrier, Superman gathered up the crystals, keeping a stern eye on Lobo. "If I had the time, buster, I'd have _words_ with you about this."

Lobo snorted. "Whatever, fanboy." With that, he stormed out.

Corsair and the others started to do the same. "We'll contact you when we're there," the Starjammer captain said, as the six of them headed after Lobo, while Superman quickly reinserted the crystals, before resuming his calculations.

XXXXXXXX

_International airspace, Earth_

"So you're sure this is a good idea?"

As she, Hawkgirl, and Supergirl flew across the Pacific, Wonder Woman nodded at her winged teammate's query. "Regardless of how some of my sisters may feel about Man's World, Shayera, none would simply abandon them to such a horrible fate."

Shayera arched an eyebrow. "Even that Artemis?"

Diana suppressed a guilty chuckle. "_Almost_ none of them, at least."

Glancing down at the watery horizon, Supergirl frowned with confusion. "So where exactly is this island?" she asked. "I can't see anything within miles of here."

"I doubt that you would, Kara," Wonder Woman answered. "Themyscira is hidden behind a veil, crafted by Hephaestus himself. No mortal eye can see through it." She looked ahead. "We should be reaching it just…about…_now!_"

As if on cue, a thick cloud of mist rose up out of nowhere, blotting out both the sky and the blue sea below, before suddenly parting…and revealing an idyllically verdant island ahead of them. Supergirl just blinked. "Oh."

Quickly, Wonder Woman dropped altitude, prompting her teammates to follow, touching down amidst the Grecian-style buildings, in front of the central palace; the second she landed, she was swarmed by her fellow Amazons, including one familiar face. "Sister!" Donna exclaimed, rushing forth to hug her elder sibling. "What news do you bring?"

Diana's smile was guilty. "Only ill news, I fear," she confessed. Addressing the crowd of her sisters, she continued, "War is upon this world, sisters! Even as we speak, _three_ terrible foes, each one capable of decimating this world alone, are mustering to come here, and will arrive within days…"

"Capable of decimating _Man's_ World, you mean."

Glancing towards the owner of that voice, Diana felt herself frown. "Artemis."

Her arms folded, Artemis walked forward. "Why is it, Diana, that you only seem to arrive when ill tidins are abound?" she snapped. "Three foes capable of destroying Man's World, you say?" Her eyes narrowed. "Then let Man's World deal with them; it is no concern of ours."

As Artemis' statements drew agreeing murmurs from the crowd, Hawkgirl frowned. "Oh, you think so?" she shot back. "Well, what happens if they succeed, missy? Do you really think they'll just pack up and leave you all be? Think _again!_"

Hearing Artemis' support waver, Diana glared right into Artemis' eyes. "The invaders that are coming now intended to either enslave or destroy the _entire_ world, Artemis: ours _and_ theirs!" she shouted. "Either Themyscira stands with Man's World, or it will fall beside it!" Her eyes narrowed. "I think we will see my mother now."

For a moment, Artemis glowered at her, before she turned, muttering to herself. "Come." With that, she headed towards the palace, prompting Diana, Shayera, Kara, and Donna to follow.

Leading them into the throne room, Artemis bowed low. "My Queen, there are visitors here who wish to…"

But Queen Hippolyta had already risen from her throne, moving to embrace her eldest child. "Diana!" she greeted, smiling, but her smile quickly dimmed as she saw her daughter's expression. "Something's wrong, isn't it?"

Wonder Woman nodded sadly. "Yes, Mother; something _far_ worse than the Annihilator," she answered. "War is coming to this world, Mother."

Hippolyta's eyes scrunched shut. "_Hera…_"

"I fear Princess Diana may speak true, Majesty," Artemis said, "and she is of the opinion that Themyscira should fight alongside Man's World."

Hippolyta frowned. "Is this true?"

"It's that, or burn separately, ma'am," Hawkgirl remarked.

Hippolyta sighed, her patience tested once more. "Diana, you know as well as I that we Amazons have long kept _apart_ from Man's World. We assisted during the crisis with the Annihilator because it was one of us that caused it; honour demanded that we render aid." Her frown grew. "_This_ crisis, however, lies solely in Man's World…"

"Only for the moment, Mother!" Diana insisted. "The foes that are coming will draw no distinction between Themyscira and the rest of the planet; they will attack _all_ of us! If Themyscira does not fight, then it _will_ fall, and perhaps all of Earth with it!"

Hippolyta's eyes went wide with surprise. "By Olympus…what sort of foe could _accomplish_ such a campaign?" she asked. "None but the _gods_ could make such a boast!"

As her comrades looked to her, Supergirl spoke up. "Your Majesty, the invaders that mean to attack Earth come from _beyond_ it. The three foes that now come – the Kree, the Skrulls, and the Shi'ar – all possess space-faring warships: entire armadas of vessels that fly among the stars, with each ship capable of razing the entire planet – Themyscira included – from the sky, without ever needing to land and send in ground-troops!"

Donna frowned. "The tactics of a _coward._"

Hawkgirl shrugged. "Hey, we're not arguing with you."

Hippolyta's expression was thoughtful. "If what you say is true, child, how then _can_ we fight? How can Themyscira combat such a scourge alone?"

"We will not _have_ to fight alone, Mother!" Diana said. "Any troops Themyscira sends will become part of a much larger global campaign, assembled by my comrades, the Justice League!"

Hippolyta arched a golden eyebrow. "There is a strategy, then?"

Supergirl nodded. "Right now, Your Majesty, my cousin – the one called Superman – and General Zod are out in space, retrieving a weapon capable of effortlessly _decimating_ the invasion-forces!" she exclaimed. "All that the rest of us need do is hold them back until they arrive…"

Artemis snorted. "They flee in the face of this threat? How like a man," she spat. "Tell us, then: why do these three rise against Man's World in the _first_ place? Why would they even bother?"

As Supergirl's eyes narrowed angrily, Hawkgirl spoke up. "This all came about because of a Skrull plot, Your Majesty; they manoeuvred the Kree and Shi'ar into threatening Earth so that _they_ could easily seize the knowledge of Superman's people…"

"…and the coward chooses to flee!" Artemis snapped. "If that is one of the so-called "heroes" of Man's World, then the sooner these space-men blast it to pieces…"

"_Shut UP!_"

Her eyes glowing red with fury, Supergirl darted towards Artemis, grabbing her by the collar and lifting her into the air like a rag-doll. "You don't know _ANYTHING_, you loud-mouthed _bitch!_ Do you know how many times my cousin risked his _life_ to help save this planet? And where were _you_ when the Kree and Skrulls arrived? Were you out with Diana helping to _stop_ it?" she exploded. "_NO!_ You were _here_, hiding behind this veil! If there's a coward here, lady, it's _YOU!_" And with that, she _threw_ Artemis into the wall, hard enough to crack the stone, knocking chips loose from the wall.

Coughing to regain the wind that had been knocked out of her, Artemis struggled to her feet, glowering at the three of them. "I think, Diana," she muttered, "that it is time for you and your friends to _leave._"

Hippolyta's gaze was hotter than molten iron. "I do _not_ recall giving that order, Artemis."

Artemis was stunned. "My Queen, that wench assaulted me!"

"You all but _goaded_ her, Artemis," Hippolyta scolded. "When last I checked, it was _not_ the Amazon way to insult our guests so." She looked away. "You are dismissed." Scowling bitterly, Artemis managed one last glare at Diana, before she stormed off.

As Artemis left, Hippolyta sighed, putting her hand to her temple. "Merciful _Hera_, Diana…I swear, if you're not striking Asgardian goddesses, you're exhorting us to go to war," she remarked, though her tone was merely chiding. It quickly became serious. "I appreciate the gravity of this situation, Diana, but you cannot expect me to order our sisters to war when we know nothing about what's at stake…"

"Then _don't_, Mother," Wonder Woman pleaded. "In several days' time, all our allies will be briefed on the details and the plan of attack. All I ask is that you come with us then – listen to what we have to say, and then decide for yourself!"

"And if I should decide not to commit Themyscira to the battle?"

Wonder Woman sighed. "Then we will respect your decision."

Hippolyta nodded. "That is fair," she replied. "Return for me when that time comes, and I will listen to what you have to say; you will have Themyscira's answer then."

Stricken, Diana bowed. "Very well, Mother."

As Hippolyta turned and walked away, Kara looked horrified. "I wrecked everything, didn't I?"

Diana managed a gentle smile. "No, Kara," she said. "Had you not throttled Artemis, I most likely _would_ have."

Shayera faintly chuckled. "Parents, huh?"

"Indeed." Diana sighed with exasperation. "I just hope to Hera that Kal and the others are having better luck…"

XXXXXXXX

_Cel'Mak IV_

High above the surface of Cel'Mak IV, beyond even the outer reaches of the planet's exosphere, the Silver Surfer hovered silently, watching the world below, waiting for the inhabitants to begin their frantic attempts to flee their doomed world.

He had seen it all too often before: first, the leaders of the target planet would scoff at his warnings, then the scientific leaders would notice the sub-space disruptions of his Master's growing portal, making it apparent that his warning was not idle. Then would come the scrambling of the planet's space-program, trying to get as many as possible off of the planet, just barely managing to get into space…and then Galactus would come.

He had lost track of how many times he had seen it happen…and still, it unnerved him to no end.

Strangely, however, it was not happening _this_ time; more than half of the allotted time had passed – the Master's portal was already forming – and still, the denizens of the planet made no effort to flee.

The Kryptonian. He must have had something to do with it; his people had managed to outwit his Master once.

Clearly, this Kryptonian thought he could do the same.

Frowning, the Surfer reached out with his cosmic awareness, tracking each lifeform upon the planet; instantly, he located the Kryptonian, in his people's outpost. Reaching further, he located the Kryptonian's companions, in a vast mountain-range. From what he could gather, there was no threat, but he had to be sure. Summoning the Power Cosmic, the Surfer streaked back towards the planet, racing through the atmosphere towards the mountain-range.

Reaching the mountains in seconds, the Silver Surfer hovered over the vessel of the Kryptonian's companions; several of them – the pigtailed female, the earth-shaker, and the Czarnian – had all disembarked, and were gathering around a large, quartz rock formation. "Okay, Kal, we're here!" the female spoke into her communicator. "Now what?"

Tuning his body to receive electromagnetic waves, the Surfer easily picked up the Kryptonian's reply. "_Place the Transponder and the Converter on the largest deposit of quartz you can find, Kitty,_" he answered. "_Once I give the signal, I'll need you to just partially phase that mass of quartz, while Lance hits it with a seismic wave._"

The youth blinked. "Okay…what'll _that_ do?"

Glancing up, the Czarnian scowled, drawing his weapon. "Save the science-lessons fer later, fanboy! We got _company!_"

As the other two looked up, the Surfer quickly dropped altitude. "Be at peace," he soothed. "I do not wish to harm you." Meeting the Czarnian's gaze, his eyes narrowed. "You should also realize by now that you cannot harm me."

The Czarnian scowled. "Fanboy, you ain't seen _nothin'…_"

"Lobo, _quit_ it!" the female cried. "Hasn't your big mouth caused _enough_ trouble?"

As the Czarnian grumbled, the Surfer turned to the female. "Why do you still linger here?" he asked. "Was my warning unclear? If you stay, you will perish."

"Oh, we heard you," the male youth answered. "We're just not in the habit of ditching when things get rough."

The Surfer blinked. "But what can you possibly hope to accomplish?" he asked. "What do you intend to do?"

The girl chuckled wearily. "Honestly?" she asked. "We have no idea."

The Surfer's eyes narrowed. "Then this is some ploy that the Kryptonian concocted," he said. "I will not allow this to continue." He turned to go…

Whirling on him, the girl glared at the Surfer. "How can you just _let_ this happen?" she shouted. "It's _one_ thing to work for this guy to save _your_ planet, but how can you just stand idly by while he does the same thing to _others?_"

"_How can I let this happen?" he had shouted. "How can our Elders stand by and do nothing while Zenn-La dies around us?"_

"_Beloved, what __**can**__ be done?"_

_His gaze was firm, as he answered his beloved. "The one thing that no other man of Zenn-La will do…"_

Shaking himself out of his memories, the Surfer fought to keep the haunted expression off of his face…and failed miserably. Turning his board, he glided off, towards the Kryptonian outpost, to locate the Kryptonian...

…and to keep his comrades from seeing his horrified expression.

Reaching the shielded base in seconds, the Silver Surfer shifted his quantum state, allowing him to phase through the barrier without effort. Hopping off his board, he dispersed and reabsorbed it into his body, before walking inside, finding his quarry within the base's main computer-core. "Okay, Kitty, that's all you can do, for now," the Kryptonian spoke into his communicator. "You and Lance hold position until I give the signal; everyone else, head to the coordinates I'm sending to you now! I'm detecting a disruption in sub-space at this location – that's where Galactus is going to show his ugly face! I'll meet you there, shortly!" With that, he ended the transmission, before turning to face him. "The others said you were coming," he added, before chuckling dryly. "You could have knocked."

The Surfer was too bewildered to appreciate the humour. "Why do you linger here? Do you think you can destroy my Master?"

"Not destroy him," the Kryptonian said. "Just stop him."

"You cannot," the Surfer insisted, shaking his head. "Why do you even try? Why do the denizens of this world not leave? Do they think you will succeed?"

The Kryptonian looked at him flatly. "You've _seen_ the people of this world, Surfer," he said. "Why do _you_ think they do not leave?"

That statement bade the Surfer to recall the people of Cel'Mak IV – they were nothing but simple farmers, happily growing their crops, with no aspirations towards anything grander…including space-travel.

The Silver Surfer's pupilless eyes went wide. "They do not leave…because they _cannot…_"

The Kryptonian nodded. "They're just simple people, Surfer; they have nothing to do with any of our problems. They have no idea either of us were even _out_ there," he said. "They don't deserve to die because of us."

"Then…you stay for them?"

"It was the power-signature of my ship that drew you here, Surfer," the Kryptonian murmured. "We caused this, so we're going to fix it." His expression turned firm. "As a man of Krypton, it is my responsibility to ensure that we never interfere with another society, for better or for worse; we made the mistake of leading you here, so we have to correct it."

"_It is my responsibility to ensure our world survives, Shalla-Bal!" he'd said. "If one man's sacrifice is necessary, then so be it!"_

His own words seemed to echo through the Kryptonian's statement. "You…would sacrifice yourself to save this world?"

The Kryptonian smiled. "You sacrificed _yourself_ to save your world, didn't you?" he asked. "Is it that big a stretch to imagine doing that for another world?"

The Surfer was struck motionless. "My…world?"

The Kryptonian sighed. "You don't remember your world, do you?"

The Surfer tried to summon his memories, but they leaked through his grasp like water. "It…it was called…Zenn-La…"

The Kryptonian nodded. "I had a feeling that might be the case," he said. "Your Power Cosmic acts as a universal translator, but your inflection and mannerisms resembled those of Zenn-La."

The Surfer trembled. "You…knew them?"

"My people knew them in passing," the Kryptonian confessed. "One of our survey-missions stumbled across Zenn-La, a few decades before Krypton exploded. Your people were friendly, but had little interest in star-travel, so we went our separate ways." He chuckled. "Perhaps they were wiser than several others; star-travel can corrupt as easily as it can enlighten."

The Surfer felt himself nod as he spoke, his words drawn up from depths unknown. "The Elders thought so…but not all of us…"

"_No, my love! You must not do this!"_

"_I must, Shalla-Bal! I am the only one with knowledge that could prove useful to Galactus! I can lead him to worlds that have no sentient life!"_

"_Then teach it to some other soul, beloved! You do not have to go!"_

"_Shalla-Bal, it was my space-probes that drew Galactus here! Had I not disobeyed the rulings of the Elders, this would not have happened!"_

"_No, my love! Do not do this!" Her tone grew desperate. "Norrin, NO!"_

The Surfer's haunted expression returned. "Norrin."

The Kryptonian arched an eyebrow. "What?"

"Ny name." The Surfer's voice was no more than a whisper. "It was...Norrin." He took a deep breath. "Norrin…Radd."

Smiling gently, the Kryptonian extended his hand. "Pleased to meet you, Norrin Radd," he greeted. "I am Kal-El."

Slowly, the Surfer – Norrin – shook it. "This…this does not change anything," he pleaded. "Galactus cannot be stopped. Please, you must flee…"

"We know the risks, Norrin," Kal answered, glancing to his calculations. "How long before Galactus gets here?"

"Ten minutes, no more."

Kal sighed. "Just a couple minutes too long…I just hope Kit and Lance can get that rig working for long enough," he muttered to himself. Switching to Kryptonese, he addressed the outpost. "_Farstrider Base: synthesize one Entropic-Stream Moderator built to specifications, and transfer 2.5 neyometons from EPM-Core to Failsafe systems! Upon ejection of EPMs, initiate Failsafe Protocol!_"

As the computer whirred its acknowledgement, Norrin was still perplexed. "What do you intend to do?"

"What my people always did when faced with adversity, Norrin," Kal answered, grinning. "The impossible!" Taking the crystalline, hubcap-like device as it appeared in front of him, he added, "_Farstrider Base: eject EPMs!_"

Instantly, seven fair-sized, pylon-like crystal units, each half of Kal's height, glowing with a brilliantly white inner light, rose out of the floor. Moving towards them, Kal attached each unit to the Moderator, linking them into a circular formation, before picking up the entire apparatus and starting to walk out. "I'll have to finish the calculations on the fly…"

As he walked, the entire outpost started to turn dull grey, before it began to crumble into dust. By the time Norrin followed Kal out into the air, the entire outpost was grey, falling to the ground, leaving behind nothing but a pile of grey dust, which easily blew away in the wind. "You…destroyed your own people's outpost?"

"Farstrider Base was built to help save my people from a threat capable of destroying their planet, such as Galactus," Kal answered. "It's already too late for my people…but if it can help save these people, then so be it."

The Surfer was struck speechless for a moment, before he managed to find his voice. "What…what will you do now?"

"If Galactus is going to be arriving soon, it would be horribly impolite not to have a welcoming committee." Kal started to walk away. "If you intend to try and stop me, I won't blame you; you've sacrificed a lot to help your world, Norrin Radd."

He looked back over his shoulder. "I just can't help but wonder if this is _really_ what you signed up for," he finished. "If it's not…you know where we are."

And with that, Kal took to the sky with his newly-assembled apparatus, leaving Norrin Radd alone with his thoughts.

XXXXXXXX

_Xavier Institute, Earth_

By the time Cyclops and Phoenix got back to the Institute, the sky was starting to turn pink. "Brother, after so many evacuation missions, there _can't_ be anybody _left_ in New York!" Cyclops exclaimed, as he and his girlfriend emerged onto the main floor from the elevator.

Phoenix suppressed a laugh. "Still, it was awesome of Mrs. K and all of Smallville to open their doors like that to so many people; with so many evacuation-sites almost full, we were running out of places to send them!"

Cyclops nodded. "I just hope that she can handle so many extra houseguests," he remarked. "She's lucky she has Mr. Pennyworth to help."

"Yeah, it was a good thing he was there!" Phoenix agreed, before her expression turned puzzled. "I just don't remember any of us picking him up; it's like he was already there…"

At that thought, both Scott and Jean's eyes went wide. Jean spoke first. "Scott…you don't think…"

Scott was equally dumbfounded, before he chuckled warily. "Something tells me that Big Blue's in for a surprise when he gets home."

By then, they had rounded a corner, walking into the main lobby, where they found a 13-year-old boy, one they'd never seen before, all on his own, his expression sullen. "Oh, hello!" Phoenix greeted. "Are you a new student?"

The boy snorted. "_Hell_ no."

Phoenix was startled by his response, but Cyclops recognized him. "It's Donnie, right?" he asked. "You're Bobby's little brother?"

The kid – Donnie – nodded. "Yeah."

Now Phoenix recognized him, as well. "Oh, I'm sorry! We just didn't know you were coming!" she said. "Are your parents here?"

"Yeah," Donnie answered, scowling. "They want my brother to come home."

Scott and Jean both fought the chills they felt at one of their friends being taken. "And what do you think?" Scott asked.

Donnie still didn't smile. "What do _I_ think?" he snapped. "I think this whole stupid mess didn't have to happen! It _wouldn't_ have happened if it hadn't been for your alien pal!"

Phoenix was horrified. "How can you _say_ that?" she exclaimed. "After everything that Superman and the League have done for Earth…"

"These space-freaks wouldn't even be _coming_ if it wasn't for him!" Donnie shouted. "This was _his_ problem, and now he's dragged us into it! Who said he could even _come_ here?"

Cyclops frowned. "Donnie, he didn't have much of a _choice…_"

"Oh, save your breath, Summers."

Hearing that chilly voice, both Scott and Jean turned to find a familiar face clad in white jeans, a white summer jacket, and ice-blue shades over her equally blue eyes. "This _child_ has already made up his mind about us _and_ Superman," Emma Frost remarked. "It's no sense arguing; there's a _reason_ why psychologists draw parallels between childhood and sociopathy."

Donnie scowled. "How'd you know that? You one of those mind-readers?" he snapped. "Can you read _my_ mind, right now?"

Emma met his gaze coolly. "Language like that betrays a very limited intelligence, Mister Drake."

Flinching at the insult, Donnie's eyes started to water. "Yeah? Well, I'm only human!" he yelled. "Unlike _some!_" With that, he ran off.

Cyclops blinked. "_Wow._"

Phoenix nodded. "Yeah."

"There's one in every family," Emma said. "_Several_ in mine."

Turning back to the former White Queen, Cyclops' eyes narrowed behind his visor. "What are you doing here, Frost?"

"Shouldn't it be obvious?" Emma asked. "It was my understanding that your little impromptu coalition needed all the help it could find."

Phoenix was still sceptical. "Even with the way you feel about the Professor?"

"Well, what are the alternatives?" Emma asked. "Normally, in a case like this, I'd muster a force of my own and outdo the old fool, but since I am presently studentless, that's off the table…and I'm certainly not going to ask Shaw to do it, since he's likely too busy securing his power-base to be bothered, even if he and Selene _weren't_ interested in flaying me, at the moment." She sighed. "That, I'm afraid, leaves only Charles."

Scott snorted. "Oh, yes, it's such an inconvenience for you that _we're_ the only ones you know trying to do something to help."

Phoenix nodded. "Since when do you even _care?_"

Emma frowned. "Think what you like of me, Grey, but I do not intend to simply hand over the entire world to _anyone_, be they human, mutant, or otherwise," she snapped. "Now, do you need an extra telepath, or not?"

Scott and Jean glanced to each other, conversing discreetly through their link. "We'll have to clear it with the Professor, first," Scott said.

"Very well." Emma's expression softened, turning grave. "I understand that…Anita is no longer with you, correct?" she asked. "Have you heard anything?"

Phoenix shook her head. "Not a word."

"I see," Emma said. "Well, I'm sure she's fine; between my tutelage and Victor's, she can handle herself quite well." She quickly recomposed herself. "Shall we?"

As Emma headed towards the Professor's office, Scott and Jean exchanged incredulous looks. "You…you heard all that, right?" Jean asked. "She's really..?"

"Yep."

Phoenix sighed. "This is a messed-up planet."

Cyclops chuckled grimly. "Hey, it's a messed-up _universe_, Red," he chided.

Jean chuckled. "True," she agreed, before glancing skyward, keeping her thoughts well-shielded. '_Clark, you would not BELIEVE what's going on, back here…_'

XXXXXXXX

_Cel'Mak IV_

For the first time since he could remember, the Silver Surfer – Norrin Radd – did not know what to do.

Gliding aimlessly across the sky, the Surfer could only ponder Kal-El's words. At most, all he had were fragments, memories that trickled back slowly, and only in pieces, never complete…and now, the Kryptonian was asking him to betray his Master based on that…

"Okay, Kitty, I'm still confused; we're just supposed to sit here and wait?"

Startled by that statement from the ground below, the Surfer looked down; he was back at the mountains. His wanderings had led him here.

The male youth – Lance – and the girl – Kitty – were alone, now, waiting by the devices they'd set up. "That's what he said, Lance," Kitty answered. "It must be part of the plan."

"Hey, that's fine," Lance muttered. "I'd just appreciate him clueing us in on this plan of…" Happening to glance up, his frown, collapsed. "Oh, crap."

Quickly dropping altitude, the Surfer raised his hands. "I will not harm you," he said softly, stepping off his board. "You mean to stop my Master, as Kal-El does?"

Startled by his use of their friend's name, Kitty nodded. "Yeah."

The Surfer's expression turned helpless. "Why? Do you not know what he is capable of?"

"Planetary destruction?" Lance asked. "Yeah, we got the memo."

"Sure, we know what could happen if we stay," Kitty agreed, "but we also know what would happen if we don't: everybody on this planet will die! If there's _any_ chance we can save them, we have to take it!" She smiled gently. "You know, like how you did with _your_ world!"

Those words must have been exactly what his unconscious mind was waiting for; instantly, he was drawn back into his memories…

_Things were clearer, now – this time he could make out where he was. He was standing atop a tall, silvery metallic tower, with all of Zenn-La's shining capital city below. The radiant azure sky was now an angry black, crackling with lightning as the colossal humanoid silhouette loomed above the capital, shaking the ground with his footsteps. Behind him was a young woman – Shalla-Bal – in a semi-diaphnous peach-coloured robe, her long blair hair tied back in three long tails, her aquamarine eyes streaked with tears._

_And there, standing before the looming World-Eater, was a young man, in a dark green, long-sleeved shirt and black pants, his dark hair long, and kept back in a single tail, his blue eyes glaring at the monstrosity standing before them._

_It was him. Norrin Radd._

_Staring out at the invader, Norrin shouted above the death-throes of Zenn-La. "Eater of Worlds! Hear me!"_

_Slowly, the titanic invader turned towards him, his glowing eyes shining like terrible suns. __**YOU DARE MUCH TO ADDRESS GALACTUS SO, MAN OF ZENN-LA.**_

_Norrin did not yield. "I ask that Zenn-La be spared, o Galactus!" he declared. "I ask that you hear my offer of exchange!"_

_**OH? AND WHAT DO YOU OFFER THAT GALACTUS WOULD DESIRE?**_

_Norrin took a deep breath. "Even should you consume Zenn-La, Galactus, your hunger will linger on, forcing you to find some new world to devour!" he said. "Spare my world, and I shall find you even more worlds! Send me as your Herald, and I shall seek out worlds for you! Permit me to announce your coming, thus letting their denizens flee to safety, rather than annoy you in futile combat! What say you?"_

_Galactus was silent for a moment. __**YOU WOULD ACT AS HERALD OF GALACTUS? YOU OFFER THIS WILLINGLY?**_

_Norrin bowed his head. "I do."_

_**THEN IT IS DONE.**_

_As if by magic, the storm-clouds parted, while Galactus' terrible machine, looming over the city, ceased its self-assembly, before vanishing into thin air._

_Seeing the threat pass, Norrin breathed a relieved sigh…but that was short-lived, as Shalla-Bal burst into tears behind him. Moving towards her, Norrin knelt by her. "I promise you, my love," he vowed, pulling her into an embrace, "somehow, some way…I shall find my way back to you."_

_Shalla-Bal sniffled, trying to smile through her tears. "And I will wait, my Norrin Radd," she whimpered. "I will wait…I will wait forever and ever…"_

_Standing with his love, Norrin pulled her close, sharing one last kiss, pouring out all of his passion and love, trying to make it last forever…_

_**THE PACT IS MADE, MY HERALD; YOU SHALL WIELD MY POWER COSMIC, AND SEEK OUT WORLDS TO SATE MY HUNGER.**_

_His eyes shut tight, Norrin let Shalla-Bal go, moving towards Galactus, as a beam of pure energy washed over him, transmuting him, remaking him completely…until Norrin Radd was no more; only the Silver Surfer remained._

_**TO ME, MY SILVER SURFER. I HUNGER.**_

_Nodding, the Silver Surfer summoned his board, moving away from Shalla-Bal as she reached for him, crying piteously. As Galactus folded space around himself, warping away, the Silvr Surfer glided straight up, out into space, seemingly deaf to Shalla-Bal's cries…_

…and with a loud gasp, the Surfer was back in the present; he remembered _everything_, now. '_Oh, my Shalla-Bal…how could I have forgotten…_"

"_Kitty! Lance! He's here! DO IT NOW!_"

As Kal's voice came over the radio, Kitty quickly moved to the mass of quartz, concentrating as she altered its phase, while Lance summoned a seismic tremor, directing it into the quartz; as the quartz vibrated, it began generating electricity, which was absorbed by one crystal device, converted, and released as a beam of pure power, right into the second, which began to let out a resonating pulse into sub-space…

His eyes going wide, the Surfer suddenly realized part of what Kal-El planned…but it would take time, which he did not have…

His eyes narrowing in utter fury, the Surfer turned towards the horizon, where his Master – his _former_ Master – had arrived. "_To me, my board!_" Instantly, his board flew to him, as he hopped on, and streaked towards Galactus.

He had become the World-Eater's Herald to lead him to _empty_ planets; to _save_ lives.

Galactus, in turn, had stolen his very memories from him, perverting his purpose. So many innocent deaths were upon his head…but no more.

Galactus would _not_ take another life.

_Not today._

XXXXXXXX

_A few minutes earlier_

"Took yer fraggin' sweet time, fanboy!"

By the time Superman arrived with his newly-assembled EPM apparatus, Lobo, Rogue, Gambit, and the Starjammers were waiting for him. "Traffic," he answered, setting his apparatus down and entering a few commands into the central hub, before stepping back. "Okay, that's it; it just needs a few minutes to calibrate." Looking up, he grimaced at the mass of swirling energy hovering in the sky above them. "Galactus sure doesn't waste time."

"Ah'll say," Rogue agreed. "So, just what does this guy look lahke?"

Gambit paled. "_Chere,_ don't go askin' questions y' don't want answered," he muttered. "Know dat feelin' Gambit keeps gettin' in his bones? Ain't _never_ been worse than it is, right now!"

The very second he'd said that, the mass began to swirl faster, and then faster, turning the sky dark with thunderclouds. Lightning began to crackle, before a silhouette appeared in the portal…as a massive foot stepped through.

"_Merde._ Gambit _hate_ bein' right."

Following that first foot, a second one stepped through, followed by two hands, before a monumental, 200-foot-plus-tall humanoid, clad in a purple-blue armorsuit, his titanic head covered by an equally massive, tall, dark-violet helmet, with two curved metal horn-spikes on the sides, stood revealed.

Corsair went as pale as a ghost. "He's _here…_"

Superman drew his communicator. "_Kitty! Lance! He's here! DO IT NOW!_"

Glancing down, Galactus merely stared at them with his enormous eyes, before looking away, stretching out his hand towards a vast plain; instantly, energy began to condense over it…forming a massive metal support-strut.

"He's assembling his Muonic Inducer!" Superman shouted. "Corsair, Gambit, Rogue, do _not_ let him get that thing online!" Quickly, the Starjammers poured into their ship, while Rogue and Gambit raced towards the assembling Inducer, leaving Superman and Lobo to face the Eater of Worlds. "Lobo, it's up to us to keep him distracted!"

Lobo grinned like a madman. "Music to the Main Man's ears, fanboy!" With that, he tapped a button on his belt; seconds later, his bike came screaming through the sky towards him. Leaping as it passed by, Lobo hopped on, and flew straight at Galactus, drawing his plasma-rifle. "Hey, Lacko!" Lobo roared, priming his weapon. "Uncle Lobo's gotta _present_ for ya, and he wants to deliver it up close an' _PERSONAL!_"

With that, he fired a massive plasma-blast directly into Galactus' face; for a moment, Galactus was still, prompting Lobo to laugh…until the haze cleared, revealing a scowl on the World-Eater's face.

_**INSECT.**_

With a swat of his colossal hand, Galactus sent Lobo flying off his bike, careening down towards the ground, but Lobo was faster; grabbing his chain, he whirled and threw it, snagging Galactus' knee-armour and swinging towards it. Galactus was about to reach down and grab his miniscule attacker, but he was stunned as a red-blue blur smashed into his forehead. While Galactus took a step back to balance himself, Superman readied another attack…but he never got the chance, as a barrage of Power Cosmic beams lanced from Galactus' fingertips, smashing into him with terrible force, sending him falling into Galactus' hand.

_**YOU WERE FOOLISH TO CROSS ME, CHILD OF KRYPTON. NOW YOU WILL SHARE YOUR PLANET'S…AAARRRGGGHHH!**_

Galactus' statement was cut off as his fist was burned from within, forcing him to let go, allowing Superman to fly away, trying to regroup, as he checked the EPM-apparatus' diagnostics by remote. '_Come on…come on, just another few minutes..!_'

By the time Gambit and Rogue had reached the assembling Inducer, it had already formed three more support-struts. After Rogue had copied Gambit's powers, the two of them raced towards separate struts; charging the biggest sections of metal that they could, they unleashed massive explosions that ripped huge chunks out of the struts…but the alien metal spontaneously repaired itself, assembling two more leg-struts, completing the supporting circle. As the Inducer's main unit began to form atop the support-structure, the _Starjammer_ raced by, blasting it with its laser-cannons, before unloading a salvo of missiles into it…but once again, any damage they inflicted was rapidly repaired. "No good, Big Blue!" Rogue shouted. "Yer gonna have to stop the big guy before he turns this thing on!"

Superman was too busy to respond, as he dodged Galactus' Cosmic force-beams, peppering him with eye-rays, though they were little more than bee-stings to him. Managing to climb up Galactus' torso, Lobo clambered onto his face, standing right in front of his enormous eye. "Here's lookin' at _you_, Lacko!" he snarled, before he punched Galactus right in the pupil.

Galactus howled in pain, stumbling back, which caused Lobo to fall to the ground, cratering it. As the Eater of Worlds regained his balance, Superman lined up a shot, gathered _seventy_ percent of his maximum energy, and _surged_ it through his eyes.

The resulting eye-beam was nearly as large as Galactus himself, lighting up the blackened sky as it seared through the air, slamming into Galactus with catastrophic force, pushing him back ten feet, then twenty, then forty, and then _eighty_, sending him stumbling over a nearby mountain, before pushing him down _into_ it.

As his eye-beam died away, Superman wavered in the air, catching his breath, gazing with mild horror at the destruction he'd left: the heat of his beam, even without touching the ground, had left a massive black trail in its wake, and where it had touched the earth, the rock had turned to glass, ending in a glassy obsidian crater where the mountain had been. '_Let that be enough…please God, let that be enough…_'

No such luck.

_**SSSHHHEEEWWW!**_

A massive Cosmic beam – easily twice the size of his own – blazed out of the crater, swatting him like a fly as Galactus rose back on his feet. _**YOU HAVE FOUGHT WELL, CHILD OF KRYPTON, BUT YOU COULD NEVER HAVE HOPED TO DEFEAT ME…**_

"_**GALACTUS!**_"

The World-Eater's remark was promptly drowned out by the roar of the Silver Surfer as he came streaking in, blasting Galactus with a massive beam of pure Power Cosmic. "You _deceived_ me, you foul monster!" the Surfer roared. "I became your Herald to _save_ lives, yet you took that from me! You took _everything_ – my very _identity_ – from me, but you will _not_ take another life today, even if it costs me my _own!_"

Diving under Galactus' swiping fist, the Surfer unloaded another Cosmic beam into him, driving his former master back. Galactus fired a Cosmic blast from his fingers, but the Surfer darted under it, before pummeling him with one energy-surge after another, not letting up for even a second…

_**ENOUGH!**_

With that one roar, Galactus unleashed an expanding wave of Cosmic energy, knocking the Surfer off his board, sending him falling down towards Superman and Lobo. _**YOU FORGET YOURSELF, HERALD. YOU WERE GRANTED THE POWER COSMIC TO SERVE ME. NEVER FORGET THAT.**_

By then, the last components of the Muonic Inducer fused into place – all that remained was for Galactus to activate it. Lobo sighed. "Well, we're fragged."

Listening carefully, Superman managed a faint smile. "Not _yet!_"

Slowly, soft, haunting sounds – eerily resembling whale-songs – began to fill the air…before the sky began to fill with titanic humanoid beings, each one more than _twice_ Galactus' size, clad in colossal armorsuits…all staring down at Galactus.

Galactus had been about to activate the Inducer, but he froze in his tracks, his expression clouding with an emotion none had ever seen there before: _fear._ _**NO…NO! H-HOW CAN THEY BE HERE?**_

Superman crowed with joy. "It _worked!_ It _WORKED!_ They _heard_ it!"

Walking towards their comrade, Rogue and Gambit both looked perplexed. "_What_ worked, Kal?" Rogue asked. "And what the _hell_ are those things?"

"They have been given different names by different people throughout history," Superman answered, glancing up at the colossal beings, "but most simply know them as the Celestials; they are revered in legends as beings capable of breathing new life into _galaxies_, of giving birth to planets themselves…"

Gambit grinned. "…so they ain' gonna take too kindly to somebody dat's plannin' on _eatin'_ one."

The Surfer smiled. "That's what you had your comrades do, isn't it?" he asked. "You used the quartz to generate power from seismic waves, and then convert it to a form usable by that Transponder…"

Superman nodded. "…turning it into a beacon that the Celestials could pick up!"

Lobo guffawed long and loud. "Well, whaddya know! Big, bad Galactus is about to get his fraggin' _ass_ handed to him! An' we've got front-row seats!"

For several minutes, the Celestials' whale-songs echoed through the air, as they conversed with one another…before one simply vanished.

And then another.

And then _another._

Watching the Celestials start to leave one-by-one, Lobo's smirk vanished. "What the _hell_, fanboy? Why aren't they kickin' ass?"

Superman frowned. "They must have figured out what we did to get their attention! This planet holds no interest for them now, so they're leaving!"

"_What?_" Rogue cried. "How are we gonna kick his big fat butt _now?_"

Before long, only one Celestial remained. His confidence returning, Galactus gestured to his Inducer; instantly, the infernal machine whirred to life, as a pale-blue bolt of energy began to collect in the center of its underside…

Suddenly, the EPM-apparatus began to beep, prompting Superman to check it: the diagnostics were done, the apparatus calibrated. "The Celestials weren't _supposed_ to stop him," he said. "They were supposed to _stall_ him!" With that, he picked up the apparatus and aimed it right at the Inducer, firing a beam of pure, off-white energy, just as the Inducer fired a pale-blue beam down towards the planet, streaking towards the ground, ready to transform and drain every last resource on the planet…

The Inducer-beam was only meters away from impact when the EPM-beam intersected its path, but instead of being deflected, the Inducer-beam _absorbed_ it, diverting the EPM-flow into the Inducer. One-by-one, each of the seven EPMs went from white, to grey, and finally to black, as the Inducer drained their energy, before shooting it into Galactus from its topmost component; as the last EPM went dead, the Inducer-beam stopped, as Galactus staggered, and then stood up. "Uh, fanboy?" Lobo murmured. "That didn't kill him…"

Superman chuckled. "Wasn't _trying_ to kill him, Lobo," he said. "I was trying to _feed_ him."

Standing fully upright, Galactus glanced down at them, before banishing his Muonic Inducer with a wave. _**YOU HAVE THE THANKS OF GALACTUS, CHILDREN OF KRYPTON, CZARNIA, AND EARTH. MY POWERS ARE FULLY RESTORED, AND MY HUNGER IS SATED, FOR NOW.**_

Rogue was dumbfounded. ""Restored"?"

The Surfer nodded. "When he feasts upon a planet, Galactus' powers are at his weakest; that is why he must replenish himself."

"Holy _hell._"

Superman met Galactus' gaze. "As we understand it, mighty Galactus, we have now earned a boon from you."

Galactus' eyes narrowed. _**YOU PRESUME MUCH, CHILD OF KRYPTON…BUT YOU PRESUME CORRECTLY. NAME YOUR PRICE.**_

Gambit chuckled, glancing to the Surfer. "Galctus went an' conned y' out of your freedom, _non?_" he asked. "Be awful impolite not to return the favour…"

But the Surfer shushed him with a wave. "Master Galactus, we ask only that you depart this world, and never return!"

_**IT IS DONE,**_ Galactus boomed. _**TO ME, MY HERALD, FOR MY HUNGER GROWS…**_

And with that, Galactus disappeared, back through his portal, returning the sky to its natural colour. Only the lone Celestial remained in the sky, its whale-song echoing a chiding tone, as if scolding them. Smiling politely, Superman deeply bowed towards the cosmic entity. Seemingly satisfied, the Celestial vanished, its whale-song growing silent, while Superman switched on his communicator. "Kitty, Lance, you can stop now; it's all over."

Glancing towards the Surfer, Rogue's expression was sad. "You…you just gave up yer freedom…"

"…to ensure this world remains safe, yes," the Surfer agreed, before grinning slyly. "You have _already_ set me free, my friends; thanks to all of you, I am myself again. I now can do as I intended to do: lead Galactus to verdant worlds _without_ sentient life." He chuckled. "I plan to give Galactus the coordinates of several such worlds, which should sate his hunger for quite some time…long enough for me to return to visit my Shalla-Bal." He sighed. "I know even that much is terrible…but it is better than him feasting upon worlds with sentient life."

Superman nodded. "It's just making the most of a bad situation."

"True," the Surfer agreed, "but there is a legend amongst the stars – one which even the World-Eater knows – that, one day, Galactus will give back _more_ than he has taken." He smiled. "And perhaps that day is not far off."

Superman grinned back. "Hopefully," he answered. "Good luck out there."

The Surfer's smile grew. "Thank you, my friends; in whatever endeavour that drew you here, I wish you well." He turned to go. "_To me, my board!_" Instantly summoning his surfboard, the Silver Surfer took to the sky, flying out into space.

As the others watched him go, Lobo grunted. "And once again, the Main Man gets dragged into a fraggin' _soap-opera,_" he grumbled. "I'm outta here!" Tapping his belt, he summoned his space-hog, before flying off into the horizon…towards the Cel'Makkian village.

Rogue sighed. "Oh, Gawd…don't tell me we have to go after him."

Superman nodded. "I'm afraid so." With that, he gathered up the remains of the EPM-apparatus, before flying after Lobo, while his comrades headed for the _Starjammer_ as it touched down.

XXXXXXXX

_Xavier Institute, Earth_

By the time the Javelin-3 had dropped Iceman, Jubilee, Toad, and Blob back at the Institute, the sun had started to set, turning the sky a brilliant orange. While Toad and Blob headed inside, to let the Professor know they were here, Iceman and Jubilee stayed outside to watch the setting sun. "You know, it's things like this that can make you forget that the world is about to go nuts," Jubilee said.

Iceman nodded. "I think that's probably the point," he agreed. "I just hope that, a few days from now, we'll get to see another one."

Jubilee looped her arm around his, leaning her head on his shoulder. "We will," she cooed. "I just know it."

Iceman chuckled. "Well, I guess we'll find out soon enough…" he began, but he froze, his brain stalling as he felt a pair of soft lips caress his cheek. His eyes wide, Iceman slowly turned towards Jubilee's blushing face. "_Wow._"

Jubilee's blush grew. "I've…kinda wanted to do that for a while."

Somehow, Iceman managed to get his voice on autopilot. "Jubilee…if we're still here when all this is over…you wanna catch a movie, or something?"

Jubilee giggled. "I'd really like that."

A snort interrupted their tender moment. "So the whole world is ending, and you're trying to pick up girls, Bobby?"

His smile dropping into a frown, Iceman turned towards his younger brother as he walked out of the Institute. "Hey, Donnie."

Donnie's scowl was still on his face. "So where's your alien pal?" he muttered. "Why isn't he helping?"

"He _is,_" Iceman answered. "Right now, Superman and some of the others are out in space, looking for a weapon that can stop this invasion _cold._"

Donnie snorted again. "Out in space, huh?" he shot back. "Well, why doesn't he just _stay_ there? This whole thing is _his_ fault."

Iceman's eyes narrowed. "Oh, so the Kree and Skrulls trying to invade Earth is _his_ fault, Donnie?" he snapped. "Do you have any idea how _stupid_ that sounds?"

"Those space-freaks only _came_ here 'cause they were looking for _him,_ Bobby! If he hadn't been here, they'd have left us _alone!_"

Iceman was incredulous. "Well, what else _could_ he have done?"

"_He should've just kept his stupid head down!_"

Iceman's frown lessened. "Who are we _really_ talking about here, Donnie?"

Donnie's angry eyes were starting to leak tears. "What did you think was happening while you were off playing superhero, Bobby?" he shouted. "Do you have any _idea_ how many times I got beat up at school 'cause my brother was a mutant? When you and your pals went public, my life _ended!_ Dad almost got fired! Mom still can't go to the corner store! And it's all _your stupid fault!_ If you'd just shut up about your freak-powers, we wouldn't be in this mess…and now your space-freak pal is doing the same thing to _Earth!_"

Iceman's fists clenched. "News flash, Donnie: I didn't _ask_ to be a mutant, and _none_ of us asked to get outed, last year!" he yelled back. "Keeping my head buried in the sand _wasn't_ helping; if I hadn't gotten help, sooner or later, my powers would've _hurt_ someone…"

Jubilee's soft hand was quickly on his. "Bobby," she soothed.

Iceman managed to get his anger under control. "You know what, Donnie? I'm _done_ talking about this," he snapped. "If you want to blame me for everything, _fine_; you always do, anyway." With that, he and Jubilee headed towards the doors…

…but as he passed by his brother, Iceman heard him mutter under his breath. "He doesn't even belong here; he should've just stayed and got blown up with his stupid planet…"

_CRACK!_

As he saw red, Iceman's fist shot out and slammed across Donnie's jaw, sending his younger brother flying, landing on the lawn with a bloody lip. "_You shut up about that, right NOW!_" Iceman exploded. "It's _one_ thing to talk trash about _me_, but don't you _EVER_ say that about Superman! He was in _diapers_ when he came here, Donnie; he didn't _have_ a choice! Yeah, he could've kept quiet – and probably have made a _mint_ off his powers – but he _chose_ to use them to _help_ people, even when all of _us_ wanted to hide!" His eyes narrowed. "You go ahead and say whatever you like about me…but _don't_ you say one _word_ about him."

Donnie glared back. "Or what? You'll use your mutie powers on me?"

The use of _that_ word didn't help. Iceman's fists clenched. "Oh, I think we _both_ know that I've never _needed_ any powers to kick _your_ bratty little butt!"

"What the Sam Hill is going on here?" their father's voice thundered as Frank Drake walked out of the Institute. "Just what are you two doing?"

Donnie snivelled, pointing at his brother. "Dad, he hit me!"

Frowning, Frank, looked at his elder son. "Robert? Is that true?"

Iceman sighed. "Yeah, Dad, it's true," he said. "Donnie was talking trash about one of my friends, and I just lost it."

Frank looked to his younger son. "Donnie? Care to respond to that?"

Donnie scowled. "Dad, it's _his_ fault we're all in this mess! His and that stupid alien's!"

Frank sighed. "Donnie, I've _talked_ to you about this; it wasn't Bobby's fault that he was born…well, different. It's difficult that some people can't see past that, but that isn't his fault, either."

"But if it wasn't for that alien and those muti…"

"_DONALD!_ What did I _tell_ you about that word?" Frank shouted, before he calmed himself. "I think you'd better go wait in the car, buster."

"But…"

"_Now._" Sparing one last contemptuous glare at his brother, Donnie stormed off.

Iceman groaned. "Donnie's right about one thing: I _did_ just make things worse," he said. "If he didn't hate me before, he sure does now."

Frank smiled wanly. "Brothers fight, Bobby; remind me to tell you about me and your Uncle Stephen," he answered. "Of course, neither of us ever made miniature skating-rinks in the shower…"

Bobby groaned. "Am I _ever_ gonna live that down?" His expression turned regretful. "I'm sorry I decked Donnie, Dad."

"I know."

Bobby's expression turned worried. "You guys aren't still gonna try and yank me out, are you?"

Frank chuckled. "To be honest, son, the only reason your brother and I came here with your mother was because she'd have gone alone if we hadn't," he answered. "Between that little speech of yours and what Professor Xavier told us, I think the wind is out of most of her sails. I'm not going to pretend I even understand _half_ of what you do here, but I know enough to understand it's important. Don't you worry about us; we'll be fine."

Iceman smiled, as he hugged his father. "Thanks, Dad."

Frank returned the hug. "You just be careful, son," he said. "The three of us love you, even your brother."

Bobby chuckled. "Love you too, Dad." As Frank headed inside, Bobby's smile turned sheepish as he glanced to Jubilee. "Sorry you had to see all that."

Jubilee giggled. "I thought the last part was sweet," she said. "Your dad's a pretty great guy."

Bobby smiled back. "Yeah, he really is."

"Yeah, that's just wonderful; you should have Disney make a movie."

Turning around, Iceman inwardly groaned as he saw the Hellions, all in plain-clothes, standing there. '_Oh, now what?_' "How much did you guys hear?"

"Everything since you knocked that bratty kid on his ass," Julian answered. "Hey, if it had been me, he'd have lost _teeth_."

Iceman shrugged. "Call me crazy, but I figured I didn't want to hurt my _kid brother_ too badly," he said. "So, is this a social call, or should I get Wolverine?"

"We're not here for trouble," John said. "We called Xavier, and asked if we could come to talk."

Jubilee blinked. "About..?"

"Word is, you guys need extra hands to deal with these alien chumps on their way," Julian said. "Count us in."

Iceman was dumbfounded. "Seriously?"

"Three things, though," Julian said. "Nobody bosses us around once we get our objectives; nobody splits us up; and once it's all done, we walk."

Sharon gulped. "If we're still standing."

"Well, yeah."

Iceman shrugged. "I think we can live with that."

"Good." Julian's expression turned sheepish. "So…how's Soori doing?"

Iceman grinned. "Why not ask her yourself?" Reaching for the nearby intercom, he switched it on. "Hey, Sooraya? There's a few people here who'd like to talk to you; would you mind leading them to the Professor's office?"

"_Of course, Bobby. I'll be down in a minute._"

Hearing his former teammate's voice, Julian grinned. "Thanks." With that, he and his teammates headed inside.

Iceman could only chuckle to himself. "Can things _get_ any crazier, around here?"

Jubilee giggled. "They will once they find out Emma's here, too!"

Bobby went pale; the Professor had telepathically warned them about the ex-White Queen being here, as they'd arrived. "Uh, Julian?" he called out, following the Hellions. "I think there's something you should know…"

XXXXXXXX

_Cel'Mak IV_

By the time Superman and the _Starjammer_ had touched down in the village, Lobo was already there; for a moment, Superman feared the worst…but as he landed, his frown turned to a grin.

Sitting on his bike, surrounded by dozens of cheering villagers, was Lobo, his arms folded, with a wreath of flowers around his neck, and a scowl on his face. "Hey, Supes, will ya tell these feebs to frag off, already? They're gettin' on my nerves!"

As the _Starjammer_ landed behind him, the others disembarked, and started to laugh. "Quite the change in reception, eh, _homme?_" Gambit asked.

Corsair chuckled. "They must think _you_ saved them."

"I _know!_" Lobo lamented. "I'm the meanest, baddest, nastiest S.O.B. this side of the Magnodon Cluster, not some bleeding-heart feeb that saves planets, and _especially_ not for free! If this gets out, my rep's _shot!_"

Superman smiled, as he gestured behind Lobo. "Well, you don't have to worry about the "for free" part."

"Huh?" Turning around, Lobo saw several villagers drag a large container, filled with grain, towards him, before backing away, bowing. "Huh…guess that saves time."

"So what'll you do now?" Rogue asked.

"Now I take this an' go get paid," Lobo said, before grinning, "an' _then_ I start trackin' down Rone so I can beat seventy-seven kinds of _frag_ out of him!"

Superman paused. "You're still looking for Ronan?"

"Damn _straight_, fanboy! _Nobody_ double-crosses the Main Man!"

Superman glanced to his comrades, who had the same idea he'd had, judging by their expression. "In that case, Lobo, we have a little proposition for you."

Lobo arched an eyebrow. "The Main Man is intrigued."

"We know where Ronan will be in a few days," Superman said. "He'll be in Earth's system, with a Kree invasion fleet."

Lobo frowned. "Do I look like I got the firepower to bust through a Kree fleet, fanboy? The Main Man likes a good brawl, but the second some Kree feeb starts squawkin' I'm there, Rone'll bail!"

"Not with what we're bringing to the party!" Superman said. "If everything goes according to plan, by the time Ronan figures out you're there, it'll be too late!"

Lobo looked thoughtful. "And what's in it for the Main Man?"

"The way I see it, you haven't discussed your severance pay with him for your last job," Superman answered. "Once this is over, we'd be happy to help you negotiate a fee with him…provided you leave once it's done."

Lobo thought about it…and extended his hand. "Let's shake on it."

Superman stared at his hand. "Why? So you can punch me, again?"

"_HA!_ You're catchin' on, fanboy!" Lobo chortled. "I get to kick Rone's pansy-feeb ass _and_ get a sweet fee? The Main Man is _in!_"

Corsair sighed. "Why do I get the feeling that we're going to regret this?"

While Superman tok to the sky, heading back to the _Krypton_, the others loaded the depleted EPM-apparatus into the _Starjammer_, along with Lobo's grain…after assuring the bounty-hunter that it wouldn't be damaged or misplaced. Within minutes, the _Starjammer_ was prepped to go, and took to the air, followed by Lobo's space-hog. After meeting the _Krypton_ in orbit, Lobo magnetized his bike's hull, adhering to the dorsal hull of the _Starjammer,_ while Superman detached drones from the _Krypton_, linking the _Starjammer_ to his ship, before prepping his ships' Trans-Warp Drive. Minutes later, the tiny ship was ready, and streaked away at trans-light speeds, leaving Cel'Mak IV far behind.

It was said that, in space, no-one could hear a scream…which was probably for the best.

"_FRAG YEAH! Now THIS is first-class flying, baby!_"

XXXXXXXX

_Deep space, August 16_

Hanging against the infinite black backdrop of space, the World-Gate's perfectly timed synchronization pulse provided a little light through the _Argo's_ HUD as the Kryptonian Speeder hovered several light-minutes away from the Gate. Within the Speeder, General Zod sat at the controls, keeping watch while his crew slept, dimming the cockpit's internal lights. Behind him, Havok sat propped up against the wall, sound asleep, with Polaris leaning against him, her eyes blissfully closed. Beast sat against the other wall, his head drooped low, his favourite book still in his hand. Even further back, Mark – now Brainiac 5 – lay flat upon his bunk, with Phantom happily curled up like a kitten beside him.

He was the only one still awake, the only one standing guard…which suited him perfectly.

His mind was far too busy to sleep, even if he'd needed to; thoughts of what lay ahead kept his mind racing.

In less than a day, war would come to Earth.

Where others would have felt fear, Zod felt only restlessness, like a champion racing _hrakka_, stirring behind the starting-gate. He was a warrior, like so many of his ancestors before him, starting with his House's founder, the mighty Rol-Zod, one of the Twelve, like Von-El, and ending with first his father, Cor-Zod, the Defence Force's last Supreme Commander, and then _him._

Where the House of El's legacy was long tied in science, the House of Zod held a military tradition that stretched back all the way to modern Krypton's origins and beyond…and now, a warrior of the House of Zod would be called into battle, once again. Like Rol-Zod and his fellows, this war would bring first order to his new home, and then peace. Once the Kree, Skrulls, and Shi'ar were repulsed, it would begin…

Suddenly, the beeping of the _Argo's_ sensors interrupted his thoughts; checking the readout, Dru beamed, before looking up, in time to see the World-Gate come to life, spinning a wormhole, spanning countless light-years effortlessly…before Kal-El's ship came through, followed by the _Starjammer_, as well as one smaller ship on top of it. Chuckling, Dru hailed his godchild. "I trust Farstrider Base Two offered no problems, Cadet?"

Kal chuckled. "_Nothing we couldn't handle, sir; we also managed to pick up a few spare EPMs; once Sentrius gives them a charge, the Fortress should be able to make use of them!_" he answered. "_We have the Module in the Starjammer's hold; you may teleport when ready!_"

"Acknowledged. _Argo_ out." Ending the transmission, Dru powered the teleporter, locking onto the Encryption Module in the _Starjammer's_ hull, and beamed it over; instantly, the blue-white wave deposited the large crystalline sphere right next to the one they'd retrieved, in front of the ECM-components the Speeder carried. As Zod switched on the lights, his crew stirred. "Huh?" Havok murmured. "What's going on?"

"The time for sleeping is over, Havok; we have work to do," Dru stated, walking towards the two Modules.

As she and her boyfriend sat up, Phantom noticed the second Module. "Clark's here? He did it?"

Dru chuckled. "You doubted?" he chided. Tapping both Modules, he summoned a holo-interface from each one, and then moved one into the other, instantly causing them to meld, synchronizing the two together, before entering a few commands, requesting a new access-code. For a few seconds, both Modules sent data-bursts back and forth, before generating a sequence of holo-glyphs. Memorizing the new code in seconds, Zod moved back to the pilot's seat. "_Argo_ to all ships. New access-code has been authorized; attempting to hail Sentrius. Hold position until my order." With that order given, Zod accessed the Gate-Drive, opening the back-door and inputting the sequence that led to Sentrius' system; in seconds, the World-Gate reactivated, spinning another wormhole. Holding position, Dru opened a channel and sent it through the wormhole. "_This is High General Dru-Zod calling Sentrius Battlestation; requesting stand-down of standing defences, Identification Code __Orthon-Kel'Nor-Bev'tor-__Disengage!_"

There was a second's pause, before an inhumanly calm, artificial-sounding female voice answered him in Kryptonese. "_Identification confirmed, General Zod. Awaiting clearance code._"

Dru took a deep breath. "_Stand down standing defences, Authorization Code Rel'Nor-Kuryon-Vartec-Hadrus'Yan-Ni'Mar-Durok-Lock!_"

There was another second's delay. "_Authorization code accepted. Standing down defences; you are cleared to pass through, General Zod._"

Dru smiled. "_Understood, Sentrius; we have four ships coming through. Prepare docking-bay._"

"_Acknowledged, General._"

As the transmission ended, Zod's young charges cheered for joy. "It _worked!_" Havok exclaimed.

Dru chuckled. "Well, of course it worked, boy!" he said, before his expression turned grave. "But we mustn't celebrate just yet; we still have to get Sentrius battle-ready and then get her to Earth. We have a lot of work to do." Opening another channel, he hailed the others. "_Argo_ to all ships; the way is clear. It is safe to pass through; proceed after me."

And with that, Dru guided the _Argo_ into the event-horizon, sending it streaking through the wormhole. The _Krypton_ was the next to follow, and then the _Starjammer_, with Lobo's space-hog still attached. In minutes, they were all through…

…and as the last vessel went through, the World-Gate shut down, its task complete.

XXXXXXXX

_Coming Soon:_

_Our heroes' mission is complete._

_Sentrius has been found._

_As the others muster their forces back home, all that remains is for Superman and his comrades to get Krypton's ancient defender ready and get it back to Earth…_

…_but there are those who aren't too happy about it._

_Will our heroes succeed in retrieving Sentrius?_

_And is it already too late?_

_Find out, when "The Search for Sentrius" comes to an end…_


	38. The Search For Sentrius, Part Three

CHAPTER THIRTY-SEVEN: THE SEARCH FOR SENTRIUS, PART THREE

_Daily Bugle, New York City, New York, Earth, August 16, 2009_

The streets of New York City were eerily empty by the time the afternoon sun rose over the normally-bustling metropolis; most of the sidewalk's patrons had either stayed home, or been evacuated out of the city by the Justice League-led coalition dedicated to defending Earth. With only sparse traffic flitting through the streets, every place of business in New York had shut down…

…save one.

In the main office of the Daily Bugle, the frantic pace hadn't slowed down for even a _second_ – if anything, it had sped up – as its staff flitted back and forth, trying to cover every second of the biggest story to hit the planet since Superman, mutants, and the Justice League went public…which could also potentially be the _last_ story to hit the Earth.

Sitting at his desk, Peter grimaced as he looked over the last few reports he had, before glancing to Chloe, who wasn't faring much better at her desk. "So, the world could be ending tomorrow, and we're stuck doing paperwork."

Chloe chuckled mirthlessly. "Somehow, I knew that's what I'd be doing when the world ended," she agreed. Her expression saddened as she glanced towards Clark's empty desk. "I guess Clark must be helping his Mom deal with all this…"

Peter could only nod; that was the excuse Clark had given for his little "sabbatical," even though Chloe knew the truth about his Kryptonian teammate. Thankfully, she'd kept quiet about it…which made Peter feel extra-guilty about keeping his own secret from her. "I'm sure he's fine."

Chloe's smile came back. "I'm sure he is."

"What are you kids still doing here?"

Glancing up, both Peter and Chloe saw the worried face of Robbie as he stood over them. "You two should get home, or get to one of those evacuation-flights," he insisted. "I hear that the last ones are running, today…"

Peter chuckled grimly. "On JJ's time?" he joked. "I'm not _that_ crazy!"

Robbie frowned. "Peter, this is serious," he admonished. "Once tomorrow comes, this entire planet could be at war; you two need to get out of here while you can!"

"We appreciate your concern, Mr. Robertson, but we'll be fine," Chloe answered. "We still have plenty of time to get to an evacuation flight after we leave for the day; we know what we're doing!"

The second she said that, Mr. Jameson's office-door opened, as the paper's owner walked into view, his moustached expression grave. "Pay attention, everyone!" he boomed, his usual boisterous shout now edged with worry. "If you've been reading our own headlines – and by God, you'd _better_ be – you all know that tomorrow is the deadline for the invasion; this time tomorrow, our whole solar system could be going to hell in a handbasket!" Taking a deep breath, his voice calmed. "Now, since this city is probably on the invaders' hit-list, most of the folks around town who had any sense have already gotten clear of it, so if any of you want to get going, now's the time; nobody here's going to think any less of you. You'd have to be crazy to stick around with this old man!"

Chloe's eyes went wide. "Sir, you mean…are _you_ staying?"

Jonah shrugged. "Somebody's got to get the story out about this war, Sullivan. Might as well be me."

Robbie went pale. "Jonah, are you _insane?_ You know what could be coming here!"

"Damn straight I do, Robertson; if these spacemen think J. Jonah Jameson is going to roll over for them, they'd better think again!" Jonah declared. "I haven't killed a story for anybody – be it mobsters, corrupt government fat-cats, or criminal psychotics – and I don't plan to start, anytime soon!"

Robbie grimaced. "Dammit, Jonah, this is your _life_ we're talking about! This scoop isn't worth dying over!"

"You know what, Robertson? You're _right_ about that; this scoop _isn't_ worth dying over!" Jonah agreed. "That's why this isn't _about_ a scoop; this time tomorrow, the whole world, including everybody around here who's sticking around, will be waiting to hear how this mess is going to turn out! Somebody's got to get word out to them, let them know what's happening!"

Peter spoke up. "So why you?"

"Who else is going to, Parker?" Jonah asked. "I'm just an old news-hound; there's not much left in me except this paper and the truth." He chuckled wearily. "If I have to go out…this is as good a way as any!"

Taking a deep breath, Chloe got to her feet. "Not alone, you're not."

Jonah scowled. "Sit down, Sullivan," he grumbled. "The only reason I'm doing this is because I haven't got much left to lose; you've got your whole life ahead of you!"

Chloe chuckled dryly. "What, you're the only person who cares about the truth?"

Peter quickly stood up, as well. "I'm in too, sir."

"Dammit, Parker..!" Jonah began, but his growl died out, as he saw the rest of the staff stand with them, all looking at him.

Glancing at Robbie, Jonah saw his old friend chuckle grimly. "If you're really crazy enough to try this, Jonah…then so am I."

Jonah grinned. "Is there any other explanation for working in this business?" he quipped. Glancing at the rest of his staff, his smile grew. "Well, seeing as I'd be out of business if I fired all of you for insubordination," he chuckled, "I suppose if you're all _that_ determined to go down with this old news-hound, who am I to stop you?" His expression turned serious. "In that case, regular hours are over; I'll need everyone from Tech-Support to stay behind and help set up our radio-station to broadcast tomorrow. While we're at it, somebody find us a portable transmitter – once these bastards get here, one of the first things they'll do is knock out communications. Everyone else, you can now consider yourselves war correspondents; go home and rest up for tomorrow. Once the fighting starts, keep an eye on the action, but _stay safe;_ keep back from any fighting, and if things start to go south, for God's sake, do _not_ hesitate to run for it! We don't need a story _that_ badly!" Taking a deep breath, he smiled wearily. "That's all, everyone. Go home…and Godspeed, all of you."

That was all everyone needed; slowly, the Bugle's staff began to head out, while Tech-Support followed Jonah and Robbie further into the building, to prep the transmitter. Following Chloe out of the Bugle, Peter let out a sigh he hadn't known he'd been holding in. "Did…did we just do that?"

Chloe chuckled. "It sure felt like we did!"

Peter smiled back. "I guess we'll have to cover for Clark tomorrow, too."

Chloe's smile grew. "Yeah, I guess we will."

By then, the two of them had emerged onto the sidewalk, where Peter saw a familiar, red-headed silhouette waiting for him. Seeing him approach, Mary-Jane smiled. "Hey, Tiger."

"Hey, MJ," Peter greeted. "Chloe, this is my girlfriend, Mary-Jane Watson; MJ, this is my other co-worker, Chloe Sullivan."

Chloe grinned. "Nice to finally meet you; practically every time coffee-break comes around, Peter's babbling to Clark and I about you!" she answered, before her face fell. "Pity about the timing, though."

Mary-Jane could only nod. "Yeah."

Chloe sighed. "I guess I'll see you tomorrow, Pete," she said, turning to go. "Good luck."

"You too," Peter answered. With that, Chloe headed off.

Mary-Jane looked stricken. "What was that about?"

"The Bugle-staff is going to stay in-city to cover the invasion from here, tomorrow," Peter said, dreading her reaction.

He wasn't disappointed; Mary-Jane's cherry eyebrows dipped with worry, her teeth chewing on her lower lip. "Peter…"

"I know, MJ, I know, but it's not like I was going to be out of the firing-line, anyway," Peter whispered. "The League's going to be on the front lines tomorrow, so I figured I might as well fight on my home turf!"

Mary-Jane seemed to understand. "Okay."

Peter took a deep breath. "I guess you'd better get to the evac-flight; I'll just drop you off with your mom, and you can both go get Aunt May…"

Mary-Jane shook her head. "I'm not going."

Peter felt his blood go cold. "MJ, things are going to get _seriously_ hairy, tomorrow – worse than _anything_ any of us have seen! It's not safe for you here; heck, it's not even safe for _me…_"

Mary-Jane's emerald eyes narrowed. "I am _not_ leaving you, Tiger," she vowed. "I'll help Mom and May get to the evacuation flight, but after that, I'm coming back. _No buts._"

Peter knew that voice; there was no sense arguing with her, at this point. "Okay." As they walked past a dark alley, Peter happened to look inside, before he paused. "MJ?" he asked. "Can I catch up with you in a minute?"

Confused, Mary-Jane doubled back, looking into the dark. "Why? Is anything wrong – _EEEEPP!_"

Peter really couldn't blame her; the first time _he'd_ seen that demonic shadow, he'd barely been able to stop himself from wetting his costume. "It's okay, MJ; Bats just never heard the phrase "I'd better call ahead," before."

Taking a few steps, Batman only came close enough to let the top-left half of his cowl touch the light. "The final briefing is in two hours, Parker; suit up and meet the Javelin-1 at the usual rendezvous coordinates."

Peter nodded. "Got it, Bats. I'll see you there."

Bewildered, Mary-Jane turned towards her boyfriend. "W-What? What's he talking about?"

Peter gently took hold of her shoulders. "He's just talking about the little meeting we're having up at Big Blue's home-away-from-home, MJ; that's where we're going to lay out the plan of attack," he soothed. "After that, we start setting up and digging in."

Still a little numb, Mary-Jane could only nod, as she started to turn back. "So what exactly is your…plan?"

The Dark Knight was gone, as if he'd never even been there.

Mary-Jane was pale at that sight. "Okay, that is _really_ creepy…"

Peter could only chuckle grimly. "_Tell_ me about it."

XXXXXXXX

_Nirion System, Ver'Mek Galaxy_

The vast darkness of the Nirion System, previously lit by nothing but its dying red sun, was broken by the spiralling wormhole of its World-Gate; coming to life after years of inactivity, the ancient construct spun a path from across the far side of the universe, allowing the _Argo_ to race through, into the Nirion System, followed by the _Krypton,_ and then the _Starjammer,_ still carrying Lobo's space-hog, before shutting down, closing the path behind them.

As Superman piloted his ship through the nearby asteroid belt, he kept his eyes peeled, switching on his comm-system. "General, where exactly is it?"

"_Patience, Cadet,_" Zod chided across the comm-band. "_Trust me, it's more than worth the wait._"

Just as the General had said that, all three ships had cleared the asteroids, giving them a clear view of the system; Superman could clearly make out the five planets – Nirion I-V – orbiting the red star. Nirion III and IV were the largest, partially resembling Earth, while Nirion I and II were inhospitable dust-balls, burned dry by the star's rays, with Nirion V being a moderately large gas-giant. It was an impressive sight, he admitted, but, all in all, it wasn't an especially remarkable system…

…and then he saw it, floating in the space between Nirion III and Nirion IV.

It was _massive_, an utter _supercolossus_ of a structure, dwarfing Earth's moon with effortless ease, built entirely of iridescent, pale blue, semi-translucent crystal. The main structure was an eight-sided, diamond-like core, with dozens of large, crystalline spikes jutting out from it at regular intervals, turning it into an immense, crystalline sea-urchin, with the largest spike at the very top, ending in a three-pronged tip. Perpendicular to the top-spike was an enormous crystalline ring, encircling the entire station, with smaller rings running parallel to it on both sides from the equator to its poles, each growing smaller and smaller the further away they got from the main ring.

_Sentrius._

No data-file, no image, no story could have prepared Superman adequately for this sight. "My _God…_"

Aboard the _Argo_, Phantom, Polaris, and Havok were equally awed. "Holy _cow…_" Havok murmured.

"_Wow…_" Polaris agreed.

Phantom's hands went to her mouth. "I've…I've heard stories…" she whispered, "…but…is that really..?"

Brainiac 5 nodded. "It is, Tinya," he said softly. "That is Sentrius."

Zod smiled at the sight. "She's exactly as I left her, after the Siege," he said. "Waiting to be called into duty, again."

The mood on board the _Starjammer_ was equally reverent. "_Merde…_" Gambit gasped out.

Rogue couldn't do much better. "_Damn…_"

Corsair whistled, while his crew was struck speechless. "No _wonder_ D'Ken's old man got his ass handed to him."

Even outside the _Starjammer,_ still sitting on his hog, Lobo was at a loss for words. "_Ho-ly FRAG._"

Inside the _Krypton,_ Superman was still marvelling at the sensor-readout Sentrius was giving off; he'd read the technical specs the Fortress had, but seeing it was another thing entirely. '_She's loaded to the gills, alright: StarLance-type Plasma-Cannons at each of those facets, Polaron-class weapons, Magnon-class torpedoes, Nova Javelins, Graviton weapons, along with Rao knows what else, a shield-generator that makes the Fortress' shield look like a teepee, plus a full complement of drones, ships, and vehicles…and that HAS to be the primary weapon in that top spike…_'

He suddenly understood why Zod had said that the Kree and Skrulls could be driven to incontinence at the mere sight of Sentrius; she was damn _terrifying._

Shaking himself out of his reverie, Superman hailed the _Argo_. "General, what's the docking procedure? I wouldn't want Sentrius to think we're…"

His outbound communication was silenced, as a monumentally powerful signal overrode it. "_Attention incoming vessels: you are cleared to land in Vehicle Bay Two. Uploading instructions; you may proceed when ready._"

As that same unnaturally calm, computerized female Kryptonese voice filled his ears, Superman chuckled. "Never mind," he said, before closing the channel, to pore over the instructions Sentrius had sent, plugging them into his navigations system. Instantly, the _Krypton_ began to glide towards the mighty Battlestation, its path mirrored by the _Argo_ and the _Starjammer._ After admiring the view for several minutes, Superman noticed a few blips on his ship's sensors; they were a far distance off, and quite faint, but they were there. Hailing Zod again, he asked, "General, are you reading anything in-system? I'm picking up a few blips over here…"

"_I see them too, Cadet; pay them no mind,_" Zod chuckled. "_They're just the locals, from Nirion III and IV; III holds a Class Two society, and IV has a Class One. Both have limited space-flight capability: short-range in-system travel at best, with no shields, and no step-through. They pose no threat._"

"Understood," Superman answered. "With any luck, we can be gone before they even know we were here. _Krypton_ out." Closing the transmission, Superman just sat back, letting the auto-pilot take him in closer. Once they were close enough, Sentrius' auto-docking systems took over, linking with all three of the ships' computers, guiding them in, opening a moderate-sized gap in its colossal, gleaming, pale-blue shield, pulling them inside before sealing it again, leading them into the open docking-bay.

As all three ships touched down, the docking-bay door's force-field flared to life, letting the bay repressurize. Once it was safe, Superman was the first to disembark, hopping out and looking around; the entire bay, save the immediate area around their ships was dark, turning the crystal floors and walls an eerie dark cyan as it refracted the black of space beyond. "Wow…we're…really here…"

By then, the others had disembarked. Seeing his godchild's reaction, Dru chuckled. "Yes, Cadet, Sentrius does have that effect, the first time."

Looking around, Avalanche gulped. "You guys…_built_ this thing?"

Shadowcat shivered. "Didn't you think to put in some indoor heating?" she asked. "And lights?"

Lobo was grinning like a madman. "Frag that!" he chortled, dashing into the darkness. "I wanna see what kinda toys you guys had!" His footsteps echoed for a few seconds, and then paused. "Uh, hello? A little light here, fanboy?"

Zod rolled his eyes, switching to Kryptonese. "_Sentrius, reactivate interior lighting and life-support._"

"_Acknowledged._"

Like magic, the interior of the vehicle-bay lit up, revealing both how incredibly spacious it was…and what was in it.

They were standing in the middle of a vast chamber, easily capable of holding _two_ Xavier Institutes, with multiple levels of hangars lining the walls, and each hangar-level was loaded with vehicles. To their immediate right were dozens upon dozens of Speeders; and these weren't the sporty _Swift-Justice_-Class that the _Argo_ hailed from, but its larger, dark-hulled cousin, the fearsome _Deathly-Silence_-Class Stealth-Speeder. To the left were _hundreds_ of smaller, sleeker vessels, composed of two graceful, forward-spread, curved, wing-like crystalline spikes sweeping ahead of a one-man, pod-like cockpit, with two flat, streamlined engine-pods at its stern; these were _Righteous-Fury_-Class Mid-Range Fighters, the fast, deadly sword-arm of any Kryptonian military campaign – dangerous on their own, and invariably _lethal_ when paired with a Stealth-Speeder to carry them in and out of step-through.

Taking in the impressive stockpile, Zod's smile turned into a full grin. "_Glorious._"

Seeing Lobo practically salivate at the sight before them, Superman's eyes narrowed. "Don't even _think_ about it, Lobo; you touch _anything_, and our deal's off – we will 'port you out of here and let you find your _own_ way home, if Sentrius doesn't get you, first. That means no Ronan, no payback, and _no_ payoff."

Lobo scowled. "Fraggin' killjoy," he grumbled. "Fine, fine; _keep_ yer fraggin' toys."

As they walked further into the bay, the scenery promptly shifted; the hangar-racks became closer to the ground, no longer carrying fighter-craft, but a variety of equipment: crystalline tanks, armorsuits, drones, weapons-type nano-drivers, inactive Nova Javelins…but what he saw around the next bend made Superman's blood run cold. "General…are those what I think they are?"

Glancing ahead, Dru nodded. "That's right, Cadet; Sentrius is carrying Eradicators."

Walking fully into view, Superman could clearly see _three_ of the terrible weapons sitting there, as could the others. "General, are you _nuts?_" Shadowcat cried. "Don't you know what those things can _do?_ We barely got away from the one on Argo!"

General Zod frowned. "I _know_ what they can do, Pryde; I can claim a more thorough understanding of them than _anyone_ here!" he barked. Calming himself, he added, "You needn't worry; the Eradicator that caused the Argo Tragedy was a defective prototype. _These_ weapons have been safely tested; there is no fear of any malfunction."

Still somewhat nervous, Polaris looked away…and saw what was looming on the _other_ side of the room. "Oh. My. _Freaking. GOD._"

Turning towards what Polaris was looking at, Beast's eyes went wide behind his glasses. "Oh my stars and garters…"

Looming in front of them, easily taking up the entire height of the hangar-bay, with its width twice again that of the _Argo_, was a massive, four-legged automaton, its spidery legs connected with enormous, spherical knee-joints, and then with similar hip-joints at the half-spherical main body, where large, crystal spikes jutted up over the hip-sockets – weapons-turrets. The other hemi-sphere composed the mega-machine's head, linked to the main body by a conical neck, the rest of the head housing an enormous positronic brain, with a single eye-socket at the front, now empty and black.

It was inactive, thankfully.

Phantom gasped. "W-What is _that?_"

Mark looked awed. "I believe, Tinya, that this is a _Repentant Marauder_-Class Anti-Planetary WarBot," he murmured. "It was intended for use against hardened targets, planet-side, while also guaranteeing ground and air superiority."

Dru nodded. "You can thank Kal's grandfather for this burly fellow; since he developed the WarBot's governing AI, we gave it a nickname in honour of him," he said. "_Kolth Sur'onon._"

As Superman sputtered with laughter, Corsair arched an eyebrow. "And that means what, exactly?"

Zod's dark eyes were mirthful. "Roughly translated?" he asked, grinning. "_Old Grouchy._" He shrugged. "Naturally, we made sure never to let him hear of it."

Unable to hold it in any longer, Superman burst out laughing. "You…you _didn't!_"

Dru grinned. "Until the day of Krypton's demise, the old polar-goat thought it was nicknamed _Kolth Sir'niar: Old Glory._"

Mark nodded, chuckling. "I think that the former made a better moniker, given Saer-El's temperament."

Superman was still chortling as he glanced to their AI-comrade. "I see someone's picked up an upgrade."

Mark instantly sobered. "I believe we can thank Brainiac for that."

Superman and his team froze at that, as Superman managed to choke out a response. "B-_Brainiac?_" he gasped. "You _saw_ him?"

Havok nodded. "We came face-to-faceplate with that metal maniac," he said. "He almost fried Mark's systems, after he got done with destroying everyone on In'Ri III!"

Phantom looked stricken, as she looped her arm around her boyfriend's. "Fortunately, the Mark _Five_ model had fewer bugs than the Mark _One._"

Mark nodded, as he tapped his forehead. "I managed to copy his database, although I'm still in the process of decrypting it; at most, I have access to only 10 percent of what he knew."

Superman was still dumbfounded. "We're going to have to talk about this, once this is over."

Shadowcat nodded. "I'll say; while you were dealing with a guy that wrecks planets, we had to deal with a guy that _ate_ them!"

Now it was Zod's turn to look amazed. "You…encountered Galactus?"

Superman nodded. "We used Farstrider Base's EPMs to feed his Muonic Inducer so he'd get full," he explained. "That's how we drained them so fast."

Dru looked mildly impressed. "I suppose a briefing will be in order, after this crisis is dealt with," he agreed. "Come, we are wasting time." Reaching for his belt, he withdrew a crystal-processor, and tossed it to Superman. "I'm sure Sentrius will want some explanation as to why we're here."

Superman nodded grimly. "Let's just hope she takes the news as well as we did," he agreed. With that, they headed off, deeper into the Battlestation's heart.

XXXXXXXX

_Xavier Institute, Earth_

"Professor Xavier?"

Sitting in his study, Charles looked up from his last bit of paperwork, and was quite surprised at who was waiting at the door. "Empress Neramani!" he greeted. "Please, come in!"

Walking into the office, with Gladiator at her heels, Lilandra smiled. "I hope I'm not interrupting anything."

"Not at all!" Charles replied. "I was just finishing up a few things; administrative details, nothing more."

Lilandra sighed. "Oh, believe me, Professor; I am _more_ than familiar with "administrative details,"" she lamented. "I often wonder if _that's_ what drove my father insane."

Charles suppressed a chuckle. "Regardless, was there anything I could do?"

Lilandra shook her head. "I only wished to deliver my report, Councillor Wazzo's report, and Admiral Var's report," she said. "The Shi'ar Republic can spare ten vessels to the defence of Earth; the Galactic Confederacy can supply fifteen, and the Republic of Thanagar can offer twelve."

Charles felt himself pale. "That's thirty-seven against two thousand…"

Lilandra looked equally grim. "It is the best we can do."

Charles nodded. "I know, Empress, and believe me, we do appreciate it," he said. "It's just…somewhat daunting."

Lilandra's expression brightened. "Then perhaps this will help," she offered. "We have also heard back from the Guardians of Oa; they are sending over a hundred Lanterns to aid in the campaign! They should be arriving within hours!"

Charles felt his smile return. "That is good news, Empress," he agreed. "Still, you needn't have come yourself; a simple courier would have sufficed…"

Lilandra's expression turned saddened. "I felt it was a needed courtesy, as I plan to be in-system when the invasion comes," she said.

Charles blinked. "Why?"

Lilandra sighed. "Professor, it was _my_ family that led to this madness – _my_ father who assaulted Krypton, blinding them to their own peril – _my_ siblings who conspired to bring this war here!" she cried. "This was _my_ family's mistake; I _will_ help clean it up."

Gladiator grimaced. "Majestrix, you are not responsible for the crimes of the former Emperor or his disgraced children…"

"No?" Lilandra asked. "Who else could possible be responsible, Captain? Whose responsibility is it, if not mine?"

"If I may, Empress," Charles said, "what _could_ you have done? At the time of your father's siege against Krypton, you were only a child; how could you have persuaded him to stop? As for your brother and sister, by the time you were old enough to do anything, they were already long gone; nothing except what you are doing now could have stopped them." He smiled gently. "I think that you should at least try to forgive yourself; I don't think that guilt-by-association applies, here."

Lilandra looked surprised at his candor, but then she smiled. "You are a very wise man, Professor Xavier; your students are lucky to have you."

Charles chuckled. "It is only the truth, Empress; and please, call me Charles."

Lilandra laughed. "In that case, please call me Lilandra," she answered, as her smile turned dazzling, causing Charles' thought-process to stall…

"Professor?"

Recovering quickly, Charles looked towards his door, seeing Daytripper there. "Yes, Amanda?"

Daytripper looked stricken. "I think you'd better come see this!" she exclaimed, before motioning for him to follow. His eyebrow arched, Charles rolled out of his office, while his two guests followed. Daytripper led them out into the front yard, where Cyclops, Phoenix, X-Force, Wolverine, and Madelyn had gathered…right in front of a large, silvery metallic orb that had just touched down on the grass, followed by a familiar figure in a psi-shielded helmet. Seconds later, the orb opened up, allowing Quicksilver, Sabretooth, and Pyro to step out.

As his feet touched the ground, Magneto glanced towards his old friend. "Hello, Charles."

"Erik," Charles answered. "What brings you here?"

Magneto arched an eyebrow. "Shouldn't that be obvious?"

Quicksilver nodded. "Word was you X-Geeks needed backup to take down these Kree and Skrull guys."

Wolverine scowled, popping out his claws. "We ain't _that_ desperate, bub," he snapped. "Hit the road."

Sabretooth snorted. "Not from what _we're_ seeing, short-stuff."

"_Enough!_" Charles exclaimed. "Everyone, please!" Meeting his friend's eyes, he continued, "Erik, we appreciate the offer, but…"

"…but you do not know if I can be trusted. I understand, Charles," Magneto answered. "Very well, then; if you doubt my honesty, let me lay your doubts to rest." Reaching up, Magneto grasped his helmet…and _removed_ it. "Tell me if I am lying, Charles."

Quicksilver went pale. "Father, _NO!_"

Everyone else was struck speechless at that, though no-one more than Charles was. "Erik…are you serious?"

"Deadly serious, Charles. If you have any doubts, put them to the test, right now."

Charles was utterly dumbfounded to hear that. Closing his eyes, he cautiously reached out with his telepathy, weaving into Erik's thoughts…and then withdrew. "We can trust him."

Phoenix looked stricken. "Professor, are you sure?"

Magneto sighed. "Whatever our differences may be, Miss Grey, I am not foolish enough to cling to them when the entire _planet_ faces certain destruction."

Slowly, Cyclops' hand movd away from his visor's trigger. "If the Professor trusts you…then I guess we can, too," he said, before his tone hardened in warning. "For now, at least."

Magneto nodded. "For now."

Looking around, Quicksilver sneered. "So where's Super-Dork? We half-expected him to ground us on the way here!"

"Big Blue's off-world with some of the others," Iceman said. "They're trying to round up a weapon that Krypton used to scare these guys off, the first time they started making trouble."

Quicksilver snorted. "So he leaves everybody else to do all the work, only to show up at the last second and take all the glory. Figures."

"Pietro," Magneto admonished. He turned back to Charles. "I assume you have a contingency plan?"

Charles nodded. "That is why we are gathering as many allies as we can, in case Superman and the others do not return in time," he answered. "We had planned to depart for his polar outpost within the hour, in order to be briefed on it."

"Very well," Magneto agreed. "We will wait for you outside the outpost's barrier." With that, his remaining three Acolytes headed back inside the sphere; closing it behind them, Magneto levitated it and himself up into the air, heading north at an impressive clip.

Leap could only groan as Magneto left. "Guess somebody had better let Alison know they're coming," she muttered. "She probably won't be thrilled."

"No kidding; everytime we work with that guy, my gut gets all tight," Wolverine grumbled, pulling back his cowl and walking off. "Damn. I need a beer."

Charles frowned. "We will be departing for the Fortress shortly, Logan…"

"Yeah, yeah, I know, Chuck. I won't be late."

Smiling helplessly, Madelyn glanced at Charles as she walked after Logan. "You needn't worry, Charles; I'll make sure he gets home in time."

Logan chuckled dryly. "Swell."

As the two of them left, Lilandra could only blink. "I take it that all of you aren't exactly on friendly terms with that man."

Charles could only sighed. "It is…complicated, Lilandra."

Lilandra's laughter was chiming as her hand rested on his shoulder. "As is the universe, Charles."

XXXXXXXX

_Sentrius Battlestation, Nirion System_

After leaving the wonders of the vehicle-bay, Superman and the rest of their little expedition headed through a long corridor, spaced by transparent panels that looked out into the black infinity that lay beyond. At the end of the corridor was a large, glowing teleporter-pad; the second they all walked onto it, the teleporter activated, whisking them away in a flare of blue-white light.

As the teleporter beam released them, they found themselves on a tall, circular platform, in the center of a vast, circular chamber, overlooking the entire chamber; to their front, underneath the impressive view-screens looking out at the Nirion System, were dozens of control-consoles, overseeing every single aspect of Sentrius' operations – shield integrity, sensors, vehicle-deployment, weapons, countermeasures, and dozens more. To the back of them was a fairly large, crystalline ring-structure – very strongly resembling a World-Gate – composed of obsidian crystal. Directly behind it was a floor-mounted hangar-elevator, undoubtedly leading directly to the main hangar-bay.

And embedded in the ceiling, right above their heads, encased in transparent crystalline shielding, was a large, spherical, dark-blue crystal device, with four crystal spikes orbiting it. Superman recognized it instantly: it was the Trans-Phase Sub-Spatial Wave-Jammer, the very device used to halt Kree and Skrull advances by rendering their step-through drives useless.

Looking around, Zod grinned. "Everyone," he announced, "welcome to Station Command."

Glancing behind them, Phantom spotted the circular structure. "Oh my God…this place has its own World-Gate?"

Following her gaze, Brainiac 5 shook his head. "That is not a Gate, Tinya; the sub-spatial resonance is wrong," he remarked. "I…I do not know what that is…"

"I am not surprised, Mark; its existence was classified information," Zod said. "That, my friends, was one of Jor-El's contributions to Sentrius: the Point-to-Point Trans-Subspace Wormhole Generator."

Superman's eyes went wide. "My…my father built that?"

Dru nodded. "Half of our success in ending the Siege, we owe to that little invention of his!" he exclaimed. "The Generator takes the World-Gate design one step further: it forms one-way, instantaneous wormholes, either in its own casing or in the immediate area of Sentrius, without needing a receiving Gate on the other side! With it, we were able to deploy ships faster than the Shi'ar could even _fathom_, and fire Sentrius' weapons to connect at _point-blank_ range! Furthermore, he developed a software program that let Sentrius project its scanners through an open World-Gate; we were able to target the exit-vectors of wormholes right through it, from several galaxies away!"

Shadowcat gulped. "Okay…that's a little scary…"

As they walked down the main staircase towards the central console, General Zod looked ahead. "Cadet, update Sentrius' language-files; no sense in having to repeat everything you and I say to her."

"Yes, sir."

As Superman darted to the largest console, Polaris blinked. "Her?" she repeated. "Sentrius is a _girl?_"

Dru chuckled. "Sentrius' AI is the longest-running, most advanced AI in Kryptonian history," he said. "She was the first AI to become self-aware, which prompted the Council to grant equal citizenship and rights to any AI that exceeded its initial programming to achieve sentience…including the right to determine its own gender, should it so desire. Presently, Sentrius holds the equivalent Defence Force rank of Fleet Admiral."

After inserting the data-crystal Zod had given him, Superman quickly brought up Sentrius' language-files, and updated them. "Done, General."

"Good." Looking up, General Zod called out, in English, "Sentrius: Command Interface!"

Instantly, the lights dimmed, as a silver-blue holographic cube appeared above their heads; gradually, the cube began to take shape, forming itself into a perfectly proportioned female face. "_Greetings, General Zod,_" Sentrius answered pleasantly.

Lobo leered at the image. "_Frag_…fer a robo-chick, she's _hot!_"

Hepzibah scowled, rolling her eyes at Lobo's remark. "We're standing aboard the most advanced piece of military technology in the known universe…and _that's_ all you can notice?"

"Hey, the Main Man knows his priorities, sweet thing!"

Blinking her holo-eyes, Sentrius looked at their little group. "_General, I am detecting unauthorized personnel; shall I commence lockdown and teleport them to the brig?_"

"Negative, Sentrius," Zod answered. "These are allies of mine." He gestured to Superman. "If you had done a comparative genetic scan, you may have recognized this one; allow me to introduce Kal-El, Jor-El's son."

Smiling, Superman waved in greeting. "It's an honor to meet you, Sentrius; I've read a lot about you."

Sentrius smiled pleasantly. "_The honor is mine, Citizen Kal-El; my working relationship with Councilman Jor-El was quite enjoyable. I look forward to the same with you, in the future._" Her expression turned concerned. "_I am curious; why have I not been contacted before now? Krypton has missed several of its last scheduled periodic check-ins. What has happened?_"

Dru closed his eyes. "I fear you will not like the answer to that, Sentrius; the relevant information is within the data-crystal Kal-El used to update your language-files," he answered. "Brace yourself."

Instantly, a smaller holo-readout appeared in front of Sentrius' hologram, as she skimmed through the data…before the readout paused. Sentrius' expression became one of shock. "_Krypton…has been…destroyed?_"

Superman nodded sadly. "I'm afraid so, Sentrius."

Sentrius' readout didn't move. "_This…this is profoundly disturbing…_" she murmured.

Corsair lowered his gaze respectfully. "That, ma'am, is a _massive_ understatement."

Sentrius now looked sad. "_Then my function is now obsolete,_" she said softly. "_I understand the necessity, General – with Krypton gone, my Station-self is one of the largest repositories of Krypton's technology left, making me a near-irresistible target. I am willing to enact self-destruct, but I formally request that my program be preserved in accordance with Council Ruling 1175-89…_"

"A request I would happily grant, Sentrius, _if_ I were interested in decommissioning you," General Zod admonished gently. "Your request is a trifle premature; please continue reading."

As she resumed her download, understanding crossed Sentrius' face. "_Krypton's survivors are on the planet Earth,_" she concluded. "_Councilman Jor-El had the foresight to send his son to safety…and now the Kree, Skrulls, and Shi'ar intend to assault Earth to seize the technology he sent with you, enslave Earth, and destroy both you and the other survivors._"

"Yeah, in a nutshell," Havok said, scratching his head. "We were…kinda hoping you could help us out."

Her fine holo-eyebrow arched, Sentrius looked to her commanding officer. "_General Zod? This is true?_"

Dru nodded. "It is true, Sentrius," he confirmed. "That was why we came here; to transport you to the Sol System before the invasion-forces arrive."

Sentrius looked grave. "_General, while my directives demand that I act to ensure the survival of Krypton's survivors,_" she said, "_I must caution you that moving my Station-self to where another society could take advantage of my protection could be seen as a violation of the Law of Riona Prime…_"

"Sentrius, this invasion wouldn't even be _happening_ if the Kree and the Skrulls hadn't come after us on Earth," Superman said. "The way I see it, we've already dragged Earth into something it wasn't involved in, so we're just fixing the situation." His tone turned imploring. "The reason my father sent me to Earth was because he saw something in them – something worth _defending,_" he pleaded. "Krypton's people may be gone, but their spirit lives on in _us…_and that spirit, Law or no, could never just stand by and let this happen!"

Sentrius was silent for a moment…before she smiled. "_You share your father's eloquence, Citizen Kal-El,_" she said. "_I agree._"

Phantom beamed. "So, you're in?"

Sentrius nodded, before her expression turned grave, turning to General Zod. "_Situation?_"

"One Skrull invasion fleet, and one joint Kree-Shi'ar task-force, consisting of over a thousand vessels, each," Dru answered.

"_Tactical analysis?_"

Superman answered next. "Based on initial encounter, Kree and Skrull technology is virtually unchanged since our last encounter with them," he explained. "Shi'ar technology is also unchanged since the Siege; overall, the invasion forces present a negligible threat to the Battlestation, although they present an overwhelming threat to Earth, with its present capability."

"_Recommendation: that we utilize the Wrath and her sister-ships to move my Station-self through the World-Gate._"

"I concur," Zod agreed, "but before doing so, we intend to update your power-systems and weaponry, and so must remain in-system, as we can utilize the nearby asteroids for raw materials. If you would continue scanning the data-crystal?"

Resuming her download, Sentrius nodded. "_I concur; updating my weaponry would confer a distinctive additional advantage over the invasion-force – casualties would be minimized,_" she said. "_Councilman Jor-El had once expressed his desire to enhance my power-core with an ECM, once he had designed one, and his energy-armour design will increase my defensive capability by over 1000 percent, while enhancing my Refractor-Shield Generator's return-fire capacity._"

Avalanche blinked. "Huh?"

"Sentrius' shields aren't just designed to repel incoming fire," Superman said. "They can also absorb incoming beam-energy, redirect it, and shoot it _back._"

"_Correct,_" Sentrius confirmed. "_At present, my Generator is capable of an 8:1 blast-return ratio, requiring 8 shots for one counter-fire round. With the armour enhancing refraction, that ratio will drop to 2:1, or even 1:1._"

"Excellent!" Zod declared. "Cadet: return to the _Argo_ and get the ECM components to Sentrius' power-core. We'll need that ECM running as soon as possible!" To Sentrius, he added, "Sentrius: deploy Harvester Drones; we'll need those raw materials sooner than later!"

"_Acknowledged, General; deploying Harvesters._" Seconds later, her expression turned wary. "_Alert: space-flight activity detected within intended mining-range of Harvesters; deployment paused._"

"What?" Superman asked, as the view-screen brought up an image of the asteroid-field, showing several red blips. "Sentrius: identify unknown targets!"

"_Analyzing…done. Thermal outputs are consistent with in-system vessels of the people of Nirion IV,_" Sentrius observed. "_Subjects are a Class One society, and thus pose no significant threat; they have been observed to make mining-runs on the asteroid-belt on occasion. This is likely one of those times._"

Hepzibah looked stricken. "If they stay there, they could blunder right into the path of your Harvesters," she murmured.

"We'll go warn them away," Corsair said. "Sentrius, we'll probably need to update our ship's translator; any chance you know something about their language?"

"_Affirmative; I have observed several of their transmissions over their development. I am uploading the relevant files to your ship now,_" Sentrius answered. "_Caution: the people of Nirion IV have come to regard my Station-self as some kind of deity since their first in-system flights. It may be wise to refrain from mentioning the true nature of my existence; it may upset them._"

Lobo snorted. "Why? What are the little fraggers gonna do?"

Sentrius frowned. "_They may pose no threat to my Station-self, but they do possess space-faring weaponry, including thermonuclear devices,_" she said. "_Furthermore, the asteroid-field is extremely hazardous to navigate; should they become angered and detonate such a device, the resulting cascade of asteroids could easily destroy any vessel inside._"

"We'll be careful," Corsair said, before he and the rest of the Starjammers walked out, heading for their ship.

Quickly moving to the main console, Zod looked over his shoulder. "Well, Cadet? What are you waiting for?" he admonished. "We don't have the luxury of time!"

Superman nodded. "Yes, _sir!_" With that, he and the others hurried out, heading back to the teleporter, which would take them back to the vehicle-bay.

XXXXXXXX

_Gotham City, Earth_

The streets of Gotham were eerily silent as the sun began to set, casting long shadows over the city…which allowed smaller ones to flit by, unnoticed.

Firing their grapnel-lines, Robin and Batgirl swung across the open streets, touching down on an empty rooftop. "Huh," Batgirl said, looking around. "He's not here; he's never been late before…"

"He's _never_ late," Robin chuckled. "He's just waiting for the right moment to walk up behind us and spook us…like just…about…_now!_" With that, he spun around…and found nothing. Frowning, he turned back towards his comrade…only to find the Dark Knight standing there. Batgirl was slightly startled, but Robin just sighed. "Should've known."

Batman's perma-glare never wavered. "Status?"

"It's been quiet, all day," Batgirl reported. "Arkham and Stonegate are full, and all of our "friends" from the Gallery are either locked up, or underground; even the Joker is staying in."

Batman didn't even blink. "Any of them could be planning something for when the invasion starts and we're too distracted to respond," he muttered. "Contact Commissioner Gordon; we'll need eyes on the Asylum, starting tomorrow – if the invasion comes here, the last thing we need is Joker and his ilk running loose."

"Hera help us if _that_ happens."

Batman never moved as Wonder Woman touched down next to him. Glancing to Robin and Batgirl, she added, "If the worst does happen, I gather the police will need extra assistance?"

Batgirl nodded. "Understatement of the year!"

Wonder Woman smiled gently. "Depending on General Zod's strategy, perhaps some of my sisters might aid you…"

"…_if_ your mother agrees," Batman reminded her.

Diana nodded sadly. "If my mother agrees."

Robin piped up. "So, what exactly _is_ this guy's plan?"

"We don't know," Batman said flatly. "The briefing is today; all our allies will be hearing it at the same time – none of us have heard even a hint, until now."

Batgirl chuckled. "Which bugs you to no end, right?" she teased, but her smile collapsed as Batman's stare fell on her.

Robin knew that expression. "You don't trust him, do you?"

"I'll admit that his strategy has been…effective," Batman said, "but there's something about him that doesn't sit well with me."

Diana looked pensive. "You've noticed it, too?"

Batgirl blinked. "What? Is it because he's majorly harsh?" she asked. "No offence, but he's a General; that's kinda in the job description."

Wonder Woman shook her head. "It's _more_ than that, child," she insisted. "I just…I feel like he's hiding something from us; as if what he's told us so far…is _too_ easy to accept, or is only _half_ of what he really knows." She shook her head. "I don't know; perhaps I'm over-imagining it…"

"I doubt two people can imagine the same thing at the same time," Batman said. "Right now, our priorities have to be on making sure the planet gets through this crisis; after that, we can start looking into what Zod's hiding."

Diana looked stricken. "How?"

"Superman's Fortress must have some data on him," Batman observed, as he walked towards the nearby rooftop exit. "Furthermore, if Sentrius is controlled by an AI, it must have worked with him before all this, and would have a better understanding of him; that should give us somewhere to start."

Frowning, Diana walked after him. "Well, what should we start looking for, then? That isn't exactly much of a place to…"

Robin chuckled dryly. "He's already gone."

Rounding the exit after Batman had ducked behind it, Wonder Woman found nothing but shadows. "_Urrgh!_" she fumed. "That infuriating…does he have _any_ idea how annoying that is?"

Batgirl giggled. "Um…why else do you think he does it?"

Wonder Woman glanced to them. "He does that to you often, then?"

Robin nodded. "We kinda learned not to take it personally; it just means his mind's on other things, and he trusts us to catch up on our own."

Diana frowned, folding her arms. "Well, he's been doing it to me for nearly a _year_ now, and I still find it…_irritating!_"

Batgirl's eyes went wide. "Wait…he's been pulling disappearing acts ever since he _met_ you?" she asked, before she grinned. "_Wow._ He must _really_ trust you."

Diana's eyes went wide. "You are joking."

Robin shook his head. "It took us _months_ to earn that kind of trust from him."

Batgirl nodded. "Plus, ever since you've been around…I swear, I've seen him almost smile, two or three times!"

Wonder Woman blinked in confusion.

Batgirl laughed. "He _never_ "almost smiles"!"

Now Wonder Woman's cheeks were starting to hint red. "This…this isn't the time for this!" she chided. "I…I need to meet with Hawkgirl before we retrieve my mother!" She turned to go. "Contact us if anything changes." With that, she flew off.

Batgirl was visibly trying not to laugh, now. "Okay, it's official: they _both_ like each other!"

Robin nodded, barely managing to keep down his own grin. "Never thought I'd see the day!" he agreed. "Alfred'll be over the moon!"

Batgirl's smile dimmed. "Think he's okay?"

"He's fine," Robin said. "I think he's helping at one of the evacuation points; I think it's up in Kansas, somewhere. He said he was going to help a friend of his."

"A friend? Who else does Alfred know besides…" Batgirl began. "Wait…do you think it's this lady he's been seeing?"

"Could be."

Batgirl looked hurt. "So how come he hasn't introduced us?"

Robin chuckled, as he turned to go. "Right; Al's gonna introduce a lady to his semi-adopted-son, who fights crime as a hobby. That'll go well."

"Hmm…good point," Batgirl agreed, as she followed her teammate to the rooftop's edge, before they fired their grapnels and swung off. '_It takes a special kind of lady to handle this business; hope she doesn't get scared off…_'

XXXXXXXX

_Nirion System_

"Ch'od, Raza, any sign of these locals?"

As the _Starjammer_ glided through the asteroid belt, Ch'od grunted and hissed as he scanned the sensosrs, while Raza simply shook his head. "Nay, Captain; I am detecting no sign of any vessels."

Corsair grimaced. "Hepzibah, hail Sentrius; her eyes must be sharper than ours."

Hepzibah nodded, switching on the ship's comm-system. "Channel open, Captain."

"_Starjammer_ calling Sentrius; we're having trouble spotting our guests!" Corsair called. "Any idea where we should be looking?"

"_Acknowledged, Starjammer; the vessels in question are several light-seconds off your starboard bow, three degrees below horizon,_" Sentrius came back. "_I am detecting moderate traces of fissionable material in the nearby asteroids, which could be affecting your scanners; if you adjust your scan-beam's wavelength by 0.05 cm, you should be able to compensate._"

Quickly making the corrections, Ch'od grinned, hissing his approval. "We see them, Captain!" Raza declared. "Yon vessels be directly below us!"

"Excellent!" Corsair exclaimed. "Hepzibah, take us in, nice and slow; we don't want to spook these guys." Nodding her agreement, Hepzibah guided their ship into a low dive, weaving through the massive space-rocks.

After passing by an asteroid over twice the _Starjammer's_ size, Corsair could see the ships in question. "Sentrius…didn't you say these guys were a Class _One_ society?"

"_Affirmative._"

Gesturing to Hepzibah to put the data-feed through, Corsair continued, still staring at the pair of large, torpedo-shaped vessels, each one over _thrice_ the _Starjammer's_ size. "Does that _look_ like a Class One society to you?"

There was a moment's pause. "_Tactical scans read vessel has limited flight capability; it is incapable of step-through, or any impulse-thrust above 10 percent lightspeed, which is consistent with a Class One society,_" Sentrius answered. "_However, these vessels suggest technological sophistication approaching Class Two; further study is necessary._"

"You do that," Corsair muttered. "Right now, we're going to try and talk to these guys. _Starjammer_ out." As Hepzibah guided the ship closer, Corsair took a deep breath. "Okay, Hepzibah; load the translator program, and open all frequencies. Time to make a call." In seconds, the channels were open. "To the two large vessels off my port beam, this is the _Starjammer;_ I am the small ship on your starboard side, over three light-seconds from you. Please respond!"

There was a crackling of static, before a male voice – fairly young, barely older than Scott was – answered. "_Hello?_"

Corsair grinned. "Hello!" he answered. "This is Captain Corsair, commanding officer of the _Starjammer_; with whom am I speaking?"

The voice answered back. "_This is…this is First Lieutenant Seerow Velarn, Executive Officer of the Rinian Protectorate Task Force Jucor. We…we read you, Captain Corsair!_"

Corsair laughed. "And we read you, First Lieutenant; nice to meet you!"

Seerow laughed back. "_Nice to meet you as well, Captain!_" he exclaimed. "_Forgive me for asking, but…are you from another planet? Not from this system?_"

Corsair grinned. "As a matter of fact, yes!"

Seerow gasped. "_That…that's amazing! How did you get here?_"

"You know that big, crystal, ring-shaped device, a few light-minutes from here?" Corsair asked. "Myself and some friends of mine came through that."

"_You…you came through the Crystal Ring?_" Seerow exclaimed. "_That's INCREDIBLE! I always THOUGHT it was a transport-device!_"

"As much as I'd love to talk, First Lieutenant, I'm afraid we're in a bit of a hurry," Corsair said. "That's why we're here; would you and your task-force mind just moving a few light-minutes out of here? This area of the asteroid-belt isn't exactly safe, right now."

Seerow was understandably confused. "_Why? What's the problem?_"

'_Hoo, boy; how do I explain this one?_' "There's a…fairly large mining expedition heading this way; we detected your ships in our…quarry-zone, and we can't get started until you move."

"_Oh! I-I see!_" Seerow answered. "_Well, I'm afraid I'll have to clear it with the Admiral, so…oh! Here he is!_"

There was a brief rustling on the other end, before a gruff voice replaced Seerow's. "_This is Admiral Kelron Drex, in command of Task-Force Jucor! Who is this?_"

Corsair inwardly frowned. '_So much for the warm reception._' "Admiral, this is Captain Corsair, in command of the _Starjammer,_ three light-seconds off your starboard beam; your task-force is in the quarry-zone of our expedition…"

"…_and you Krunian dogs expect us to vacate, do you?_" the Admiral snapped. "_I'll admit, this is a new trick, but the Imperium will have to do better than that to fool us! Now be off with you, or we will open fire!_"

Corsair scowled. "Admiral, I do not know who you think we are, but we are telling you the truth! Your task-force is situated directly in our quarry-zone! If you do not move…"

"_Are you threatening me, Imperial scum?_" the Admiral spat. "_You show your true colours at last, dog! You never change! First you seek to drive us off our territory, and now you try to force us off our rightful mining site! Never again! As long as the Warrior Star stands between us and you, we'll never yield!_"

Confused, Corsair glanced to Hepzibah. ""Warrior Star?"" he whispered. "You think he means Sentrius?" Hepzibah could only shrug. Desperate, Corsair tried a gamble. "Admiral, who do you think _sent_ us?"

For a moment, there was silence, prompting Corsair to think his gamble had paid off.

No such luck. "_BLASPHEMY!_" the Admiral exploded. "_All gunners, lock onto that Krunian devil! Shoot him DOWN!_"

"_Admiral, wait!_" Seerow's voice echoed in the background. "_That ship doesn't have any Krunian markings! Its design is completely different from theirs! We could actually be looking at a…_"

"_Back to your station, boy! Your foolish ideas have caused enough trouble!_"

Snarling, Ch'od hissed out a warning. "Captain, they're targeting us!" Raza shouted.

Corsair sighed. '_Another first-contact, shot to hell._' "Evasive action! Get us out of here!"

As the two ships started to turn, bringing their cannons to bear on the _Starjammer,_ the smaller ship's retro-thrusters fired, pushing it back into a turn, flipping away as its main engines fired, sending it flitting towards open space, but several large asteroids floated into its path, forcing the _Starjammer_ to turn. Seeing the massive space-rocks on the ship's HUD, Corsair scowled. '_Damn, I hate flying through asteroid-belts…_' "We need options, people! Somebody get me another way out!"

"Captain, _incoming!_" Raza shouted. "Both ships hath fired! Laser-rounds, closing fast!"

Checking the radar-screen, Corsair saw that his crewman was right – there were multiple shots inbound. "Hepzibah, get our girl out of the way!"

Outside, dozens upon dozens of high-caliber laser-rounds screamed towards the smaller ship, but the _Starjammer_ managed to weave out of the way of each and every one of them; as she cleared the last of the shots, Hepzibah let out a sigh. "_Don't_ ask me to do that again."

"I'll try not to," Corsair replied. "Raza, get that Admiral back on the horn; he's going to kill us all if he doesn't…"

But he never got the chance to finish, as an alarm klaxon drowned him out. Raza grimaced at the sight. "Captain, we have a radiological alarm! Those ships' nukes just went hot!"

Corsair's eyes went wide. "Hail Sentrius, _now!_"

"Channel's open, Captain!"

Corsair's voice was haggard as he spoke. "_Starjammer_ calling Sentrius; we've got trouble! We just met the locals, and they're _not_ happy to see us!"

XXXXXXXX

_Sentrius Battlestation, a few minutes earlier_

"Wow…so _this_ is Sentrius' power-core?"

As he, Shadowcat, Avalanche, Gambit, Rogue, Phantom, Beast, Brainiac 5, and Lobo walked into Sentrius' Core Chamber, Superman nodded, setting the spherical core of the ECM he'd been carrying down. "Yep; this is Sentrius' heart, alright."

Beast lifted his glasses from his eyes, rubbing them to get a better view. "My word…any Earth scientist would likely trade his right _arm_ to get a look at this place…"

Looking around, Rogue took in the even _vaster_ chamber, resembling a slowly sloping bowl, dotted with dozens of EPMs – some completely dark, some pure white, and most simply a dull grey – at regular intervals. At the center of the chamber, suspended in midair, was a large, crystalline unit, composed of jagged, blade-shaped crystals, connected to a spherical one at its core. "Okay, what's _that_ thing?" she asked, setting down the sets of Amplifier-crystals she'd been carrying.

Superman glanced up. "That, Rogue, is Sentrius' Solar Refraction Engine; it's what powered Sentrius up until now," he answered. "Basically, it converts the solar energy Sentrius absorbs into usable power."

Setting down the set of Amplifiers he'd been carrying, Gambit whistled. "An' _how_ many EPMs dis thing run on?"

Superman quickly counted…and his eyes went wide. "Fifty."

Almost dropping the containment-field generators she and Mark had been carrying, Phantom's eyes went wide. "_Fifty?_" she cried. "Kal, just _seven_ of those had enough energy to blow up a planet, and now you're telling us that there's seven _times_ that much power here?"

Superman could only nod soberly. "It takes a lot of power to run Sentrius, Tinya; there were times when Krypton had to supplement Sentrius with extra EPMs when solar energy wasn't enough," he said. "With the ECM, that problem should be solved."

"So, we just swap out one engine for another," Avalanche said. "Sounds easy enough."

Scowling, Lobo put down the EPM-apparatus he'd been lugging. "If it's so fraggin' easy, fanboy, how come ya can't do it alone?"

Shadowcat frowned. "It goes _faster_ with more than _one_ person, buster!" she snapped. "It's not like you have anything _better_ to do!"

"Whatever."

Glancing up, Superman spoke again. "Station Command, we're in position; standing by."

Zod's voice came back over the comm-line. "_Understood, Cadet; preparing to uncouple Solar Engine. I suggest you work quickly._"

Superman nodded. "Sentrius?"

"_Authorization received; powering down secondary systems._" Instantly, the lights in the Core-Chamber dimmed considerably. "_Power-down complete; disengaging Solar Engine._" At that, the Engine raised up to almost the ceiling, away from the EPMs. "_Engine uncoupling complete, Citizen Kal-El; please proceed._"

Superman smiled. "Thank you, Sentrius; we'll be as quick as we can." With that, they got to work; moving towards the center of the Chamber, Phantom and Brainiac 5 set up the containment-field generators in a large square-pattern. Once it was done, Superman set the spherical core into the center of the square, before stepping back, activating his belt-computer and entering a few commands; instantly, the core started to levitate above the square, stopping once it was over 10 feet from the floor. Checking his calculations, Superman nodded. "Okay, Core-Alignment looks good; Sentrius, do you see anything wrong?"

"_Negative, Citizen Kal-El; based on your formulae, I am detecting no significant deviations._"

"Good," Superman answered. "Okay, then; priming Amplifiers." At his command, the dozens of Amplifier-crystals flew up from the floor, encircling the core to form three separate rings: one small, closest to the core, one medium-sized, and one large, all perfectly aligned, resembling the rings of Saturn. "So far, so good," Superman mused. "Now, we just need to calibrate them, and then re-check the containment-field and moderator-programs…"

Zod's voice interrupted. "_Cadet, we have something of a situation, up here,_" the General said gravely. "_We've just received word from Corsair and his crew; their encounter with the locals is not going well. We've also detected a radiological alert._"

Brainiac 5's eyes went wide. "If those ships fire any kind of warheads, the asteroids will tear them apart!"

Superman felt his blood run cold. "General, what can we do?"

Dru was silent for a moment. "_Cadet, I am not sure if there is much we can do; not even the Argo can get there in time…_"

"That is _not_ acceptable, General!" Superman declared. "What about the Point-to-Point Generator?"

Zod sighed. "_Cadet, we do NOT have the power! Not without that ECM, and certainly not with the Solar Engine offline!_"

Superman thought fast. "What if we diverted power from the shield?" he asked. "Sentrius?"

Sentrius answered him. "_If we were to reduce shield-output to minimum sustainable levels, it would free up enough power to activate the Generator without reducing the reserve-power needed to activate the ECM._"

"Then do it!" Superman declared. "Prep the _Argo_ for immediate deployment; I'll be up at Command in a few minutes!"

Zod groaned. "_Very well._"

As the comm-line shut down, Superman entered a few more commands into his computer, transferring his calculations to Brainiac 5. "Mark, you're going to have to finish calibrating the Amplifiers; we'll need them up and ready by the time I get back!"

Brainiac 5 nodded. "Good luck!" With that, Superman raced out of the Core Chamber.

Reaching Station Command in minutes, Superman darted in just as the hangar-bay elevator door opened, allowing the _Argo_ to rise up in front of the Generator, with two crackling energy-tethers linked to its hull – the launching-catapult. Seeing him walk in, Dru sighed. "I hope you know what you're doing, Cadet."

Superman nodded. "We're _all_ going home today, General." He walked towards the Speeder. "Sentrius, begin Point-to-Point Trans-Subspace calculations: target the radiological signature within the asteroid field!"

"_Acknowledged; launch-sequence commencing. Thirty seconds to deployment._"

Activating the _Argo's_ teleporter, Superman beamed himself inside the Speeder just as the Generator started powering up. One-by-one, the ring-structure's crystalline spokes started glowing, before firing energy-beams into the ring's center, breaking through sub-space and opening a wormhole. At once, the _Argo's_ autopilot whirred to life, before the energy-catapult stretched forward…and then snapped back, launching the Speeder through the wormhole.

For several seconds, Superman was pressed back against the pilot's chair as the _Argo_ raced through the subspace tunnel, before it emerged into normal space, the autopilot disengaging as the wormhole ejected the Speeder, closing behind it…right in front of a massive asteroid. Grimacing, Superman pulled up, just managing to evade the massive chunk of rock, before plotting a course for Corsair's last known position. "_Argo_ calling _Starjammer:_ what's the situation?"

"_In a word? FUBAR!_" Corsair shouted back. "_This half-baked Admiral's about one second away from going nuclear on us!_"

"_Captain!_" Raza's voice echoed in the background. "_The lead vessel has fired! One warhead, closing fast!_"

Seconds later, Superman saw a massive blast in the distance; adjusting course towards it, he hailed the _Starjammer_ again. "_Starjammer! Starjammer_, can you hear me?"

Static filled the response. "_…hear…EMP knocked…radio…barely got clear…asteroids…_"

"Understood, Captain; I'm en route now!" Ending the transmission, Superman increased speed as much as he dared, racing towards the blast-site, dodging asteroids as he flew.

Within minutes, the _Argo_ had reached the blast-site; amidst the crashing asteroids, Superman could make out the _Starjammer_ fleeing from two fairly large ships…which resembled Kree cargo-cruisers. '_How on Earth…_' Superman thought, but shook his head to clear it as he saw that one of the attacking ships was preparing to fire two more warheads, even as it was getting pelted by asteroids. "_Argo_: arm Polaron Disruptor; target inbound missiles! Fire when ready!"

Seconds later, the cruiser fired two nuclear missiles…at which point the Speeder unleashed a pair of Disruptor-blasts, which smashed into the warheads, curling crackling electrostatic energy around them, turning them into paperweights. With the missiles dealt with, Superman activated the translator program, and hailed the cruisers. "Attention unknown ships: cease your attack immediately! Your warheads are causing seismic disturbances within the asteroid-field; any additional detonations will prove fatal!"

A gruff voice answered him: obviously the Admiral. "_What on…who is this?_"

"Introductions later!" Superman answered. "I am about to clear a path for you, so if you want to live, I suggest you take it!" Switching off the comm-line, Superman targeted a distant region of asteroids. "_Argo:_ arm one Anti-Graviton Torpedo, 20 percent charge! Fire!"

The Speeder responded instantly, firing a glowing sphere of red-white energy, sending it screaming past the attacking cruisers into a distant part of the field, where it detonated, unleashing a powerful anti-gravity burst, pushing hundreds of asteroids, some large enough to be planets, out of the way, creating a clear path for the _Starjammer_ and its former pursuers.

The _Starjammer_ quickly took the hint, racing into the opened corridor and out into clear space. The second cruiser quickly followed, but the first did not move, prompting Superman to hail it. "Unknown cruiser, the way is clear, but it won't be that way for long! You must evacuate!"

A new voice – a younger one – answered him this time. "_H-Hello? Can you hear me?_"

"Affirmative, unknown cruiser; move clear immediately."

"_We can't!_" the voice exclaimed. "_Our bridge was hit by an asteroid, minutes ago; we just lost the last bit of control we had here! Engineering is moving to reroute control, but it'll take time! What's more, fires have blocked off the bridge, and we're losing air here! We managed to get the rest of the crew out, but myself and the Admiral are trapped here…_"

Superman grimaced. "Understood! Just hang on!" Quickly, he manoeuvred the _Argo_ towards the wounded ship, targeting the two life-signs still on the bridge. "_Argo:_ initiate emergency teleport!"

Instantly, the blue-white wave shone through space, reaching into the bridge, before retracting into the Speeder's cockpit, depositing two feline humanoids, one in his early twenties, the other in his fifties, both in military uniform, into the cockpit. With the two of them saved, Superman guided his ship to the cruiser's bow. "_Argo:_ deploy Graviton Beam, 5 percent yield; target bow of unknown vessel!" The very moment he'd said that, a dark violet beam lanced from the Speeder's stern, touching the nose-cone of the cruiser, creating a gravitational pull that dragged it along after the smaller ship.

Looking around, the younger humanoid babbled nervously in his native language, while his older CO just coughed, still dazed from smoke inhalation. Quickly, Superman reactivated the translator, setting it for real-time, and all became clear. "…where are we? H-How did we get here?"

Gently raising his hands, Superman reassured the alien youth. "It's alright; no-one will harm you."

The youth blinked. "H-How do you know our language? Who are you?" His eyes went wide. "Wait…t-this ship, it's…it resembles the…the Warrior Star!"

Superman blinked in confusion, until he realized he was talking about Sentrius. "I suppose we have some explaining to do, don't we?" he asked. "Well, for starters, this ship we're in is called the _Argo_, and right now it's towing your ship out of the asteroid-field before those big boulders start rebounding back." Smiling gently, he finished, "As for myself, my name is Kal." With that, he extended his hand.

Blinking, the youth started to smile back, before he shook it. "Seerow."

"Pleased to meet you," Superman replied. "Now, let's get you and your crew out of here, shall we?" With that, he turned back to the controls, guiding the _Argo_ and its new passengers out of the asteroid-field.

XXXXXXXX

As the mysterious ships led the two Rinian mining-cruisers out of the asteroid-field, none of them noticed the small scout-vessel as it flitted away, heading for home.

Aboard the scout-ship, the two canine-humanoid pilots – officers of the Krunian Imperium, both of them – were astounded by what they had seen. "What should we do?" the co-pilot asked.

"Cycle the drive," the pilot ordered. "Command must be notified." Quickly nodding, the co-pilot activated their ship's jump-drive; seconds later, the tiny, two-man ship winked away, its step-through drive flaring to life.

Emerging from its jump, the scout ship positioned itself in orbit above the Krunian homeworld, heading for the massive orbital anchorages built above the capital, each one housing dozens of ships, large and small.

The Krunian Imperial Fleet; after removing the handful of Rinian colonies on the homeworld, thus consolidating the Emperor's power, the Imperium's first order of business had been to construct a battle-fleet capable of wiping out their long-time enemies, once and for all…as soon as they found a way past the hated Warrior Star.

Minutes after they arrived, they were hailed. "_Command calling Scout-One; you're a little early for check-in. Explain yourselves._"

"Scout-One to Command; our apologies, sir, but we have important information!" the pilot replied. "We recently observed several unknown vessels, one of which was eerily similar in configuration to the Warrior Star; they assisted several Rinian vessels in the asteroid-field!"

The voice was cross. "_Do you mean to tell me that you abandoned your post to report a few Rinian commoners and some sensor-ghosts?_"

The pilot gulped. "_No,_ sir! That's not why we came!" he cried. "Just _prior_ to that, we detected a change in the Warrior Star itself; its defensive-field output dropped _considerably!_ It's still putting out more power than any of our ships, but it's still dropping! It's _weakening_, sir!"

Command was silent at that. "_You are certain of this?_"

"Absolutely, sir! You can check the long-range satellites, yourself! That monstrosity is losing power!"

A chuckle answered that. "_Odd thing for a god to do, wouldn't you say?_" came the response. "_That only proves what we've known, all along: that thing is nothing more than a machine, and now its power-source is finally running out. Can we breach its shields?_"

The pilot re-checked his data. "It's…possible, sir; we'd need the entire Fleet, but it is _possible!_"

In the background, whoops of joy echoed from every officer on duty. "_Scout-One, return to base for debriefing!_" came the next orders. "_After that, report to your posts on the flagship; the Fleet will move within the hour, and I wouldn't be surprised if even the Emperor himself came with us to see that abomination fall! Command out; Krunia commands the stars!_"

Reflexively, both officers returned the salute: "Krunia commands the stars!" Ending the transmission, the two officers guided their craft towards the main anchorage, eager to return to duty.

At long last, the Krunian Imperium would destroy its hated enemy, and no alien abomination would stand in their way.

XXXXXXXX

_Latveria, Earth_

"Okay, _why_ are we here, again?"

As she touched down in front of the imposing castle, made only eerier by the dark Latverian skies, Power Girl couldn't help but feel a chill grip her spine, even as the Fantastic Four emerged from the Fantasticar behind her. Krypto promptly touched down beside her, nuzzling his nose against her shin, but it didn't help her unease. "Asking Lana Lang for help was hard enough…but _Doom?_ Are you guys _kidding_ me?"

The Thing grimaced. "Hey, we ain't too fussy about the idea ourselves, blondie."

Looking up at the castle, Johnny gulped. "Hey, I'm with PG on this one, guys," he murmured. "_When_ has us asking Vic for help ever gone well?"

Stepping out of the Fantasticar, Mr. Fantastic sighed. "Ben, Johnny, the crisis we're facing is unlike _anything_ we've seen before," he admonished. "We need all the help we can get…and that includes Victor's." Stricken, he quickly moved to the other side, to help his wife disembark.

With the beginnings of a baby-bump showing through her uniform, Sue sighed in annoyance as her husband helped her down. "Reed, I'm _pregnant_, not paralyzed!" she muttered. Calming, she continued, "Do you actually think that Victor will agree?"

"I think that, _somewhere_, on _some_ level, Victor does care about the good of humanity," Reed insisted. "We just have to reach that."

Power Girl frowned. "We'll have to _find_ it, first," she muttered. "You should have brought an _electron microscope._"

Reed chuckled. "Alison…"

"Have you forgotten what he _did_ to Kal?" Power Girl shouted. "What he _would_ have done?"

Reed looked grim. "Nobody's forgotten what Victor would have done, Alison; believe me, no-one knows better than us what he's capable of," he said. "But, right now, those invasion-fleets are the bigger threat, meaning that we need _every_ capable hand to stop them."

Sue nodded. "It's what Superman would do."

Power Girl sighed. "I know, I know…"

The Thing shrugged. "Hey, who knows? Maybe we'll get lucky and he won't be home," he offered. "Vic's got a whole buncha castles besides this one; how do we know he's even here?"

"General Fury told us that S.H.I.E.L.D. satellites have detected increased activity at this castle, Ben," Sue answered. "I think it's a pretty safe guess."

At that, Krypto whined. Power Girl couldn't blame him. "I hear you, Krypto; I hear you."

As they walked towards the castle, Reed was first to reach the impressive wooden doors. "I know you can see and hear us, Victor!" he called out. "We just want to talk, that's all!"

Instantly, a small squadron of Doombots rocketed up from behind the castle walls, flying towards them and touching down, encircling them in seconds. Power Girl readied herself, as Krypto bristled beside her, his teeth bared in a growl, but the Doombots made no move to attack. One Doombot stepped forward. "_State your purpose._"

Reed remained calm, obviously expecting this. "We wish to address your master on a matter of great importance; once we have done so, we will leave willingly."

There was a moment's pause, before a familiar voice came through the Doombot's speaker. "_You dare much by coming here, Richards._"

"The situation left us little choice, Victor," Mr. Fantastic answered. "I'm sure by now you are aware of the impending invasion…"

"_Spare me your babblings, Richards; your objective was obvious the moment you arrived. You wish Doom to aid your little "coalition"._"

Reed flinched, but kept calm. "That is correct, Victor," he said. "No matter what differences we have, we must put them aside for the good of all the Earth."

"_Differences._" Doom's voice was flat, as if Reed's argument were nothing more than words. "_I presume, of course, you are referring to the repeated insults against my honour, made by your Kryptonian friend._"

Power Girl's fist clenched. "Oh, right! Like _we're_ the ones who tried to brainwash…"

"_You will speak when you are spoken to, wench._"

As Power Girl's eyes flared gold, Sue quickly jumped in. "We could stay here and point fingers all day, Victor, but that won't help anything!" she said. "When the invasion fleets arrive, they're going to be coming for _your_ people too, sooner or later!"

"_Doom is more than aware of this fact, Susan. I am quite capable of protecting my throne and my people, as these invaders will soon discover, should they dare to cross Doom. My concern lies with Latveria and her welfare; anything else is irrelevant._"

Reed grimaced. "Victor…"

"_You asked that I hear your concerns, Richards, and I have done so,_" Doom snapped. "_This meeting is over. Doom has spoken. You will leave immediately._"

As the Doombot's speaker switched off, the rest of the Doombots broke formation, opening up enough of a space for them to walk out, before powering weapons.

The message was clear.

Sighing, Reed could only turn around, and start walking back to the Fantasticar, followed by the others. "Hate to say I told ya so, Stretch," Ben said.

"I know, Ben," Reed answered. "I just…I'd hoped that Victor could at least _see_ that this is _not_ the time for such petty differences…"

Frowning sadly, Sue looped her arm around her husband's. "You tried, Reed."

Glancing down, Power Girl sighed…and then perked up as her hearing caught something; Krypto heard it too, as he started to growl. "Guys?" Power Girl began. "We've got company!"

Seconds later, the little group started to hear angry shouts on the wind, starting off faint, but growing louder and louder…as a large mob of Latverian citizens, armed with everything from torches to pitchforks, came storming towards them, with the Fantasticar directly behind them.

Johnny grimaced. "Oh, great!" he muttered. "A perfect end to a perfect day!"

"We'll be okay, Johnny," Reed said. "We just have to stay calm…"

"Reed, are you _kidding_ me? Have you even _watched_ any classic horror-movies?" Johnny cried. "The _minute_ the angry mob shows up, it all goes to hell in a handbasket!"

Reed blinked. "We just need to reason with them…"

"Hello? _Angry! Mob!_"

By then, said angry mob had gotten close enough for them to easily hear some of what they were shouting. "_You_ brought this madness upon us!"

"How _dare_ you come here!"

"You assaulted our capital, and our King!"

"This is _your_ fault!"

Stricken, Reed tried to talk to them, but the mob didn't give him a chance, steadily growing closer…until one shout stopped them. "_ENOUGH!_"

At that voice – that one, UHF-laced voice – the entire mob froze in its tracks, slowly turning to face its owner,a young woman shrouded in a full, dark-green cloak, its hood concealing her face. The Four and Krypto were surprised as well, but nowhere _near_ as much as Power Girl. '_No way…it can't be…_'

Seeing that she had the mob's attention, the mysterious young lady scowled. "How _dare_ you call yourselves Latverians?" she spat. "Are you all so blind that you cannot see the truth? This invasion is but the _second_ wave of the monsters that now threaten us! Their _first_ gamble was to appear as friends; a gamble that would have _succeeded_, had it not been for the Justice League! And you now seek to blame _them_ for this?" Her mouth twisted with scorn. "I am _ashamed_ to call you my countrymen."

That remark caused the mob to look away in shame, quelling their fury and giving her the chance to continue. "You think to waste your fury on the ones who seek to help you, rather than save it for the ones who mean you harm?" she snapped. "These invaders mean to burn your homes – your very _planet_ – to the ground! They mean to plunder this world, and enslave every single one of you! Do you intend to _let_ them?"

The mob just stared back at her, bewildered.

Irate, the woman's hands went to her hips. "Well, _do_ you?"

One voice shouted back from within the mob. "No!"

The woman pointed back towards the town. "Then go home," she ordered. "Spread the word; tell your countrymen to prepare themselves for war…and pray that it does not come!" With their rage dispelled, the mob slowly dispersed, heading back towards the nearby town. After several minutes, only the woman remained, meeting Power Girl's gaze with a wry smile. "Still getting yourself into trouble, Blaire? Not much has changed, I see."

Power Girl could only blink in astonishment. "_LeRoux?_"

Pulling back her cloak's hood, Siryn shook her hair free. "My apologies about the poor reception; my countrymen simply needed a nudge in the right direction."

Sue shook her head. "Think nothing of it, Princess."

Ben nodded. "We're used to gettin' the cold shoulder every time we come here…'cept it's usually from Vic."

Siryn looked sad, glancing down. "Yes, I can imagine."

Power Girl recovered her voice. "Anita, what are you doing here?"

Siryn chuckled. "As Susan said, Alison, I _am_ Latveria's Princess; where _should_ I be?"

Reed spoke up. "I assume you've heard about this little "coalition" we're putting together to help repel the invaders," he said. "We were hoping that your father would agree to help…"

"…but he refused," Siryn hazarded. "And to anticipate your next question, Dr. Richards, you would like me to ask him on your behalf." She sighed. "I would, Doctor, but I doubt it would help; after my little defection, several months previous, my father and I are not on the best of terms. My opinion means little to him, at the moment."

"So…what'll you do now?" Johnny asked.

"Right now, I will stay here, and help coordinate Latveria's homeland defence," Siryn said. "My father likely has the aerial and naval defence of the country in hand – or at least as much as is possible – but our citizens will need someone on the ground."

"We could have a backup team sent here to assist you," Power Girl offered. "In the meantime, why don't you at least come with us; we'll be briefing all our allies on the plan of attack at the Fortress in less than a half-hour…"

Siryn shook her head. "I appreciate the offer, Blaire, but my people need me here," she replied. "While I might be helpful in your overall planning, to my people, I am _essential._"

Power Girl could only nod. "Okay."

Glancing towards the Four, Siryn's eyes widened with surprise as she spotted Sue's condition. "You are…expecting?"

Sue's hand reflexively went to her abdomen. "Yes."

Siryn smiled gently. "That's…that's wonderful!" she said. "Congratulations!"

Sue started to smile back. "Thank you," she replied, "although, looking back, we probably could have timed it better."

Reed chuckled sheepishly. "Yeah," he agreed. "Conceiving a child months before a planetary invasion probably wasn't the best timing on our part."

"Hey, it's not like anybody saw this coming, Stretch," Ben piped up.

Power Girl giggled, before turning back to Siryn. "You're sure you won't change your mind?"

Siryn shook her head. "I'm afraid not; I am needed more here."

Power Girl sighed. "In that case, you be careful," she said, before smiling wryly. "You don't get to check out until _after_ I've kicked your butt in the Danger Room!"

Siryn smiled back. "Delusional as always, I see." Her tone turned serious. "Good luck."

"You, too." With that, Siryn vanished into a cloud of green haze, while Power Girl and Krypto took to the skies, followed by the Fantasticar as they headed north.

XXXXXXXX

_Sentrius Battlestation_

After guiding the two vessels through the asteroid-field, Superman flew the _Argo_ back into Sentrius' landing-bay, with the _Starjammer_ close behind. As the Speeder touched down, its teleporter-beam deposited Superman and his two passengers outside, while Corsair and his crew disembarked. Glancing out through the bay's safety-field, Corsair saw the two vessels circling Sentrius. "Well, it looks like the natives are officially restless."

Superman could only nod. "We've got some explaining to do," he agreed, as he heard the Lieutenant and the Admiral start chattering in their native tongue. "Sentrius: activate translator program."

"_Acknowledged._"

Sentrius' voice stunned both Seerow and the Admiral into silence. Seerow spoke first, as Sentrius' translator interpreted his words and followed with English. "Did…did the Warrior Star just…_talk_ to you?"

Superman chuckled. "She's called Sentrius, and yes."

Admiral Kelron was pale as he looked around. "This…this is a sacred place; we should not _be_ here..!"

Seerow, however, was wide-eyed with wonder. "This…this is _amazing!_" he exclaimed, looking about the vehicle-bay, taking in the myriad assemble of ships in dry-dock. "Is this place…some kind of space-station?"

Superman nodded. "A Battlestation," he answered. "_Steadfast-Guardian_-Class; she's the only one of her kind."

Seerow laughed with bewildered delight. "How…how was something so immense constructed?" he asked. "Who could have built..?"

"Still your _tongue_, boy! I'll not hear one more _word_ of your blasphemy!" Admiral Kelron thundered. Rounding on Superman, he continued, "And just who are you that would dare to trespass here? Answer me, alien!"

Superman kept his cool as he met the Admiral's glower. "Of course, Admiral," he replied, gesturing towards the path to Station Command. "If you'll both follow me, all will be explained." That was enough to calm the Admiral's bluster, as he and his subordinate followed Superman and the Starjammers out of the vehicle-bay.

After emerging from the teleporter, Superman and the others walked into Station Command, where Zod was waiting; turning towards him, the General sighed as he saw the newcomers. "Should I even bother asking how this happened?"

Superman shrugged helplessly. "It couldn't be avoided, General."

Grinning with astonishment, Seerow looked around Station Command. "Are…are these control-consoles?" he asked, gazing at the numerous crystalline panels. "I've never seen anything _like_ this! How does this kind of technology work?"

Zod put his hand to his forehead. "I assure you, boy, it is beyond your people's present understanding," he muttered. "Cadet, get these primitive dolts off my bridge and resume work on the ECM; I want Sentrius refitted and ready for transport as soon as possible."

"Now see here!" Admiral Kelron blustered. "I will not be shoved aside like some unruly child! Who are all of you, and how dare you trespass upon this sacred place!"

Dru rolled his eyes. '_Rao, give me strength…_'

"Answer me, blast it! What were you talking about, just then? What do you plan to…" The Admiral's voice trailed off, as his eyes narrowed. "You're _stealing_ it!" Instantly, he drew his firearm.

Seerow paled. "Admiral, _NO!_"

"Mind _back,_ boy! You've caused enough trouble with your ridiculous notions!" Taking aim, Kelron glared at Superman and Zod. "Hear me now, blasphemers; I want each and every one of you _off_ this sacred place, or I will…"

But he was cut off by an ebony blur, as Zod tapped a fraction of his remaining energy, darting towards the Admiral and wrenching the weapon painfully out of his hand, before tapping his palm into Kelron's solar plexus, sending him flying across the room, landing hard on his back. Coughing, the Admiral tried to get up, but Zod was instantly on him, casually resting his foot on his throat. "You do not give the orders here, primitive," he snarled. "If you want to live another moment, I suggest you remember that."

The Admiral coughed. "Who are you that dare to try and steal the Warrior Star from…"

Dru's remaining good humour promptly _evaporated._ "The _question,_ you mewling _primitive_, is who are _you_ that _dare_ to tell us what to do with our own property?" he roared, scaring Kelron silent. "We _built_ this place, you stupid savage! While your ancestors were languishing in the muck, we crossed the stars and built this Battlestation with our own hands! It is _ours_, and we control it! How dare _you_ try and dictate what we can and cannot do with it?"

Both Kelron and Seerow went dead silent at that. "You…your people _built_ this place?" Seerow murmured.

"Correct," Zod snapped, lifting his boot off Kelron's throat. "And now, we have need of it elsewhere."

Kelron was utterly bewildered. "No…that…that is impossible!" he murmured. "It…it _can't_ be!"

"It _is_, dolt," Zod spat. "Whatever significance your people attached to our creation is less than _meaningless,_ and whatever claim you thought you had to it has even less meaning than _that!_"

His eyes narrowed as he finished his remark. "Now _get off my bridge._" Slowly standing up, Admiral Kelron glowered at him for a moment, before he lowered his gaze, and walked towards the teleporter.

Superman frowned. "General…was that really necessary?"

"The fool drew a weapon, Cadet," Zod admonished. "I'll not have any armed fanatics on my station."

Seerow looked grim. "I am truly sorry for the Admiral's…outburst," he said, "but please understand: some thirty years ago, we witnessed the Warrior…witnessed this Battlestation's power, which only seemed to reinforce what many of my people believed, that the object we saw in the sky was some kind of god."

Superman's eyes widened in understanding. "Then you witnessed Sentrius' deployment, 30 years ago?"

Seerow nodded. "In more recent times, some of my people – myself included – have theorized that it was some kind of spacecraft, but the majority still deify it," he confirmed. "This has been one of the many points of contention between us and our neighbours, the Krunian Imperium – it isn't the major difference, but it is a sore point." He sighed. "By taking us here, you have all but told the Admiral that what he believes is wrong, and that his enemy is right…and for a military man, that is _very_ difficult to accept."

"Difficult as it may be, it is nonetheless true," Zod said. "I'm afraid that your people will have to move past their beliefs, for their so-called god is leaving."

Seerow looked stricken to hear that. "B-But you can't!"

Dru's eyes narrowed. "Did I not already _explain_ this to your superior officer?" he snapped. "I dislike repeating myself."

"You don't understand!" Seerow cried. "The Krunians have been experimenting with space-flight for _far_ longer than we have! They're _decades_ ahead of us, and their space-fleet has _dozens_ of vessels – ours has less than six! This station has been the only thing keeping them at bay! If you take it, they'll _slaughter_ us!"

Superman looked up. "Sentrius? Is this true?"

"_Accessing records,_" Sentrius answered, as her holo-self appeared in the air. "_Over the past 30 years, vessels of similar configuration to those outside my perimeter now have attempted to seize me; as they were merely retrofitted Kree and Skrull vessels, I repelled them without effort._"

Feeling a terrible unease grip his thoughts, Superman turned to Seerow. "Tell me, Lieutenant: how exactly did your people and the Krunians develop space-flight?"

Seerow looked confused. "It was only over the past century that we developed it," he answered. "We were able to make fast progress, since there were so many strange wrecks littering our world. Most of these were inoperable, but they yielded a treasure-trove of knowledge! Like the Krunians, we were able to industrialize almost overnight! With the knowledge we gained, we were able to rebuild some of the more intact wrecks into a useable state; the Krunians had even _more_ wrecks, we later learned once we'd made contact with them, so their space-fleet is _huge_ compared to ours!"

Superman's unease grew. "Sentrius: display ship-deployment records of all previous Kree and Skrull assaults!" Instantly, the main view-screen showed a holographic map of the system, before showing clusters of blue and green dots positioned around Nirion III and IV. "Assuming positions remain unchanged, factor in gravity-wells and predict crash-sites of all capital-class vessels."

Like magic, blue and green lines traced from the dots; some strayed off into space, but most fell planet-side. Nirion III – the Krunian homeworld – got the lion's share of the fallen ships, while a fair number fell to Nirion IV. "Highlight any areas where multiple crashes occurred," Superman instructed. Promptly, several areas on both planets were highlighted. "Seerow…are these spots close to any of your capital cities, or any of theirs?"

Seerow's eyes went wide. "_Yes!_ Yes, _exactly!_" he exclaimed. "Each of those spots are the first industrialized settlements; we've both since spread out, but those were the first sites of progress!"

Superman's eyes shut tight. '_And there is the last piece of the puzzle._' "General…_we_ did this," he murmured. "With Sentrius blasting Kree and Skrull ships left and right, all they had to do was pick up the pieces; we practically _handed_ them advanced technology on a silver platter."

"It was that or let the Kree and Skrull Empires right into the Home-System, Cadet," Zod said. "It was the only choice we could have made."

"Perhaps, but it doesn't change the fact that _we_ caused this, General," Superman insisted. "They would still be agrarian, if it hadn't been for us; they wouldn't have _half_ of their problems…"

"_Their_ problems, Cadet," Dru stressed. "Not ours. Our only concern is getting Sentrius back to Earth to stop _another_ invasion." He sighed. "I can see you feel for them, boy, but there is nothing we can do, now; they'll have to work out their own differences. Right now, it has nothing to do with us…"

"_Alert: incoming vessels detected – ETA one hour and closing._"

Sentrius' warning drew everyone's attention to the view-screen, showing a large number of vessels vectoring away from Nirion III. Seerow gasped as he saw their configuration of the holographic images. "That…that's the Krunian Imperial Fleet!"

Dru arched an eyebrow. "And what precisely could they be doing?"

Sentrius answered his question. "_General, I am detecting a real-time transmission coming from the lead vessel; we are receiving video and audio data._"

Superman's dread grew even larger. "Put it through." Instantly, the screen showed the bridge of a ship – the flagship of the Krunian fleet – where an ornately-dressed, canine-like humanoid stood at the command-chair, speaking in his native language. "Sentrius, translate!" Superman urged. Sentries promptly did so…though Superman soon wished she hadn't.

"…_a proud day for the Imperium, my countrymen!_" the Krunian declared. "_Our scouts have all but confirmed it to be true: the hated Warrior Star – the very thing that has halted our conquest of the Rinian Protectorate – is weakening! Our scientists believe that we can at long last seize it, thus shattering the fool Rinians' belief! With its power at our disposal, and with their morale in tatters, we will finally put an end to them! And with this system in our unquestioned control, and armed with the Star's might, we will reign supreme throughout the cosmos! So says your Emperor!_"

With that, the transmission terminated, leaving only the holo-images of the fast-approaching fleet.

As Seerow went deathly pale, Zod's eyes narrowed with utter _fury._ "Sentrius," he ground out, "tactical analysis."

"_All inbound hostiles are comparable in type and armament to the vessels currently in proximity to my station-self,_" Sentrius answered. "_No shields are detected, and hull armor-plating is considerably lower than Kree or Skrull standards, despite retrofitting. Under normal circumstances, they would pose no threat, but with my power-core under refit, combined with the power-drain…_"

Zod whirled around. "Can they breach your shield?"

"_Assuming that the ECM is not brought online before they arrive, it is a distinct possibility; my energy-reserves will be considerably depleted simply priming the ECM._"

Corsair groaned. "Terrific."

Superman looked grave. "Sentrius, do you have enough power to engage any of your electronic countermeasures?"

"_Not without depleting too much power to prime the ECM._"

Dru's expression matched Superman's. "Cadet," he said slowly, "get to the Core Chamber; I want that ECM online _now!_" To Corsair, he added, "Captain, get the Lieutenant and the Admiral back to their ships; in about an hour's time, this will be a battlefield, and their ships are in no condition to fight!"

Corsair nodded. "Understood, General."

Seerow didn't argue. "Good luck." With that, he and the Starjammers headed off to retrieve the Admiral, while Superman hurried to the Core Chamber, to finish installing Sentrius' new power-core.

They didn't have much time.

XXXXXXXX

_Macy's Bar and Grill, New York, Earth_

"We are minutes away from attending a briefing on the defence of our entire _planet…_and _this_ is where you choose to go?"

Logan could practically _feel_ Madelyn's disapproving stare on the back of his neck as he walked up to the bar. "Obviously you never talked to Steve about some of the ass-hat missions we used to pull back in the War."

Madelyn's frown grew as she crossed her arms. "I've read the briefings," she said. "You and the Captain carried out some extremely difficult operations, but that doesn't give you _carte blanche_ to get drunk!"

Logan smirked over his shoulder at her. "Red, do you actually think we did _half_ of that stuff _sober?_" he asked, taking a seat at the bar. "I'm just gonna grab one quick drink, and then we can go."

Madelyn's cherry eyebrows dipped low in annoyance…before she sighed and took a seat next to him. "_One_ drink," she insisted. "Nothing _too_ strong, and then you're leaving."

"Never said otherwise."

By then, Joanie had walked up to him behind the bar. "A bit early for you, isn't it, Logan?" she teased.

Logan grinned, gesturing towards the almost empty-bar. "Doesn't look like you can afford to turn away customers, Jones," he sassed back.

Joanie sighed. "I know; this whole invasion thing is going to put me out of business, if it goes on much longer," she sighed.

"Guess we'll have to do something about that," Logan replied.

Joanie arched an eyebrow. "While drinking?"

Logan shrugged. "Figured I'd have one for the road."

"Of course." Joanie's wry smile turned genuine. "And how's that sweet young man doing? I hope he's gotten over those heartbreak woes…"

"Didn't have to; he and his little lady got back together a couple weeks after I brought him along."

Joanie beamed. "That's _wonderful!_" she exclaimed. "A happy ending, after all!"

"Guess so."

Joanie chuckled as she reached behind the bar. "So what'll it be, Logan? The usual?"

Before Logan could respond, Madelyn piped up. "Quick question: what's considered "usual" for him?" she asked. "Because he and I have…work, in a few minutes, and we can't afford to be sauced!"

Logan sighed. "Scratch that, Jones: I'll just have a light beer."

Joanie's eyes went wide. "Did…did I just see what I _thought_ I saw?" she cried. "Logan, did you actually…_listen_ to this lady?"

Logan scowled. "Har, har, Jones."

Joanie laughed as she met Madelyn's gaze. "Honey, I don't know _how_ you did that, but anyone that can get this old booze-hound down to just a _light_ is welcome here _anytime!_" she exclaimed. "Logan, don't you _dare_ run this one off like any of the others!"

As Joanie headed back behind the bar, Logan sighed. "Thanks."

Madelyn smiled. "Anytime," she replied. "So…should I ask about these "others"?"

"I'd prefer if you didn't," Logan said…before he spotted a glint of metal out of the corner of his eye.

Pure reflex kicked in, as Logan spun in his seat, turning away from Madelyn and drawing his claws, stabbing towards his assailant, stopping millimetres from his throat…only to find that said assailant – garbed in a red-black mask – had had the same idea, drawing an automatic and pointing it right at his eye.

For a few long seconds, Logan just stared at Deadpool, who'd been sitting in the stool next to him, before speaking. "Do we have a problem?"

The Merc With the Mouth just arched a white eye-lens. "I dunno; _do_ we?"

Logan narrowed his eyes. "I just wanted to get a drink."

"Same here."

Logan didn't move. "So we don't have a problem."

"Guess we don't."

"Good."

"Good."

At first, neither of them moved, until Deadpool started to lower his weapon, just as Logan retracted his claws, but neither one broke gaze. "So," Deadpool said, "I hear you guys are gonna try and stop this whole invasion crap."

Logan nodded. "That's the plan."

Deadpool snorted. "Yeah, and _I'm_ crazy!"

"You got a better idea?"

Deadpool shrugged. "I dunno; guess I'm just waitin' to see what the author does."

Logan blinked. "The what?"

"You know! The author!" Deadpool exclaimed. "The punk kid sittin' at his laptop thinkin' this shit up!" He chuckled. "Gotta say, I never thought he'd come up with somethin' _this_ fucked-up; I mean, practically _givin'_ something like that to this guy Zood…"

Logan arched an eyebrow. "Uh-huh."

Deadpool snorted. "Fine! Don't say I didn't warn ya!" he said, before finishing his drink and leaving a tip. "So long, suckers!"

As Deadpool left, Madelyn could only stare. "He thinks…we're characters…in a _story?_"

By then, Joanie had arrived with Logan's beer. Taking it, Logan popped the can open, and took a swig. "Sounds like it."

Groaning, Madelyn turned around, putting her hand to her forehead. "Now _I_ need a drink."

Logan grinned. "Smart woman."

XXXXXXXX

_Sentrius Battlestation_

"_Alert: inbound hostiles are 5 minutes from weapons-range. Citizen Kal-El, I do not mean to trouble you, but it would be prudent to activate the ECM now._"

Inside the Core Chamber, Superman had just finished poring over the final calculations for the ECM's priming-sequence, while Brainiac 5 directed the others where to properly place the containment field-emitters. '_Damn, we're going to come up a few minutes short,_' he thought. "Mark, can we shave any time off the priming sequence?"

Brainiac 5 grimaced. "Negative, Kal; we are down to the bare minimum requirements as we are; anything less could cause an overload cascade."

Phantom looked stricken. "But we need more time!"

Lobo scowled. "I _knew_ this was gonna end up a fraggin' dust-up; that's what the Main Man gets fer bein' generous." He started to walk away. "Good luck with _this_ one, fanboy."

Rogue glared at him. "Yer just gonna bail? When we're so _close?_"

"Close just counts with horseshoes an' plasma-grenades, sweet thing."

Superman's eyes scrunched shut with anguish. "We just need a _little_ more time!" he cried. "If we could only slow them down for a few minutes…" As he said that, he happened to glance skyward…and it hit him. "Sentrius, how much power does the Solar Refraction Engine generate?"

"_At optimum solar alignment, the Engine is capable of producing regular infusion-bursts of 15 iumetons each._"

Gazing at the Engine, Superman started to smile. "Are we at optimum alignment?"

"_My Station-self will be in optimum position for the next ten minutes; at most, the Engine can produce approximately a dozen such bursts._"

Superman laughed. "All we need is three!" he exclaimed. "Sentrius, reinitialize the Engine, and feed it directly to the ECM Core; key infusion-bursts to the priming sequence!"

Gambit arched an eyebrow. "You got a plan, _homme?_"

Superman grinned. "I can't believe I didn't think of it before!" he laughed. "We're gonna use Sentrius' old engine to jump-start the _new_ one!"

Polaris blinked. "How will that make it start up faster?"

"It won't!" Superman answered. "But it will free up enough power for us to hold these guys back long enough to get it working!" Minimizing his calculations on the holo-interface, Superman scrolled through a list of Sentrius' mind-boggling attack-options, along with their required power-output…and grinned as he found the best one. "Core Chamber calling Station Command!"

Zod's voice answered him. "_These primitives are becoming quite large in my view-screen, Cadet; I trust you have the ECM working?_"

Superman laughed. "No, but we've done the next best thing!" he answered. "We can use the Solar Engine to power the priming sequence, which will free up enough power to…well, see for yourself!"

There was a pause as the General checked the data-feed, and then laughed. "_Cadet, that's GENIUS! Jor himself couldn't have done better!_" he crowed. "_I'm powering the ZSU as we speak; I suggest you switch on your video-feed! You won't want to miss this!_"

As Zod switched off the comm-link, Shadowcat looked confused. "Okay, what's a ZSU?"

"Zone Storage-Unit," Superman answered. "Initially, the Phantom Zone was meant as a means of storage, remember?"

Avalanche scratched the back of his head. "So what've you guys got stashed in there?"

Tapping a glyph on the holo-interface, Superman brought up a video-feed, showing an image just outside Sentrius, focused directly behind one of the station's pointed facets. "Just a few things that wouldn't fit in Sentrius' vehicle-bay."

Beast paled. "I shudder to think of what could be so large that not even Sentrius could house it…"

"Sentrius can support _one_ in dry-dock," Superman answered, "but we have _six_ of these bad boys, so we figured using ZSUs would be more practical."

At that, the pointed crystalline facet began to shift, opening and expanding at the tip…before generating a massive black-violet pulse directly ahead of the station, almost dwarfing Sentrius itself. Slowly, the singularity started to collapse in on itself…leaving something in its place.

Shadowcat's mouth dropped open. "O-Oh my _God…_"

Havok's eyes bugged out of his head. "Holy mother of…"

Looping her arm around Mark's, Phantom leaned against him to support herself. "W-What is that?"

Hovering in space outside the station was an immense, white-and-black crystal-hulled warship, almost as large as Sentrius itself, shaped like a flat diamond, with the bow separated into two points at the tip-facet, spreading out along the port and starboard sides to the midships, before curving back in, and then retracting inwards at the stern, where four massive engine pods rested along a tail-like spike, glowing with energy, only adding to the ethereal shine of the white crystal against the ebony ribbons streaked through it.

Gazing at the magnificent colossus of a vessel, Superman smiled proudly. "Everyone, say hello to the _Wrath of Krypton,_ the flagship of the Kryptonian Defence Fleet!" he declared. "The _Wrath_ is one of six prototypes assigned to Sentrius: she's the first _Resounding Glory_-Class Superdreadnought ever constructed! Like Sentrius, the _Wrath _and her sisters can be completely automated by using their on-board AIs. Her sensor- and comm-systems are state-of-the-art; she can detect a hiccup on an asteroid five light-years away, and call and tell someone about it _ten_ light-years away! Her engines can push her along at a pace even the _Swift-Justice_-Class could be proud of, and with her shields and hull plating, she can charge right through a comet-storm, no problem! Even her step-through drive has been re-worked; she and her sisters are capable of what we call "multi-jumps" – a pre-programmed series of step-through jumps within the same star-system, enabling it to out-flank enemy fleets almost single-handedly! As for her weapons…well, the only thing that can hit harder is Sentrius itself!"

Polaris' bug-eyed expression matched Havok's. "And…and you've got five _more_ of these things?"

"In a word…_yep._"

Lobo whistled. "Guess if anything's worth doin', it's worth _overdoin'._"

Zod's dry chuckle came through the holo-feed. "_For once, bounty-hunter, I agree with you,_" he said. "_Splendid idea, Cadet; the Wrath should be more than enough to frighten these primitives into submission, and if they still have the audacity to attack, well…_"

Superman frowned. "General, we need to defend Sentrius, not slaughter these attackers," he said. "What's more, even if we stop them long enough to refit Sentrius and get her to Earth, this doesn't solve the problem we created: if it wasn't for us, these two peoples wouldn't be fighting. We need a diplomatic solution."

"_Cadet, we do not have time for this…_"

"The way I see it, General, we have about a day left; that gives us time to try _something._"

Zod sighed. "_Dear Rao, I swear, only Jor's son could give me such a headache…very well, boy; we have several minutes until these dolts reach their firing-range. Whatever your misguided altruism has concocted, I suggest you deploy it by then. Command out._"

As the video-feed shut off, Superman turned to the idle ECM, as the Solar Refraction Engine hovered over its core. "Raise containment field!" he ordered. "Commence Stage-One test-firing!"

Instantly, the field-emitters whirred to life, encircling the ECM with a scale-like shield as the Solar Engine pulsed a beam of pure white luminosity into the core, sending it spinning as the innermost ring began to spin around it. Brainiac 5 checked his data-readout. "Power-output is holding at 50 percent of maximum expected output; calibrating for Stage Two."

"Acknowledged," Superman agreed, before turning away. "Lobo, are you any good at snagging bounties on warships?"

Lobo laughed. "You kiddin', fanboy? I do that just to get my jollies when I'm bored!"

"How about dodging incoming fire?"

Lobo arched an eyebrow. "Comes with the territory," he grumbled. "Why?"

"Just get your bike ready to go, Lobo," Superman answered. "I'll explain on the way…"

XXXXXXXX

_A few minutes earlier_

After the _Starjammer_ had dropped them off at the less-damaged ship of their task-force, Seerow and the Admiral hurried to the bridge, where they saw the Warrior Star – no, the Battlestation, Seerow quickly amended – looming large in front of them…and the massed Krunian Imperial Fleet growing ever larger in the distance. "Status report!" the Admiral snapped. "What's the status of that fleet?"

"Armed to the teeth, sir!" the Sensors officer replied. "I am detecting sensor-sweeps; they're arming weapons!"

Kelron scowled. "And the Warrior Star?"

"Its power-output has dropped considerably, sir; based on the readings I'm getting from its defensive barrier, they just might be able to break through and board!"

The Admiral's scowl grew. "It would seem, Lieutenant," he said, turning to Seerow, "that we have allowed the Warrior Star to fall into the hands of _incompetents._"

Seerow flinched. "Admiral, there was no other choice; clearly, these people have far better knowledge of the Sentrius Battlestation than we do…"

"Be silent, boy! It is your _god_ you are speaking of!" Kelron spat. "One which you have _betrayed_ into the hands of invaders! Rest assured, boy, if I have my way, a dishonourable discharge will be the _best_ you can hope for…"

"Sir, the Warrior Star is powering up! Something is happening!"

The Admiral's eyes went wide. "What?" he exclaimed, turning around in time to see a massive purple-black void appear in front of the station, swelling up to almost swallow the Krunian fleet, before shrinking in on itself…and leaving a titanic, crystal colossus of a vessel in its wake, taking up over half the combined size of the entire Krunian fleet. "What…what in Star's name is _that?_"

"Sir, we have a radio-contact! It's on all frequencies!"

Instantly, the Comms officer put the signal through. "_…to hostile fleet, I say again: stand down your attack immediately. This is High General Dru-Zod of the Kryptonian Defence Force, in command of the Sentrius Battlestation, representing the people of Krypton, the builders and owners of this station. It is my understanding that you intend to assault and seize our people's property for your own benefit…which I cannot allow under any circumstances._" The General's voice let out a dry chuckle. "_But I like to think I'm a fairly reasonable man, so since we have far more pressing matters than dealing with a pack of primitive dogs like you, I will make this offer but once: if your Emperor – whom I assume is travelling with you – personally hails this station, surrenders unconditionally, and apologizes for wasting our time, I shall not obliterate your entire fleet._"

His voice hardened. "_Ignore my generosity, however, and you will face the full wrath of our technology, which has decimated foes far more advanced than you,_" he snarled. "_If you have any sense, you will accept my offer; otherwise, I suggest you pray to your gods for mercy, for you shall receive none from Zod. I await your response. Sentrius out._"

As the transmission ended, Seerow let out the breath he'd been holding, though the chill gripping his spine didn't let up. "Any response?"

The Comms officer checked the inbound signals. "Nothing on the Krunians' end, Lieutenant."

The Sensors officer had a different answer. "Sir, the Krunians are launching advance fighters! They're opening up their offensive turrets and have launched missiles, thirty seconds to impact!"

The Admiral grimaced. "Full reverse! Get us out of the blast-radius..!"

"Wait, sir! That ship…it's doing something!"

Looking out the view-screen at the crystalline colossus, Seerow could see the faint outline of a shield-bubble around it, flaring into view as the Krunians' laser-fire impacted it, shrugging off the shots with effortless ease. By then, the first missile-salvo was seconds away from impacting the marvellous ship when the vessel merely let loose an expanding wave of crackling blue-white electricity, surging through the missiles…all of which promptly went dead, floating aimlessly in space.

The Sensors officer confirmed it. "Sir, the…the missiles are _dead!_ That blast-wave just knocked them out! I'm not even getting any radiation!" he whooped. "Advance fighters are closing! The ship is powering weapons!"

Sure enough, as the swarms of Krunian fighter-squadrons screamed towards the warship, dozens upon dozens of point-defence turrets popped up from its hull, opening fire, blanketing the vessel in a progressively thicker cocoons of laser-fire; the first fighter-wave was unceremoniously torn to shreds in a matter of seconds. The second wave started to turn, but their braking just made them easier targets, as they fell just as quickly to the deadly-accurate mass-firing turrets. By the time the third wave had gotten turned around, half of them had been shot down. As the remaining fighters fled, the miraculous ship powered its _offensive_ weapons, firing a massive white energy-beam from its bow, piercing through the lead Krunian capital ship, bursting it like an overripe fruit to travel through two more cruisers, ripping them apart in huge explosions. To prove it was no fluke, the ship fired another beam, tearing through _four_ cruisers with effortless ease.

At that sight, a cheer went up throughout the bridge. "Look at that thing _go!_" one crewman whooped.

"It's ripping those imperial bastards apart like a knife through a steak!"

The Admiral blustered, with annoyance – most likely at having been proved wrong. "As you were, all of you!"

That was enough to return everyone to the present moment. "The Krunian force is in full retreat!" the Sensors officer reported. "They're breaking off…" But he got no further, as the crystal ship simply winked out of existence…and reappeared in the escape-vector of the fleet, pummeling their left flank with a barrage of smaller energy-bursts, crippling the engines of a half-dozen ships, causing them to block their escape. The remaining ships turned in the opposite direction, with the flagship protected behind the re-forming right flank, trying to escape, but the ship jumped again, reappearing behind them, firing a three-pronged electrostatic burst into the right flank; the burst erupted in an electrostatic flare, causing the entire right flank to go dead in the water, leaving the flagship unprotected as the colossal warship jumped again, reappearing right in its path, with the husks of disabled ships blocking it on all sides.

The Sensors officer laughed. "The Krunian flagship is trapped!" he cheered. "The Emperor has nowhere to go!"

Glancing through the view-screen, Seerow saw the flagship frantically opening fire, its shots spanging harmlessly against the monster's shields…while the crystal titan did nothing. "Why isn't it firing?" he asked. "They've got him right in their sights!"

The Sensors officer checked again. "Sir, I'm detecting another launch! One smaller vessel has departed the Star, and is heading straight for the flagship!"

Seerow blinked. "Analysis?" he asked. The readout came seconds later, showing a one-man vessel, resembling some kind of bike…

…with a pale-skinned, dark-haired humanoid male sitting on it, his head open to the vacuum, as he rode through the incoming fire, before crashing right into the flagship's airlock.

For a moment, Seerow could only blink, before shaking his head; something told him he _really_ didn't want to know…

XXXXXXXX

_Krunian flagship_

"Excellency, I beg you to reconsider! We cannot stand up against this…this _monster!_"

As his Executive Officer continued to plead, the Krunian Emperor just ignored him, focusing his baleful stare at the crystal abomination in his path. "We are so close…so _close!_" he roared. "We will not yield, not when victory is at hand! _Continue firing!_"

The XO could only grimace, while the Weapons-Control officer kept pumping shots into the monstrosity's shields…which weren't even yielding an _inch._ "Excellency, our weapons are ineffective! We aren't hurting it, at all!"

The Emperor felt his blood boil. "Aim at the station, then! Its shields are weaker! If we breach, we can still claim victory!" He would not yield now…especially not when that "General Zod" had so defied him, had _mocked_ him outright…

"We _can't_, sire! Every shot we've fired can't get past that thing's point-defence!" the XO cried. "We can't escape, because that thing has boxed us in with our own ships! We're completely outflanked! Our only course is to…"

He was cut off, as something shook the flagship. "Excellency, we've been boarded!" the Sensors officer cried. "We have one hostile, headed towards the bridge!"

"Then _stop him!_" the Emperor howled. "Victory is at hand! _Now defend your Emperor!_"

None of the crew had any chance to respond, as gunshots echoed outside the bridge, followed by cries of anguish…before a steel-toed boot kicked the door in, as a black-leather-clad, pallored humanoid stomped through, brandishing a massive rifle, cursing in a language the Emperor couldn't understand. "_Hidey-ho, fanboys! Uncle Lobo's here, and he's brought presents! Any of you fanboys been good?_"

The crew just stared, as some fumbled for their weapons.

The boarder scowled, as he spoke again. "_No? Too bad!_" With that, he squeezed off several shots, blowing the would-be heroes into dust, before tossing a standard orange space-suit at the Emperor's feet. "_Suit up, feeb; you're takin' a walk._"

The Emperor bristled. "Y-You _dare_ threaten me?"

The creature's red eyes narrowed. "_Fine! I'll do it myself!_" With that, he stormed forward, grabbed the Emperor by the collar, and _slammed_ him into the floor, face-first, knocking him into utter unconsciousness.

XXXXXXXX

_Sentrius Battlestation_

"Initiate Stage-Three test-firing! Prepare to activate secondary containment-field!"

At Superman's order, the Solar Engine fired another series of power-bursts into the spinning core as the third and largest Amplifier ring began to swirl around it, shrouding the entire ECM in luminous white haze. Checking his data-readout, Brianiac 5 gulped. "Core output is at 200 percent of expected yield, Superman; I am rerouting power to primary containment and moderator systems."

"Acknowledged. Be sure to keep an eye out for any exotic-matter reactions; if they're going to show up, it'll be fairly soon," Superman answered, holding his breath as he gazed into the swirling haze.

The next few minutes were excruciatingly long.

Finally, after checking his scanners again, Brainiac 5 let out a relieved sigh. "Entropy reaction is self-sustaining; no exotic particles detected."

Superman let out the breath he'd held, before moving to the seven depleted EPMs from Farstrider Base Two, quickly inserting them into empty slots. "Activate the secondary containment-field and begin feeding power to the station; start with 20 percent of maximum." At once, a secondary field appeared behind the first, confining and funnelling the ECM's energy towards the containment apparatus, where it was dispersed to all the EPMs, which instantly began to glow a luminous white, even the depleted EPMs Superman had just installed. Grinning, Superman brought up the station's holo-interface, hailing Zod. "Core Chamber calling Station Command: the ECM is active!"

Zod laughed. "_Well done, Cadet!_" he answered. "_I suggest you all report to Station Command. You won't want to miss this!_"

As the comm-link terminated, Shadowcat blinked. "Okay…why do I find it creepy that he's so excited?"

Avalanche gulped. "Probably the same reason we _all_ do, Kit."

Squinting from the ECM's light, Beast adjusted his glasses. "Now, I'm sure it's nothing to be _too_ worried about…"

Phantom snorted. "Of course; it's not like the guy who's been torturing us in the Danger Room for weeks has just gotten his hands on a doomsday weapon…"

"_Guys,_" Superman admonished. "General Zod _is_ the highest ranking military officer in the Kryptonian Defence Force; he knows what he's doing." With that, he gestured to the exit. "We'd better get moving." With that, they all headed out of the Core Chamber.

By the time they reached Station Command, the effects of activating the ECM had spread throughout the entire station, brightening the previously-dark corridors and sending every console whirring to life. As they emerged from the teleporter, Zod glanced over his shoulder, smiling triumphantly. "You're just in time!" he said. "As you can see, the situation is under control."

Glancing through the impressive view-screen, Superman felt his insides clench at the mayhem that the _Wrath_ had unleashed. "General…isn't that going a bit overboard?" he asked. "You could've just disabled them with the Disruptor…"

"This isn't just a battle of ships, godchild; the only way to achieve a decisive victory is to completely _obliterate_ the enemy's will to fight. Trust me, I know." He glanced upwards. "Sentrius, what is the status of the primary weapon?"

Sentrius' holo-self appeared above them. "_Primary weapon is standing by; plasma- and antiplasma-reserves are being generated as we speak._"

"Very good." Zod moved to a nearby console. "I am feeding coordinates to you now; prepare to fire on my mark."

"_What?_" Superman cried. "General, you _can't!_ Using the _Wrath_ was one thing, b-but this is slaughter!"

Annoyed, Zod just stared at him. "I am no murderer, Cadet; I have no intention of firing at these fools. I merely plan to scare them into surrendering."

Havok arched an eyebrow. "Okay, you guys are talking about…what?"

"Sentrius' primary weapon, which is arguably the most powerful one in its arsenal," Superman whispered. "It's proper name is a Plasma/Antiplasma-Projection Cannon…but after testing it, we gave it a new name."

Polaris gulped. "And that was?"

"The _StarSmasher._" Superman's tone was grave. "The weapon consists of a highly advanced particle accelerator linked to an internal shield-generator; the accelerator fires off hundreds of millions of particle-collisions per second, which generates both matter and antimatter. Normally, antimatter would be annihilated immediately, but the Cannon electrostatically attracts the antimatter and contains it safely within a containment shield. Prior to firing, the collected matter and antimatter is energized to plasma, before it is condensed into one shield-bubble, and fired; upon impact, the containment field fails, and the antimatter mixes with matter." He took a deep breath. "To make a long story short…the _StarSmasher_ fires miniature Big Bangs."

Avalanche's eyes went wide. "Holy Mother of…_B-Big Bangs?_"

"Why do you think Sentrius could so easily repel fleets of a million-strong each in under three minutes?" Dru asked. "One _StarSmasher_ blast was enough to vaporize half of their attack-force, and Sentrius' conventional weapons could easily mop up the rest! The Kree and Skrull commanders were likely trying to give the retreat orders after _one_ minute!" His smile grew into a smirk. "Speaking of which…"

Just then, the teleporter deposited Lobo into Station Command, dragging the spacesuit-clad Krunian Emperor. "Hey, Zood!" he shouted, tossing the Emperor at Zod's feet. "Consider this the last time I do pro-bono work; there'd _better_ be a sweet payoff after this…"

Frowning at the veiled insult, Zod otherwise ignored the bounty-hunter. "Sentrius: initiate translation."

As the Emperor came to, he started to babble angrily, before the translation came over the air-waves. "Who are you? How _DARE_ you kidnap the ruler of the Krunian Imperium! Release me at once, or feel our wrath!"

Zod chuckled dryly. "Your threats are less than meaningless, Krunian; I have seen what passes for your "wrath," and I find it laughable," he retorted. "Now, I believe you were about to surrender?"

The Emperor bristled with fury. "The Imperium will _never_ yield to the likes of you..!"

"As I thought," Dru sighed. "Sentrius: arm the _StarSmasher_, and target the coordinates specified. Fire when ready."

"_Acknowledged._"

The view-screen brought up the image far clearer than anyone would have liked: the top spire of Sentrius began to glow a bright blue, while the two spikes next to it started to glow as well – green on the left, and red on the right. Seconds later, the red and green energy was funnelled into smaller blue spheres, which were funnelled into the larger sphere atop the central spire. Then, the large sphere shot off, racing out into open space, far beyond the reaches of the Nirion System, until it was no more than a dot on the horizon…

…and then it burst.

The explosion lit up all of space for light-years around, turning the blackness to white as the matter/antimatter reaction let loose an unfathomable amount of energy, rippling the very fabric of reality in its wake. After a few long seconds, the rumbling died away, as the terrible light faded, leaving blackness behind.

Zod managed to maintain his footing, even as the others were knocked around by the shockwave, Superman included. Once the blast had subsided, the General turned to the bewildered Emperor. "Let us dispense with the artificial bravado and political posturing, "Emperor,"" he sneered. "You will either surrender immediately…"

He then pointed out to space. "…or will I do _that_ to your entire _planet._"

Superman's eyes went wide, as his brain struggled to process what his godfather had just said.

Lobo just grinned. "_Frag_, this guy sounds like _my_ kinda people!"

The Emperor's eyes were wider. "What…what are your terms?"

"Unconditional." Zod's eyes were hard. "Our specific terms will be discussed later, but I will have your answer _now._"

The Emperor flinched at that…before he nodded. "I must contact my people…"

"You may do so from the brig; I will prepare a comm-channel for you," Zod said. "Sentrius: teleport him to the brig."

As the teleporter wave took the Emperor away, Superman could only stare at Zod. "General…were…were you actually going to..?"

Dru just chuckled. "Standard operating procedure, Cadet; always make sure the enemy thinks you capable of anything." His expression turned firm. "Now that _that's_ taken care of, we need to get this station battle-ready; we have less than a day left."

Shadowcat managed to find her voice. "S-So what do we do now?"

"Now the rest of you will take the _Argo_ back to Earth with Corsair and the Czarnian; they should be expecting you, by now," Zod answered. "My godson and I will remain here to continue the refit; once Sentrius is ready, we will join you."

By then, Superman had recovered his senses. "I'll 'port those seven EPMs to the _Argo_; they should be charged up, by now," he said. "I'll also program the _Argo's_ autopilot; she'll take you right home."

Beast nodded. "Good luck."

"You, too."

Lobo rolled his eyes. "Yeah, yeah, whatever!" he snapped. "Can we get going, already? The sooner we get there, the sooner I get to tear 'Rone a new one!"

Dru sighed. "By all means, _go._" With that, the others headed back to the teleporter, and 'ported out of Station Command. Turning towards the nearest console, Superman was about to program the Speeder's autopilot, but Zod's voice stopped him. "You know, Cadet, in my entire career, there's been only _one_ person who had the audacity to question my orders on more than one occasion."

Superman kept calm. "Do I want to know what happened to him?"

Zod chuckled. "You already do; he became a Councilman," he answered. "Of course, by then, your father had already been a lieutenant of mine for quite some time. He'd _earned_ my respect." He sighed. "While your assessments may have been correct, I cannot simply let a civilian question me, so I must take appropriate measures."

Superman frowned. "I understand, sir."

"Of course." Zod turned to Sentrius' hologram. "Sentrius: initiate Protocol 10963."

Superman's eyes went wide. "10963? But…but that's…"

Dru grinned. "The Field-Commissioning Protocol. I know."

"_Commissioning Protocol initiated, General. As Acting Fleet Admiral, I recognize command-authority and will act as witness._" As she spoke, a small panel rose out of the nearest console, carrying a lone crystal stud.

Walking over to the panel, Dru took the stud, before walking back and pinning it to Superman's uniform-collar. "Citizen Kal-El, by the authority vested in me as High General, and in the spirit of Krypton, her people, and the Kryptonian Defence Force, I hereby award you a Field Commission as Station-Commander."

And as the stud adhered magnetically to his uniform, it shifted, morphing into a four-pronged star – the proper designation for Commander-rank. Superman was bug-eyed. "General…I…I don't know what to say…"

Dru smiled, placing a fatherly hand on his godson's shoulder. "You need not say anything, Kal; other than your father, I can think of _no-one_ I'd rather have watching my back for this campaign," he replied, before chuckling. "Just don't expect me to stop calling you Cadet."

Superman laughed. "I wouldn't dream of it, sir."

"Good." Zod looked back to the hologram. "Sentrius: prepare two Command-Modules; assign Command Priority to mine, and Secondary Priority to Commader El's."

"_Acknowledged._" Instantly, a teleporter wave shone over the both of them, leaving crystalline armbands on their right arms, each bearing a single, cylindrical crystal, with Zod's glowing a deep blue, and Superman's shining bright red.

They were Command-Modules; with those, they could remotely command Sentrius and all of her functions and systems.

Checking over his Module, Dru looked back to his godson with a smile, before clenching his left fist and bringing it across his chest: the Kryptonian military salute. Smiling back, Superman returned the salute. "Well, Commander El," Dru said, "now that the formalities are taken care of, we'd best get to work."

Superman nodded. "Yes, _sir!_" With that, they both darted to the nearby consoles, to begin prepping for the refit.

They didn't have much time.

XXXXXXXX

_North Pole, Earth_

"Alison? Are you ready?"

After departing Latveria, Power Girl had headed straight back to the Fortress, walking inside and sagging against the wall, to sit and catch her breath for likely the first time since the entire crisis began; she honestly hadn't known how long she'd been there when she heard Kara's call. Looking up, Power Girl saw Supergirl, Kurox, and Krypto waiting for her at the entrance to the Main Hall. "Huh?"

Supergirl smiled wearily. "Everyone's here," she repeated. "Are you ready for the briefing?"

Power Girl sighed as she stood up. "Honestly? No."

Kara chuckled. "Me neither."

Ever honest, Kurox spoke up. "_Mistress Ka-Lir, our allies are expecting to be briefed on General Zod's battle-plan. It is imperative that we address them._"

Alison groaned. "I know, Kurox, I know; I'm coming." As she walked towards them, Krypto let out a soft whine, nuzzling his head against her shin. Smiling, Alison gave his head a comforting scratch, before she and the others walked out of the Fortress, into the biting polar air.

The second they were outside, Alison suppressed a mild gasp – practically _everyone_ they knew was here, gathered outside the Fortress' doors. The League, the X-Men, and X-Force were at the front, along with Mystique, Wolverine, Madelyn, Storm, and the Professor.

To their immediate left were the Avengers, along with Nick Fury, who was chewing on a cigar, his hands in the pockets of his jacket, to keep out the cold.

To the X-Men's right were the Fantastic Four, with Reed still fussing over his wife's "condition", while Sue was getting annoyed at the snickers of Ben and her brother.

Standing directly next to Storm was the Black Panther, who couldn't help but be mildly awed at the sight of the Fortress. Several feet behind them were Black Bolt and Medusa, bearing similar expressions at the crystalline stronghold. To their left was King Solovar and his two war-ministers, both of which were dumbfounded at the marvel before them.

Behind the Avengers, Namor, his ward Garth, and General Ro'Karon were standing, with Namor keeping an eye on Namorita, who was standing next to Leviathan, her arm looped around his. To Namor's left were Doctor Strange and Clea, both of whom were looking understandably grave…likely from the fact that Magneto, Quicksilver, Sabretooth, and Pyro were standing just a few feet away, or that Emma Frost and the Hellions were just a few _more_ feet from them.

Alison was still trying to wrap her head around _that_ double-whammy.

To the immediate left of Wonder Woman was her sister, Donna, as well as Queen Hippolyta, both of whom were noticeably awed by the sight of the Fortress.

Standing next to Professor Xavier was Empress Lilandra, flanked by Gladiator and a handful of the Imperial Guard. Several feet behind them, Power Girl spotted Councillor Wazzo and Admiral Var, surrounded by a handful of Confederate, Shi'ar, and Thanagarian officers – likely from the ships they'd brought – with Hal Jordan and the hundred-odd Green Lantern Corpsmen he'd brought.

All-in-all, it was quite an impressive force they'd assembled…and right now, they had to address it.

Taking a deep breath, Power Girl folded her arms around herself. '_Oh God, do I EVER wish Clarkie were here,_' she thought miserably, before reigning in her anxiety. "Thank you all for coming," she spoke out into the crowd. "If you'll all simply follow us, we can begin the briefing immediately." With that, she, Kara, Kurox, and Krypto headed back inside, allowing their assembled allies to follow them.

It took several minutes for everyone to filter into the Fortress' Main Hall. Once everyone was inside, Power Girl walked to the nearest crystalline console. "Fortress: run program Zod-One."

Instantly, the Main Hall's internal lights dimmed, painting the Fortress dark as its holo-emitters activated, projecting a holographic image of General Zod in front of the assembled crowd. "_Greetings,_" the holo-Zod said. "_For those of you who do not know me, I am High General Dru-Zod, Supreme Commander of the Kryptonian Defence Force. By now, I assume you are all aware of what is happening, and what is at stake here, so I will not waste time._"

At that, a large holographic depiction of the solar system appeared above their heads, showing every planet in detail, along with the World-Gate, which was floating next to a fairly large highlighted area. "_Based on our knowledge of Kree and Skrull step-through technology, both invasion-fleets will drop out of step-through in or around this area; their step-through drives are fairly antiquated, and tend to get thrown off by the World-Gate's spatial pulse,_" the hologram said, as countless blue and green dots appeared in the highlighted space. "_Once they arrive, the larger ships will attempt to recalibrate their larger capital ships for another jump to put them in Earth-orbit for standard orbital bombardment, while their smaller step-through-capable vessels jump ahead of them, to attempt to land ground-troops._"

The holo-Zod's expression hardened. "_Up until this point, both Kree and Skrull tactics are pointedly similar,_" it remarked. "_Here, however, the similarity stops._" The image above showed a collection of smaller green dots approaching Earth. "_At first glance, a Skrull landing-party appears simple, but do not be fooled; their entire way of life revolves around deception and misdirection, and nowhere is this more evident than in their combat tactics. Skrulls are fond of rigging their landing-ships to fly on autopilot into enemy fire, and disguising their drop-pods as debris._" The image showed the green dots vanishing one-by-one, to reappear as they fell towards Earth. "_If they utilize this ploy, do not lose sight of any debris that falls to our anti-air defence, and make sure that any landing debris is properly scouted and surrounded, to ensure no Skrull landing-party goes unnoticed._"

The image shifted, showing two more waves of green dots. "_Another Skrull ploy of choice is to outfit robotic drones with specialized sensor-beacons, making them appear to be in several places at once. If this occurs, do not fire until you have visual confirmation; this technology may fool your long-range sensors, but it cannot fool the naked eye._" The holo-Zod grimaced. "_In the likely event that a landing-party gets through, they will use their shape-shifting abilities to assume the guise of human civilians, and make contact with any infiltrators already on-site. With regards to everyone here, the Fortress would have detected any Skrull DNA, but it is highly advisable that you scan any additional friendly-forces for any such infiltrators. At this point, you must assume any and all civilian movements to be Skrull infiltrators until you can clear them. This can be done with a simple thermal-scan, or by inflicting pain or drawing blood. Be warned: once exposed, Skrull shock-troopers will assume any manner of unearthly horror, so prepare yourself accordingly._"

Now the image showed a collection of blue dots heading for Earth. "_Kree tactics, in comparison, are much simpler, but by no means less dangerous. Whereas Skrulls may send several deceptive waves, the Kree will deploy their advance forces in one endless barrage, in order to simply overwhelm the defenders. While Skrulls will use stealth to seize key objectives, Kree forces will execute a scorched-earth campaign; potentially, this makes them even more dangerous than the Skrulls, so if any of you must choose targets, hit the Kree ships first. Furthermore, since the Shi'ar Empire is allied with the Kree, it is most likely that their tactics will follow the Kree, so you may treat any hostile Shi'ar vessel as a Kree hostile._"

The holo-Zod chuckled dryly. "_Some of you may have made the mistake of thinking that the Kree and the Skrulls will take care of each other once they arrive,_" he said. "_Normally, this might be a safe assumption, but there are two things capable of making them overcome their mutual hatred – their hatred of us, and their desire to seize our technology. Once they arrive, they each will realize why the other is there, and head for Earth all the faster, largely ignoring each other unless the Fortress is right in front of them._"

The image of their system now highlighted a large area of space between Earth and the invasion-force's arrival-site. "_We will deploy our first line of defene here,_" the hologram said. "_This will consist of any available Confederate and friendly Shi'ar vessels, as well as all available Green Lanterns, and the Argo, which should be arriving here fairly soon. The objective of this first line is to keep the invading capital-class ships occupied, thus slowing their attempts to jump, as well as disabling as many fighters and mid-range ships as possible, though it will likely not be possible to stop them all._"

The image then highlighted a second area, much closer to Earth. "_This area represents our second line: the collective kill-zones for the anti-orbital defences of the Fortress, Attilan, and Gorilla City – the latter of which should be operational by now, assuming Attilan and her people have rendered their assistance,_" Zod said. "_This should take out the majority of the mid-range ships that get through the first line, but we expect some will still get through. It is highly likely that Attilan and Gorilla City will be prime targets for these advance forces in addition to the Fortress itself._"

Now several spots on Earth were highlighted – many of Earth's major cities, as well as the Fortress itself. "_Our final line of defence will be against their landing-forces,_" the hologram finished. "_Any allied personnel not actively involved in any previous phase of the campaign will be involved here. The plan for this line is to make use of all available aircraft – Javelin, Blackbird, Quinjet, or otherwise – as well as all available mass-teleportation specialists – Thor, Doctor Strange, and Leap – to mobilize 5-man meta-human teams into hot-zones as needed. Any friendly military will assist these teams as is necessary. To coordinate this phase, all active teams will synch their communicators to the Watchtower's frequency. In addition to mobilization, these teleporters will be required to evacuate any wounded combatants and civilians to the nearest relief drop-zones. Doctor Strange, as you are a former physician, you may be required to act as a field-medic, as well as assist in triage where possible._" At that, Doctor Strange could only nod.

Now the image shifted to the North Pole. "_Of special note in this phase will be the defence of the Fortress,_" the hologram said, as dozens of dark-blue dots appeared around it. "_As it is the most advanced mobilized force this planet has, King Namor, his allies, and the Atlantean Fleet will take up defensive position around the Fortress to assist Power Girl, Krypto, and Kurox in repelling any landing-forces that attack it._"

The hologram sighed. "_It is my fervent hope that this plan need never be used – that Kal-El and I return with Sentrius before the invaders arrive,_" he said. "_However, in the event that we should be delayed, I believe that, with this stratagem, you should be able to hold them back long enough for us to get there._" He smiled gently. "_May Rao's red light shine your way. That is all._"

And with that, the hologram shut off.

As the lights came back on, Power Girl took a deep breath. "Okay, we all heard the plan!" she declared. "We've got less than a day to get everything ready! I suggest we all get moving!"

No-one moved to argue that point; slowly, the entire crowd started to move out, heading back to their respective transports, with only the X-Men, X-Force, and the League remaining behind. "Quite the turnout," Cyclops commented.

"Yeah," Power Girl agreed. "Let's just hope it's enough."

Wonder Woman smiled gently. "It was enough to convince my mother," she said. "I think the sight of this place was enough to shock her into at least considering the General's plan."

Kara chuckled. "We had a feeling it might."

Kurox's voice interrupted them. "_Attention: long-range sensors are detecting World-Gate activation. The Argo is en-route to the Fortress._"

Power Girl's eyes went wide. "They're _back?_"

Boom-Boom chuckled. "Gotta hand it to Big Z; when he's right, he's right!" With that, they all hurried to the vehicle-bay.

By the time they reached the bay, their absent friends, minus Superman and Zod, were already disembarking. "Oh, sweet _ground!_" Havok exclaimed, dropping to his knees. "I _never_ thought I'd be so happy to see you again!"

Batman was expressionless, as always. "I take it you found Sentrius?"

"Did we _ever!_" Shadowcat exclaimed. "Everything Clark, Kara, and Zod said about it is _true!_ That thing is going to kick so much alien butt, it's not even going to be _funny!_"

Polaris nodded. "Not only that, but we didn't come back empty-handed!" she agreed, gesturing to the _Argo_ as she met Power Girl's gaze. "Your boyfriend sent you a little souvenir: we've got seven extra EPMs for the Fortress!"

Power Girl's eyes went wide. "Are you _serious?_"

Spider-Man laughed. "You know, we might just pull this off, after all!"

Batman's tone was devoid of humour. "Not if we just stand around, we won't."

Recovering, Power Girl nodded in agreement. "He's right; we need to get those EPMs installed as soon as possible!" she exclaimed, before turning to Beast. "Did Clark and Zod say how long they would be?"

Beast shook his head. "They had just started the refit when we left with Lobo and the Starjammers."

Hawkgirl's eyes went wide. "_Lobo?_"

"What's _that_ sicko doing here?" Phoenix cried.

At that, Mark – albeit a very _different_-looking Mark – chuckled nervously. "I suppose explanations are in order."

"No kidding," Flash agreed.

"We can discuss it later," Batman said. "Right now, we have work to do."

That was all everyone needed to hear; quickly, Power Girl and Supergirl 'ported into the _Argo_ to retrieve the EPMs, while the others headed off, to prep for their roles in Earth's defence.

The invasion was less than a day away.

There was no more time to lose.

XXXXXXXX

_Author's Note: And another chapter is complete! Man, writing is tough when you have final exams to study for; thankfully, my exams are all done, so there's nothing left to distract me! Fans of "Hanging Ten" will be happy to know that I am resuming work on the next chapter, and hope to get it finished by New Year's at the latest! Thanks for sticking with me! Merry Christmas and Happy Holidays to all of you!_

_Coming Soon:_

_The Kree, Shi'ar, and Skrull fleets are on their way…_

_Our heroes are mustering to defend the Earth…_

_Superman and Zod are racing to get Sentrius battle-ready…_

_It all comes down to this: the most climactic clash in galactic history._

_Be there, when war comes to "Battlefield: Earth"…_


	39. Battlefield: Earth

CHAPTER THIRTY-EIGHT: BATTLEFIELD: EARTH

_Watchtower, Earth orbit, August 17, 2009_

To say that the mood within the Monitor Womb of the Watchtower was tense would have been a _colossal_ understatement.

Following the holographic briefing made by General Zod, almost every superhuman involved in the campaign had joined the League, the X-Men, and X-Force, as well as all the Institute's instructors, Professor Xavier included, aboard the Watchtower – the only notable absences were Namor, King Solovar, and Black Bolt and his people, as they were already on-site, finalizing the preparations needed for their roles in Earth's defence.

Everyone else was waiting anxiously; it wouldn't be long, now.

Walking amongst the others, Mystique couldn't help but feel a chill settle over her as she realized just how silent the Monitor Womb had gotten – everyone was likely thinking exactly what she was thinking…

"Yes, they are."

Startled, Raven turned around, managing a weary smile as she found J'onn standing behind her. "Isn't it considered _rude_ to eavesdrop?" she teased.

J'onn smiled back. "Not when you're shouting it at the top of your brain."

Raven chuckled grimly. "I suppose all that chatter must be as unnerving as a silent room," she agreed. "Still, you can't blame us all for being worried."

"I do not," J'onn said gently, placing a comforting hand on the small of her back. "War is never something to take lightly; I would be worried if our comrades were _not_ thinking as you were."

Glancing to the side, Raven snorted. "Lobo might disagree with you."

Looking in the direction she was, J'onn found the last Czarnian standing a few feet away with a grin on his face, matching his hyperbolic leer as he scanned the crowd…taking in practically every female within sight. "He may be the exception that proves the rule."

Raven's laugh was dry. "Of course." Her smile faded. "I just…I know I should be worried about _all_ the others, and I am, but…"

"…but you cannot help but fear for Kurt and Rogue," J'onn finished for her. "You do not need to explain, Raven; I am equally worried for K'imm." He managed a tired smile. "Your fear for all the rest of our students is simply different from your fear for your own children."

If Raven had been a weaker woman, she most likely would have melted at J'onn's words, at how he knew her so _well_, how he knew every thought racing through her head, without even _needing_ any telepathy. "J'onn…"

J'onn likely knew what she was going to say, because his expression told her he was feeling the exact same thing. "We…we should check in with the others; perhaps they know more about what is happening."

Raven nodded, regaining control of her feelings. "Of course." With that, they headed towards the central monitor.

As they approached the monitor, they found Batman – as usual – poring over the console-screen, with Wonder Woman standing next to him. "Any news?" J'onn asked.

Batman didn't look up. "The Watchtower's sensors have detected no activity," he answered. "The Fortress hasn't reported anything yet, either."

"That is little comfort, I'm afraid," J'onn said. "Are we ready?"

"As much as is possible," Wonder Woman answered. "Alison has reported that the Fortress is fully armed, and the Atlantean Fleet is in position; Attilan and Gorilla City also report that they are ready. All allied militaries have reported in, and are standing by," her expression turned grim as she finished, "as have my mother and two battalions of my sisters."

Batman's tone was perfectly reasonable. "We needed every hand, Diana," he reminded her. "They know the risks."

"I know that," Wonder Woman answered. "It does not make it easier."

Raven nodded. "It never does."

At that moment, the console's communicator whirred to life. "_Lantern Jordan calling Watchtower; we've just heard from our advance scouts! The Kree and Skrull Fleets are preparing to depart their final rally-points! They'll be on us within the next half-hour!_"

"Understood, Lantern. We are mobilizing now. Watchtower out." Batman's voice never wavered as he switched on the intercom, addressing everyone in the Watchtower. "We have incoming; our guests will be arriving within the next half-hour. All active teams get to your transports; reserve teams move to standby stations. Synch your communicators to our frequency for emergency deployment instructions. _Move._"

That was all everyone needed to hear; instantly, the assembled crowd began to pull apart, forming into smaller teams as they hurried towards their assigned stations. Mystique could only meet J'onn's gaze as the others bustled around them. "I…I suppose I'll see you when this is all over."

J'onn grinned. "You had certainly better."

Raven chuckled. "Normally, this would be where two lovers would give each other a kiss goodbye…"

"…but when have we ever been normal?" J'onn finished, before he strode towards her, held her close, leaned down, touching his forehead to hers…

_Instantly, the entire Watchtower faded away to infinite, empty blackness illuminated by the endless light of the cosmos itself. Their physical forms were gone, replaced by luminous mists of energy and thought that swirled together, caressing each other in the neverending dance of man and woman, their minds, their very souls whispering to each other, sharing tender vows of love as their very beings became one, sending waves of pure, concentrated bliss cascading through them…_

…and then J'onn's head pulled away, leaving an utterly bewildered Raven standing in front of him, her voice little more than a whisper. "Holy _shit…_"

J'onn's smile was loving. "As I understand it, humans tend to express love physically," he said. "Martians, however, tend to do so _psychically._"

Raven didn't trust her voice to answer him. '_How…how the HELL did any of you ever leave the bedroom?_'

J'onn's resonant laugh echoed through her psyche. '_With great difficulty, my love._' And with that, he hurried off, to join his strike-team; as soon as her legs started to work again, Mystique promptly did the same, trying to keep the growing smile off her face.

XXXXXXXX

_Sentrius Battlestation, Nirion System_

The darkness of space beyond Sentrius' gleaming hull was dead-silent as the Battlestation's twin Harvester-Class Mining Drones – massive, blue-black crystalline, three-pronged claws – continued their work, their uni-directional graviton-beams pulling countless asteroids into their claws, the ever-intensifying gravity-field gradually breaking the massive space-rocks down into smaller ones, which were further broken down by nanites into streams of pure matter – beams of protons, neutrons, and electrons – that were promptly beamed back to Sentrius, to be reassembled by a second army of nanites and reconstructed into the needed forms. As the Harvesters continued their work, a handful of ships lingered just beyond the barrier of Sentrius' shields; one was the _Wrath of Krypton_, the titanic Superdreadnought that loomed in front of the Battlestation, defying the smaller ships to challenge it. The remaining half-dozen vessels – three Rinian and three Krunian – were further away, holding positions as one lone shuttle flitted back towards the lead Krunian ship.

Within Station-Command, Superman was at his assigned console, checking over the readout, overseeing the last stages of the refit. "Sentrius, I'm reading that the field-condenser has finished calibrating; can you confirm that?"

"_Confirmed, Station-Commander; by my calculations, my new armor-generator is fully functional. Calibrations to increase Refractor-Shield efficacy are complete._"

Station-Commander. He was never going to get used to that. "General Zod, I have confirmation that the secondary generator is complete."

From his own workstation, Dru grinned. "Excellent; that means that the refit is complete! Recall the Harvesters!" At his words, the matter-stream from the massive automatons ceased, as the Drones began to fly back into the station's hangar-bay. "Our timing seems impeccable; now that the good Emperor is back with his people, our guests seem anxious to leave."

Superman checked the sensor-readout. "And the peace-treaty?"

"Signed, scanned, and sent out to both sides; I processed the transmission myself, Cadet," Zod chided. "I must say, I was surprised at how willingly both sides were willing to put their differences aside…although I suppose having a _StarSmasher_ aimed at you does tend to make one more reasonable. Perhaps we should have pointed one at the Kree and Skrull homeworlds years ago, and avoided this whole conundrum."

Superman's smile was nervous. "Let's…let's just hope it doesn't come to that," he said uneasily. A beeping from his console drew his attention to the view-screen. "I'm picking up a transmission from the lead Rinian ship. Sentrius, put it through."

"_Acknowledged._"

Seconds later, Seerow's voice came through. "_…calling Sentrius Battlestation; can you hear me?_"

"Acknowledged, Lieutenant. We hear you," Zod answered. "I trust all of you are heading home?"

"_We certainly are, General; now that peace has officially been declared, there's nothing left to do._" Seerow's tone held a note of disbelief. "_I…I still can't believe it…_"

Superman chuckled. "I'd believe it, Seerow; once we get home, we'll request that the Green Lantern Corps send a contingent out here to monitor the situation," he answered. "They'll make sure _both_ sides behave."

Dru grinned. "For the moment, I would enjoy this new peace, Lieutenant," he said, "or should I say "Admiral"?"

Seerow laughed. "_"Admiral"? Me? General, be serious!_"

"What makes you think I am not?" Zod asked. "As far as your people know, _you_ were the one who made allies of us, not that doddering imbecile that once commanded you; _you_ were the one that manoeuvred the Krunians into signing the armistice rather than face our wrath!" He chuckled. "I dare say that your doltish Admiral's career was made on _far_ less than that!"

Superman could hear Seerow's sharp intake of breath. "_You…do you really think so?_"

"I think that your superiors are going to want to talk to you, after this," Superman said. "_Somebody_ needs to be the poster-boy, and we'll be half a universe away!"

Seerow's tone quickly sobered. "_Commander El…General Zod…I-I don't really know what gods exist, anymore – or even IF they exist – but if they do, I pray that they be with you both for what you must now do._"

Zod's smile was wry. "The gesture is appreciated, Lieutenant, but I would ask that you save your prayers for those who _need_ them." His chuckle was dark. "Like our enemies."

Superman felt another chill run down his back at that.

Seerow chuckled in reply. "_Understood, sir! We'll leave you to it!_" he replied. "_Godspeed!_" And with that, he signed out, as the Rinian task-force began to move away, clearing a path for them.

After several minutes, Dru smiled. "Well, there's no time to waste!" he declared. "Sentrius: activate the remaining ZSUs!"

"_Acknowledged._"

In the space around the _Wrath_, five massive Zone singularities pulsed to life, each perfectly spaced around it, depositing five more Superdreadnoughts – each identical in configuration, but with different colour-schemes – around it, with the _Wrath_ in the middle; one was pale silver, laced with light blue crystals in its hull; one was pure black, with dark green streaks; one was a brilliant red, interlaced with gold; one was deep violet, mixed with dark blue; and one was pure blue, bearing red-yellow lines through its hull – _his_ colors.

They were the _Valiance of Rol-Zod_, the _Cunning of Del-Shon_, the _Fury of Rao_, the _Ardor of Yuna-Lir_, and the _Perseverance of Von-El._

Superman was momentarily awed by the sight before him – seeing just one Superdreadnought was impressive, but seeing all _six…_

"They're a sight to behold, aren't they?"

Glancing to his side, Superman saw Zod there, also staring out at the colossal ships. "The _Resounding Glory_-Class was designed to combat Class Six threats, and give our people time to either flee or devise a new way to fight them," he mused aloud. "Our people put every ounce of their knowledge into crafting these six marvels; there were no other names to give them other than some of the most honoured names in Kryptonian history."

Superman could only nod. "Like the names of our world and our god, and those of some of the Twelve."

Dru grinned. "Including our ancestors," he agreed. "I assume you recall the ancient histories of our two Houses, Cadet?"

"Of course," Superman replied. "Von-El once attended the Seven Army Conference – the last peace-talk in the Age of Wars – and spoke to the assembled generals, urging them to seek peace."

Dru nodded. "It was there that all the Twelve met for the first time," he said. "Then, my ancestor, General Rol-Zod, had met Von-El in battle once before; though enemies, they both had great respect for each other. It was he who first accepted Von-El's words, giving voice to what the others of the Twelve knew; with both of their examples, the other ten began to follow, prompting the rest of the Conference to follow them." He frowned. "All save one, that is."

Superman knew who he meant. "Jax-Ur."

Dru continued on. "For the first time in our history, Krypton was _united,_" he said. "With the rest of the Seven Armies behind them – and Von-El and Rol-Zod in the lead – Jax-Ur was stopped once and for all, ushering in a new age on Krypton." He smiled. "And now, two men of El and Zod stand together again against tyranny."

Despite his earlier unease, Superman couldn't deny what his godfather had said; the first time their families had stood side-by-side in battle, it had brought about a golden age, putting an end to the chaos that had gripped Krypton for so long.

And now, they were poised on another battle, against foes just as colossal and tyrannical as Jax-Ur, who intended to enslave his home, his family and friends…and then, the entire universe.

He only hoped that whatever lay beyond that precipice would not demand as high a cost as the Age of Wars had.

Taking a deep breath, Superman turned back to the General. "Then I suppose we had best get moving."

Zod laughed. "Cadet, I could not have said it better!" he crowed. "Sentrius: put the _StarLances_ and Polaron Torpedo-Launchers on standby, bring the shields up to maximum power, and ready ten squadrons of Fighters with Stealth-Speeders; I want them ready to deploy the minute we're through!"

"_Acknowledged, General._" Instantly, Sentrius brought up a holo-feed of the vehicle-bay, showing dozens of _Righteous Fury-_Class Fighters being lifted out of anchorage by tractor-beams, their forward-sweeping wings folding ahead of them, and then retracting back onto the main hull, morphing themselves into large crystals. As each Fighter morphed, it was loaded onto the dorsal hull of a Stealth-Speeder, with six to each Speeder – two on top, and two on each side. Once each Stealth-Speeder had its Fighter-complement, it was moved towards the loading-elevator, ready to deploy at a moment's notice.

Once the Fighters were ready, General Zod looked out to space, towards the World-Gate. "Signal the _Wrath_ and her sisters: have them deploy towing-beams, and plot a course for the Gate!" he ordered. "Activate the Gate's back-door; signal it to begin re-spacing for our passage through!"

At once, the six Superdreadnoughts responded, firing massive Graviton-beams at Sentrius, melding with its shields as they began to move towards the World-Gate; slowly, Superman felt the entire Battlestation shudder as it began to move…

XXXXXXXX

_North Pole, Earth_

As the Atlantean Fleet began to rise out of the water, taking up defensive positions around the Fortress' gleaming shield, Power Girl couldn't help but feel worry take hold of her spine.

After prepping the Fortress' defenses as best she could – asking Kurox for help in maximizing the _StarLances'_ output with the seven extra EPMs while powering up as many of the Fortress' defenses as they dared – all Power Girl could do now was wait with Krypto, Kurox, Aquaman, and Leviathan as Namor and Namorita arrived. Once the King of Atlantis, his cousin, and General Ro'Karon had disembarked from the flagship, they strode over to them. "I assume everything is in order?" Namor asked.

"We're as ready as we're ever going to be," Aquaman answered.

Power Girl nodded. "With the seven extra EPMs boosting the Fortress' reserves, we can activate more of its defenses than we'd planned," she said. "We should be able to get off one virus as the first wave arrives, but anything else would be pushing it. We've also heard back from the others; everything is in place, and we're good to go…"

Namorita chuckled gently. "Okay, Alison; we get it! We're ready!"

His voice muffled through his rebreather, Ro'Karon looked about the polar ice, now littered with warships. "I must say, Sire, I'd never thought I'd live long enough to see the a day when the entire Fleet was deployed like this!"

Namor's smile was wry. "Let us only hope that we all live long enough to see the _end_ of this day, General."

Inching closer to Leviathan, Namorita smiled gently. "Have you heard any word from Kal and General Zod?"

Leviathan shook his head. "Nothing yet, 'Nita; I'm pretty sure they'll be incommunicado until they get Sentrius battle-ready."

Nervously, Namorita chewed her lip. "I hope they do," she murmured, "because I'm…I'm really scared, Ron."

Ron blinked. "You are?" Guiltily, Namorita nodded. "Well…_good!_ Because I'm _terrified!_"

That brought a smile to Namorita's face, prompting Ron to continue. "I mean…we're both going to _war!_"

Namorita laughed. "I _know!_"

Ron grinned. "And we haven't got a _clue!_"

"None at _all!_"

Just then, Krypto suddenly perked up, softly whining as he looked up at the sky. "What is it, boy?" Power Girl asked…before her hearing picked up the signal. "Oh, no…"

Seconds later, everyone's communicator buzzed to life. "_This is Lantern Stewart to all allied personnel; our guests have arrived!_" Green Lantern exclaimed. "_Brace yourselves, everyone, because the shit has OFFICIALLY hit the fan!_"

XXXXXXXX

_Deep space, Sol System, a few minutes earlier_

Except for the constant pulse of the dormant World-Gate, the further reaches of the Sol System was as eerily silent as it had always been…but that silence was shattered as space seemed to ripple, before an entire Kree fleet emerged from step-through, winking into existence with just over a thousand ships. Decelerating hard, the bulbous Kree vessels slowed to a crawl, accompanied by numerous, sleeker Shi'ar cruisers, also coming to a stop, as their step-through drives began the long process of cooling down.

Aboard the lead Kree vessel, Ronan scowled as he looked at the view-screen, which beheld the long-inactive World-Gate. "Were my orders unclear?" he snapped. "I ordered the fleet to come out of step-through in orbit above Earth!"

"My apologies, Lord Accuser!" the Navigations officer cried. "It's just that Earth is too close to the World-Gate; Your Excellency surely knows how they tend to throw off our step-through calculations! We need a bit of time to recalculate!"

Ronan's expression did not change. "Make it quick!" he barked. "I want this campaign concluded and this planet subjugated as soon as possible!"

Turning away from the view-screen, Ronan sat back in the command-chair, allowing his black mood to pass; it had been millennia in the making, but now, at long last, his family's honour would be put right, the offence made by Krypton's people avenged…and with the knowledge of Krypton at their disposal, the Skrulls would finally be crushed…

"Lord Accuser, we have an incoming step-through resonance!"

Startled out of his reverie, Ronan looked back to the view-screen…in time to see a _Skrull_ fleet – just as large as their own – emerge from step-through, barely a light-minute's distance from their own position.

It took Ronan a good minute to stop gawking. "What in the name of the gods are _THEY_ doing here?" he thundered.

The Sensors officer did a quick sweep. "No idea, my Lord…but had I to venture a guess, they are likely wondering the same of us!"

The Weapons Control officer spoke up. "I have a targeting-solution on the lead Skrull vessel, my Lord! Permission to open fire?"

Ronan could scarcely believe his own next words. "Negative!" he ordered. "The Skrulls are undoubtedly here for the same reason _we_ are: to seize the last traces of Krypton's technology!" He turned away. "Deploy our advance-forces, and have them head to Earth as fast as they can! Their orders are to secure the planet, and destroy _any_ sign of resistance! In the meantime, get our step-through drives ready as soon as possible! We need to be in orbit above that outpost bombarding it until its shields fail…"

"Um…Lord Accuser?" the Comms officer spoke up. "I beg pardon, Milord, but I fear it will not be so simple; we have an incoming transmission!"

Ronan was incredulous as he looked back. "From _who?_" he demanded…and then he saw the view-screen as it zoomed-in on the space between them and Earth.

The space directly ahead of them was dotted with familiar figures enshrouded in emerald light – Ronan could count about a hundred of them – and behind them was a ragtag collection of Thanagarian, Shi'ar Republic, and various Confederate-allied cruisers.

Evidently, the Kryptonians' cohorts had tried to organize some sort of defence, Ronan noted with a snort. "Put it through."

It didn't take long for Ronan to recognize the speaker. "_…attention invading Kree, Shi'ar, and Skrull battlegroups, this is Green Lantern Corpsman John Stewart of Sector 5897; you are all participating in an illegal invasion of a Confederate-allied system. Under Section 12 of the Confederate Charter, you are all ordered to stand down and withdraw immediately; failure to do so within the next minute will be considered an act of war…and you WILL get your asses kicked._"

Ronan couldn't help but chuckle at the Lantern's utter _gall._ "It would seem that the good Corpsman wants an answer," he sneered. "Let us _give_ him one." His eyes narrowed. "Deploy our advance forces! Destroy as many of them as you can, but push towards Earth! Stop for _nothing!_" He turned towards Weapons Control. "Target the Confederate forces and the Lanterns; blast them out of the sky!"

"B-But Milord…what about the Skrulls?"

"Ignore them!" Ronan barked. "Right now, they can wait! Once we have that outpost, we can destroy them at our leisure!"

As the Weapons Control officer frantically began shifting the cruiser's target, the Sensors officer spoke up. "Lord Accuser, I'm getting a strange energy-reading from the World-Gate…"

Ronan arched an eyebrow. "Is it opening?"

"No, Milord; it's…getting bigger! The connecting spokes are spreading out!"

Ronan snorted derisively. "You interrupted me for _that?_" he sneered. "Keep our sensors on the battlefield, fool! Do not bother me with such nonsense again!"

As the officer mumbled his apologies, Ronan looked back to the image of the battlefield. Perhaps the Kryptonians' resistance and the Skrulls' arrival were blessings in disguise; now they could wipe out _all_ of the Kree Empire's enemies in one fell swoop.

It was turning out to be a good day for both him and the Empire, after all.

XXXXXXXX

After delivering their little message, John could only watch as the combined Kree and Skrull fleets just hovered there. '_Come on…for ONCE, don't do anything stupid…_'

Next to him, Hal chuckled dryly. "You think they're going to back down?"

At that moment, both fleets began launching ships, filling space with _thousands_ of fighters, mid-range gunships and troop-transports.

John sighed. "You actually thought they _would?_"

Hal shrugged. "Not really."

Grimacing to himself, John switched on his communicator. "This is Lantern Stewart to all allied personnel; our guests have arrived!" he exclaimed. "Brace yourselves, everyone, because the shit has OFFICIALLY hit the fan!"

The very minute he said that, the Kree and Skrull capital ships opened fire, lighting the black void with a hailstorm of laser-fire and offensive missiles. Hal grimaced. "_Raise shield!_" he ordered; instantly, all 100 Lanterns focused their energies forward, creating a multi-layered green barrier between themselves and their allies, and the incoming fire. As the missiles and lasers impacted the barrier, the assembled Lanterns strained under the impact, refusing to let the shield fall for even an instant.

John was quickly on the horn. "Kara, that's your cue! Take out as many of those cruisers as you can!"

"_On it!_"

As soon as Clark's cousin said that, the _Argo_ flitted out from behind a Confederate cruiser, racing past the Lanterns' barrier, its shields condensing into metallic armour as it charged the invaders' lines. Closing on the advance-fighters and landing-forces, it let loose a barrage of Positron-Cannon and Polaron Disruptor-blasts, disabling entire clusters of ships and annihilating several fighters, before breaking through to the cruisers. With the capital ships in her sights, Kara charged and fired a Graviton Torpedo into one of the larger battle-formations; as the dark violet energy-globe raced into the midst of the Kree cruisers, it detonated, forming a sinkhole in space that pulled the cruisers inwards, sending them crashing into each other while the _Argo_ flitted past them, unleashing a trio of Disruptor-blasts against several exposed Shi'ar vessels, blowing out their shield-generators before peppering them with Positron blasts. Turning the Speeder towards the Skrulls, Supergirl loaded a Viral Torpedo, lined up a target, and fired; streaking away from the Speeder, the tiny missile raced towards the nearest Skrull cruiser, effortlessly evading any incoming defensive fire, before its force-field-coated head pierced through the cruiser's shields, letting it bury itself in the ship's hull, delivering its payload, before self-destructing – the hull-damage to the cruiser was minor, but the second that Torpedo hit, the Skrull ship's weapons stopped cold…before changing targets, firing on its own brethren, utterly under the control of the Kryptonian computer-virus now racing through its systems. Frantic, the nearest cruisers turned their fire on their infected comrade, destroying it before the virus could spread, as the rest of the Skrull fleet joined their Kree and Shi'ar adversaries in opening fire at the _Argo_, their lasers spanging harmlessly against its armour, while their missiles spiralled uselessly away from it, fooled by the fleet Speeder's countermeasures.

With the cruisers' fire drawn away, the Lanterns lowered their shield. "Here they come!" John shouted. "_Open fire!_"

At that command, every Confederate-allied capital-ship opened up on the countless waves of fighters that swarmed towards them. Hundreds of Kree, Skrull, and Shi'ar fighters were felled in minutes, but that did not stop the vast majority of them as they raced towards their lines. Charging his ring, John joined his fellow Lanterns in unleashing a torrent of emerald energy-beams, slicing apart the charging fighters as they closed; after cutting apart two fighters with a ring-beam, John grabbed a third with an energy-bubble, and sent it hurtling into an entire fighter-wing, blasting all seven apart, before firing another beam into the engines of a Skrull landing-ship, blasting them into nothingness and sending the ship spiralling out of control. Spotting several bombers making a run on the Confederate flagship, he made a move to intercept them, but Hal beat him to it, grabbing all three with a ring-sphere and tossing them with the aim of a darts-champ, taking out two more bombers and a Kree drop-ship. Pausing to catch his breath, Hal chuckled grimly. "Hell of a way to start a morning."

John shrugged. "Yeah, I could do without the – _LOOK OUT!_" Spotting the incoming Kree fighter, he quickly raised a ring-shield to block its shots, while Hal waited for it to come in range for him to grab it…but the fighter never got that far, as a chain snagged its tail-fin, stopping it in its tracks. Perplexed, John's eyes followed the chain back to Lobo, who'd lassoed it from the seat of his space-hog, before the Main Man spun it around and threw it away, slamming it into a bomber.

With the fighter taken care of, Lobo turned his glower on the two Lanterns. "Okay, Greenies; where the frag is Rone?" he bellowed. "I got a score to settle with that double-crossin' sack of grignark shit!"

John could only shrug. "Hey, your guess is as good as mine!" he replied. "All I can suggest is pick a cruiser!"

Lobo looked towards the capital ships…and then looked back. "Which ones are Rone's? They all fraggin' look the same!"

Hal laughed. "The blue ones are Kree, and the green ones are Skrull!"

"Blue ones, huh? Got it!" With that, Lobo flew off.

John scowled. "You're _welcome!_" he snapped, before his eyes went wide as he saw several fighters buzz the lead Thanagarian ship, peppering its shields with lasers, before a bomber let fly with a torpedo. Grimacing, he raced towards the curve-winged cruiser, cleaving apart the attacking ships with one ring-beam…and letting out a shout as a second bomber's torpedo took him square in the back, sending him flying and taking a fair chunk out of his ring's reserves. Turning around, he was about to counterattack, but the bomber that fired at him had already been blown apart, as a curve-winged Thanagarian fighter rose up to greet him.

"_Having trouble already?_"

John recognized Shayera's voice seconds before he saw her through the fighter's canopy. "Oh, just the usual," he quipped back.

Shayera laughed. "_I didn't think things were that bad!_" Her tone turned serious. "_We're holding our own for the moment, John, but we'll be hard-pressed to keep up; our cruisers are taking damage, and the Lanterns are running low on power – I saw several of them pop into the landing-bay to recharge. We're scrambling all the fighters we have, but we are EXTREMELY outnumbered._"

"We knew that going in, Shayera; right now, our job is to thin these bastards out, and give the next two lines a fighting chance," John reminded her. "We have to give Kal and Zod as much as time as we can to get back here!"

Shayera smiled wearily. "_They might not need much more!_" she said. "_Before I left Admiral Var's ship, I saw a readout on the World-Gate; it's getting bigger!_"

Arching an eyebrow, John glanced towards the distant Gate; sure enough, it looked like its spokes _had_ spread out. "Then we'd better make sure we're all still here when they get back!" he declared. With that, he flew back into the fight, with Shayera on his wing, as they ripped into the advance-forces…but for every ship they felled, two more got past them, heading for Earth…

XXXXXXXX

_Attilan_

"_Fortress calling Gorilla City and Attilan; we're detecting inbound vessels heading for Earth! Lock and load!_"

As Power Girl's radio-transmission filtered into Attilan's newly-repaired Command-Center, Cyclops, Phoenix, Quicksilver, Scarlet Witch, and Rogue could only watch as Black Bolt gestured to Karnak, who was sitting at one of the consoles, the rest of the consoles operated by Inhuman scientists. Medusa quickly translated. "Raise the city!"

Instantly, the ground trembled, as Attilan's long-dormant engines pulsed to life, pushing it upwards as its massive dome became charged, shielding it, while the massive hatch built directly into the rock above hissed open, allowing the city to rise into view, closing behind it as Attilan touched down on the lunar surface.

Once the city had settled, the Command Center's view-screen flared to life, bringing up images of the city, the moon, Earth, and the hundreds upon hundreds of blue dots – Kree fighters – swarming towards it. "We have targeting solutions, Majesties!" Karnak reported. "Ten seconds to weapons-range!"

Black Bolt gestured again, letting Medusa be his voice. "Fire at will!"

Seconds later, the view-screen showed hundreds of automated laser-turrets whirring to life from deep within Attilan, raising out of the metallic base that encircled the city and pointing upwards, unleashing deadly torrents of laser-fire that ripped into the advancing Kree wave. Attilan's defensive fire was soon joined by a second laser-barrage from Earth – Gorilla City – that tore through the Kree forces, but still more kept coming…

…and then the _StarLances_ began to fire.

The screen clearly showed the massive, comet-like plumes of deadly plasma-energy as they rose up from the North Pole, screaming past the moon and leaving destruction in their wake; entire flotillas of fighters were annihilated in seconds under the slow but steady hammer-blows from the Kryptonian Plasma-Cannons.

As the deadly-beautiful light-show played out on the view-screen, Quicksilver smirked. "_That's_ what we were all worried about?" he scoffed. "Sheesh, you X-Geeks got us all worked up for nothing! We've practically got this in the bag!"

"_Don't_ get cocky, Pietro," Scarlet Witch warned. "This is just the first round; these guys didn't come here just to quit and go home."

Cyclops nodded. "We're not stopping all of them; some are getting past us," he noted, pointing to the handful of blue dots that had moved past their kill-zone. "They could try to land here and disable our defences."

"So we take 'em out; big deal!" Quicksilver said. "We'll be done by lunch…time?"

His voice trailed off as the Command Center door hissed open, and Crystal walked in, striding towards her sister and brother-in-law. "The perimeter is secure, Sister; there's no sign of any landing-parties."

"Good," Medusa replied, while Black Bolt nodded. "For now, take Cyclops and his team to the rally-point with the others; if anything lands nearby, you can intercept it from there."

Nodding, Crystal turned towards their five guests, arching an eyebrow at Quicksilver, whose expression was utterly dumbfounded. "A new friend of yours?"

Quicksilver just stood stock-still, before finally managing to extend his hand. "Pietro, my is name hi!"

Crystal blinked, her expression confused. "What?"

Quicksilver flinched. "I mean, _hi_, my name is _Pietro!_"

Scarlet Witch was barely able to keep from laughing. "Oh, my God, I don't believe it; my loudmouth brother at a loss for words!"

Rogue chuckled. "Now Ah've seen _everything!_"

Crystal just grinned wryly. "Well, "Pietro," I'm assuming you know the way from here to the main entrance?"

Quicksilver gulped. "S-Sure." '_Stupid, stupid, stupid!_'

"Good." She glanced to the others. "Could you all go on ahead? I need to check on…"

She was promptly drowned out by an alarm klaxon as four clusters of green dots appeared on the radar-screen, just behind the endless wave of blue dots. "We're detecting incoming Skrull transponders! They're heading straight for Attilan!" Karnak reported. "Bringing secondary batteries online!"

Medusa grimaced. "Activate visual scanners!" she urged. "General Zod warned us that the Skrulls might try this; we need a visual target!"

Instantly, three smaller screens popped up, showing three separate sections of space, while one one the Skrull clusters vanished. "We've lost tracking on the fourth signal!" Karnak reported. "The other three should be coming in-range…_now!_"

At that moment, the smaller screens zoomed in, two of them showing simple drones…and one revealing a Skrull battlegroup. "There!" Medusa shouted. "Shoot it down!"

The secondary gun-batteries instantly whirred to life, opening up on the Skrulls, blasting them into oblivion. Black Bolt gestured, prompting his wife to translate. "Someone, get eyes on that fourth battlegroup! We need tracking!"

Karnak's hands moved over the keys, but to no avail. "It's no good, Milady! They must have gone dark!"

Cyclops turned to Phoenix. "Jean, can you find them?"

Phoenix was already ahead of him, focusing her thoughts as she reached out into space. "They're…they're coming from the west side of Attilan! They've already landed!" she cried. "They're heading for the main airlock on the west side!"

Crystal paled. "If they breach that airlock, half the west sector will depressurize! Everyone in there will suffocate!"

Cyclops' eyes narrowed. "Can you extend the city's shield about a kilometer around the city?"

Karnak arched an eyebrow…and then understood. "Of course! Easily!"

Quicksilver blinked. "Why? What good'll that do?"

"If we wait until they hit the airlock, it'll blow out half the city," Scarlet Witch said. "But if we extend the shield a little, we can go outside and stop them before they get here!"

Black Bolt nodded, gesturing to Medusa. "Crystal, Karnak, go with them to the west airlock, and have the second team meet you there with our security forces. We'll handle things here!" Crystal and Karnak both nodded, before they headed out, while the others followed them to the west airlock.

Halfway to the west airlock, they met up with the second team assigned to Attilan – Flash, Bevatron, Dust, Spyke, and Toad – along with a twelve-man platoon of Inhuman soldiers, all clad in body-armour and bearing laser-rifles. "I hear we've got incoming!" Flash said, as he saw them approach.

"Gee, ya think?" Quicksilver snapped. "At least _try_ and keep up, slowpoke!"

Flash rolled his eyes. "Whatever, Twinkle-Toes."

"_Guys!_" Cyclops exclaimed. "We can argue about this _later!_ Right now, we need to _move!_" That was enough to stifle the argument, prompting them to keep heading for the west airlock.

By the time they reached the airlock, they could already see the gleaming shield as it expanded outwards about a kilometer, giving them the room they needed to repel the Skrulls. As Crystal tapped the nearby control-panel, the airlock hissed open easily, since the pressure had equalized, allowing them to filter out, to take up defensive positions around the airlock. "Where are they?" Crystal asked, as she gazed upon the barren horizon. "I can't see them…"

Cyclops turned to Phoenix. "Jean?"

Phoenix focused again…and turned to the southeast, pointing towards a distant hill. "_There!_"

Instantly, the entire Inhuman force trained their weapons on the hill…just as a full brigade of Skrull shock-troopers – more than a hundred, all armed with space-suits and plasma-rifles – charged over the hill, followed by ten hovering, cannon-bearing armoured vehicles – the Skrull Empire's version of tanks.

The very second the Skrull force appeared on the horizon, Crystal pointed at them. "_Open fire!_" At her command, the Inhuman platoon let loose with their laser-rifles, unleashing deadly torrents of laser-fire at the charging Skrulls. The first ten shock-troopers were felled instantly, but the rest fanned out, moving behind the tanks, letting the armoured units soak up the incoming fire while their cannons blazed away, pounding Attilan's shield.

His hand on his visor, Cyclops unleashed a constant optic-beam at one tank, slowing its advance, but doing little else. Charging his hands, Bevatron let loose an electric surge at another, halting it momentarily and giving Phoenix the needed time to telekinetically grab it and flip it over, sending the Skrulls behind it scampering out of the way. Gesturing towards a second tank, Crystal summoned the earth, sending a spike of moon-rock spearing up through its frontal armour, before heating it to the point where it became magma; as she'd planned, the sudden surge of heat ignited the oxygen within the tank, causing an explosion to erupt from the vehicle, blasting it apart.

As the remaining tanks moved to the front, forming an impenetrable wall of armour, Cyclops kept blasting away, until Karnak stopped him, pointing towards the ground just ahead of the armoured vehicles. "_There!_ Focus your fire there!"

Cyclops was incredulous. "Why? What'll that…"

"Trust me!"

His expression grave, Cyclops shifted his gaze downwards, and fired at the spot Karnak had pointed to; as the ruby force-beams slammed into the rock, the lunar surface began to crumble, spreading cracks towards the advancing Skrulls…before a massive hole opened up right underneath the tanks, sending all but two of them crashing through, deep into the bowels of the moon, taking twenty Skrull-troopers with them.

Quicksilver was dumbfounded. "How the _hell_ did you know _that_ would happen?"

Karnak shrugged. "Everything has its weak point."

Crystal giggled. "And Karnak knows where they all are."

By then, the remaining shock-troops had reached the edge of the shield, darting through and opening fire on them, forcing Phoenix to raise a TK-bubble around them. The Attilan security force returned fire, felling five more, but three Skrulls morphed into massive, dinosaur-like horrors, with scales like armour; the Inhumans' shots bounced off of them like rubber balls as they stomped towards them, scattering the twelve, and swallowing one whole. Utterly infuriated, Crystal forced air into the throat of the culprit, before summoning fire; the transformed Skrull was simply blown apart like a meat-balloon, spattering green gore across the lunar surface and ejecting the swallowed Inhuman, who was slightly acid-burned, but otherwise alive.

As two more Inhuman troopers fell to Skrull plasma-fire, the other two transformed Skrulls turned towards the rest of their attackers. Opening up with an optic-blast, Cyclops stunned one Skrull long enough for Rogue to race forward and touch it; the Skrull howled in pain as his energy was drained, shrinking back to normal size and passing out…while Rogue's skin turned green, her ears growing elfin in length, as her chin gained three fine vertical lines. Looking at her hands, she grimaced. '_Oh, God, this had BETTER be worth it,_' she thought, before she summoned the trooper's memories; instantly, her body began to morph, rearranging itself until she became a creature that looked like a cross between a hedgehog and an Ankylosaurus, with a spiked, armoured back, and a soft underbelly. Curling herself into a spiked ball, the changed Rogue rolled towards the Skrull troopers, knocking over ten of them like bowling-pins. The remaining troopers tried to take aim at her, but they were promptly blinded by Dust's sandstorm, leaving them disoriented as it passed, allowing Flash to dart in between them, felling ten more at lightning speed, before they even knew what had happened.

By then, the last two Skrull tanks had made it through the shield, priming their laser-cannons. Horrified, Phoenix raised a second TK-barrier in front of as much of the city as she should, wincing as cannon-fire impacted it. "Guys? A little help?"

As she hex-blasted two Skrull-troopers, causing their weapons to backfire, Scarlet Witch turned towards one of the tanks. "Todd! _Piggyback!_"

"You got it, Cuddlebumps!" Leaping right over a trooper that was charging him, Toad's tongue snapped out, snagging his weapon, before he landed in front of Scarlet Witch, kneeling down. "Hop on!" Once Wanda had done so, Toad crouched low, and _jumped_, letting his legs propel him through the weak gravity, well over the troopers between them and the nearest tank. From her new vantage-point, Scarlet Witch aimed down and mass-hex-blasted half the remaining Skrulls, causing multiple weapon-overloads, while Toad opened fire with his commandeered weapon, felling several troopers before he landed on top of the tank, letting Wanda hop off. Focusing her energy, she placed her hand on the tank, and hexed it, before grabbing Todd's arm, letting him leap them both away as the entire tank fell apart at the seams, literally falling to pieces, leaving only the confused Skrull pilot in the middle, still sitting in the control-chair.

As the remaining Skrull troopers closed on the Inhuman soldiers, Crystal quickly raised an earthen barrier between herself and her people, deflecting their shots, while Quicksilver raced to and from her attackers, snatching their weapons away as Bevatron electrocuted them into submission. With the offensive momentarily halted, Crystal dropped her barrier, wearily smiling. "Not bad, Twinkle-Toes."

Quicksilver tried _hard_ to ignore that nickname. "You're not half bad yourself."

Generating spikes on his forearms, Spyke let a cluster of bone-blades fly, disabling the last cluster of shock-troops still fighting, while Karnak raced towards the last transformed Skrull, rolling under its jaws as it dropped low to bite at him, coming back up next to its leg; with masterful precision, he unleashed a finger-stab into its calf-muscle, piercing a vulnerable spot between two scales. The Skrull howled in pain, dropping to one knee as it partially shrunk, giving Karnak the opportunity to pierce the same spot on its other leg. Now the Skrull was barely standing, as it shifted back to its normal state, quivering with pain, but Karnak did not let up for a second – kicking low, he twisted into a mid-air spin, slamming his heel into the Skrull's jaw and knocking it out cold.

As the Skrull fell to the ground, Karnak looked to the last remaining tank, motioning for Spyke to follow him; nodding in response, Spyke charged after the Inhuman tactician, racing towards the tank as it fired on Phoenix's weakening barrier. Darting behind the tank, Karnak extended his hand. "I need one of those bone-blades; as big as you can make it!" Confused, Spyke complied, forming a large, dense, hand-sized bone-spike on his arm, drawing it and handing it to Karnak once it was ready. Touching the aft armour of the tank, Karnak closed his eyes, probing the metal…before he jabbed the spike into a single spot to his right; the armour split apart easily, exposing the inner workings of the vehicle. His eyes narrowed, Karnak jammed the bone-spike into one particularly complicated-looking mechanism. "_Run!_" he ordered, as he ran ff as fast as he could, prompting Spyke to do the same; seconds after his warning, the tank began to smoke and sputter with flame, right before the main turret blew off like a wine-cork, flying across the battlefield and landing with a _crunch!_

With the Skrulls repelled, everyone finally had a cance to catch their breath. Gazing towards her brother, Wanda frowned. ""In the bag," huh?"

Quicksilver frowned. "Shut up."

Toad could only groan. "Please tell me that's the end of it."

Cyclops grimaced. "If only that were true," he muttered. "This was just the first wave; there'll be more, soon."

"Sooner than we think!" Phoenix cried. "We have _more_ company!"

Seconds later, Medusa's voice came in over their communicators: "_Cyclops, we are detecting a Kree landing-party heading for the east airlock! We're extending the shield and scrambling reinforcements, but you all have to get there NOW!_"

Quicksilver paled. "Please tell me she's joking."

Crystal shook her head. "Hardly."

Cyclops sighed, as he gazed up at the Earth, watching the handful of ships that were squeezing through. "I hope the others are having better luck," he muttered. "Let's _move!_" With that, they all raced off, heading for the east side of Attilan as fast as they could.

XXXXXXXX

_New York airspace, Earth_

"To any available units in the New York sector, head to the coordinates I've specified; some of the rubble that just came down is giving off too much of a heat-signature. It could be a Skrull infiltrator-party."

As his voice echoed across the air-waves, Batman turned the Javelin-1 towards the city limits, accelerating hard towards the crash-site, reaching it within minutes; the blackened husk of a large, pod-like structure was still smoking as he swept the Javelin's scanners over it, revealing a considerable amount of heat inside, but otherwise, no activity.

They needed to take a closer look.

Setting the ship down, Batman, along with his team of Spider-Man, Green Arrow, Nightcrawler, and Daytripper, disembarked. Glancing at the wreckage, Spider-Man gulped. "Okay…I'll take Every Sci-Fi Movie I've Ever Seen for $500, Alex."

"Take it easy, web-head," Green Arrow murmured, readying his longbow. "Bats, weren't we supposed to have backup?"

The second he said that, a flash of crimson haze appeared, depositing Doctor Strange, Captain America, Black Widow, Wonder Woman, and Emma Frost a few feet away. Meeting Batman's gaze, Diana smiled. "You called?"

Batman was all business, as usual. "We need to sweep this area," he said. "We're getting too much heat from this wreckage."

Doctor Strange looked towards the wreck. "Any movement?"

"Nothing yet," Green Arrow answered. "We figured we'd need help to comb every inch of this…"

"Ahem."

Emma's voice interrupted him. "While I have no problem at all assisting in such a splendidly time-consuming endeavour…but were you forgetting that you have a telepath at your disposal?"

Nightcrawler blinked…and then smacked his forehead. "Oh, _duh!_"

Cap turned towards her. "You can detect them through all of that?"

Emma shrugged. "Whatever metal they used seems to be partially PSI-shielded; it's meant to survive re-entry, so it had bloody well _better_ be tough," she answered, as she began to focus. "It might take some doing, but I think I should be able to crack this egg…"

"Excuse us?"

Turning, the ten of them saw four people – a family, onsisting of a father, mother, and two kids, a boy and a girl – standing there, their clothes covered with soot. "C-Can you tell us how to get to safety?" the father asked. "Our car got hit when that…thing landed! We were barely able to get away!"

The girl sniffled. "My arm hurts!"

Daytripper looked stricken. "Oh, it's okay, sweetie! As soon as we're done here, we'll get you all to…"

Batman's voice was deadpan. "I assume you remember the briefing?"

Daytripper's eyes went wide. "_Oh!_"

Doctor Strange nodded. "We need to be sure."

The mother looked stricken. "Sure of what?"

Green Arrow took out a thermal scanner, sweeping it over the four of them. "They're reading kinda warm, Doc; they _could_ be Skrulls."

Emma frowned as she concentrated. "If they are, they're more adept at impersonations than we thought; I'm not getting anything out of the ordinary."

"Then we need a blood-sample," Batman said.

The boy's eyes went wide. "Y-You think we're…_m-monsters?_"

The father's face twisted in anger. "What the hell is _wrong_ with you people? We're injured, and we need help, and you're giving us the Spanish Inquisition?"

Doctor Strange calmly raised his right hand, his left one moving to the small med-kit clipped to his belt. "It's alright, sir; I'm a physician, and I simply intend to take a small blood-sample from all of you," he assured them, taking out a small vacuum-sealed test-tube. "I promise, it will not hurt at all, and if you are who you say you are, you have nothing to…"

"Don't you even come _near_ us!" the father shouted. "My God, you're supposed to be the good guys, and you're treating us like _we're_ the criminals! You're not getting one _drop_ of our blood!" As the Doctor stepped forward, he moved to push him away…

Darting forward, Batman intercepted the irate man's hand with an iron grip, twisting just enough to cause him to cry out, falling to his knees. "Then we'll have to do this the _hard_ way," he snapped, before he twisted the man's wrist again, _harder._

_Crack!_

As the man's wrist snapped, he let out a scream of anguish…that quickly turned guttural as his vocal cords shifted along with the rest of his body, morphing back into that of a Skrull trooper. Before the Skrull could even react, Batman's knee shot out, burying itself in his face, knocking him out cold, as the Dark Knight's attention turned to the remaining three.

Their cover blown, the three disguised Skrulls resumed their normal shapes, as one switched on his communicator. "_Now!_" he shouted, before he and his comrades morphed again, shifting into pterodactyl-like horrors, flapping into the air and flying into the city…just as part of the rubble fell away, revealing a 12-man platoon of Skrulls, all armed, with a handful of tank-like vehicles behind them.

Emma sighed. "Charming."

Taking a second to evaluate the situation, Batman quickly devised a plan. "Wonder Woman, you, Spider-Man, Doctor Strange, and Nightcrawler are the most mobile; we'll need you to go after those three Skrulls before they cause any more damage. The rest of us will hold these ones here." Nodding, Diana and the Doctor quickly took to the air, flying into the city, as Spider-Man swung after her, while Nightcrawler vanished in a sulphurous cloud. "Those tanks are the largest threat; we need to keep them from getting onto the field – destroy the supporting structure around the exit!"

The very instant he said that, the Skrull troopers started firing, prompting Cap to repel their shots with his shield, while the others fanned out. "Easier said than done!" he exclaimed. While Cap blocked incoming fire, Black Widow drew her firearm, fitting a smoke-grenade to it, before looking over her boyfriend's shoulder and firing into the pod; the grenade shot over the Skrull defensive lines, filling it with smoky haze. Coughing, the Skrull troopers stumbled out of the pod, making them easy targets for Captain America's shield; with perfect aim, Cap let the vibranium/adamantium disc fly, bouncing off one Skrull, then the next, and then the next, one right after the other, until all twelve were down, as the shield flew back to his hand.

By then, the telltale whirring of the tanks' engines filled the air, as the massive vehicles started to move. Drawing an explosive Batarang, Batman threw it into the frame of the pod, while Green Arrow let fly with a cluster of explosive arrows, detonating them; the combined explosives did the trick, bringing down the pod on top of the tanks, trapping them inside…although not before one tank got out.

As the armoured vehicle lumbered down the ramp, Daytripper fired her force-beams at it…and got nowhere. "Not working, guys!"

Nocking an acid-arrow to his bow, Green Arrow let it fly; the arrow shattered on impact, letting the acid bubble on the metal of the tank's armour, softening it. "Try _that_ spot!" Taking aim, Daytripper let loose another beam, which dented the metal, but didn't break through.

Green Arrow's expression collapsed, turning to a grimace as the tank's main cannon started to turn, levelling at them. "Okay, Bats? Any ideas?"

Batman turned to Emma. "Frost."

Emma was already concentrating. "Very well."

The cannon had just taken aim at Green Arrow and Daytripper…and then it stopped, along with the rest of the tank, waiting for its pilot's next command.

But it never came; the pilot's mind was locked in fog, unable to respond.

Daytripper let out a sigh of relief. "Okay, that was close!"

"Closer than you might think," Emma muttered, her face scrunched in exertion. "Whatever materials these Skrull fellows use must have some PSI-shielding properties, making it rather difficult to establish and maintain a connection. If you'd be so kind as to make use of some more permanent solution..?"

Batman was already a step ahead; darting towards the tank, he fired more gel-clusters – two on its sides, two at the rear, by its engines, and three at the acid-weakened section at front – before he leapt onto the tank, firing several more gel-bombs at the main hatch, stepping back as he detonated them.

Explosions rippled the tank, blasting a hole open in the forward armour plating, ripping apart the tank's thrusters, tearing chunks out of its side-armour, and blowing the top hatch clean off. The Skrull pilot let out a cry of alarm as Batman reached in to grab him, lifting him out and slamming him with a side-kick, sending him flying and knocking him out.

With _this_ situation dealt with, the six of them paused for breath. "Okay," Daytripper asked. "Now what?"

Checking his communicator for status-updates and assistance-calls, Batman felt a mild frown cross his features. "The rest of you need to head to Gotham; a Kree landing-party has accidentally started a jailbreak at Arkham."

Green Arrow grimaced. "Damn. Those blue bastards don't know what they're in for."

Daytripper blinked. "What about you?"

"I'll be assisting with the situation here," Batman said, turning to Cap. "Captain, you're in charge; be sure to convey that to Robin and Batgirl."

Captain America nodded. "Good luck." With that, he and the others headed back to the Javelin, while Batman fired his grapnel-launcher, pulling himself up to the rooftops.

As the quartet of transformed Skrulls flew through the city, Wonder Woman flew after one, snagging its hind leg with her lasso, slowing it enough for her to catch up to it, landing on its back as if it were a riding-stallion. The Skrull howled in fury as it tried to throw her off, but Diana held fast, grasping its neck and slamming her fist into its face, knocking it out, before she took to the air again, letting it crash to the ground.

Seeing one of their brethren fall, the remaining three Skrulls turned around, ready to close on Wonder Woman, but they were startled by Doctor Strange as he emerged from his teleportation spell in mid-air. Focusing, the Sorceror Supreme unleashed a burst of eldritch wind, blowing the Skrulls out of formation, giving Spider-Man and Nightcrawler time to catch up; as one Skrull flew his way, Spider-Man leapt off his web-strand, blinding it with a web-glob to the face as he somersaulted over it, snagging its feet with another web-strand to swing under it, and then firing off another towards the ground, before mashing the two lines together and then leaping clear, allowing the elastic web-line to reverse-bungee the Skrull into the concrete. A third Skrull tried to dive after him, but a burst of brimstone right in front of his face sent him into a coughing fit, while Nightcrawler flipped onto its neck, covering its eyes with his hands; the Skrull roared in confusion, trying to maintain balance, until he was sent into a dive right into the ground, while Nightcrawler 'ported away at the last minute, as the Skrull knocked itself into oblivion.

Seeing his comrades fall, the last Skrull quickly dropped altitude, resuming his normal form and drawing his plasma-rifle, opening fire at his pursuers; a hailstorm of plasma-bursts screamed through the air, forcing Spider-Man to dodge, while Wonder Woman reflected any shots coming at her with her armlets. Unfortunately, only a fraction of the Skrull's shots came even _close_ to hitting their mark – the rest lanced past, tearing chunks out of the buildings behind them and sending tons of rubble tumbling downwards…towards a cluster of civilians – already bruised, battered, and bloodied from fleeing the invasion, thus far – who happened to be on the street below..!

His eyes wide with horror, Doctor Strange teleported himself amongst them, raising his hands towards the falling rubble. "_Benevolent Rings of Rangador, come to my aid!_" At his invocation, numerous concentric rings of ruby energy encircled himself and the civilians, repelling the rubble as it fell. Breathing a sigh of relief at the Doctor's quick save, Diana felt her ire rise, before she dove at the Skrull trooper, knocking him out with one flying haymaker, sending him flying across the street, to land in a trash-can.

With the danger passed – albeit momentarily – Wonder Woman relaxed, as she walked towards Doctor Strange. "Is everyone alright?"

""Alright" is a relative term, Princess, but yes, everyone is alive," Doctor Strange answered, automatically in physician-mode as he checked over his handful of patients, his med-kit at the ready. "Most of them have only cuts and scratches, but some have fractures…which sound like they could become compound soon, if their expressions are any indication; we have to get them to a med-evac, immediately."

By then, Spider-Man and Nightcrawler had touched down. "So…zhose aren't Skrulls, right?" Nightcrawler asked, gulping.

The Doctor simply gestured to their cuts, which were outlined in red. "I'm sure that will have to be verified at the evac-point, Nightcrawler, but yes, I am sure they're not Skrulls."

Diana smiled wearily. "We had best do so quickly; Hera only knows where the next attack will come from…"

"_Wonder Woman._"

Hearing Batman's voice over her communicator, Wonder Woman had a feeling that her question had just been answered. "I am here."

"_The Watchtower is detecting a platoon of your sisters engaging a Kree infantry unit several blocks from your location; so far, they are faring well, but we're detecting a Kree artillery-unit closing on them from the opposite direction._"

Wonder Woman flinched. "Understood, Batman; we will assist them with all haste!"

"_Wait,_" Batman interrupted her, before she could fly off. "_When you're there, once you've dealt with most of the infantry, have them re-deploy to several blocks east from their location._"

Diana paused, confused. "Why?"

"_No time to explain; you'll understand once I get there,_" the Dark Knight answered. "_I'm sending you the coordinates. Batman out._"

As Batman's voice faded, a set of coordinates flashed to life on her communicator. Turning to her comrades, Diana took a deep breath. "It seems some of my sisters are about to have trouble with some Kree artillery."

Spider-Man winced. "Ouch."

Doctor Strange nodded. "We are going to assist them, I gather?" he inquired, prompting Diana to nod. "We had best get moving, then; you had best head on without me – I must get these people to a drop-point, first."

"Of course," Wonder Woman answered. "Rejoin us when you can!" With that, the Doctor and his patients vanished into crimson haze, while the rest of them headed west, towards the coordinates they'd been given. As she took to the air, Diana cast a brief gaze to the sky, her face drooping gravely as she saw the flares of plasma-energy lighting the sky as they flew from the north into space. '_Hera, please let Kal and Zod get back here, soon…_'

XXXXXXXX

_North Pole_

_**TTTSSSHHHEEEWWW!**_

As the _StarLances_ continued firing, Power Girl could only watch from outside the Fortress' shield, as Krypto, Tin Man, Aquaman, Namor, Leviathan, Namorita, and Ro'Karon watched the sky with her. Seeing the latest plasma-plume fly away, the Atlantean General let out a soft whistle. "Those be mighty weapons, indeed; I cannot think of _any_ foe capable of surviving a blow so powerful."

"Powerful, but slow-firing, General," Power Girl muttered. "Even with extra EPMs, we can't fire them any faster; not without depleting our reserves too much to use anything else."

Casting a grim eye towards the clouds, which were flaring with weapons-fire, Namor felt a frown cross his face. "If they are still coming with so much being thrown at them, I begin to wonder if the Fleet can hold them back."

Glancing at the assembled Atlantean warships encircling the Fortress, Power Girl tried to calm her thoughts. "We've done all we can to prepare, King Namor; the rest is up to Kal and Zod."

Keeping her eyes on the air, Namorita slipped her hand into Leviathan's as she wondered aloud. "Are they close, now?"

Tin Man piped up. "_Affirmative, Co-Sovereign Namorita; the Fortress' sensors are detecting inbound hostiles: 12 Skrull vessels – comprised of 3 vehicle-transports and 9 troop drop-pods – along with 9 Kree drop-ships and 4 Shi'ar drop-ships. Overall offensive complement is in range of 750 infantry and 100 armoured units._"

Just as he'd spoken, Krypto started growling, seeing and hearing exactly what Power Girl was: 25 vessels breaking through their defensive fire, and making a beeline for the Fortress. "Kurox, do we have the power for an offensive software-package?"

"_Affirmative, Mistress Ka-Lir; our power-reserves are sufficient to deploy one Attack-Package,_" Tin Man answered. "_I also recommend activation of sensor-jamming for as long as possible to inhibit their ability to land, as well as disable their ability to call for reinforcements._"

Power Girl nodded. "Do it!"

Namor turned to General Ro'Karon. "Give the order to the Fleet: fire at will!"

"Aye, Sire!" Ro'Karon boomed, before switching on his communicator. "Alright, sea-maggots! You know what to do; I do not want to see even _one_ of those space-dogs landing here! _Shoot them DOWN!_"

With that command, the entire Atlantean Fleet opened up on the invaders, their laser-cannons and torpedoes screaming into the air, slamming against the shields of the invasion-force; at first, the invaders shrugged off the counterattack, until one Skrull ship picked up an outbound signal from the Fortress, putting it through…which unleashed the viral Attack-Package that the outpost had sent through. In seconds, the semisentient computer virus devoured the ship's entire OS, rewriting new code in its wake, putting itself in control of the vessel, before sending out copies of itself through the ship's radio; before even a minute had passed, a third of the entire force – four Skrull ships, three Kree vessels, and one Shi'ar ship – had fallen to the virus, their shields completely disabled as they veered off into dangerous dives, making them easy targets for the Atlanteans.

By then, the remaining invaders had gotten wise, and ceased all communications with their infected brethren, thereby stopping the virus from spreading further, while their shields absorbed the incoming shots with little complaint…until a plasma-blast from a _StarLance_ blistered through the middle of their formation, vaporizing a Kree and a Shi'ar ship in an instant, forcing the rest of them to scatter, spreading out their landing, their navigational systems already muddled by the Fortress' jamming. The Atlantean warships kept firing, concentrating their shots on several ships at once, felling one more, then two, and then three, but the rest managed to land, quickly opening and deploying their forces – minutes after their vessels had landed, almost 500 combined Skrull, Kree, and Shi'ar infantry flooded towards the Fortress' shield, while 75 armoured vehicles plodded along beside them, opening up on both the Atlantean Fleet and the Fortress.

As the storm of laser-fire raced across the polar ice, the Fortress' shield absorbed it with little effort, rippling like water with each impact, never giving an inch; the Atlantean Fleet didn't fare quite so well – the incoming beams slammed into the first line of Atlantean cruisers, peppering them with explosions. The cruisers promptly returned fire, but their shots did little against the tanks' shields. Grimacing, Namor turned to Power Girl. "Our shots do not seem to have any effect, child; we need more firepower, or we will be overrun!"

Power Girl was one step ahead of him. "Fortress: arm Quasar-Class Point-Defence Turrets – as many as possible without hindering the _StarLances!_" she shouted into her communicator, before turning to Tin Man. "Kurox, _stop_ those tanks! We'll deal with the infantry!"

"_Affirmative._" Instantly, Kurox shifted into flight-mode, taking to the sky and rocketing over their defensive lines, while two dozen defensive turrets grew out of the ice behind the shield, unleashing a hailstorm of dark-blue energy-bolts into the approaching armoured vehicles. Slowing its pace, the lead Kree tank tried to line up another shot before its shields began to drop too low, but it never got the chance: Tin Man dropped out of flight right on top of it, his massive crystalline bulk turning him into a cannonball as he smashed through it, turning it into a metal pancake. Walking out of the resulting impact-crater, Tin Man walked towards a nearby Shi'ar tank, ignoring the shots from the surrounding Shi'ar infantry as they bounced off his force-field. Closing on it in seconds, Tin Man flexed his clawed fingers, before slicing into the tank's armour; the gouges he left instantly became rimmed with white crystal as the nanobots from his Nanite-Spreader began chewing through the tank, leaving the hapless pilot behind.

As he turned, Tin Man was sent flying by a cannon-blast from a Skrull tank, sending him stumbling across the ice, with about 10 percent missing from his shield-strength; doing a handspring, Tin Man spotted his attacker, and armed his Plasma-Cannons – the large crystal spikes on his shoulders flipped down to point at the tank, before they sent twin plumes of molten energy screaming towards it, blasting it apart and flash-melting the rubble instantly. The destruction did not stop there: glowing with heat, the molten metal sank through the ice without effort, weakening the surrounding ice-pan enough to collapse, sending a Kree tank and about 20 Kree infantrymen toppling into the frigid water.

Charging past the beleaguered Atlantean warships, the mishmash of Kree, Skrull, and Shi'ar infantry – too preoccupied with their prize to bother with their differences – raced towards the gleaming shield of the Kryptonian outpost, but their advance was halted fast, as Power Girl darted towards them, unleashing a burst of gale-breath, blowing ten of them clear across the polar ice, while the infuriated Superdog charged at ten more, turning himself into a fanged dervish as he bit through the plasma-rifle of one, tackled a second, grabbed the leg of a third and whirled him around to throw him into two more, and then flew straight at a fourth, biting into his shoulder and continuing on, rolling the motion into a somersault-throw and tossing the unlucky Shi'ar, turning him into a living bowling-ball and knocking over three more infantrymen.

Despite everything, Power Girl couldn't help but laugh. "_Good boy!_"

Spotting a Kree platoon closing from the east, Namor took to the air, flying over the twenty-man squad, and then diving straight at them, his battle-cry chilling the already-frigid air. "_**Imperious REX!**_" Namor roared, diving straight into the middle of the platoon, smashing his fist into the ice, shattering it and sending them all tumbling into the frozen waters. The Kree thrashed helplessly, trying to pull themselves free, but Namor simply flew back out, utterly unaffected; about to target an approaching Kree tank, Namor was struck in the back by a plasma-blast, sending him falling to the ice. Seeing him fall, four Skrull troopers raced towards him, but Leviathan and Namorita quickly intercepted them; racing forward, Leviathan slammed the first trooper with a haymaker, while Namorita somersaulted over him, taking down the second with a flip-kick. The remaining two began to transform, but Leviathan closed on the third, slamming his scaled skull right into his nose, knocking him out, while Namorita nailed the fourth with a flying kick, stopping him in mid-morph.

With the four Skrulls downed, Namorita rushed to her cousin's side, helping him up. "Namor, are you alright?"

Coughing to catch his breath, Namor stood up, frowning as he saw the approaching tank bearing down at them. "I have fared better."

Seeing the tank rumble their way, Leviathan got a crazy idea. "Namor, toss me at it! I can take it out!"

"Don't be foolish, boy; none of us can hope to punch through that armour plating!"

"Sir, my skin's a _lot_ harder than yours is; if you throw me at that thing as hard as you can, I should be able to break through!" Ron insisted.

Namor paused, considering Leviathan's words. Namorita looked worried. "Ron…"

Leviathan just grinned. "Come on, your Majesty; you _know_ you want to!"

Namor's grin was sardonic. "As you like." With that, he grabbed Leviathan by the belt and the scruff of his neck, spun him around, and threw him straight at the tank; pulling his arms to his sides, Ron turned himself into a living torpedo, letting himself accelerate through his arc as he smashed through the tank's shielding to crash through its hull.

For a moment, the tank kept coming, prompting Namorita to fear the worst…until a Kree pilot was violently ejected from the Ron-shaped hole in the tank's hull, before the tank suddenly swerved, crashing into another, wrecking both vehicles, as a very dizzy Leviathan stumbled out of the first tank.

"_RON!_" Namorita cried, rushing over to him. "Are you okay?"

Ron just groaned. "For future reference, 'Nita…if I _ever_ ask your cousin to use me as a cannonball…talk me out of it, will you?"

Namorita half-chuckled. "Of course!"

Seeing the invading infantry moving through the Fleet's lines, Namor scowled, switching on his communicator. "General, order our reserve units to engage incoming infantry!"

Across the battlefield, General Ro'Karon heard his King's order. "All reservists, deploy immediately! _Give these dogs the steel!_"

As the invaders passed by the Atlantean cruisers, panels in the warships opened up, allowing several hundred Atlantean Naval Reserve soldiers to pour out, armed with rebreathers and energy-lances, closing with their foes immediately. Taken completely by surprise, the invading infantry barely had enough time to react as the seafaring warriors grappled with them, staining the white of the ice green, red, and blue with Skrull, Shi'ar, and both Kree and Atlantean blood. Spotting one Skrull trooper charging him, Ro'Karon drew his massive war-trident, bayoneting the shape-shifter and tossing him into two Kree soldiers, while Aquaman slammed an approaching Shi'ar infantryman with a uppercut, before whirling the motion into a back-kick, knocking a Kree back into a cluster of Skrulls.

Sensing the mounting resistance, numerous Skrull troopers began to shape-shift, morphing into bat-like, winged versions of themselves, before flying over the mass of troops and warships, heading for the Fortress…but they never even got halfway across, as Power Girl shot into the sky, blowing three morphed Skrulls across the ice with her gale-breath, and pelting three more with light-blasts. Seeing one fly straight at her, Power Girl darted straight up, causing its charge to miss, before flying right back down, her elbow slamming into the creature's skull, knocking it out and sending it falling back to the ice. The remaining five Skrulls tried to respond, but they never got the chance; with a feral growl, Krypto darted into the air in the wake of his Master's Mate, grabbing one Skrull by the seat of his pants with his teeth, and used him as a makeshift club to slam three of them out of the sky, to finish by tossing him into the fifth, knocking them both out.

Pausing for a moment, Power Girl glanced down at the chaos below; in spite of everything, they seemed to be doing okay – it looked like they were managing to hold off the invaders…

Tin Man's voice over the communicator-frequency stifled those happy thoughts. "_Mistress Ka-Lir, continued use of the Point-Defence Turrets and Sensor-Jamming is depleting power-reserves at too great a rate; if we continue using them, the StarLances' rate of fire will be affected!_"

Power Girl grimaced. "Deactivate the _Quasars_, and reduce Jamming to the lowest possible setting!" she ordered. "That should at least slow down any more ships trying to land – _arrgghh!_"

Her order was cut off as a flaming, stony fist, attached to an elastic arm, shot up from the ground, slamming into her abdomen and sending her falling. Letting out a yelp, Krypto dove after her, catching her by the belt with his teeth and setting her down on the ice. Tin Man reached her seconds later, assuming his defensive state and extending his shields around her, while Aquaman, Leviathan, Namor, and Namorita quickly followed. "You okay, Diva?" Ron asked.

Lightly coughing, Power Girl stood up. "I guess," she muttered…before she saw who it was that had struck her.

His pace unimpeded by the battling Skrull troopers, a tall, well-built Skrull man strode towards them, his right fist blazing with heat. A few steps behind him was a fairly tall, lithe Skrull female, clad in ornate, violet-metal battle-armor, her head encircled by a golden coronet, with what looked like a rapier strapped to her waist.

Power Girl recognized the Skrull man. "Kl'rt," she spat, before glaring at the Skrull woman. "So I'm guessing that makes you the Skrull Empress."

"Correct, half-breed," Kl'rt sneered. "You address the Holy Empress Veranke, Sacred Voice of the Empire…and your future ruler."

Namor scowled. "My people and I will be _dead_ before we bow to you, alien!"

Kl'rt chuckled dryly. "As you like, water-breather; we care nothing for your kind," he shot back. "It was only to oversee the conquest of this outpost that Her Holiness and I…"

But Veranke's elegantly-raised hand silenced him, as the Empress' gaze met Power Girl's. "Your cause here is hopeless, whelp; even as I speak, more of my ships are weaving through your defensive fire and coming here," she hissed. "You have but one chance for survival: surrender this outpost to me _immediately._"

Power Girl just glared back. "Up yours, you barf-green _bitch._"

At that remark, Kl'rt's eyes went wide, while Veranke's mouth dropped open, her mind – used only to complete and utter _reverence_ – was reeling to comprehend such an outright _insult_…before her face twisted in fury. "_You DARE?_" she exploded.

"You bet your pompous _ass_ we dare!" Power Girl snapped. "The people of Krypton have never and _will_ never yield to your kind of tyranny…and neither will the people of Earth!"

Namor half-chuckled. "Arthur, I do like how your friend's paramour makes enemies for us."

Aquaman snorted. "Yeah, like you'd have said anything different."

Kl'rt looked just as mad as his Empress. "Then know this, half-breed: on this day, you have condemned _every_ being on this planet to _DEATH!_" he roared. "Beginning with _YOU!_"

Taking a deep breath, Power Girl cast a brief glance skyward. '_Okay, tausha; any time, now..!_'

XXXXXXXX

_Nirion System_

By the time the _Wrath_ and her sisters had towed Sentrius to the World-Gate, fifteen minutes had gone by…which made it fifteen minutes too long for Superman's liking. Gazing out through the main view-screen, Superman could clearly take in the sight of the Gate, now expanded to over a hundred _times_ its original spacing, making it just large enough for Sentrius and the Superdreadnoughts to pass through. "We're here, General."

Dru nodded. "Begin accessing the back-door subroutines," he ordered. "Sentrius: activate the Trans-Phase Sub-Spatial Wave-Jammer; if the invaders are in-system, I want their engines jammed the minute we're through!"

"_Acknowledged._" At Sentrius' calm response, the crystalline device embedded in the ceiling began to hum, slowly crackling with electrostatic energy as it pulsed its disruptive waves through the fabric of sub-space, shifting it, and thus rendering parts of it useless to certain step-through technologies.

Like those of the Kree, Skrulls, and Shi'ar.

As the Wave-Jammer whirred to life, Superman finished inputting the address of the Sol System; in seconds, the now-enlarged Gate spun a massive wormhole, leading back home. "World-Gate is active, General! I am preparing to bring us through…"

"Not quite yet, Cadet," Zod interrupted. "With our Command Modules, it will be easy enough to remotely command Sentrius, so for now, we will place Sentrius herself on autopilot, and engage the enemy from the Superdreadnoughts; I will command the _Wrath,_ the _Fury_, and the _Valiance_, while you will command the _Perseverance_, the _Cunning_, and the _Ardor._ Once committed, we will use the Superdreadnoughts to outflank their capital ships, and let the Stealth-Speeders and Fighters mop up their fighter-craft and bombers, while Sentrius provides suppressing fire and electronic support."

His wry smile returned. "As soon as their forces are properly decimated, we will locate the leaders of this little fracas – the Kree Accuser, the Skrull Commander, and Kral'Nor's two whelps – and capture them."

Superman chuckled dryly. "Likely easier said than done."

"Nothing worth doing is easy, boy," his godfather admonished. "Still, it will take some time for the sun's energy to replenish our powers, at this point, and we will want to finish this with some haste; one weapon each should be enough, wouldn't you say?"

Superman grinned. "Sounds good." Looking up, he added, "Sentrius: synthesize one Nano-driver Array Belt, along with one Targeting Eyepiece." Instantly, a dark blue metal belt, lined with eight nano-crystals, appeared in his hands, along with a single crystalline eyepiece. Fitting the Eyepiece over his right eye, Superman clipped the Belt over his own belt.

Zod chuckled. "Versatility over force, eh? Just like your father!" he joked. "Well, I never had much use for subtlety in war; Sentrius: prepare one _Vindicator_-Class Rotary Heavy-Laser Cannon, standard configuration." Seconds later, the large, crystalline cylindrical cannon – big enough to require both of Zod's hands to aim it – appeared in front of Zod, its barrel ending in two flat, rotating crystals. Taking it, Dru tapped a panel on the Cannon, causing it to retract, shrinking back down to a small, pencil-sized cylinder. "Well, I suppose we've kept everyone waiting long enough; shall we?"

Superman nodded. "I think so."

"Good." Zod looked up. "Sentrius: teleport Commander El aboard the _Perseverance_, and myself to the _Wrath._ After that, prepare for World-Gate transit."

"_Acknowledged, General, Commander. Good luck._"

Seconds later, Superman felt the teleporter-wave enshroud him, and then release him, depositing him on the bridge of the _Perseverance_; to be honest, it was remarkably similar to Station Command, but much smaller, and with fewer consoles, since it only needed to oversee the systems of one ship. Moving to the commander's chair, he sat down, quickly doing a system-wide scan, making sure the ship was ready. "_Perseverance of Von-El_ calling _Wrath of Krypton_; everything is green. The _Cunning_ and the _Ardor_ report in ready, too; we're good to go!"

"_Excellent, Cadet; all ahead full!_" Zod ordered. "_Take us home!_"

"Aye, sir! All ahead full!" Superman responded, entering the commands; the ship's A.I. responded, powering engines, sending a faint tremor through the bridge as the Superdreadnought's massive engine-pods began to push the colossal vessel towards the World-Gate's swirling vortex. The _Wrath_ followed suit, along with its four other sister-ships, towing Sentrius into the event-horizon.

As he watched the vortex inch closer and closer, Superman felt his unease only intensify. '_Hang on, guys…just a little longer…we're coming..!_'

And then, the _Vigilance_ contacted the event-horizon, stretching on through the wormhole; the _Wrath_ was next, followed by the _Ardor_, the _Cunning_, the _Valiance_, and then the _Fury_, before Sentrius itself was yanked through, pulling it across the universe towards Earth…

XXXXXXXX

_Doomstadt, Latveria, Earth, a few minutes earlier_

The black sky over Latveria was lit up with laser-fire as the Royal Latverian Air Force engaged the invading fighters; drone-ships and star-fighters flitted through the air, their weapons blistering, while the massive flagship – hurried back into service after its crash-landing – fired its cannons as fast as it could, felling one or two fighters here and there, letting its armor soak up as much punishment as possible, giving its fighters a chance to shoot down invading ships.

While their King was engaging the enemy from above, Latveria's citizens were in full retreat below; as a full platoon of Kree troopers advanced on their stronghold – a village fortified as best as possible – the local militia, consisting of about two dozen men, armed with the best firearms they had, opened up with suppressing fire, slowing the Kree and giving the women and children time to flee to safety, while the invaders' weapons blasted apart their fortifications, setting the village ablaze, as the slower-advancing tanks pummeled the village with cannon-fire.

As the Kree troopers broke through their last defensive line, one militiaman opened fire with an old musket he had; his aim was true, as his shot pierced the first Kree's skull dead-center, sending him falling, but the trooper behind him let loose with a plasma-blast, burning him to cinders. Gradually inching back, the militiamen kept firing, but the Kree refused to yield, burning four more of them to nothing with plasma-fire; if they kept this up…

Suddenly, a cloud of green haze appeared in the very center of the Kree platoon, before a wall of deadly sonic force ripped the platoon apart, sending the rear five lines of troopers flying out of the village. Startled, the front ten Kree turned to find a bruised, smudged, tired, and _very_ angry Siryn staring them down. "_EL'KRAN INCENDAR!_" she shrieked, summoning a flail of deadly eldritch flame that ripped through the Kree with almost no effort…before she fell to her knees, exhausted beyond belief.

"My Princess!" one militiaman cried, rushing to her side. "Highness, are you alright?"

Siryn gasped for breath, letting the citizen help her up, not realizing just how _loud_ she'd made that sonic scream. "I…I am fine," she whispered. "My apologies…for taking so long to get here…there have been many other villages…"

"Do not apologize, my Lady; it is more than enough that you answer our cry for help," the militiaman answered, before glaring at his comrades. "At attention, fools! Your Princess is here!"

Siryn coughed, trying to clear her throat – raw from one scream after another – as she steadied herself. "What is the situation?"

Another militiaman grimaced. "Dire, Highness," he answered. "We are surrounded on all sides; these blue monsters have landed on both the east and west gates, cutting off all possible escape! Their artillery is pounding us from the west, and their infantry is charging from the east; we have tried to call for help, but His Majesty…"

"…is preoccupied with the brunt of their air-assault," Siryn finished. "If I can help you hold back their infantry long enough…can you, your men, and your families get to safety?"

The militiaman saluted. "_Easily,_ Highness!"

Taking a deep breath, Siryn marshalled her remaining strength. "Assemble the militia; have half of them gather the women and children near the east gate and be ready to run at a moment's notice! Everyone else will follow me ahead of them – once we have driven back the Kree enough, we will signal for a retreat! Is that understood?"

"_Aye, Highness!_"

The chorus of "ayes" managed to lift Siryn's spirits. "Good," she said, before her expression turned firm. "Let's _move!_"

At her order, half the militia followed Siryn to the eastern gate, already crumbling under the barrage of plasma-fire from Kree infantry rifles. Inhaling deeply, Siryn shielded herself with a barrier-spell, before stepping out of the gate – wincing as the plasma-bolts bounced off her barrier – and unleashing an even _louder_ sonic scream; the sonic pulse rippled across the blackened field, tearing into the hundred-man Kree platoon and taking out one tenth of their force. Almost dropping to her knees, Siryn thought she could taste copper in the back of her throat, but she pushed that thought aside; expanding her barrier to cover her troops, she gave the order. "_Charge!_"

Instantly, the militiamen raced out of the gate, staying behind her barrier as they charged the Kree shock-troops, blazing away with their firearms, felling two or three Kree every so often, but left the rest to open fire on Siryn's barrier. Suppressing a cry of utter exhaustion as her shield absorbed the blasts, Siryn summoned a three-pronged blast of lightning, sending it arcing along the ground to electrocute 15 more Kree, but the effort weakened a section of her spell, allowing one lucky plasma-barrage to break through that portion, incinerating two of her troops. Horrified, Siryn reinforced her barrier with all she had, but the Kree kept blasting away.

She had to do something _now_, or she wasn't going to last.

Waiting for a brief pause in the laser-barrage, Siryn gathered as much energy as she dared, and focused it _down_, into the ground; her earthquake-spell rippled through the earth, tearing up the ground and sending the Kree into utter disarray, halting their advance completely. "_NOW!_" Siryn shouted, tasting warm copper, once more. "_RETREAT!_"

The very second she said that, the remaining half of the militia, along with an equal number of women and young children, raced out of the east gate, heading for the mountains, to safety. Seeing them flee, several Kree tried to take aim at them, but Siryn let loose another sonic scream, blasting them away…before doubling over, as trickles of red leaked through her lips. Minutes later, the laser-barrage started again, forcing Siryn to raise her shield once more…with less than half of her original energy.

Coughing, she managed to speak, her voice scratchy, a far cry from its normal tone of command. "I said…retreat…" she scratched out, half-gazing towards the remaining militiamen.

Their leader shook his head as he fired on the Kree. "Highness, we cannot leave you to these animals!"

Siryn coughed. "That…is an _order_…"

The militiaman grimaced. "But Milady..!"

Siryn scowled; obviously, reason was not going to work. "_GO!_" she shouted, before summoning as much energy as she could; in seconds, green haze enshrouded her troops, taking them far away, to meet up with the rest of the villagers. With her people safe, Siryn let out a cry of anguish as the plasma-blasts of Kree rifles slammed into her shield; desperately, she tried to weave a teleportation spell, but she had no more energy – her inner wellspring had run dry.

With one last laser-salvo, the Kree shattered Siryn's shield, the mystic feedback knocking her to the ground. Dazed, Siryn struggled to her knees, her vision blurry as more red trickled through her teeth, vaguely able to see the Kree troopers marching towards her – their shots had ceased, since she was no longer a threat.

They were in no hurry.

With some last, half-ditch echo of the survival instinct, Siryn – Anita – tried to get up…and couldn't. She was done.

That thought brought a weary smile to her face. She had done her duty to her people – her Papa would be proud.

But, more importantly, she had done the _right_ thing. Superman – _Clark_ – would be proud, as would her friends…no, her _former_ friends, now. She only hoped that Clark would not be too saddened by her loss.

The others would likely dance on her grave, not that she could blame them.

Still, she had done what Alison had done; when everything was on the line, that little twit had stared death in the face…and now, so had she.

The old Anita would have _never_, even in her wildest dreams, _ever_ considered the possibility that she would _ever_ have admired Blaire so much as to emulate her, if only subconsciously.

By now, the Kree were only a few feet away; she could clearly see the lead trooper drawing a wicked-looking knife. Taking one last breath, Anita bowed her head in acceptance, closed her eyes…and waited for her end to come.

There was a flash of light in the distance, before thunder roared in Anita's ears…which became another kind of roar.

Confused, Anita looked up…just in time to see a glint of metallic skin, as a living-metal titan leapt over her, smashing the lead Kree with a haymaker, covered by twin bolts of lightning, electrocuting the surrounding Kree and driving them back. Looking around, Anita was flabbergasted to see Thor, Ms. Marvel, Iron Man, Pyro, and Colossus…along with Berzerker, Boom-Boom, Jubilee, Iceman, and the Martian Manhunter.

Noting her expression, Thor smiled pleasantly. "How fares the day, young one?"

Anita could only stare.

"_It's been a hell of a time trying to catch up with you, missy,_" Iron Man joked. "_When the Watchtower picked up someone responding to distress-calls in Latveria, Bats figured, since Alison said you were here, it was you. We figured you could use a hand, once we figured out how to track you._"

Anita was frozen to the spot, until she felt a familiar pair of strong arms embrace her. "_Anita!_" Piotr exclaimed. "Anita, are you alright?"

Anita was still trying to wrap her mind about what had just happened. "Piotr?" she murmured, her voice raspy. "You…you came?" She glanced at the others. "You all came…for _me?_ D-Don't…don't you _hate_ me?"

Boom-Boom chuckled. "We were _pissed_ at you, but we got over it," she said. "You may be a snobby, egocentric control-freak with _major_ Daddy-issues, but you're _our_ snobby, egocentric control-freak with Daddy-issues, LeRoux."

Iceman nodded. "Sorry, Princess; you're stuck with us."

Anita wanted to cry.

Pyro rolled his eyes. "Awright, awright! Enough with the bloody soap-opera!" he snapped. "Are we here to talk, or to _fry_ these wankers?"

J'onn nodded. "The Kree are receiving reinforcements from several drop-ships, nearby; any units we take out will only be replaced if we simply engage them here."

"Then we need to hit them both here and at the drop-sites!" Ms. Marvel said. "If Iron Man, the Manhunter and I go after those drop-ships, can the rest of you hold things here?"

Pyro laughed. "Easy as pie, sheila!" With that, he flicked on his lighters, unleashing a torrent of pure flame into the recovering Kree infantry, setting more than half of them ablaze, sending them running for the hills. While the three fliers took to the air, Iceman spotted several Kree tanks hovering towards them; icing himself over, he let loose a stream of frozen air, flash-freezing the moisture ahead of him into one solid mass, raising a miniature glacier between them and the tanks, blocking their shots.

By the time they had recovered from the shock of Pyro's rampage, about 25 Kree troopers remained standing, none of which were particularly happy about it…not that the laughing pyromaniac noticed. Taking aim, they were about to unload a full clip into him, but Berzerker let fly with a blast of sheet-lightning, taking down 5 troopers, while Jubilee's fireworks flitted towards the rest, sending them stumbling away. With the Kree distracted, Boom-Boom darted through their lines, dropping little flashes of light as she went…which erupted into fair-sized explosions, sending half of the Kree flying across the battlefield. Hopelessly disorganized, the remaining 10 Kree opened fire, forcing their attackers to disperse, before closing on Colossus and Siryn, thinking them easy targets.

_Big_ mistake.

His eyes narrowed with utter fury, Colossus set Anita down, before standing in front of her, letting his metal skin absorb the incoming fire; the second the first Kree walked into range, Colossus' fist shot out like a piston, practically _imploding_ the invader's face as it connected, sending him crashing into two more, knocking them out. A fourth Kree charged at him, but Colossus' metal foot in his gut stopped him cold, sending him spinning in mid-air, as the metal mutant grabbed him and flung him like a javelin, knocking him into a fifth. Shrugging off the shots of two more, he raced towards them and smashed them senseless with a double-piledriver, before thundering straight at the eighth as he approached the dazed Siryn, grabbing him and slamming him into the ground with a suplex move. Catching his breath, he turned to glare at the last two.

The remaining Kree did the smart thing: throwing their weapons down, they turned and ran off.

As the six Kree tanks blasted away at the ice-wall blocking them from their targets, their scanners were drawn upwards by the sight of a tall, blond-haired, armoured humanoid brandishing a war-hammer; his eyes narrowed on his target, Mjolnir at the ready, Thor let out a deafening roar as he dropped straight down on the lead tank, swinging his hammer down just as he hit ground, his strike practically _bisecting_ the armoured vehicle as it bent the tank in on itself. Standing back up, he was struck in the back by a cannon-blast, which only incensed him. "Foul invaders!" he bellowed. "Woe to _any_ who strike the son of Odin!" Charging his hammer, he pulled back and let it fly; arcing perfectly, the thunder-charged Mjolnir spun towards Thor's attacker, smashing into it and unleashing a maelstrom of electricity, before arcing left and slamming into a third tank, disabling it as well, and then spinning back towards its master's hand.

Seconds before Thor reclaimed his weapon, a fourth tank started to draw a bead on him, but its cannon was suddenly plugged up by a stream of ice, causing it to backfire spectacularly as Iceman sped by on an ice-sled, leaving a frozen path in mid-air as he moved. Breezing towards the fifth tank, he let loose twin ice-streams, freezing its armour brittle, but not enough to stop it from firing at him; swerving his sled, he managed to evade its shots, while drawing the attention of the last tank…just as he'd planned. Timing his motions just right, he darted in front of the frozen tank just as its comrade fired – the laser-blast blew through the frozen metal easily, while Iceman darted away, turning towards the sixth tank, increasing the frontal ice-mass of his sled as he got closer.

By the time he'd reached the tank, his sled had grown into an ice _boulder_, which smashed right through the vehicle's armour and sent him flying off of it; quickly forming another sled, he managed to break his fall enough so that he landed only dazed, not hurt.

While their comrades dealt with the Kree ground-forces, J'onn, Iron Man, and Ms. Marvel quickly closed on the two Kree drop-ships; once they were within visual-range, they could see another Kree platoon emerging from one ship, while several more tanks were rolling out of the other. Seeing them approach, the Kree troopers quickly opened up on them, but the Martian Manhunter countered even quicker, unleashing a telepathic surge that sent them into convulsions of agony, sending them falling to the ground. Drawing a bead on the tanks, Iron Man powered his Unibeam, unleashing a massive repulsor-blast directly from the Arc Reactor in his chest, blasting apart two tanks and collapsing the second drop-ship's ramp, stopping any more armoured units from getting out. With the tanks trapped inside, Ms. Marvel launched a full barrage of energy-bolts into the ship, blasting it apart from the inside and causing its hangar-bay to collapse. As the last active tank tried to hover away, J'onn telekinetically grabbed it, and lobbed it straight into the other drop-ship, smashing through its hull and blowing it apart with a massive explosion.

With the drop-ships taken out, J'onn, Ms. Marvel, and Iron Man quickly flew back towards their comrades, touching down as they started to regroup. "Situation?" Ms. Marvel asked.

Iceman staggered to his feet. "Under control," he said. "For now, we're good."

Laughing heartily, Thor clapped Iceman on the back…which knocked him back down again. "Good, indeed, lad! Yon metal wagons were dispatched in a manner that even Ymir _himself_ would be hard-pressed to best! Well _done!_"

Bobby coughed as Jubilee helped him up. "I don't know what'll kill me first: Kree lasers or Thor's congratulations," he quipped, causing her to giggle.

J'onn looked grave. "Any news on the others?"

Iron Man checked his suit's uplink. "_Not great,_" he answered. "_We've got invaders dropping all across the globe; we're managing to stay ahead of it, but just barely. Orbit-side is just as bad; Lanterns are running low on power, allied ships are taking damage…hell, even the Argo is running out of steam!_"

Pyro snorted. "Supes and that Zod wanker are sure taking their bloody sweet time."

Boom-Boom's eyes narrowed. "We'll be sure to let the General know you said that."

"We do not have _time_ for this!" Colossus cried, lifting Siryn into his arms. "Anita is _hurt!_ We have to get her to a hospital, _now!_"

Glancing towards their former teammate – with trickles of red staining her chin – Jubilee paled as she realized how bad a beating Anita must have taken…and given in return. "_God_, Anita, why didn't you _call_ us and ask for help?"

Siryn's voice was only a pale whisper, a shadow of its former self. "…was…no time…"

"Do not talk," Colossus warned her. "Thor, can you teleport her to one of the medical drop-sites?"

Thor nodded, looping Mjolnir's wrist-strap over his shoulder as he lifted Siryn from Piotr's arms into his own. "With all possible haste, friend."

"_N-No!_" Siryn cried, coughing as she reached for Piotr. "My…my people…I cannot leave them…"

"_You're not leaving them, Princess; you're just delegating,_" Iron Man said. "_Your old man probably does it all the time._"

Piotr nodded, smiling as he reached over to take her hand, tenderly caressing her knuckles. "You have left your people in good hands, Anita; we will take over from here."

A relieved smile crossed Siryn's face, before her vision started blurring, again, leaving her time for just one last plea. "Stay…safe…" she whispered, before her eyes fell closed…

…and then, she knew no more.

XXXXXXXX

_Gorilla City_

For the first time in likely 500 years, the jungles around Gorilla City knew war.

With the cloaking-field taken down, the city stood revealed as its orbital-defence turrets, repaired and rearmed, took aim at the sky, unleashing torrents of laser-fire into the air and into space beyond, lighting up the sky as explosions echoed through the clouds; the local fauna could only flee for their lives as flaming rubble rained from the sky, while a handful of ships, lucky enough to make it through the defensive phalanx, landed near the city's outskirts.

As platoons of gorilla-soldiers were dispatched to repel the incoming troops, Mystique, Wolverine, Storm, the Black Panther, and a de-Hulked Bruce Banner held position in the palace's central core with King Solovar, while dozens of gorilla officers pored over computer readouts, tracking movement just beyond the city's walls. "My King, our forces have engaged the incursion-force on the western sector; they're managing to hold the Blue Beasts there, but we're detecting artillery-units inbound!"

Solovar grimaced. "Once they're in range, arm our point-defence turrets, and instruct all citizens on the west side to brace for incoming siege-fire!"

Wolverine could only scowl. "We should be out there, now."

"Until we have a better idea of their battle-plan, we will not be much help," Black Panther insisted. "As much as I loathe simply doing nothing, we must hold position here."

Storm looked worried. "T'Challa, you did not have to come here with us; your people likely need you…"

"T'Shondra is more than capable, my Wind-Rider; she can coordinate Wakanda's defence well in my absence."

Bruce was equally grave. "Any word on everyone else?"

Checking her communicator, Mystique grimaced. "Not great; we're holding things, but unless something changes, we're going to start losing…"

"King Solovar?"

Turning, the five of them spotted four gorilla-soldiers as they walked into the core-chamber. "My apologies, Sire, but we bring news from the northern sector."

Solovar arched an eyebrow. "The northern sector?" he repeated. "The invaders have not yet breached that part of the city; they're not yet anywhere near it…"

The gorilla flinched. "Er…yes, Sire; that was why we came! We have reason to believe they will strike there next!"

That hesitation wasn't much, but it was enough to set Wolverine on-edge; he promptly took a deep sniff…and growled, popping out his claws. "They don't smell right!"

Now Solovar was suspicious. "State your serial numbers!" he ordered. "Who are you?"

The four gorillas flinched. "Who are we?" the first asked…before his face twisted in hate. "_Your death!_" With that, he drew his laser-pistol, taking aim at Solovar…

Black Panther was already in motion; drawing one of his knives, he let it fly, burying it in the shoulder of the first gorilla and ruining his aim, while Storm let loose a gust of wind, blowing back all four, as Mystique drew her guns and peppered them with shots; her aim was true, piercing the gorillas with several bullets each…but they didn't fall.

They simply shifted, morphing their bodies back to their natural states: _Skrulls._

Their ruse exposed, the Skrull infiltrators morphed again into a cornucopia of unearthly shapes: a large, scorpion-like creature, a dark-green-furred ape-like beast, a sleek, tiger-esque monster, and a tarantula-like horror.

For the most part, Mystique was unnerved…but at the same time, she couldn't help but feel a twinge of envy.

Scuttling forward, the scorpion-Skrull snapped at Black Panther with its pincers, but the King of Wakanda backflipped away, drawing another knife as he landed, readying a throw, but he was forced to dodge aside before the Skrull's stinger speared itself into the ground where he'd been, moments earlier. Evading another deadly sting, the Panther rolled to the scorpion's side, slicing off two of its spindly legs and unbalancing it, sending it skittering sideways with a roar, before leaping over it as it stumbled, landing on top of its head, and then stabbing the vibranium blade downwards, into its brain, instantly stilling it. Leaping off, he signalled Storm, who instantly understood; summoning her winds, she picked up the dead Skrull with a localized hurricane, and flung it into the tarantula-Skrull, before sending a thunderbolt at them both, electrocuting the live Skrull into submission.

With a feral growl, Wolverine leapt at the tiger-Skrull, slashing with his claws, but the tiger was a hair faster, leaping back and slashing with his own claws, raking Logan's striking-arm as he swiped. Wolverine snarled in fury, letting his healing-factor close up the wounds, before charging again, this time rolling under the tiger's swipe and stabbing upwards, spearing his claws through the Skrull's front leg. The tiger howled in pain, inching back, his pace hampered with only three working legs, before roaring in fury; quicker than lightning, the tiger leapt at Logan, trying to bite into his throat. Grabbing hold of the Skrull's jaw, Wolverine managed to keep its teeth from his throat as he struggled to get his other hand loose…until he managed to move it right next to the tiger's chest.

_Snikt!_

Instantly, the adamantium claws shot out of Logan's knuckles, burying themselves in the Skrull's flesh; the Skrull let out a howl, and then went still.

Keeping her weapons trained on the ape-Skrull, Mystique unloaded two full clips into it, but the Skrull did not stop; closing on her in seconds, he swung at her with his massive fist, forcing her to roll aside, firing as she came up. Wincing as green blood leaked from his wounds, the Skrull resumed normal form, drawing his plasma-rifle and returning fire, forcing her to evade. Turning, he took aim at Solovar…

"_No!_"

The second the Skrull fired, Bruce was in motion, leaping into the Skrull's aim, letting the plasma-blast hit him square in the back, sending him spinning to the ground. Lining up another shot, the Skrull glared at Solovar, even as his knees wobbled. "You are beaten, primate. You will cease your attacks against your rightful lords, and surrender."

Wolverine snorted. "I'd put that gun down if I were you, bub, or you're gonna be in a _world_ of hurt."

"You are in _no_ position to make threats, genetic aberration!"

"Never said I was," Wolverine said. "It ain't me you gotta worry about. That human you shot? He _wasn't_ just trying to save Solovar."

His smile turned savage. "He was gettin' his game-face on."

Hearing the sound of heavy breathing behind him, the Skrull turned around…

"_HULK SMASH!_"

Utterly irate, the Hulk towered over the lone Skrull, raising his massive fists…and then bringing them down.

_SCRUNCH!_

Hulk's double axe-handle struck hit with enough force to crater the ground…and crush anything in its path into putty.

Mystique couldn't help but wince. '_Remind me NEVER to make him mad._'

Storm turned towards the Panther. "You knew the Skrulls would try to infiltrate here, didn't you?"

"I had my suspicions."

Still snarling, the Hulk looked around, before managing to calm himself…or at least as calm as he ever got. "_What Hulk smash next?_"

As if on cue, one of the gorillas spoke up. "Majesty, we have incoming! A full platoon of Blue Beasts has broken through our southern line, and are heading here! They're practically on top of us!"

Wolverine turned to the Hulk. "There's your answer, pal."

Drawing another knife, the Panthern turned towards the exit. "Since the Kree went to the trouble of stopping by," he said, "it would only be polite for us to _meet_ them." He looked to Storm. "Ororo?"

Storm nodded with a wry smile. "Of course!" With that, the five of them darted out of the core-chamber.

Emerging from the palace's main entrance, the five of them were in time to see a fifty-man Kree squad charging up the palace-stairs, heading straight for them. Bristling, they readied themselves for the attack…

…but it never came; as if plucked by an invisible hand, each and every Kree weapon was yanked away from its owner, spontaneously disassembling itself and scattering its pieces across the skyline. Before the Kree could react, they were suddenly pulled upwards, one-by-one, and flung into the air, sent hurtling across Gorilla City.

"Charles trusts _you_ to teach his students?"

Hearing that voice Wolverine, Storm, and Mystique frowned by reflex as Magneto dropped out of the sky, hovering in front of them, a metallic orb by his side. "Never thought I'd be glad to see _you,_" Wolverine muttered.

"Charming." Magneto's tone turned serious. "The southern defensive line has been broken, and both Kree and Skrull forces are coming through," he warned. "At present, there are only token forces loose in the southern sector, but it will not be long before larger forces come through. We had intended to reinforce that line, and we may require assistance."

Black Panther nodded. "Mystique, Ororo and I should be able to handle any token forces between here and the southern gate," he agreed. "Wolverine, Hulk, will you be able to help reinforce the southern line?"

Wolverine grinned. "Hell yeah!"

"Very good," Magneto said, as he gestured, causing Wolverine to wince as he began to levitate by his very bones. "I only need a moment to expand the transport-pod…"

"_No need!_" the Hulk boomed. "_Hulk can fly on his own!_" With that, he crouched low, and then pushed off, leaping over 100 feet into the air as he bounded across the city, heading south.

Magneto blinked. "Very well, then." Summoning his magnetism, he levitated himself, Wolverine, and the transport-pod after the Hulk, heading for the southern gate. Black Panther, Mystique, and Storm were about to follow, but Storm paused as her communicator came on, prompting her to listen…and then smile at what she heard.

At the southern gate, the gorilla forces were in disarray as the hammer-blows of Kree artillery-fire pounded their lines; they fought desperately, trying to hold them back, but still, they could not stop occasional handfuls of troopers from breaking past them, while the main force inched closer and closer…

The main Kree battalion were inches from the gorilla fortifications when the massive green shape dropped right out of the sky, smashing a crater right in the middle of the battalion and _flattening_ the five Kree who had been unlucky enough to be in his landing-zone. Rising to his colossal height, the Hulk roared out his fury, unleashing a swipe of his equally massive fists, sending _ten_ Kree flying, before he stomped towards the oncoming artillery-units, ignoring the volleys of laser-fire that impacted him as he swiped away any Kree troopers that dared to attack him.

As the Kree kept firing at this seemingly invulnerable green goliath, they never noticed a second shadow falling out of the sky until it was too late; propelled by Magneto's electromagnetic field, Wolverine turned himself into a living dart, his claws extended as he dove on one Kree trooper, spearing into his chest, and then using him as a stepping-stone, to leap off and stab another one, before kicking off and spinning, slashing several more as he came to rest. With a landing-site cleared, Magneto touched down with his transport-pod, opening it as his feet came to rest, revealing Sunspot, Magma, Hellion, and Blob. Seeing several Kree draw a bead on them, Magneto gestured to the remnants of his pod, shifting it into a magnetized sheet-metal shield, using it to repel the incoming shots. Once a pause in the shooting came, he broke it into a cluster of bullet-sized pieces, before sending them flying away at speeds capable of piercing armour, ricocheting off of every Kree they hit; in less than a minute, two dozen Kree had fallen, while just as many or more were wounded, taking them out of the fight.

Seeing another Kree squad move their way, Blob moved himself in front of his comrades, wincing as dozens of plasma-blasts impacted him. Quickly, Hellion raised a TK-barrier, blocking most of the shots, while Sunspot and Magma assumed their fiery states. Hovering above Blob, Sunspot let loose a fiery energy-wave at the oncoming Kree, melting their weapons into slag and searing their armour, while Magma channelled her fire down into the ground; in seconds, the earth underneath half the Kree force began to crack, sending plumes of lava spewing up around the invaders, sending them into utter disarray, before subsiding, retreating back into the depths of the earth.

With the Kree on the defensive, Hellion lowered his barrier, glancing at the regrouping shock-troops. "Hey, Dukes! Up for a little bowling?"

Blob grinned. "Hell yeah!" With that, he ducked down, curling himself into a ball, before Hellion focused his TK, and unleashed it in one surge, sending Blob rolling towards the Kree troopers, knocking them over like bowling-pins.

His path cleared, Hulk charged towards one Kree tank, grabbing its cannon and lifting it up, to smash it into the ground, and then whirl it around, tossing it away, sending it flying across the horizon. As a second tank rolled forward, Wolverine ran straight at it, leaping onto its hull and cleaving its cannon clean off. Catching the cannon, Hulk brandished it like a golf-club, slamming it into the tank's turret, and then pulling back and slicing, knocking it across the battlefield. Jumping off the tank before Hulk's golf-swing hit, Wolverine landed on his shoulders and leapt off again, landing on top of another tank, prying its turret open with his claws and tossing out the pilot. A third tank started to take aim at them…but it suddenly stopped, its armour crumpling like paper as it collapsed in on itself at Magneto's gesture, before it rose into the air, and shot into another, utterly destroying it.

The sudden turnaround was more than enough to send the Kree battlegroup running for their lives, fleeing back towards the jungle. As Mystique, Storm, and the Panther caught up with them, Hellion paused to catch his breath. "_Cripes_, Dukes, ever think of laying off the burgers?"

"What? I'm a growing boy!"

Powering down, Sunspot sighed. "Okay…about a hundred down, and millions to go…"

Magma nodded. "Jupiter, give us _strength._"

Wolverine snorted. "Gonna be a tough little scrap."

Mystique chuckled. "Perhaps not as tough as we thought!"

Magneto arched an eyebrow. "You have news?"

Smiling, Storm gestured to her communicator. "Hear for yourself..!"

XXXXXXXX

_Sol System, a few minutes earlier_

"Lord Accuser, the World-Gate is activating!"

Glancing away from the flagship's main view-screen, clearly showing the battle, Ronan frowned as he looked upon the holo-image of the Gate, now expanded to over ten _times_ the cruiser's size – sure enough, it had activated, spinning a wormhole leading gods-knew-where. "I had thought I no longer wished to be notified of this!" he spat, before turning back to the main screen. "Status?"

The Sensors officer smiled. "We have the advantage, Milord! The Lanterns are running low on power, which limits their efficacy; the Confederate, Shi'ar Republic, and Thanagarian ships are taking heavy damage, and between us and the Skrulls, that lone Kryptonian ship is severely damaged! If we keep firing, we should be able to fell it!"

"Good! I expect it to be disabled by the time we return!" Ronan ordered. "Have one tenth of our cruiser-force remain on-site; as for the rest of our fleet, power the step-through drive! It is time we _end_ this!"

As the crew scrambled to carry out his orders, Ronan closed his eyes with a smile. This was it; _this_ was the moment he – and all his disgraced ancestors with him – had been waiting for…

"The fleet reports ready, Lord Accuser! We await your command!"

Ronan grinned; they needed only his word…and he gave it. "_JUMP!_" At once, the Navigations officer entered the command…

…and a loud, high-pitched, grinding whine echoed through the entire ship.

Ronan knew that sound: the step-through drive was stalling out, unable to achieve lock on their coordinates. "Recalibrate the drive! Get us a target-lock!"

The Nav officer's hands blurred over the console…before he looked up in dismay. "I…I _can't_, Milord! The drive will not engage! It's as if there's some kind of interference!"

The Comms officer spoke up. "Lord Accuser, the rest of the fleet is reporting similar problems! They can't jump, either!"

Ronan grimaced, his dreams of glory starting to unravel. "Well, figure out what's wrong! If we don't get moving soon, the Skrulls will beat us to that outpost!"

"Milord, from what we've gathered, the Skrulls are having the same trouble _we_ are! _Neither_ of us can jump!"

Hearing that, Ronan froze; he knew it was impossible…but it sounded to similar to the first time his people… '_No…no, it's not possible…_'

"Lord Accuser! I'm detecting a power-signature from the Gate! Something is coming through!"

Turning towards the readout of the Gate, Ronan was in time to see a massive, white-and-black crystalline ship, easily thrice the size of any Kree cruiser, pass through.

Then another ship, with different colouring, followed it.

Then another.

Then another.

Then another, and another.

In seconds, _six_ of the gleaming colossi hovered behind the fleet, giving off _massive_ power-signatures. "What in the gods' names are _those?_" Ronan exclaimed.

The Sensors officer was already at work. "My Lord, they're…they're _Kryptonian!_" he cried. "It's some class of ship we've never seen before, but the energy-signature is unmistakable!" His face paled. "Milord, they're _towing_ something! I'm getting another signature from the Gate! It's…it's…"

Ronan scowled. "Well? What is it?"

The officer's mouth dropped open, as utter, unreasonable, mortal _terror_ crossed his face. "_No…no! Oh, merciful gods, NO! __**IT CANNOT BE!**_"

Ronan snarled. "Answer me, dolt! What do you…" he began…and then he saw it.

There was no mistaking it – every Kree man, woman, and child knew and feared that shape.

Like a terrible sea-monster rising out of the deeps to claim another victim, the Sentrius Battlestation, pulled by those six mega-ships, emerged from the World-Gate, the wormhole shutting behind it.

The entire bridge of the flagship went dead-silent, the entire crew gazing in horror at their people's age-old nemesis, come back to torment them, again. As a single transmission came through, the Comms officer moved by numb reflex, putting it through.

Ronan recognized the voice instantly. "_Attention Imperial Kree, Skrull, and Shi'ar forces: this is High General Dru-Zod, Supreme Commander of the Kryptonian Defence Force, in command of the Sentrius Battlestation. You are all engaged in a massively illegal action against both a Confederate-aligned planet and against my people. You will stand down and surrender immediately, or each and every one of you shall feel our wrath._" Zod chuckled darkly. "_Given your people's military history with us, I would advise you to accept my EXTREMELY generous offer; fail to do so, and whatever horror-stories your parents told you of us and Sentrius will be CHILD'S-PLAY compared to the hell we shall unleash upon you. Zod out._"

As Zod's voice faded away, Ronan was utterly still, silent as his brain processed what had just happened. "My Lord!" the XO cried. "Lord Accuser, we must surrender! We _cannot_ stand against that…_thing!_"

Ronan's head drooped, his eyes shut with rage, his fists clenching; they were doing it to him again…

"Lord Accuser, if we do not surrender, that monstrosity will open fire! We have no choice!"

Ronan slowly looked up. "Not again," he murmured. "_Never, EVER again!_" His voice rose to a roar. "_All ships, OPEN FIRE!_"

The crew looked at him with horror. "My Lord, have you gone _mad?_" the XO exclaimed. "We once fought that thing with a _million_ ships, and we still lost! How can we hope to…"

Roaring, Ronan pushed past him, moving to the Communications console, taking hold of the mic. "All Kree vessels, your Accuser speaks! We will _not_ yield to Krypton! _Not again!_ _Shoot that monstrosity down!_" His message delivered, he drew his Universal Weapon, pointing it at the Weapons Control officer. "I gave you an order, fool; _OBEY_ it!" Grimacing with terror, the officer obeyed.

Seconds after Ronan's command, the entire Kree battlegroup turned its weapons on Sentrius, sending an endless wave of laser-fire blazing towards the crystalline monstrosity; following their cue, the Skrulls and Imperial Shi'ar did the same, lighting up the black with their weapons. Hovering in front of Sentrius, the six colossal ships absorbed some of the shots, their shields illuminating as they shrugged off the energy, while allowing the rest to splash against Sentrius' massive shield; instead of diffusing away, the laser-energy seemed to condense along the shield, flowing towards the rings encircling Sentrius…before collecting into eight separate points, and then streaking away as massive beams, flying right back at Sentrius' attackers, slamming into three Skrull vessels, two Shi'ar, and three Kree, smashing through their shields with no effort whatsoever. As the next laser-salvo raced towards it, Sentrius suddenly changed, its shields condensing into a kind of metallic armour – identical to the small Kryptonian ship – that sent almost every single shot that hit it bouncing off, refracting right back to its sender.

While Sentrius casually repulsed the incoming fire, the six superships winked away, to reappear in a perfect circle around the invading fleet, dropping out of step-through with impossible precision. Seconds after reemerging from step-through, each ship opened up with their primary weapons, letting loose massive beams of off-white energy, ripping apart twelve cruisers in seconds. At the very same time, Sentrius itself opened fire, unleashing enormous, comet-sized plumes of plasma-energy – even larger than the blasts from the outpost's orbital defences – that smashed through the invading fleet, shattering shields and turning armour plating to vapour.

As the shots from both Sentrius and the six ships battered the flagship, tipping half of the bridge-crew out of their seats, Ronan refused to yield, even as a direct hit knocked him into the wall, opening a gash in his head. "_Continue firing!_"

The Sensors officer coughed as he checked his console. "My Lord, Sentrius is deploying smaller ships…"

"Send our fighters in to engage; have them hold the line at all costs!" Ronan ordered. "We _will_ not lose! _Not today!_" With that, he kept his gaze fixed on the view-screen, _willing_ their shots to break through, to at last fell the monstrosity.

He would not be denied, again; today, he would redeem his family's honour…

…or die trying.

XXXXXXXX

As Sentrius emerged from the World-Gate, Kara couldn't help but let out a cheer while Sentrius and the six Superdreadnoughts began to open fire, pounding the living _hell_ out of the entire invasion-fleet, finally drawing their fire away from the now-battered _Argo_, and not a moment too soon; Uncle Jor's armour-technology had performed unimaginably well, allowing the Speeder to take hits that could have blown it apart, otherwise…

…but the _Swift-Justice-_Class had _never_ been meant to go head-to-head with _two_ combined thousand-strong invasion-fleets. It was a credit to the gutsy little ship that it had lasted as long as it had.

Kara's reverie was suddenly shattered as a Shi'ar cruiser's cannon-blast impacted the _Argo_'s port-side shield, rumbling the cockpit as alarms began to blare; after the beating the Speeder had taken, its shield-reserves were getting dangerously low. Banking the ship into a sharp turn, Kara evaded the next salvo, flitting away, but a squadron of Shi'ar fighters had sighted her, opened up with their lasers as they gave chase. Kara tried to accelerate and outrun them, but the _Argo_ answered with an error-message; apparently, one of the engine-pods had gotten dinged a bit too often…

But by then, Sentrius had already launched its own fighters; through the Speeder's HUD, Kara could clearly see ten _Deathly Silence-_Class Stealth-Speeders, each carrying six _Righteous Fury-_Class Fighters, launching from the Battlestation. As one Stealth-Speeder raced towards her, it launched its fighter-payload; the six large crystals shot away from the Speeder like missiles, before spinning on their axes, opening their forward-curving crystal wings as they screamed towards the Shi'ar fighters.

Over the _Argo's_ radio, Kara could hear the Shi'ar pilots' shouts of alarm as they broke off their attack, racing to engage their new targets; the Shi'ar opened fire on the six Fighters, but the _Righteous Furies_ were simply too fast, weaving in and out of their own flight-paths like a swarm of angry bees, their shields shrugging off any glancing blows. Frantic, the Shi'ar tried to turn and run, but it was too late; one Shi'ar ship was ripped apart by the laser-cannons of one Fighter, before it turned and annihilated another. As one crystal ship flitted past a third Shi'ar fighter, the gunner tried to hit it as it raced by, but it weaved away, before flipping around to blast his ship to nothingness, and then flipping back, racing away without even slowing down. One Shi'ar ship tried to flee, kicking on his afterburners, but a third _Righteous Fury_ had already locked on, as a panel opened in the underside of its wing, firing a Magnon Torpedo; the purple-white cluster of electromagnetic energy raced towards the fleeing Shi'ar, impacting with a deadly-beautiful starburst of violet energy…before the entire ship began to collapse in on itself, its entire hull magnetized to itself, pulling every metal component together and fusing it solid, leaving it as little more than a clump of scrap. The remaining two Shi'ar tried to radio for help, but one Fighter quickly jammed their transmission, while the last two blew them out of the sky with their lasers.

All the while, a lone Shi'ar cruiser, spotting the wounded _Argo_, had been creeping closer, eager to make the kill, but it stopped as the Stealth-Speeder dropped its cloak, reappearing right in front of it. The cruiser opened fire, but the Stealth-Speeder easily evaded the shots, before charging and unleashing a blast from its Polaron Wave-Cannon – the Disruptor's harder-hitting, less-precise cousin; instantly, the massive wave of electrostatic force surged through the entire cruiser, blowing out its shields and shorting out every single electronic system it had, right before the Stealth-Speeder squeezed off three shots from its Trans-Phase Lasers, piercing and destroying critical equipment within the cruiser, leaving the rest untouched.

While she watched her people's technology at work, Kara suddenly heard a familiar voice over the radio. "_Perseverance calling Argo; I see you're having engine-trouble. Need a lift?_"

Kara cheered. "_Kal?_ Where are you?" she asked…right before one of the Superdreadnoughts – the red-blue one – emerged from step-through right above the Speeder. "Oh. Never mind."

Hearing her cousin chuckle over the radio, Kara watched as the _Argo_ – receiving instructiosn from the Superdreadnought – engaged its autopilot, guiding itself into the mega-ship's docking-bay. Seconds later, a teleporter-wave engulfed her, depositing her on what had to be the bridge of the ship…where she found Superman, sitting in the command-chair. Seeing her, Kal grinned. "Welcome aboard the _Perseverance of Von-El._"

Amazed, Supergirl looked around, before she noticed the Command-Module on her cousin's forearm…and the crystalline stud on his collar. "You're…a _Station-Commander?_"

Superman grinned sheepishly. "I know!" he agreed. "The General thought a field-commission was in order!"

Dumbfounded, Kara turned towards the main view-screen, her expression sobering as she took in the battle.

The Kree/Shi'ar force was hammering away at Sentrius, their own shots refracting back at them while Sentrius pounded them with its _StarLances._

Skrull bombers and assault-ships made attack-runs on the Confederate cruisers, but their missiles spiralled away harmlessly, their targeting ruined by Sentrius' jamming, while Superdreadnoughts jumped in and out of the battlefield, spraying larger attackers with Positron Cannon-fire, letting the _Righteous Furies_ sweep in and mop up the smaller hostiles.

Landing-forces heading to Earth were now facing defensive fire from both Earth ahead of them, and Stealth-Speeders behind them, cutting down any ships that got through; if only ten of twenty had gotten through, before, only _one_ was getting through, now.

Gazing at the scene, Kara felt nausea take hold of her; she and every Kryptonian knew their technology could outperform Kree and Skrull tech ten times over…but she didn't feel quite so proud of that fact, now.

As her cousin walked up beside her, Supergirl saw her own dawning horror mirrored on his face. "_Perseverance:_ hail the _Wrath,_" Superman ordered. Instantly, he was put through. "General, I've been monitoring outgoing communications; the Skrull vessels have been sending repeated hails Earth-side, requesting orders – whoever's in command must be planet-side! Furthermore, more than half of their fleet has stood down!"

"_It could be a ruse, Cadet; don't be fooled!_" Zod warned.

"I'm not suggesting we ignore them completely, sir; I propose we launch Swarm-Drones armed with viral nanites to disable the ships that have stood down, and reserve our forces for those ships that are still fighting!"

The General was silent for a moment. "_Good thinking, Commander; do it,_" he agreed. "_What of the Kree and Shi'ar?_"

Superman grimaced. "Practically every Kree ship has been hailing the flagship, asking for permission to stand down," he said. "Ronan, however, keeps ordering them to keep firing. As for the Shi'ar, they haven't been able to reach D'Ken or his sister, at all; if I had to venture a guess…"

"…_they're going after their sister,_" Zod finished. "_Hail the allied fleet, and locate Empress Neramani; find her, and sooner or later, we find D'Ken and Caly'See._" A dry chuckle filtered across the radio. "_As for this dolt Ronan, I believe our Czarnian friend will gladly help us with that; I noticed him trying to smash through the line of cruisers currently surrounding the Kree flagship. Good manners dictate that we should give him some help, wouldn't you agree?_"

Superman chuckled grimly. "I almost feel sorry for Ronan," he said, before his tone turned serious. "I'll have Sentrius deploy Swarm-Drones on the inactive Skrull ships, immediately."

"_Once you've done that, Cadet, there is still the matter of locating the commander of the Skrull force; from what I can gather, they must be on-site at the Fortress. As soon as Ronan is curtailed, I want you to head there and arrest them._"

Superman nodded. "Things down there could be hairy, General," he said, before an idea came to him. "In fact, that idea has me feeling kinda…_grouchy._"

Zod laughed as he caught on. "_I'll have Sentrius transport it aboard, as soon as possible!_" he crowed. "_Contact me as soon as you have the Empress' location; I think I'll deal with D'Ken and his sister __**personally.**_"

"Rao help him, then," Superman said. "I'll hail you once I have the intel. _Perseverance_ out." Closing the comm-line, Superman tapped his Command-Module, raising the miniature holo-interface. "Sentrius: arm Swarm-Class Attack Drones, and load viral protocols; target any and all Skrull vessels that have ceased firing."

"_Acknowledged,_" came Sentrius' computerized voice. Seconds later, the view-screen showed dozens upon dozens of crystalline spheres as they shot away from Sentrius, racing towards the inactive Skrull vessels; like deadly claws, the spheres opened up and clamped onto the cruisers' hulls, unleashing their nano-payloads, letting the voracious mini-machines chew through armour plating until they reached circuits, delivering the computer-viruses they carried – one-by-one, the holo-readout showed the cruisers turning from green to white, indicating they were under control.

"_Commander El, I am detecting numerous hostile aircraft planet-side,_" Sentrius reported. "_Furthermore, the Attilan lunar outpost is repelling several attacks; they require reinforcements._"

"Understood, Sentrius: mobilize three more Fighter-wings, and send them to Earth via the Point-to-Point Wormhole Generator! Send a Hunter-Class Drone-squadron to Attilan; once we get more intel, we'll deploy additional support-forces, as necessary!" Superman instructed.

"_Acknowledged, Commander; I will report in once contact is made. Sentrius out._"

As the transmission ended, Superman brought up the _Perseverance's_ comm-system. "This is Kal-El calling nearest allied personnel; please report in!"

A laugh answered him. "_Damn, Kal, are you two EVER a sight for sore eyes!_"

Superman chuckled. "Sorry it took us so long, Stewart," he answered. "Listen, we've pretty much figured out where Ronan is holed up…"

"…_and you want us to go get him?_"

Superman grinned. "_Better:_ I want you to help _Lobo_ go get him."

John laughed. "_Damn! Wouldn't want to be in HIS shoes!_" he chortled. "_Well, now that you've gotten most of these guys off our back, I think Shayera and I can give him a little backup!_"

"Good to hear!" Superman answered. "I'm sending you the coordinates; good luck!"

As the transmission ended, Supergirl spoke up. "Kal, send me back in!" she pleaded. "The _Argo_ just needs a quick recharge; I can still fight!"

Superman hesitated. "Kara, I saw some of that damage; it could get serious if it doesn't get looked at!"

"Then just let me back up Green Lantern and Hawkgirl!" Supergirl insisted. "I'll be okay!"

Superman sighed. "You know how to deploy the Infantry Drones?"

"Easily!"

Reluctantly, her cousin nodded. "Okay, Kara," he agreed. "Just be careful, out there."

Kara nodded. "You, too." With that, the teleporter wave shone over her, taking her back to her ship.

XXXXXXXX

_New York City_

The city skyline rocked with explosions, sending rubble tumbling down through the alleys, forcing a sooty Chloe to scurry out of her latest hiding-place, before she had to dart behind a garbage-can, staying out of sight as a squad of blue-skinned aliens – Kree – ran ahead of her, babbling nervously in their native tongue. Anxiously chewing her lip, she flipped open her notepad, jotting down the latest events. '_Oh, God, I just HAD to agree to be a war-correspondent, didn't I?_'

A sudden rumble interrupted Chloe's thoughts, drawing her attention down the road, where she saw about a half-dozen alien armoured vehicles hovering down the road. Seconds later, she heard the roar of jet-engines as several F-22s – or at least they _looked_ like F-22s – raced by, overhead, unleashing blasts of green energy on the tanks as they zoomed past.

Obviously, S.H.I.E.L.D. had managed to successfully reverse-engineer some of the alien tech they had, like Clark had thought.

As the smoke cleared, Chloe's hopes drooped, as she saw the tanks still lumbering along, mostly unscathed by the aerial assault. Looping back for another pass, the F-22s screamed towards the tanks, but a wing of alien fighters intercepted them, forcing them to veer off, while the tanks fired their cannons, blasting chunks out of buildings, sending more rubble raining down.

"_Sullivan!_"

Turning towards that familiar voice, Chloe saw an equally-dusty Mr. Jameson, in his trenchcoat and fedora, emerging from an adjacent alley, motioning for her to follow him. "Come on! If we stay here, we're done for!" he shouted. Chloe did _not_ want to argue, as she sprinted after her boss , racing down the street away from the approaching tanks.

Following Jonah into an alley, Chloe paused to catch her breath. "I…did _not_ sign up for this!" she gasped.

Jonah half-scowled. "What are _you_ complaining about, Sullivan?" he groused. "You're not the one with a ticker!" His frown dimmed. "Any sign of Parker?"

Chloe looked stricken. "I haven't seen him lately, sir."

"Damn." Jonah sagged against the wall. "So how exactly are things going, out there?"

Chloe gulped. "Not great; even with practically every superhuman we know of in the field, we're stretched _really_ thin."

Jonah sighed. "_Damn!_ For a second, I'd hoped I was the only one who saw that!" he muttered. Standing up, he added, "Well, I guess there's not much else for us to do except go get the story."

Chloe nodded. "Guess so," she agreed…before she paused. "Do you hear something?" Looking around, she heard the noise coming from the other end of the alley. Walking towards it, she peered out, and got the surprise of her life – which, considering the day she'd been having, was saying a _lot._

In the street before her, a battalion of Kree troopers was clashing against a full phalanx of Greek-armoured warriors, all female; the troopers approaching from a distance managed to get off a few shots with their plasma-rifles, but by the time they closed on the phalanx, their weapons were useless, while the female warriors unleashed their spears, bringing down most of the front row of Kree with ease, their shields deflecting most of the damage from incoming plasma-fire, though one or two warriors were felled by the Kree's shots.

Looking away from the battle, Chloe's attention was drawn skyward as three alien fighters came screaming in; taking sight of the Greek phalanx, the first fighter started to break for an attack-run, but it was stopped as a golden loop snared its tail-fin. Taking a firm hold of her lasso, a mid-air Wonder Woman pulled with all her strength, spinning the aircraft around like a ball-and-chain, sending it flying away over the horizon as she released her lasso's loop. The other two fighters went streaking in, but Doctor Strange teleported himself in front of them, stopping them in twin clouds of ruby haze with a gesture. That was the cue for their two teammates; firing a web-line, Spider-Man pulled himself from the rooftops up onto one of the fighters, while Nightcrawler 'ported himself onto the other one. Quickly forming two large balls of web-glob, Spider-Man tossed one to Nightcrawler, before stuffing his globe into a crucial exhaust-vent on the fighter, while Nightcrawler did the same, leaping away at the same time Spider-Man did. As the Doctor released the two aircraft, the fighters spiralled away, crashing into each other and then flying away in flames; one fighter spun towards an empty street, but the other headed straight down, right towards the unsuspecting Greek warriors…

Stricken, Chloe shouted towards the phalanx, pointing upwards. "_LOOK OUT!_"

Looking towards her, one Greek warrior – the leader – followed her gesture, spotting the crashing fighter. "Amazons, scatter! Forward phalanx, _split!_ Separate by thirty paces! Left phalanx, face right! Right phalanx, face left! _Funnel them past you!_"

At once, the entire phalanx split evenly down the middle, while the warriors behind it scattered; separating by thirty paces, one phalanx became two, facing each other as the Kree rushed past them…just as the fighter crashed right down the middle of the street, taking the Kree with it.

With the battle subsiding, Chloe inched out of her hiding-place, walking towards the Greek warriors – Amazons, if she'd heard right. Seeing her approach, their leader pushed back her helmet, revealing her blonde-haired, youthfully elder face, crossed by a weary smile. "Child, my sisters and I thank you; had you not warned us, Hera only knows what could have happened!"

Chloe was still fairly numb. "No problem," she murmured. "Who…_are_ all of you?"

"Mother!"

Her expression wraught with anxiety, Wonder Woman quickly touched down. "Mother, are you alright?"

"I am fine, Diana," the woman replied, "thanks to this young lady." Turning back to Chloe, she added, "To answer your question, child, I am Hippolyta, ruler of Themyscira, and these warriors are my subjects, the Amazons."

Chloe blinked. "_Hippolyta? Themyscira?_" she repeated. "First alien invaders, and now Greek _myths?_"

Walking up beside her, Jonah shook his head. "Only in New York, Sullivan; only in New York."

As her teammates touched down beside her, Wonder Woman looked about the regrouping Amazons. "Mother, where is Donna? Is she..?"

"She is fine, daughter; she and Artemis are assisting your comrades in another city," Hippolyta said, as she frowned thoughtfully. "What was its name? Lost Angels?"

Spider-Man piped up. "Uh…I think that's "Los Angeles," ma'am."

"Yes, that was it!"

Gulping nervously, Nightcrawler spoke next. "Vonder Voman? Don't ve have a few Kree tanks to vorry about?"

Remembering what they'd seen earlier, Chloe quickly added, "All of you, you have to get out of here! There are a bunch of tanks headed this way! They could be here, any minute!"

Hippolyta grimaced. "By Hera, if their infantry was so Hades-damned difficult to deal with…"

"We know, Mother," Wonder Woman said. "You need to pull our sisters back to several blocks east of here!"

Hippolyta arched an eyebrow. "Diana, what good will that do?"

"Please, Mother, _trust_ me!"

Hippolyta sighed. "Amazons, move out! Two hundred paces east! _Move!_"

By then, the tanks had just rounded the corner, and began to fire on the withdrawing Amazons. "Doctor, cover us!" Wonder Woman shouted. Focusing, Doctor Strange raised a crimson etheric barrier, repelling the incoming fire, allowing the others to pull back. with the armoured vehicles bearing down at them, Chloe and Jonah could do little but follow along after them.

Within minutes, the entire group came to a stop, just passing by a tall, abandoned building. Taking out her communicator, Wonder Woman switched it on. "Batman, we're in position! Where are you?"

"Here."

Almost dropping her communicator in surprise, Wonder Woman whirled around to glower at her teammate as he stepped out of the shadows of the alley behind her. "Merciful _Hera_, I swear, you _delight_ in doing that!" she accused.

By then, the tanks had lumbered back into view, hovering towards them as their cannons fired, splashing against the Doctor's shield, causing him to wince with exertion. "I certainly hope someone has a plan, because I cannot do this, forever…"

Hippolyta turned to her daughter. "When do we attack?"

"We don't," Batman said. "Not yet."

Hippolyta frowned. "Fool man, those monstrosities will be upon us in minutes! If we do not counterattack now..!"

"I take it Sun Tzu wasn't well known in ancient Greece."

Batman's statement threw Hippolyta's growing ire just enough. "Who?"

"An ancient philosopher/military tactician; he wrote _The Art of War,_ a treatise on military tactics still relevant today," Batman continued. "One of his principles explained the use of terrain to neutralize the advantage of numbers or superior equipment."

It was only then that Wonder Woman began to look around, taking in everything around her, stopping her gaze on the abandoned building. "What did you do?"

Batman didn't answer her. "They're not in position, yet; we cannot move until they are."

Slowly, the tanks crept forward, blazing away at the Sorcerer Supreme's barrier, inching towards them, until the first few tanks were directly in line with the building…

Nightcrawler grimaced. "_Mein Gott_, Batman, vat are you _vaiting_ for?"

His expression never changing, Batman took out the remote-trigger for his gel-explosives, popped it open, and thumbed down the trigger.

Instantly, the gel-bombs he'd strategically placed around the foundation of the building detonated one-by-one, blowing out the foundation's supports; seconds after detonation, the entire building pitched forward, tipping over into the street, to land right on top of the Kree armoured column, burying every single tank under hundreds of tons of metal and rock.

"That's what I was waiting for."

As the dust cleared, revealing the tops of the immobile tanks, completely mired in rubble, a bewildered Hippolyta glanced to Batman. "I must remember to read this treatise you speak of."

Before anyone could respond, the screams of engines filled the air, as a half-dozen Kree fighters streaked out of the sky, bearing down towards them. Jonah groaned. "Tell us you have a plan for that."

Batman scowled. "I'm working on it."

Wonder Woman was about to take to the sky, but she needn't have bothered; right above their heads, a swirling vortex of energy appeared out of nowhere, as three black-coloured, crystal-metal ships, each carrying six white crystals on their hulls, flew out of it. Two of the strange ships flew off in opposite directions, but the third stayed put, firing its crystals like torpedoes at the incoming fighters, before fading into thin air; streaking towards the Kree fighter-craft, each crystal suddenly morphed into a graceful, forward-curving-winged fighter, shrieking towards the Kree squadron and scattering it, outflying the alarmed Kree pilots with ease.

Watching the new ships shoot down the Kree with utter impunity, Hippolyta could only stare. "What in Olympus' name are _those?_"

Chloe started to smile. "Does…does this mean..?"

Wonder Woman laughed. "It _must!_ Superman and Zod _did_ it!"

Spider-Man whooped for joy. "You _rock_, Big Blue!"

Batman simply glanced towards the Kree tanks. "I wouldn't celebrate, just yet." Following his gaze, Chloe say several armed troopers clamber out of the exposed turrets, readying themselves to open fire.

At once, Hippolyta and her warriors re-formed their phalanx. "Sisters, prepare to..!"

She never even had time to finish – as one, each and every Kree put their hands to their helmets, listening to something…and then threw their weapons down, dropping to their knees, putting their hands to their heads.

Chloe blinked. "Okay, what just happened?"

"It looks like somebody just called it quits," Jonah observed, "not that I'm complaining!"

Batman was unphased. "Even if this isn't a ruse, that still leaves the Skrulls and Shi'ar active in this city; we need new intel on their activities," he stated. "Leave your communicators open for updates; as soon as anyone finds a hot-spot, call in and wait for backup." With that, he drew his grapnel-launcher, and fired it into the air, pulling himself up to the rooftops, vanishing in seconds.

Watching him go, Wonder Woman frowned in utter annoyance, but her mother's laughter interrupted her. "Diana…is _that_ the man you once told me about…"

"_MOTHER!_"

Fortunately for her, most of the others were too engrossed by the spectacle in the sky. "Sullivan, are you seeing this?" Jonah laughed. "This is going to make one _hell_ of a story!"

Hippolyta blinked. ""Story"?" she repeated. "You two are…_scribes?_"

Chloe paused to think, and then shrugged. "That's as good a word as any."

Hippolyta started to smile. "And yet you both were out here, in the thick of this madness?"

Jonah shrugged. "Somebody had to get the facts."

Hippolyta laughed. "Perhaps there is hope for Man's World, yet!"

XXXXXXXX

_Sol System, a few minutes earlier_

As Superman's red-blue Superdreadnought – _God_, he loved that word – pounded away at the line of Kree cruisers, driving them away from the flagship, John raced towards Ronan's vessel after Lobo, followed by the _Argo_ and Hawkgirl, with a three-man squadron of Thanagarian fighters, flanked by six Kryptonian fighters. In seconds, they had caught up to the last Czarnian. "Dammit, Lobo, wait for backup!"

"No chance, Greeny! Rone's ass is _mine_, so stay the _FRAG_ outta my way!"

Watching Lobo's space-hog peel out, making a beeline for the Kree flagship, Green Lantern scowled. "It's never easy, is it?"

Shayera's laugh came over the radio. "_You're surprised?_"

"Not really." Green Lantern's tone turned serious. "Okay, people, let's give that ornery bastard some cover!" Accelerating towards the flagship, John let loose with a ring-beam, cleaving apart a Kree fighter that was drawing a bead on Lobo. Following his cue, Shayera and her squadron opened up a salvo of missiles on a Kree bomber-squad heading for them, while the six Kryptonian fighters raced ahead like a swarm of angry hornets, felling two fighter-squadrons and a gunship that had been vectoring towards them, pulling off space-to-space maneuvers that could have made Air Force pilots of _any_ planet green with envy.

He had to talk to Clark, after this – he absolutely _had_ to get in the driver's seat of one of those babies.

As they drew closer, the flagship's defensive fire began to intensify, forcing Shayera and her squadron to pull out. "_All yours!_"

Looking ahead, Green Lantern saw Lobo's space-hog smash right through the flagship's hull, causing explosive decompression. "Kara, that's your cue!"

"_Got it! Two Infantry Drones, coming up!_" Instantly taking point, the armoured _Argo_ flitted ahead, its weapon-pods opening, before it fired two large, torpedo-like crystals at the flagship; in mid-flight, each crystal-missile's outer facets opened into four-pronged claws which began rotating like a drill-bit, allowing them to bore into the flagship's hull – seconds after impact, each crystal had burrowed directly into the armour plating of the ship directly around the hole Lobo had made.

Seconds after launching the Infantry Drones, the Speeder started to shake with repeated hits, its armour starting to flicker. "_Sorry, Lantern! I didn't have time to get a full repair-job done; I don't think I'll be able to stick around…_"

Green Lantern shook his head. "Forget about it, Kara! You can't do any more; get out of here!" At that, the wobbly Speeder pulled out, racing back to the Superdreadnought, while Green Lantern darted ahead, flying in through the hole in the hull.

Touching down on the vacuum-exposed floor, John realized he'd come not a moment too soon; the Infantry Drones had bored all the way into the corridor, opening their inner facets and spreading small, flake-like crystals like seeds. As each crystal-seed touched a part of the flagship, it began to grow, spreading layer upon layer of white crystal over the metal, the nanites within each crystal burrowing into the ship, subverting it as they grew, while more layers of crystal grew over the gap in the hull, scabbing it over like a gangrenous wound, while ignoring Lobo's abandoned space-hog completely. But the crystals didn't stop there; once enough crystal-layers had grown, they began to bud, slowly growing much larger crystals – human-sized ones – that morphed into tall, crystalline-armoured humanoid drones, eerily reminiscent of Kurox.

"Infantry Drones," Kara had called them. Now he knew why.

Once twelve of the crystal soldiers had grown out of the floor, one of them turned to Green Lantern. "_Lantern Corpsman, the hull-damage has been stabilized; probability of decompression is within acceptable levels, and life-support is normalizing. This vessel will be under our control within 5 minutes. It is safe to proceed. Awaiting orders._"

Green Lantern couldn't help but be a little unnerved by the utterly toneless voice the drone used, but he couldn't argue with it. "Understood," he replied. "Proceed to the bridge; we should find Ronan there, as well as Lobo." '_It shouldn't be hard; we just have to follow the trail of mayhem…_'

"_Affirmative._" With that, the Drones followed him out of the corridor, matching his pace easily.

Emerging from the repressurized corridor, Green Lantern and his new platoon eventually came to the entry-corridor of the bridge, where ten Kree troopers were blazing away at Lobo, who'd darted behind a fallen exhaust-pipe for cover. Seeing him, Lobo sneered. "Took ya long enough, Greeny!" he jeered, firing his plasma-rifle and felling one trooper. "What's with the bling-squad?"

His eyes narrowed, Green Lantern fired a ring-beam, snagging one trooper and slamming him into the wall. "Maybe if you'd waited for us like we'd planned, you'd know…" he began, but paused as the crystal-troopers began to march towards the Kree, into oncoming fire. '_What on Earth…are they nuts?_'

The Kree likely thought as he did, since they paused firing for a moment, before resuming; at first, the Drones shrugged off the Kree's shots, their internal shields flaring with repeated impacts, until the shields of the first drone failed – as one lucky hit got through, the lead Drone shattered, its upper torso disintegrating, leaving only its legs still standing. At first, the Kree cheered, but those soon turned to gasps of horror, as the Drone's shattered shell released clouds of seed-crystal that infected the corridor around it, spreading like fungus over the floor, walls, and ceiling, before _three more_ crystal-troopers budded off the floor, while the fallen Drone quickly repaired itself, and kept right on coming.

His face going blank, Lobo stopped firing. "_Frag,_" he muttered. "That…that's just _spooky…_"

Judging by their unnerved expressions, the Kree obviously agreed, their demeanors growing more and more frantic as they desperately blazed away at the Drones, until the 12 crystal-troopers had become _24._ Finally, the Kree had to pause to reload, giving the Drones the chance they were waiting for; the crystal-troopers at the front parted instantly, allowing those at the rear, their power-reserves still fresh, to dart forward, their arms morphing into hand-cannons. Before the Kree could react, two Drones opened fire with electrostatic bursts, stunning three of them into submission, while three more raced straight at the remaining guards. Grabbing one Kree, a Drone slammed the unfortunate trooper into the wall with unfeeling efficiency, knocking him out. As the second approached, another Kree swung at it, but the Drone blocked his punch, twisted his hand into a submission lock, and then picked him up, throwing him into a third. A fourth Kree tried to shoot the third drone, but it rolled right under his shot, coming up to slam him with a spin-kick, morphing its hand into a weapon in mid-air, before firing on the last one, stunning him.

Green Lantern could only whistle, as he remembered the "Instant Martians" from those old Looney Tunes shows. '_Damn…these guys are Instant __**Marines!**_'

With the threat dealt with, the wounded Drones jabbed their hands into the walls of the ship, their dulling armour regaining its off-white glow as they siphoned power from the ship, while their fully-powered comrades jabbed their hands into control-consoles, overriding the lock-outs on the bridge door beyond. "_Lantern Corpsman, we hav disengaged the locks on the bridge door. We may proceed._"

Lobo grinned savagely, hefting his rifle into his hands. "_That's_ what I'm fraggin' talkin' about!" he chortled, as he stormed forward, his gaze going murderous as he walked into the bridge. "_RONE! I gotta bone to pick with you, you rotten little crudge-humping, grignark-shit-ridden, bulak-lice-eating, overgrown tub of zerton-lard!_"

As Green Lantern and the Drone-platoon followed Lobo onto the bridge, John saw the nerve-center of the flagship in utter disarray; consoles were sparking, view-screens were shorting out, and half the bridge-crew were sporting bruises from being thrown about by the hammer-blows of Sentrius and its fleet. In the center of the chaos, a haggard Ronan stood at the command-chair, his Public Accuser robes dishevelled, the blue of his face now a pale cyan, his eyes maddeningly wide. "_Destroy_ them!" he shouted, pointing to the intruders. "Our victory is at hand! That is an order from your Accuser!"

Lobo sneered. "He's lost it."

Powering his ring, Green Lantern shrouded himself in green light. "Accuser Ronan, in the name of the Green Lantern Corps and the Galactic Confederacy, you are under arrest; order your forces to stand down and surrender."

As the Drones aimed their weapons at the bridge crew, every able Kree officer raised their hands in fright. "Please, Corpsman! We _surrender!_" the XO cried. "We cannot take much more of that…_thing's_ shots! We beg you, have it stand down!"

Ronan was _beyond_ furious. "_TRAITORS!_" he exploded, brandishing his Universal Weapon. "You _dare_ call yourselves Kree? In the moment of our victory, you abandon the Empire to its enemies? Resume your posts, _or die where you stand!_"

"You're not in any position to threaten, Ronan," Green Lantern snapped. "On more time: surrender or I let Lobo deal with you."

At that moment, Ronan completely _lost_ it. "_**NEVER!**_" he roared, unleashing a deadly energy-wave that shattered half the crystal-troopers, forcing Green Lantern and Lobo to jump aside. Catching his breath, the Accuser's face twisted in hate as the damaged Drones reassembled themselves in seconds, while generating back three times their initial losses, before unleashing a torrent of stunner-bolts. Blocking most of the shots with a barrier from his Weapon, Ronan howled as several shots broke through, numbing his entire left side with their electrostatic sting, before he unloaded a larger wave, felling three-quarters of the Drones…only to have them regenerate, once again.

Seeing Ronan ready a much larger attack, Green Lantern fired a ring-beam, snatching the Weapon right out of Ronan's hands, while Lobo drew his chain and let it fly, snagging the Accuser's wrist and yanking him into Lobo's uppercut, sending him flying across the bridge. "You made one _FRAGGIN'_ big mistake here, Rone!" he bellowed, closing on Ronan. "It wasn't tryin' to frag that big-ass Battlestation out there, which, in the Main Man's opinion, was pretty fraggin' dumb!" As Ronan stood up, Lobo floored him again with a right cross. "It wasn't tryin' to get fanboy and Zood to give up their tech, which is even tougher than tryin' to get a Trintian priest-girl to spread her legs!" Ronan tried to get up again, which Lobo stopped with a savage headbutt. "It wasn't even goin' up against Zood, who's probably the _second_-nastiest S.O.B. this side of the Cluster, next to Lobo himself!" Reaching down, he pulled Ronan back up, and stuck his plasma-rifle right under the Accuser's chin. "No, Rone, _your_ mistake was breakin' the biggest rule in the whole fraggin' 'verse!"

His red eyes narrowed. "_Don't EVER double-cross the Main Man._"

As Lobo cocked his rifle, a frantic Ronan looked to Green Lantern. "D-_Do_ something! You can't just let this animal execute me!"

Green Lantern folded his arms. "I think _now's_ a good time to surrender, Ronan," he snapped. "Otherwise, I walk out the door and let Lobo do as he pleases."

Ronan grimaced. "Sound…the surrender order."

Satisfied, Green Lantern looked to Lobo. "Remember, Lobo: you waste this mother _now_, and you can't get paid."

Lobo's manic grin collapsed. "Oh yeah." Scowling, he pulled his rifle away. "Mark yer calendar, Rone, 'cause this is the luckiest fraggin' day of yer _life!_" And with that, he headbutted Ronan into unconsciousness.

Green Lantern just groaned.

Lobo blinked. "What?"

XXXXXXXX

_Attilan_

As he blasted two oncoming Shi'ar troopers, Cyclops saw a familiar flash of light, running towards Leap as she dropped out of her teleport with Giant Man, Wasp, Husk, Multiple, Wolfsbane, Cannonball, Catseye, Beef, Firestar, and Thunderbird. Catching her breath, Leap sighed. "Okay, at this point, I'm not even going to _mention_ how much I hate doing long-distance jobs like this."

Chuckling grimly, Cyclops turned serious as he looked to Giant Man. "What's the situation? We haven't heard anything since these guys started attacking!"

Dr. Pym laughed. "Then you missed the big news! Superman and Zod made it back here! We've got these bastards on the run!"

Cyclops' eyes went wide behind his visor. "Sentrius is _here?_"

As if to answer him, a multitude of small, spherical-crystal automatons, trailed by three crystalline wing-arms, flew across the moon from behind the advancing lines of Shi'ar armour and infantry; the second they were in range, their arms snapped forward, peppering the advancing forces with stinging lasers, halting the advance. Seconds later, a swirling vortex opened up in front of the Shi'ar columns, as three Stealth-Speeders shot out of it, racing over the alarmed invaders, demolishing their armoured units with pinpoint-precision shots.

Cyclops arched an eyebrow. "Huh; ask a stupid question."

Multiple cheered. "Superman's bringing the cavalry!"

Wasp nodded. "The Kree have already surrendered, and most of the Skrull forces have already stood down!" she exclaimed, before frowning. "The Shi'ar, however, don't seem to have gotten the message!"

Smirking, Giant Man quickly grew to colossal size. "Well, Jan, that's why we're here: to _explain_ it to them!" With that, he walked over an entire Shi'ar battalion, pulling back his foot and _booting_ their supporting tank clear across the lunar surface. Spotting another one inching towards weapons-range of Attilan, he walked over and stomped on it, flattening it like a pancake.

With their support gone, the battalion turned desperate, and made a mad rush at the defending forces. Shrinking herself, Wasp flew straight at them, peppering them with sting-blasts, stunning them long enough for Wolfsbane to assume wolf-state and pounce at the front lines, felling three Shi'ar troopers in a matter of seconds. Not to be outdone, Catseye assumed feline form, shredding another three Shi'ar with her claws. Seeing two Shi'ar take aim at her teammate, Firestar let loose a microwave pulse, melting their weapons into slag, while an irate Thunderbird darted straight at them, slamming one with an uppercut, before twisting the motion into a spin-kick to take down the other.

As four more troopers tried to break through the front lines, Beef slammed one of them with a haymaker, sending him flying into two more, knocking them out, while three Multiples dashed out from behind him; closing on the second charging trooper, the lead Jamie slammed him with a side-kick, before the second leapfrogged over him, nailing the Shi'ar in the nose with a flip-kick, while the third darted behind him to trip him as he stumbled back. As his sister husked off her skin to reveal a diamond-hard layer beneath, Cannonball ignited himself, propelling himself through two full Shi'ar squads, taking down more than half of them. Seeing the stragglers start to close, Multiple generated three more copies of himself, before rushing to Paige's side, giving her an alley-oop into the air, to plant her ultra-dense feet into the skull of one of the troopers, halting their charge in time for Cyclops to optic-blast them into oblivion.

With the Shi'ar offensive all but stopped in its tracks, a grinning Cyclops turned towards Phoenix. '_Jean, did you hear? Clark and Zod…_'

Phoenix's laughter filtered through their link. '_…made it back here with Sentrius? I know!_' she sent to him. '_And they got here not a moment too soon…_' Her thoughts went silent, replaced by alarm as she raised a TK-barrier, repelling a ruby-hued force-beam…almost identical to his optic-blasts.

Slowly, Cyclops turned to see the armoured Shi'ar enforcer stalking towards them, even as the Shi'ar lines faltered and fled around him, his gaze never breaking from Cyclops'.

_Gabriel._

Keeping a hand on his visor, Cyclops inched towards his lost brother. "I don't want to fight you," he said carefully. "I know you don't know me, or trust me – that you probably hate me – but what I'm saying is true." He took a deep breath. "I'm your brother…"

Gabriel never gave him a chance to finish, as he let loose a force-beam from his fist, forcing Cyclops to roll to the side. The enforcer was on him in seconds, his foot flying into Cyclops' stomach with a kick, doubling him over before Gabriel's knee smashed his face upwards. Cyclops stumbled back, but recovered in time to block Gabriel's follow-up punch, twisting his arm behind him. "Your name is _Gabriel!_" he shouted. "You were born to our father, Christopher Summers! You have _two_ younger brothers: me, and Alexander! D'Ken took you from our father when you were a baby!"

With a roar of fury, the enforcer fired a beam from his free hand into the ground, propelling himself and Cyclops backwards, smashing Cyclops into Attilan's dome. Forced to release his brother, Cyclops blocked Gabriel's punch, and followed with a right-cross to his face, knocking his visored mask clean off, revealing that face – almost _his_ face – twisted in utter hate.

Blocking Gabriel's next punch, Cyclops rolled with the motion, pinning his brother face-first against the dome, forcing him to look at his reflection. "_Look_ at us, Gabriel! Look at your face, and at mine!" he shouted. "We're almost the same! _You are my brother!_"

For a moment, Gabriel paused, his eyes darting from Cyclops' reflection to his own, confusion crossing his face…before the hate returned, full-force; slamming his head backwards, he stunned Cyclops enough to break free, pushing him back and blasting him with a force-beam, knocking him flat on his back…

"_SCOTT!_"

Phoenix's scream was followed by a massive pulse of psychic flame, blasting Gabriel clear across the lunar landscape, as Jean rushed to Scott's side. "Scott, are you okay?"

Coughing, Cyclops got to his feet. "Aside from getting hit by a cannonball, never better," he wheezed, watching his brother get up. "I _reached_ him, Jean; it was only for half a moment, but I know I reached him!"

Glancing at the approaching Gabriel, Phoenix frowned. "Obviously not enough; he's just as hard-headed as _you_ are!"

Cyclops chuckled grimly. "Yeah, us Summers men are a stubborn bunch!" he agreed. Seeing Gabriel ready another force-blast, Cyclops beat him to the draw, unleashing an optic-surge that knocked Gabriel back into the dome-wall. '_Jean, plug me into his mind!_' he sent to Phoenix. '_If I'm going to get through to him, I'll have to hit him with everything I've got!_'

Phoenix paled. '_Scott, that could be dangerous…_'

'_He's my brother, Jean; if he could, I KNOW he'd do the same for me._'

Slowly, Phoenix nodded. '_Be careful; if anything goes wrong, I'm yanking you out!_' Seconds later, Cyclops felt her mind take hold of his…before a third presence joined in – Gabriel's, if his confused expression was any indication. Closing his eyes, Scott concentrated, summoning every happy memory he had…

_Birthday parties with his parents…_

_Playing with his new baby brother as a kid…_

_Meeting Professor Xavier…_

_Seeing Jean for the first time…_

_Becoming an X-Man…_

_Completing his first successful mission…_

_Finding Alex again..._

_Watching as the world changed, gradually accepting mutants…_

As the last memory faded, Scott focused one thought at his brother. '_This is me, Gabe; this is who I am…_'

"_GGWWWRRRAAAARRRGGGH!_"

Cyclops' eyes shot open wide as that guttural, inhuman scream spilled out of Gabriel, his hands clutched to his head. "Jean, what's wrong?"

"I don't know! He just…he just started freaking out!" Phoenix cried, before she gasped. "Oh my God…Scott, I think your memories may have jostled loose some of _his!_" Before she could explain further, a wave of memories overcame them both.

_Pain._

_A blood-red sky, above a blackened earth._

_Daily whippings._

_Never enough food._

_The other slaves beating him._

_Fighting back._

_Finding out he had powers._

_Fighting to the top of the slave-pit._

_Getting chosen as the Prince's enforcer._

_Leaving the pit behind._

_Getting all he'd been denied in the pit: food, a bed, his own slave-women._

_Fighting the Prince's enemies._

_Coming to this planet, to find someone who looked like him…_

With a cry of anguish, Phoenix severed the link between them and Gabriel. "Oh dear God…"

Shocked beyond belief by what his brother must have endured, Cyclops slowly walked towards his brother, his hands extended. "It's okay, Gabriel; it's over now. You don't have to be afraid of D'Ken, any more; he's _beaten_. He can't hurt you…"

With another anguished roar, Gabriel let loose a blindly-sweeping force-blast, tearing apart the landscape behind Cyclops, before he started to generate a crimson force-corona around himself, churning the earth around him…and then flying straight up, propelled by his corona, until he broke free of the moon's gravity, heading straight for Earth.

Stricken, Scott could only watch his brother fly away. "I…I just wanted to reach him," he murmured. "I didn't want to do _that_ to him…"

"You _didn't_, Slim; _D'Ken_ did," Jean soothed, looping her arms around his. "Gabriel remembers what happened to him, now; I don't think he'll be serving D'Ken, anytime soon."

Looking around, Cyclops saw the Shi'ar forces in full retreat. "Not that it matters."

Phoenix nodded. "D'Ken and his sister are _done;_ they won't be walking away from this."

Scott frowned. "_Good,_" he said. "That's something, at least." Finally, he allowed himself to relax; at last, the war was over…

…even if they had lost _this_ battle.

XXXXXXXX

_Confed One, a few minutes earlier_

As the Kryptonian flagship hammered away at the nearby hostile Shi'ar cruisers, while its support-Fighters and Stealth-Speeders chewed up any nearby enemy fightercraft, the _Starjammer_ flitted amongst the chaos, finally making a beeline for _Confed One's_ hangar-bay, darting inside and touching down. Once the hangar was pressurized, Corsair and his crew, plus the Fantastic Four, Phantom, Brainiac 5, Havok, Avalanche, Shadowcat, and Professor Xavier filed out…only to be greeted by a hailstorm of laser-fire as the main entrance opened. Quickly, the Invisible Woman raised a force-dome around herself and her teammates, while Corsair and his crew drew their weapons, firing into the onrushing mass of Shi'ar troopers alongside Havok and Brainiac 5, felling 5 Shi'ar and driving the rest back. "Guess Big Z's intel was right; D'Ken's going after his baby sister," Havok said.

Charles' expression was grave. "Then we need to find her before D'Ken does."

Glancing ahead, Reed paled. "Sue, I still think it would be best if you stayed with the ship…"

Annoyed, Sue's hands went to her hips. "God, Reed, does _every_ man on the planet lose 50 IQ points when babies are concerned?" she snapped. "You're really going to ask your pregnant wife to stay behind, all alone on a ship full of hostile infantry?"

Ben chuckled. "She's gotcha there, Stretch."

Reed was about to respond, but Corsair's hand on his shoulder stopped him. "Take my advice, Doc; I've _been_ in your shoes," he said. "Never argue with a pregnant lady; it never ends well."

Momentarily standing down battle-mode, Brainiac 5 scanned the corridor beyond the hangar entrance. "It appears that there is a firefight just outside the door, Captain Summers," he stated. "Shi'ar troops have pinned down a number of Confederate security personnel…as well as one Bgztllian female…"

Phantom went pale. "M-My _MOM'S_ out there?"

Corsair's eyes narrowed. "Mark, Alex, you two take point with my crew and I; once we push these goons back, Dr. Richards, you and your team will secure Councillor Wazzo and her people while the others cover you! Let's _move!_"

As they opened the doors into the corridor beyond, they found themselves in the middle of a massive firefight; two ten-man Shi'ar squads were engaged in a pincer maneuver, with one opening fire from the end of one corridor, while the other attacked from around the corner, forcing Councillor Wazzo and her 5-man security force to barricade themselves behind piles of rubble in the adjoining corner. Turning towards the nearest squad, Brainiac 5, Havok, and the Starjammers opened fire, drawing the troopers' attention towards them, while the Fantastic Four raced at Councillor Wazzo and her forces, Sue raising another shield-bubble to repel any stray shots. Seeing them race for the Councillor, several troopers from the other squad tried to charge, to intercept the four, but Avalanche unleashed a precise tremor through the walls of the ship, bursting steam-pipes right in their faces. Howling, the three Shi'ar stumbled back, long enough for Shadowcat and Phantom to close on them; before they could respond, Shadowcat simply ran right through them, shorting out their weapons, while Phantom phased the floor under their feet, sending them falling into the room below, quickly cloaking herself and her teammate once she was done.

Reaching the Councillor, Sue extended her bubble around Winema and her forces, while Reed and Johnny moved to engage the other squadron; flaming on, the Human Torch pasted them with bolts of plasma, while Mr. Fantastic looped himself into a living hula-hoop, rolling towards several charging Shi'ar and bowling them over. Wincing behind her barrier as it flared with incoming shots, Sue looked over her shoulder. "Councillor, you and your men need to move! Head for the hangar-bay; we have a ship there!"

Winema shook her head, gesturing to two of her security personnel, both of which were clutching severe plasma-burns. "Not without them!"

Sue grimaced. "Ben, I need you to be my wall!" she shouted. "I'm going to have to use my barrier as a stretcher!"

Automatically putting himself between them and the other squad, the Thing grimaced. "Uh, Susie? Ya might wanna hold off on that." Looking towards the hangar entrance, Sue paled as two more Shi'ar squads pored out of side-entrances, forcing the Starjammers to inch backwards, while Brainiac 5 placed himself between them and their attackers. Looking in the other direction, she saw several more squads pour into view, forcing Reed and her brother back, along with Shadowcat and Phantom. They were trapped…

The Shi'ar troopers had just begun to advance towards Winema's position when a blue-white beam shone through the corridor walls, depositing General Zod in front of them, a deadly-looking crystal cannon in his hands, and a deadlier-looking scowl on his face. Hefting his weapon forward, Zod tapped a panel on it; instantly, the weapon's forward twin crystal facets began to spin, before unleashing a lethal _monsoon_ of blistering blue-white laser-fire, cutting down over a dozen Shi'ar troopers in _seconds_, forcing the rest back. Pausing his assault, Zod tapped his crystal armband. "Sentrius: lock on my location, and deploy Infantry Drones; equip them with Bio-Attack Nanite Fog, Setting One, attack-target: Imperial Shi'ar!"

Mere moments after Dru had spoken, four massive crystal-spikes burst through the corridors, seamlessly sealing the damaged hull around their impact-sites, before their facets snapped open, unleashing a spray of sparkling crystal fog. At first, the others could only stare, confused – and momentarily spellbound – by the glittering haze, but the spell was quickly broken – the very moment any of the hostile Shi'ar breathed in or even _touched_ the fog, they doubled over in agony, screaming as tiny crystal growths burst out of their skin, sending them into unending seizures of pain. Inching away from the cloud of deadly nanites, the remaining Shi'ar watched as the fog condensed onto the ground, forming white patches that grew into 6 crystal-armoured humanoids, sporting arm-cannons. As the crystal-troopers advanced, firing on them, the Shi'ar returned fire, shattering one or two…only to watch as each "death" released more of the deadly nanite haze, before each fallen Drone repaired itself, generating three more of its kind in the process. As the six became 15, the Shi'ar decided enough was enough, throwing down their weapons and running for their lives.

Motioning for the Drones to stand by, Dru tapped a panel on his weapon, opening the back and letting four crystal control-rods, glowing with heat, pop out, cool, and then pop back in, the weapon's back end folding back up. "I trust we are not late?"

Charles smiled wearily. "Not at all, General," he said, his smile fading as he looked to the fallen, nano-infected Shi'ar. "Although I worry you may have gone overboard, somewhat."

"You may relax, Xavier; the Bio-Attack Nanites are on Attack Setting One, the _lowest._ They're currently keyed to _disable_ these Avian fools," he said, gesturing to one, whose crystal growths were already starting to collapse in on themselves. "They'll stay in their systems until the stand-down order is given, and then they'll self-terminate; if any infected Shi'ar tries to attack us before then, they'll seize again."

Shadowcat paled. "But…but _we_ breathed some of that stuff in! Are we going to..?"

"No, Katherine; the Nanites form a matrix in the air as well as in the target's body. Those in the air tag prospective targets; if a nanite finds itself in a tagged body, it attacks. None of you are tagged, and thus, are safe."

Standing up, Winema smiled. "Well, General, between Sentrius, those…ships, and now these crystal-soldiers, I must say you've made quite a showing!" she exclaimed. "Do you _always_ wage war in so grandiose a manner?"

Dru answered with a suave smirk, casually hefting his weapon on his shoulder. "Only when aroused."

Her eyes going wide, Winema quickly looked away, her face reddening. "I-I see…"

Phantom looked ready to _barf._ "_Oh, EEWW!_"

Zod's expression turned serious. "Situation?"

Winema looked grave. "This ship is almost overrun with Shi'ar infantry, General; the very _second_ Sentrius arrived, D'Ken and Caly'See hit us with everything they had. Empress Lilandra and I had planned to evacuate, but I got cut off; I still don't know her status…"

"She's still aboard; otherwise, D'Ken would not bother," Dru muttered, looking around, his tactical mind already whirring. "D'Ken's not quite as foolish as I thought; he knew he and his pitiful fleet stood no chance against Sentrius, so he opted to do the next best thing – he assaulted your ship, hoping to capture his sister – and possibly yourself, as well – and then flee under the guise of _Confed One_ being critically damaged, using his two new hostages to usurp the Shi'ar Republic."

Corsair scowled. "Abandoning his fleet, in the process."

Zod tapped his arm-band. "Sentrius: scan _Confed One!_ Locate the highest concentration of weapons-fire!"

"_Scanning…done; highest levels of weapons-discharge detected in the Observation Deck._"

Dru nodded. "Adjust the Wave-Jammer to begin targeting all Confederate step-through frequencies; do _NOT_ let this ship jump!" he ordered. "Have the _Wrath_, the _Fury_, and the _Valiance_ move into defensive positions around _Confed One_, and hold until otherwise ordered!" Ending the transmission, he looked to Winema. "Do not fear, Councillor; D'Ken and his ilk will take you _over my dead body._"

Winema's flush returned full-force.

Johnny arched an eyebrow. "Dang. For a grump, Big Z's pretty smooth."

Turning to the Four, the General continued. "Doctors, escort Councillor Wazzo to your ship, and prep the wounded for surgery – if those plasma-burns are any indication, they'll need immediate skin-grafts," he said, before turning to his Drones. "Twelve of you will patrol the ship and neutralize any pockets of resistance – split into two six-man teams; Grimm and Storm will accompany one, and Brainiac 5 and Phantom will escort the other. The rest of you will proceed with me to the Observation Deck. Understood?" The Drones quickly saluted, while the others nodded in acceptance, splitting up and heading in their separate directions.

Within minutes, the sounds of laser-fire filled the air again, as Zod's group reached the outer doors of the Observation Deck. "So…we're sure D'Ken's here, Big Z?" Havok asked.

"Cardinal rule of warfare, boy: know more about your enemy's psychological makeup than _he_ does," Zod answered. "At his most basic level, D'Ken is a coward; he surrounds himself with those that do his dirty-work for him – find the largest collection of subordinates, and you find him."

Concentrating, Professor Xavier reached into the Deck with his thoughts, before pulling back. "The General is right, Alex; D'Ken and Caly'See are here," he said, grimacing. "As is Empress Lilandra."

Zod readied his weapon. "Xavier: I want you to telepathically disable _everyone_ in that room for as long as you can; the Drones and I will move in first and flank them – the rest of you will engage them once we have knocked them off-balance!"

Nodding, Charles looked grave. "Be advised, General: I will only be able to hold them for several minutes. The Shi'ar mind is quite different from a human's, and these are trained soldiers…

"Several minutes, Xavier, are all that we need!" Zod declared. "Do it!" Closing his eyes, Charles began to concentrate…as the laser-fire suddenly stopped. Dru was instantly in motion. "Drones: Flanking Maneuver _Trol'Nar! MOVE!_"

Bursting through the upper entrance of the Deck, Zod and his Drones emerged onto a balcony overlooking the battle: three ten-man squads of Shi'ar troopers, with D'Ken and Caly'See at the rear, were aiming at five Imperial Guards, who had barricaded themselves behind some of the rubble, with Gladiator himself at the rear, shielding his Empress with himself, while Lilandra aimed her laser-pistol from behind him, all frozen in time, between one thought and the next. Leaping down from the balcony, Zod landed on his feet, aiming his Laser-Cannon in seconds, while the two Drones grabbed onto the wall and skittered across like spiders; two leapt off halfway across the Deck, landing in front of the battlegroup and to its side, while the third landed behind it, on the far side of the Deck.

The second the last Drone touched down, Charles' hold on their minds slipped; his aim momentarily shaken, D'Ken's eyes went wide as he saw Zod. "What in the Aerie's _name..?_"

His eyes narrowed, General Zod responded by opening up on D'Ken's force, cutting down six troopers in a thunderstorm of laser-fire. As the Drones also opened fire, felling three more Shi'ar, their comrades turned their weapons on one Drone, weakening its shields and shattering it…which only released another deadly cloud of Nanite Fog; blistering towards the Shi'ar troopers, the shimmery haze engulfed three more of them, sending them falling into seizures while four Drones rose from the one fallen crystal-trooper.

By then, the rest of Zod's team had caught up; leaping from the balcony Ch'od and Hepzibah charged straight at D'Ken's forces, taking them completely by surprise. With the speed of a hurricane with claws, Hepzibah tore apart three Shi'ar troopers, while Ch'od blocked the punch of one, before grabbing him and tossing him straight into another, knocking both of them out, while Havok covered them from the balcony, dropping two more with his force-blasts. Dashing towards Lilandra's position, Corsair and Raza strafed the Shi'ar, felling two of them as they took up defensive positions around Lilandra…and freeing up Gladiator for an attack; his eyes narrowed, Kallark instantly accelerated to superhuman speed, plowing over half of D'Ken's force as he charged, knocking two troopers across the Deck with one punch, cratering the wall as they hit, before grabbing a third and throwing him with enough force to bowl over another three like bowling-pins.

Watching their forces get picked apart, Caly'See knew she had to finish off her sister _now._ Flapping her wings, she took to the air, flying over the melee and dive-bombing towards Lilandra's defenders; Corsair and Raza tried to shoot her down, but Caly'See evaded every shot, to drop-kick them both, knocking them away. Lilandra tried to aim her weapon, but Caly'See knocked it out of her hands with a sweep of her wings. "Oh, how we have _waited_ for this day, you _useless_ little brat!" she hissed. "Finally, we will – _AARRGGHH!_"

Her threat ending in a howl, Caly'See clutched her head, bending backwards with agony as she crumpled to the floor. For a moment, Lilandra thought her sister's Siege Sickness had taken hold, but then she saw Charles focusing, his gaze trained on the twitching Caly'See, before he relaxed, letting her fall into unconsciousness. Meeting his gaze, Lilandra smiled with gratitude…before she rolled forward to grab her firearm, shooting the trooper that had been aiming at Charles.

Watching his forces crumble around him, D'Ken felt both rage and fear boil in his veins as Zod casually walked towards him and the three remaining soldiers he had, his crystal weapon at the ready. "_Shoot_ him!" he bellowed, but the three men, horrified beyond all reason, did not move. "_SHOOT_ him!"

Raising his weapon, Zod aimed it at D'Ken. "Surrender now, brat; it is over."

"_NOTHING_ is over!" D'Ken roared. "It does not matter what stars you cower before, or what army of machines you hide behind, Kryptonian _scum!_ Our Empire _will_ reign supreme!"

Zod paused. "You think _that_ is how I beat you, today? Simply because of our technology, or the sun? You're that deluded, are you?" he asked with a smirk. "Very well; let's _test_ that."

D'Ken paused. "What?"

Zod motioned to the four of them. "All of you, throw down your weapons; you three men, stand clear," he ordered. Once they had done so, Zod tapped a panel on his laser-cannon, shrinking it down into a cylinder, clipping it to his belt. "Now, then, brat…_come and get me._"

D'Ken couldn't speak.

"There is no trick here, boy; I haven't had sufficient exposure to the sun's energy to renew my powers, and I will not so much as _touch_ any of our technology," General Zod said. "You came here seeking a hostage, and if you can beat me without any weapons or trickery, you may have one, something not even your fool father could boast of."

His eyes narrowed. "So for _once_ in your mewling, spoiled, _useless_ little life…_fight like a MAN._"

D'Ken saw _RED._ With a roar of pure rage, he ran at Zod, ready to tear him limb from limb; the General simply spun on his heel, letting D'Ken rush past him, to smack his back-fist into the rear of D'Ken's skull as he passed.

"Pathetic, boy; a Cadet in the first year of the Academy could have done better."

Maddened with fury, D'Ken came at Zod again, but he was once more countered; catching his grapple-attack with ease, the General slammed his head forward in a savage headbutt, before he pierced a nerve-cluster in D'Ken's torso with a finger-stab, doubling him over. "You've made the exact same critical error in tactics your idiot sire did, boy," Zod mocked, slamming his knee upwards to knock D'Ken on his rear. "You allowed your emotions to get the better of you."

Snarling, D'Ken got to his feet, only to meet Zod's foot on the inside of his knee, knocking him down again. "Your ego and bloated sense of entitlement caused you to wage war upon us in the first place; your pride refused to let you surrender when victory became impossible. You are not the master of yourself, brat," he lectured, as D'Ken came at him again, punctuating his next statement with an uppercut. "That makes you predictable." As D'Ken stumbled, Zod followed with a right cross to his face. "That makes you _sloppy._" He promptly finished with a push-kick-back-kick combo that knocked D'Ken back on his ass. "And, ultimately, that makes you _weak._"

Utterly _sick_ with rage, D'Ken stayed down, his breathing and heartbeat throbbing in his ears, seeing only the toes of Zod's boots as the General stood over him. "Your cause is lost, boy; if you want to live, you _will_ surrender…"

With a roar of pure madness, D'Ken reached for the knife he kept hidden in his belt, found it, and pulled it free, slashing a deep gouge across Zod's abdomen as he leapt to his feet. Wincing, General Zod stumbled, covering the wound, before he quickly moved to catch D'Ken's hands as the maddened prince stabbed downwards, towards his face. "_You will not disgrace us again! NOT AGAIN!_" he screamed. "_You will kneel before me, OR YOU WILL DIE!_"

Grunting against D'Ken's psychotic strength, Zod found his footing, meeting the prince's crazed glare with one of pure _will._ "Zod does _not_ kneel to lesser men!" he bellowed. "_Lesser men!_" He drove one heel into D'Ken's instep, making him cry out, his balance shifted.

"_Kneel!_" With D'Ken's balance gone, Zod shifted his grip, to put pressure on his foe's wrists.

"_Before ZOD!_"

And with that, Zod pushed on D'Ken's wrists, forcing him to his knees, wrenching the knife away. "One last time, brat: _surrender._"

But D'Ken was beyond reason now. "_NEVER!_" he screamed, his laugh maddened. "I'll _die_ first!"

Zod's glare bored into him. "So be it." He tapped his armband. "Sentrius: arm the _StarSmasher_; ready a 1 percent charge, and target the Shi'ar center-force! Fire when ready!" His order sent, Zod grabbed D'Ken, and marched him towards the main window. "Take a _good_ look, brat; _this_ is who you and yours thought to conquer."

As if on cue, a single, tiny orb of red-green-blue light flitted from the top of Sentrius' main spire, flitting across space into the cluster of Shi'ar cruisers – D'Ken's center force – where it detonated.

The explosion lit up space for light-years around, rocking every ship outside the blast-radius and practically flipping _Confed One_ upside-down; after several long seconds, once the light died away, D'Ken looked for his ships…and found nothing.

"_Still_ ready to die at our hands, Shi'ar?"

His madness shattered by what he'd just seen, D'Ken deflated, his head hung low, sagging in Zod's grip.

"I thought not." Turning towards the others, he shoved D'Ken forward. "Majestrix, I believe your brother has something to say…"

But his statement paused, as Corsair's gun rested against D'Ken's forehead. "How many years, D'Ken?" he snarled. "_How many years did you keep my son in those pits?_" When D'Ken didn't answer, Corsair's finger gripped the trigger. "_You deserve EVERYTHING you're about to get!_"

Zod's tone was patient. "Steady, Captain," he said. "He likely _does_ deserve whatever you think he does, and more, but right now, he's useful to us."

Corsair didn't move. "Why, General? Why should _he_ get to live when my _wife_ didn't? Why the _hell_ should he get to live _one more second..?_"

"Dad?"

Havok was at his father's side, placing his hand on his arm. "Look, I'm not gonna say I understand how you feel about what this bastard did to you," he said, "but…I don't think Mom would want you to do this…and I don't think Gabe or your first wife would, either."

At that, Corsair's eyes went wide, before resting on the barrel of his gun, as if seeing what he was doing for the first time…

As he saw the broken expression of D'Ken, they hardened, again. "Oh, you are _very_ lucky my son was here," he snarled…before lowering his gun. "Get this piece of garbage _out_ of here."

Havok breathed a relieved sigh, while the Imperial Guards led D'Ken, Caly'See, and their remaining men away. Turning to Havok, Zod smiled. "Excellent work, young man."

"Thanks," Havok murmured. "Is it over, now?"

"Not quite." Zod looked out the window towards Earth. "We still have _one_ left to deal with: the masterminds behind this little debacle." He chuckled dryly, as he saw the red/blue Superdreadnought over the North Pole. "I'm sure that the Cadet has that problem well in hand, by now…"

XXXXXXXX

_North Pole, a few minutes earlier_

As several Skrull troopers' shots impacted against her barrier, Power Girl blasted them away with light-orbs, giving Krypto the opening he needed to dart ahead, tearing the weapon away from one Skrull and then tail-whipping him into another. Darting away from the cannon-fire of one tank, Power Girl saw Tin Man blast it apart with a plasma-blast. "Kurox, what's the situation?"

"_The tide has turned, Mistress Ka-Lir; the Kree and Shi'ar forces are in retreat, and King Namor and his forces are holding on the left and right. However, the Skrull infantry is still advancing in the center – Mistress, take evasive action!_"

Kurox's warning almost came too late, as the Super-Skrull's flaming rock-fist shot in at her; Power Girl barely had time to raise another shield as she was knocked back several feet. Darting back up again, she saw an irate Empress Veranke, with Kl'rt behind her, advancing towards her, her energy-rapier drawn. "_Wretched! Arrogant! Insufferable! KRYPTONIANS!_" she shrieked, punctuating every insult with a sweeping sword-strike against Power Girl's barrier, causing her to inch back with every impact. "All alike, each _ONE_ of you!"

Power Girl grinned. "Thanks!" Dropping her barrier at the last second, she ducked under Veranke's slash, before leaping up and kicking her square in the face; Veranke was sent flying across the ice, landing hard, but did a handspring, getting back up.

"Excellency!" Kl'rt cried, rushing to her side. "Empress, please, allow me the honor of…"

"_No,_ Kl'rt!" Veranke shouted, brandishing her blade at Power Girl. "This wench's hide is _mine!_" Advancing, the Skrull Empress deflected Power Girl's light-bolt with her blade, before charging with a stab-attack; Power Girl darted to the left…right into Veranke's back-kick. As Alison stumbled, the Empress followed with a knee-kick, and then a toe-kick to her knee-joint, before grabbing hold of her hair. "Now, wench, you _will_ surrender…"

_CRACK!_

Veranke's ultimatum – and probably her two front teeth – were cut off, as Power Girl reared back and _headbutted_ the Skrull Empress point-blank. Howling in pain, Veranke stumbled back, clutching her shattered nose, trying to stop up the leaking green blood, uttering the most _unholy_ curses in the Skrull-dar language. Chuckling darkly, Alison cupped her hand behind her ear. "What was that? You sound kinda nasal!"

The Super-Skrull looked ready to _pop._ "Insolent _wench!_" he exploded, sending a torrent of flame-blasts at her, but Power Girl instantly raised a barrier, deflecting every one. Before Kl'rt could reach, Tin Man fired a Disruptor-blast at him, forcing _him_ on the defensive, while an enraged Krypto darted forward, sinking his teeth into Veranke's sword-arm. As his Empress tried to shake the Superdog off, Kl'rt called out, "_Skrulls! Your Empress needs you! DEFEND HER!_"

At once, over a hundred Skrull troopers turned their weapons towards Power Girl, Krypto, and Kurox; forced to assume a defensive state, Tin Man raised his shields around Power Girl, while Krypto darted beside his Master's Mate, letting Tin Man repel the incoming fire. Motioning for the fire to stop, Veranke glowered at Alison, her bloodied nose a dark green. "You have gambled and lost, half-breed; whatever plan you thought you had has failed. I have over a _thousand_ ships – and thousands more troops to send – while you have nothing left." She smirked. "Not even your paramour…"

_RRRRRUUUUMMMMBBBBLLLLEEE!_

Veranke's insult was drowned out, as the earth began to rumble…in perfect time with a brilliant flare of light that suddenly appeared in the sky. After a few long seconds, the light faded, and the rumble died away.

Everyone was silent for a moment, until a lone Skrull spoke up. "What in the name of the gods was _that?_"

Tin Man answered him. "_A matter-antimatter detonation, consistent with those fired by Sentrius' primary weapon, the StarSmasher-Class Plasma/Antiplasma-Projection Cannon._"

Veranke's smirk collapsed, her face going pale. "What?"

Alison laughed up at the sky. '_Clarkie, you DID it!_' "Where do you think my "paramour" _went_, lady?" she giggled. "He and Zod dug Sentrius out of mothballs, and _BROUGHT_ it here! That fleet of yours is probably space-dust, by now!"

Veranke was dead silent, before fishing out her communicator. "Fleet, report in!" she ordered…and got no answer. "Your Empress speaks, now! Report in, _anyone!_"

Power Girl shrugged. "Sorry, 'Ranke; they're either toast, or getting jammed."

The Skrull troops were frozen to the spot, murmuring. "No…it isn't _true…_"

Even Kl'rt looked unnerved. "Excellency…what shall we do?"

Veranke was bordering on hysterics. "_Push FORWARD!_" she shrieked. "_Ignore this wretch! Once this outpost is ours, not even SENTRIUS can stop us…_"

Once again, she was cut off, as a massive pressure-wave washed over them, accompanying a sub-orbital step-through jump; instantly, a colossal, red-blue crystal ship appeared over their heads, blocking out the sun. Seconds later, a teleporter wave deposited a familiar figure in front of Power Girl.

"Hi, _taushi_; sorry I'm late!"

As Krypto barked for joy, leaping seven feet into the air at his Master's return, Alison smiled at her beau. "Better late than never, _tausha._"

Smiling back at her, Superman turned to the Skrulls, his expression going chilly. "Commander Kl'rt," he snapped, "which I'm guessing makes you the Skrull Empress." He folded his arms. "Well, this saves time; I'm here to discuss terms for surrender."

Veranke gulped. "O-Our terms are simple, Kryptonian: you will surrender control of this outpost…"

Superman laughed. "Oh, I'm sorry – I wasn't clear," he said. "I meant _your_ surrender."

Kl'rt scowled. "You…you cannot bluff us, filth! There is no way you could have possibly brought Sentrius here!"

"I _never_ lie, Skrull, especially not about something like this," Superman shot back. "And if you knew anything about us from our peoples' history, it's that we Kryptonians have a way of _doing_ the impossible." His eyes narrowed. "One more time: surrender, and you all get to walk away."

Veranke scowled. "I grow weary of this..!"

"Have it _your_ way," Superman snapped, tapping the crystal unit clipped to his temple. "_Perseverance:_ deploy _Kolth Sur'onon!_"

Instantly, another teleporter beam shone down from the titanic vessel, stopping right in front of the Skrulls…where it deposited a small, basketball-sized, white-crystal globe.

The Skrulls just stared…and then burst out laughing, Kl'rt and Veranke along with them. Verabke was barely able to catch her breath. "You…you expect us to surrender…to _THAT?_"

And then the ship started to move, gliding out of the sun's path; instantly, the golden beams shone over Superman, revitalizing him…and causing the sphere to glow.

The Skrulls' laughter instantly _stopped._

Energized by the sun's rays, the sphere started adding mass to itself, literally growing; before anyone could blink, it was the size of a car, then a house, then a _tank…_at which point it sprouted one spidery _leg_.

Then another.

Then another, and another.

Its four legs formed, its main body assembling as it grew larger, the spidery crystal thing stood up, looming over a _hundred_ feet tall, as it grew a spherical head, linked to its body by a conical neck, with one green, positronic eye.

"Empress? Commander?" Superman said. "Say hello to Old Grouchy, a _Repentant Marauder_-Class Anti-Planetary WarBot."

Turning its eye towards the terrified Skrulls, Old Grouchy's eye turned _yellow_, as it began targeting each and every one of them, awaiting the command to attack…

Suddenly, one Skrull tank panicked, and opened fire, its shot spanging harmlessly against Old Grouchy's massive shield.

Old Grouchy's eye went _red._

Popping massive weapons-turrets out of its hip-joints, the colossal WarBot opened fire, blasting two tanks to nothingness with ion-beams, while blowing away three more with homing energy-torpedoes. Frantic, the Skrulls returned fire, blasting away harmlessly at its shield…but that just made Old Grouchy _grouchier_; turning its head towards the Skrull infantry, it fired a sweeping positron beam from its eye, annihilating over 20 troopers in a second, before it launched ten Attack-Drones from its torso. The smaller automatons shot across the battlefield, blasting away at infantry and armoured units. More tanks desperately tried to flank it, but the deadly WarBot blasted them with impunity, before it stepped forward, its enormous leg spearing through one unlucky tank, squashing it like a _bug._

As Old Grouchy stomped over them, Kl'rt managed to find his voice. "_R-Retreat!_" he shouted. "Infantry, suppressing fire! We'll fall back to orbit and regroup! Empress, get to your escape-ship!"

Kl'rt's orders sent the Skrulls into chaos; troopers fled every which way, while several brave souls opened fire on the WarBot, doing no damage whatsoever. Watching Kl'rt and the Empress flee, Superman's eyes narrowed. "Kurox, cover us! Power Girl, Krypto, with me! If those two get away, they can just start this mess, all over again; we're ending this _now!_"

That was all he needed to say; as Superman charged forward, through the chaotic mass of Skrulls, Power Girl and the Superdog followed right after him. Spotting them, several Skrulls unleashed a salvo of blistering lasers, but Superman tapped three of the crystals clipped to his belt. "_Interceptors!_" At once, the crystals morphed into Interceptor Drones, shooting ahead of him and raising defensive fields, blocking the shots, before flitting back to his belt and morphing back, turning dull as they recharged. The Skrulls started to reload, but Krypto was on them instantly, biting through the rifle of the first Skrull, before grabbing his leg and spinning him around like a club.

They had just sighted the retreating forms of Kl'rt and the Empress when several tanks rumbled in front of them. Her eyes glowing, Power Girl fired an eye-ray through its cannon, melting it off, while Superman drew another crystal, morphing it into a hand-held Polaron Disruptor; firing a single shot, he turned it into a practical paperweight, before darting forward, lifting it up, and throwing it out of the way, letting them charge through.

Kl'rt and Veranke were just heading towards an empty landing-ship when Superman and Power Girl caught up to them. Turning, the Super-Skrull snarled, launching a flaming fist right at Superman, who expertly leaned aside just enough to dodge it, firing an eye-ray and grazing Kl'rt's shoulder. As the Super-Skrull stumbled, Power Girl followed it up with a burst of gale-breath, knocking him back into the ship's hull and knocking him out. Frantic, the Empress rushed for the ship's main hatch, but Superman drew a fresh crystal, and threw it.

The nano-driver crystal shot towards Veranke, breezing right past her ear. The near-miss made the Empress freeze, but as she realized she was unhurt, she turned back to sneer. "After all that, you could not even strike me?"

"Who said I was trying to?"

Confused, Veranke turned back…to find the nano-driver buried in the ship's hull, just as its rear facets opened like a terrible blossom, and started _beeping._

Like a hunting-dog that had heard a whistle, Old Grouchy turned from its path of mayhem, and came straight at Veranke, stomping over several tanks and drop-ships, until it was right in front of her ship, raising its terrible leg…

With a scream of fright, Veranke leapt off the boarding-ramp just as the WarBot stabbed its leg through her means of escape, destroying it in a massive blast that only rippled the shield on its leg, sending the depleted nano-driver flying back to Superman's hand. Veranke was thrown to the ground, her armour dull and sooty, her hair dishevelled, her face bruised and bloodied, and her expression wild with fear. "_Skrulls!_" she cried, hysterical, now. "_Defend your Empress!_"

As the remaining Skrull troops massed towards them, Superman frowned, tapping his Targeting Visor to extend it over his eyes, targeting every single trooper. "_Wrong_ move, Empress," he growled, drawing the last fresh nano-driver. "_Rotamace._"

Her eyes wide, Power Girl ducked low, covering a confused Krypto with herself.

The nano-driver had already morphed into a crystalline disc by the time the Skrulls closed on Superman, adhering to his hand as it spun up a dozen tiny energy-globes…and then let them all fly, bouncing off one Skrull after another, ricocheting wildly as they all but flattened every trooper that answered Veranke's call.

Within a minute, every Skrull within a 5-mile radius had been knocked flat on their rear, to Veranke's horror. Powering down the nano-driver, Superman walked towards her, his eyes narrowed. "Well, Empress?" he asked. "Who would you rather deal with? Me?"

He gestured to Old Grouchy. "Or _him?_"

As if on cue, the WarBot looked right at her, its eye projecting a targeting beam that settled over her heart…

Stricken, Veranke drew her communicator, her voice broken as she spoke. "To all Skrulls of the Imperial Army and Navy: this is your Empress that speaks," she whispered. "Cease all hostilities. Lay down your arms and surrender." Her head drooped. "We are beaten."

Superman breathed a relieved sigh. "_Kolth Sur'onon:_ disengage attack-mode and stand by, authorization code _Ty'Ro-Gy'Rek-Vel'Non-Shor._"

Instantly, the WarBot powered off its targeting beam, its eye turning back to yellow as it leaned back, standing at attention.

As Power Girl stood up, she saw Aquaman, his cousins, Leviathan, and General Ro'Karon walking towards them, gazing up at Old Grouchy. "By Neptune…" Namor murmured.

Namorita gulped. "W-What kind of…of _thing_ is that?"

Aquaman smiled wearily. "The kind that saved all of our butts, 'Nita." He looked to Superman. "Although it took its sweet time getting here."

Superman shrugged. "Traffic."

Looking to her boyfriend, Alison smiled, walking over to him, and looping her arms around his neck, their noses touching. "Hi."

Superman smiled back, his hands moving to her hips. "Hi."

Alison giggled, still a bit giddy from having survived. "So you show up with a Battlestation, a couple of Superdreadnoughts, and a WarBot, and completely _clobber _an invading army?" she asked. "If I didn't know better, I'd almost say you were trying to impress me."

Superman's smile turned weary. "Hey, it's all in a day's work for a Station-Commander."

It was only then that Alison noticed the crystal stud on her boyfriend's collar. "Station-Commander?"

"Yeah; the General commissioned me."

Alison chuckled. "Did he, now?" she asked. "So, since you asked me to run your little cabana here, I guess that makes me a Fortress Commander?"

"I guess so."

Alison's smile turned lascivious, her exhilaration at surviving turning quickly to desire. "In _that_ case, buster, _I_ have an order for _you._" With that, she leaned in close, right next to his ear, speaking in Kryptonese, only for him.

"_Take me inside and get this uniform OFF of me, right NOW._"

Superman's eyes went wide, before he grinned. "Yes, _ma'am._"

Alison's eyes glittered as she looked into Clark's. "We did it."

Looking around – in spite of all the destruction, the mayhem, and loss – Clark had to nod. "Yeah, we did." With that, he pulled his _taushi_ close, reassuring her – and himself – that they had.

The war was over.

Earth was safe again.

XXXXXXXX

_Coming Soon:_

_The war is over, and Earth is safe._

_As our heroes struggle to recover from this ordeal, greedy eyes turn towards the new prize in the heavens…_

…_but when a terrible secret comes to light, the Man of Steel begins to wonder if a far more terrible enemy lies in their midst._

_An enemy with access to the deadliest weapon ever constructed._

_Will our heroes be able to stop this friend-turned-foe?_

_Or will the world kneel before its new master?_

_Be there, as the world trembles in fear "When Heroes Fall…"_


	40. When Heroes Fall, Part One

CHAPTER THIRTY-NINE: WHEN HEROES FALL, PART ONE: RULES OF ENGAGEMENT

_North Pole, August 17, 2009_

With the war over and done with, the immaculate silence of the polar ice had since returned, though the visual aftermath was quite different: littering the ice around the Fortress' shield were blackened husks of Kree, Skrull, and Shi'ar landing-vessels, gunships, and armoured vehicles, as well as wreckages of more than a few Atlantean cruisers. Adding to the eerie sight were black-rimmed holes blown in the ice, like gangrenous wounds, made all the eerier by the red, green, and blue blood-stains upon the ice. With Old Grouchy gone, returned to Sentrius, the Atlantean Fleet having withdrawn, returning home, and the invasion-forces having stood down, all was quiet again.

Inside the Fortress itself, however, nothing indicated that a battle had even taken place, save for Tin Man lingering in the Core Chamber, overseeing the Fortress' ECM, checking over its output, making sure it was functioning as normal while it replenished the 10 depleted EPMs – drained by firing the _StarLances_ so often – while the remaining two gleamed brightly. Beyond that, the Fortress' interior was as immaculately organized as it always was…

…with one exception.

In Clark's personal chamber, the pristine order of the Fortress was perturbed by two piles of clothing – one red-blue, and one pure white – tossed haphazardly on the floor next to the bed, while the silvery bedsheets were pulled to the side, over the edge and down to the floor, where Clark and Alison both lay together, the silver, spandex-like material wrapped around their bodies, cocooning them together. As his beloved _taushi_ stirred beneath him, Clark leaned in close, enveloping his sweet Alison's lips with a kiss; lightly gasping, Alison reciprocated immediately, sighing with delight as Clark rolled her on top of him, keeping her trapped in the wonderfully iron-hard, living-steel cage of his arms, her blood turning to fire in her veins from the sensations racing across her skin, beginning at her most intimate junction, where they were still joined as one.

Managing to regain control of himself, his mind still delirious from her, Clark smiled at his beloved. "Hi."

Her eyes glittering with love, Alison smiled back, her silky gold tresses mussed into a beautiful bedhead, with a few strawberry blonde tendrils curling down to rest upon the swells of her ample curves, her voice breathy. "Hi."

Grinning like an idiot, Clark placed his hands upon her hips, inching her just that much closer, sending fresh waves of bliss surging through them both. "You sure know how to give a boyfriend a good welcome."

Alison giggled. "What can I say? After pretty much saving the _planet_, I thought you deserved a hero's greeting, _Commander El._"

Like it often did, Alison's voice made his new title sound sultry, eroding what little control he had. "I'm still not entirely sure I deserve that rank," Clark answered, sitting up and meeting her gaze.

"_I_ am," Alison cooed. "You completely took command of the battlefield," she glided her hands along his shoulders, "and of _me._"

That last sexy whisper utterly demolished Clark's self-control; sweeping her into an embrace, Clark pulled his sweet _taushi_ into a drowning kiss, before they were lost in each other, once again.

After another pleasurable eternity, Clark released Alison from his embrace, still straddling him, completely spent as she leaned against his chest, her eyes half-closed with joyous fatigue. "We…we really need to wash up," Clark murmured, his nerves still arcing from contact with his Alia. "Zod will be expecting us at the treaty-negotiations."

Alison sighed, rolling off of her boyfriend. "Does he really need us there? He and Councillor Wazzo should be able to handle things." Her mouth twisted with disgust at her statement. "Okay, _eew;_ I just realized how _wrong_ that sounded!"

Clark chuckled. "I'm sure Tinya would agree," he quipped, summoning the Fortress' holo-interface with a wave. "As for the General's request, I agree with you: there's a lot more we should be doing, like helping in the recovery-effort. This war…did a lot of damage."

His voice turned soft as he scanned through the data-feeds from the numerous battle-zones that had been spaced over the planet, grimacing as he took in the sights of blackened buildings, downed fighters – human and alien – and injured people walking the streets. What was worse, this conflict had done more damage than just to property or people – Gorilla City had been exposed, along with the Fortress.

And all for what?

Clark's ruminations were summarily derailed as a soft pair of lips contacted his shoulder. Trailing feather-soft kisses up his arm, Alison gently turned his face towards hers. "You're brooding," she chided. "What is it?"

Clark sighed – nothing got past her. "It's just…so much death, Alia," he murmured. "So many people – on Earth and beyond it – have been hurt because of this; because of _me._" He lowered his gaze. "I was sent here to _serve_ Earth's people, not lead them to doom…"

"You _didn't_, Clark," Alison said firmly. "You didn't cause this war; the Skrulls – as well as the Kree and Shi'ar – started this; they _chose_ to come here and chase after a bunch of old vendettas. _That's_ why this happened. If it hadn't been for you and Zod, many _more_ people would be dead, and Earth would have been enslaved by any one of them – the entire human race would be in slave-pits, by now. You _saved_ them, Clark." Her tone turned whisper-soft. "You saved _all_ of us."

Clark closed his eyes. "That doesn't make dealing with what I did easier," he murmured. "I…I can still remember watching Sentrius and the Superdreadnoughts open fire on them…I don't know how I can look in the mirror, ever again…"

Alison rested her head against his shoulder. "I don't think it's supposed to be easy, baby," she cooed. "The fact that it was such a burden to you _tells_ you what a hero you are – it's when it's _not_ a burden that you have to worry."

Clark felt a faint smile cross his face. "Well, if that ever happens, I'm sure you'll be there to kick me in the pants, right?"

Alison laughed. "You bet that cute butt of yours I will!" she teased. "Now, I'm going to go get a shower." Letting the sheets release their hold on her, Alison stood up, and headed for the ion-shower chamber; his gaze never leaving her, Clark was spellbound by the sight of his gloriously naked _taushi_, the spell only breaking as she disappeared into the chamber…before her head popped out again, an impishly flirtatious smile on her face.

"Clark? Aren't you coming?"

His idiotic grin coming back full force, Clark quickly rose, following his Alia into the shower, letting the door seal behind them. The chamber flared to life with light, before streams of glowing ion-charged water washed over them, bathing them in both cool water and tingling light. Enjoying the sensations that swept over him, Clark turned his gaze towards his beloved, feeling his desires flare as he took in the sight of her, her golden hair slicked beautifully against her skull, the water beading upon her skin, her soft lips parted invitingly for him…

Before he even knew it, passion had him in its thrall, as he took her in his arms, holding her close. "I saw video-feeds of the battles here," he murmured. "Alia…you were amazing; like some fearsome, beautiful warrior-goddess straight out of ancient myth…"

Gasping as that wonderful heat nestled between her thighs, claiming her once again, Alison looped her arms around her lover's neck, wrapping her legs around his waist, encouraging him to stop teasing her. "J-Just imagine how I felt when I saw you, baby," she murmured. "You were like a terribly beautiful sun-god that dropped out of the sky to bring terrible wrath upon the wicked – as though Von-El himself had returned to shatter tyranny, once again…"

Her words were poetry, music to his ears…and something else. "Let's hope it _stays_ down, this time," he agreed. "Right now, I think the General can wait a _little_ while."

Alison's grin was lascivious. "After all, to the victor go the spoils," she purred. "So…aren't you going to spoil me?"

Clark chuckled. "As my _taushi_ commands." And with that, they were united, once again, making their shower _much_ longer than either of them had planned…

XXXXXXXX

_Sentrius Battlestation, Earth orbit_

With the remnants of the invasion-forces having moved off, holding position around the World-Gate, it had been easy for the six Superdreadnoughts to tow Sentrius into a defensive position over Earth…which provided a most spectacular view.

Standing in the colossal Battlestation's observation deck/conference room, Winema was astounded as she gazed down at the blue planet, her hand idly resting against the pale blue crystal that framed the viewing-window. "This…this is amazing; even the observation-deck of _Confed One_ doesn't offer such a view."

Walking up next to her, General Zod glanced down at Earth. "I suppose," he agreed, before glancing towards the _Wrath_ and her sister-ships encircling Sentrius, moving into position in front of their Zone Storage Units. "I'm afraid I've never had much of an eye for scenery; with so many tours of duty, I've never had the time to appreciate it."

Winema felt her heart flutter at her proximity to the General. "Of…of course, General."

Zod smiled. "Please, Councillor: _Dru._"

Winema flushed. "In that case, please call me Winema." Her blush intensifying, she glanced back out into space, in time to see auras of black-violet energy swallow the Superdreadnoughts, placing them back into storage. "I…I still can't believe I'm here, on board the Sentrius Battlestation; I'm standing on a piece of history!"

Dru chuckled, as he glanced behind them. "It seems you are not the only one who feels that way."

Following Dru's gaze, Winema quickly remembered the others who had come with her, kicking herself for being so brazen in front of her colleagues. Fortunately, the others – Lanterns Stewart and Jordan, Empress Lilandra, Professor Xavier, Colonel Hol, Admiral Var, and Lobo – were too enthralled by Sentrius to notice, or, in Lobo's case, simply did not care. "This…this is amazing!" Admiral Var exclaimed, looking out through another viewing-window – one that opened inward, looking down at Sentrius' vehicle-bay. "General…you have an entire _armada_ in storage here!"

Hal nodded, giving an appreciative whistle. "You Kryptonians sure build things to last; this thing is over 5000 years old, and it's still cutting-edge…"

"_Thank you, Lantern Corpsman Hal Jordan,_" came Sentrius' reply, as her holo-self flickered into view. "_I am pleased that this conflict could be resolved swiftly before any additional life-loss could occur._"

Lilandra gasped. "This station…is _sentient?_"

Charles nodded. "Quite so, Empress; from what we know, Sentrius is one of the longest-running A.I.s in Krypton's history."

Her eyes wide, Admiral Var looked to Winema and Zod. "Councillor, General, I would like to speak with you both on a matter of dire importance once this treaty is signed."

Lantern Stewart and Shayera exchanged worried looks. "Admiral, I'm not sure this is the time…" Shayera began.

Lobo interrupted her. "Awright, enough with the gab-fest! I helped you guys stomp on Rone and those green feebs, an' as fun as that was, I got bills ta pay! Where's my fraggin' money?"

Dru frowned. "Sentrius, has there been any word from Commander El or our former antagonists?"

"_Affirmative, General: I am detecting the Argo en route, ETA one minute. The Kree, Skrull, and Imperial Shi'ar diplomatic shuttles are also en route, awaiting permission to dock._"

"Excellent. As soon as the Cadet's ship is in range, teleport him and the Blaire girl here, and have the _Argo's_ autopilot set her down in Vehicle Bay One," Dru ordered. "Once they're aboard, teleport our guests in, as well."

A few seconds later, a flash of blue-white light deposited Superman and Power Girl in the conference room. Meeting his godfather's gaze, Superman smiled sheepishly. "My apologies for being late, sir; we were a bit…distracted."

Power Girl nodded, a faint rosy tint colouring her cheeks. "We had a few…last-minute errands to take care of."

General Zod folded his arms, a knowing smile across his face. "I'm sure."

A few seconds after that, another teleporter-wave shone through the chamber, depositing the leaders of their enemies in front of them: a scowling Caly'See, next to an equally irate D'Ken, his hands bandaged, a bruised Ronan, beside a cobbled-together automaton showing the image of the Supreme Intelligence, and a limping Kl'rt, standing beside his Empress, who sported a white bandage across her fractured nose.

Glancing at the six of them, Dru smiled. "Good, you're all here!" he greeted. "I trust you've all had time to reconsider our offer?"

The Supreme Intelligence spoke first. "_The Kree Empire formally requests terms of surrender._"

Empress Veranke looked down, her eyes closed in shame. "Her Excellency has granted me permission to…" Kl'rt began, but he hesitated. "…to also request terms of surrender."

D'Ken looked like he was about to choke. "The Shi'ar Empire…also requests surrender terms."

Dru chuckled. "Wise choices," he said, gesturing to the conference-table, where the treaty had been laid out, with copies of the documents spread out for everyone. "Please, be seated!" With that, everyone sat down at the table. "Now, feel free to look over the treaty yourselves, but our terms boil down to the following. Cadet?"

Superman's expression was firm. "Following agreement to the terms, all Kree, Skrull, and Imperial Shi'ar forces are to withdraw from Earth and the Sol System _immediately,_" he said, before looking to Veranke. "And that includes _all_ the infiltrators you've snuck onto Earth, before now – we want _every single Skrull_ off of Earth. Furthermore, no Kree, Skrull, or non-Republic Shi'ar vessel is to enter the Sol System without express permission from Earth and the Confederacy – any vessel that does so will be considered hostile, and will be _dealt_ with."

Veranke scowled, but nodded. "Very well."

Ronan looked ready to spit, but the Intelligence nodded. "_That is reasonable._"

Caly'See grimaced. "Agreed."

"Good," Zod said. "If you will look to Page 15 of the treaty outline, you will find a list of planets that house some of Krypton's still-functioning outposts – all of which lie on territories straddling either Kree, Skrull, or Shi'ar territories. _None_ of you are to deploy ships within a 5 light-year radius of any of these."

D'Ken scowled. "Some of these planets lie along our trade-routes…"

"Then re-direct those routes," Zod ordered. "Given your past attempts to seize our property, we do not trust you to control yourselves."

Lilandra glanced over the list. "General, some of our research-vessels occasionally venture near several of these planets to collect astrometric data; we could do infrequent checks on in-system activity."

Caly'See scowled. "Still eager to tattle on your brother and sister, Lilandra?"

"She doesn't _have_ to, lady," John snapped. "The Guardians intend to rearrange the patrols of the Lanterns in those sectors; if any of you try anything, we'll know about it."

General Zod nodded. "Be sure to convey our appreciation to Oa, Corpsman," he said. "Our next condition involves the Kree – specifically, the Kree's current Supreme Public Accuser."

Ronan flinched, while the Intelligence looked mildly surprised. "_How so?_"

"Some time ago, Accuser Ronan had contracted with Lobo to carry out a job for him," Superman replied. "To save time, I won't go into the specifics."

Lobo jumped in. "Bottom line, Rone here welched out on paying up, and sold my hide down the river along with Supes!" he snarled, before glancing to Superman. "I still say you oughtta let me drag his ass into Skrull territory, fanboy; I can think of lotsa Skrulls that'd pay good coin to kick a Kree Accuser's ass…"

"That won't be necessary, Lobo," Superman said. To the Intelligence, he added, "Lobo has contracted us to negotiate with Accuser Ronan on his behalf; we ask that this matter be settled immediately…on the condition that, upon settlement, Lobo leaves the Sol System, and does not return. _Ever._"

Lobo rolled his eyes. "Like the Main Man'd ever want to drop by this snooze-ville, again."

"_Very well,_" the Intelligence agreed. Its voice hardened. "_Accuser Ronan, you WILL honour whatever contract you made with this mercenary._"

Ronan seemed to deflate. "Agreed."

Power Girl smiled slyly. "Lobo…didn't you say that Ronan told you to name your price, afterwards?"

Lobo grinned. "That he did, sweet thing."

Ronan paled. "How much do you want?"

Lobo's grin turned evil. "How much ya got?"

Ronan's mouth fell open. "You…you are not serious."

"The Main Man never kids about his fee, Rone. _Cough it up. ALL of it._"

Stricken, Ronan turned to the Intelligence. "Supreme One, you cannot expect me to…"

"_You made the contract willingly, Accuser._"

Ronan was flabbergasted. "But…_all_ of it? My…my family's entire holdings..?"

"You brought this upon yourself, Ronan," Superman snapped. "You were the one who sent Lobo to do your dirty-work because you just couldn't let this go." His smile was dry. "Of course, if you'd prefer to negotiate with Lobo yourself…"

Lobo grinned savagely, cracking his knuckles.

Ronan flinched. "The fee is…is reasonable; I will begin the transfer by the end of the day."

"Good."

Kl'rt chuckled dryly. "Seeing a Kree grovel; at least _some_ good came out of this day."

Ronan glared at him. "Your fate is no better than ours, Skrull; your very _ruler_ fled like a coward, in the end."

Veranke's eyes blazed. "Do _not_ dare to speak so, Kree!"

"I will speak to you any way I care to, Skrull wench…"

"_ENOUGH!_" Zod boomed, silencing them. "Merciful _Rao,_ listen to the two of you! You're both bickering like schoolyard children, even now!" His eyes narrowed. "This, at least, brings us to our final demand, the crux of the treaty. Cadet?"

Waving his hand, Superman summoned the holo-interface, tapping a few glyphs, and bringing up a star-chart, showing several galaxies – half of them coloured blue, and the rest green, with several galaxies split between the two, and a white line separating them down the middle. "This hologram represents the present states of the Kree and Skrull Empires: everything to the right of the border, in blue, is Kree territory, and everything in green is Skrull-controlled."

"_We are aware of the present state of our Empires, Commander El,_" the Intelligence said.

"Good," Superman answered. "Then you will understand what we are proposing." As he tapped a few more glyphs, a new section, coloured white, began to spread out from the border, pushing back both the blue and the green, until both sides were reduced by roughly half each. "This white section represents the proposed buffer-zone that will lie between your Empires; the systems to the right of the border will be ceded by the Kree, and those to the left by the Skrulls. Neither side will attempt to annex any part of the buffer-zone, and no warships, troops, or military equipment of any kind will be allowed there."

Veranke was incredulous. "You…you mean to carve our Empire in half?"

"Along with the Kree Empire, Empress; you're _both_ losing the same amount of territory." Superman's tone was iron-hard. "Every part of our peoples' history – this battle, our past encounters, and even our first battle – came about because the two of you won't stop your war. How long has it gone on for? Thousands of years? Millions?" he asked. "We once tried to mediate for the two of you, and you dragged _us_ into it. We tried asking you to stop, so now we're _telling_ you to stop. It's gone on long enough; the Kree-Skrull War is _over._"

General Zod nodded, before glancing to Ronan. "And as for your Shi'ar pets, Kree, you are to surrender Prince D'Ken and Princess Caly'See to the custody of the Shi'ar Republic immediately," he finished. "As I understand, they are war criminals…not that I am particularly surprised."

D'Ken's eyes burned with rage. "You think you can order us about, as if we were children?"

Zod's smile was cold. "I cannot speak for your Kree and Skrull co-conspirators, boy, but last I checked, you and your sister _were_ children: all I see are the same two unruly brats I had the misfortune of meeting the last time I oversaw a surrender."

The other two co-signing dignitaries weren't handling the last demands much better. "Your swindling of my family was bad enough, but now you would have us pauperize our own Empire?" Ronan exploded.

"We have done nothing of the sort, Ronan," Superman said patiently. "If you'd bothered to read the specifics, you'd have seen that most of your Empire's food-producing infrastructure was untouched. Furthermore, with a smaller border to watch, and no war-effort to maintain, your peoples' overall expenditures will be vastly reduced; that should give you enough of a head-start to restructure your economy."

Her face flushed a darker, angrier shade of green, Empress Veranke rose from her seat. "The Skrull Empire will _never_ submit to this indignity!" she shrieked. "If you think the force you faced here was the limit of our strength, you are _mistaken!_ We have _millions_ more ships waiting to assault Earth; I have but to raise my _finger..!_"

"…and each and every one of them will face the same utter annihilation your invasion-force faced," Zod snapped. "Do not mix arrogance with stupidity, Skrull; it is a most vile concoction to imbibe. You know perfectly well that your ancestors came against Sentrius with over a million vessels, and lost _badly;_ what's more, your technology has not advanced so much as a day in that time, and Sentrius is over ten _times_ stronger, now." His eyes narrowed. "But I do not think that your fleet will even get the _chance_ to attack; your main shipyards are in the Zur'Kol System, are they not?"

Veranke paled, her fury draining away. "H-How did you know that?"

The General chuckled. "Marvelous things, our Viral Torpedoes; after such a virus has infected a ship – like the ones you lost to our Torpedoes – it gains complete control over it, while also copying its databank, and transmitting it to the nearest receiver," he said. "The second one of your vessels was subverted, the Fortress knew everything it knew…such as how your entire fleet is standing by at the main shipyard, awaiting their precious Empress' order to jump. The Zur'Kol System has a World-Gate, does it not?"

Sentrius answered before Veranke could. "_Correct, General Zod._"

"Good," Zod said. "Sentrius: dial the Zur'Kol System's Gate; prep the Point-to-Point Generator, and ready one Nova Javelin, standard yield."

Superman's eyes went wide. "General, what are you doing?"

Kl'rt gaped. "W-What are you talking about?"

Zod glared at him. "It's really rather simple, Kl'rt: since your Empress still intends to go to war, I intend to open the World-Gate right on top of your fleet, open a wormhole directly in the middle of your shipyard, and deploy a Nova Javelin through it," he answered. "Sentrius: status?"

"_World-Gate is active, General; Point-to-Point Generator is projecting wormhole. We are receiving telemetry now._"

As Sentrius spoke, a hologram depicting another system replaced the star-chart, showing a faraway star-system, focused on an asteroid field littered with several smaller space-stations – mining stations – and millions of Skrull cruisers and smaller vessels.

The entire Skrull fleet. Zod hadn't been bluffing.

Now it was Winema's turn to pale. "General…"

Kl'rt beat her to the draw. "Zod, are you mad? There are…_billions_ of our people on those ships! If you destroy our fleet, the entire Empire will be defenceless!"

"You have your precious Empress to thank for that, Commander," Zod said flatly. "Sentrius: commence launch countdown, one minute to deployment."

Veranke shook her head. "W-What you say is impossible! You cannot destroy our entire fleet from here! It cannot be done!"

"_Fifty seconds to launch._"

Zod arched an eyebrow. "No?" he asked. "Ask the Kree's Shi'ar pets – they will tell you!" He chuckled as he looked to D'Ken. "How do you think we brought your idiot sire to the bargaining table after six years, boy? Once we had the Point-to-Point Generator, _any_ star-system with a World-Gate became a target! As soon as we swept away your siege, I informed him that if he did not surrender, Sentrius would Nova-Javelin his entire Empire, one system at a time!" He glared at all of their former foes. "And that is what _you_ now face: accept our terms, or your precious Empires _burn._"

"_Thirty seconds to launch._"

Power Girl's hands flew to her mouth. "_T-Tausha…_"

Superman's expression mirrored hers. "General, you don't have to do this…"

"You'r right, Cadet; I don't," Zod agreed. "The decision is _theirs._"

"_Fifteen seconds to launch._"

Kl'rt looked visibly ill.

"_Twelve seconds to launch._"

Veranke was deathly pale. "You…you cannot…"

"Go on and _test_ me, Skrull."

"_Ten seconds to launch…nine…eight…seven…_"

Kl'rt panicked. "Excellency, for the gods' sake, _sign_ it!" he screamed, but Veranke's hand was already in motion, reaching for a pen.

"_Five…four…three…_"

Quickly finishing her signature, Veranke shoved her copy of the treaty forward. "_There!_ It is _done_, you monster! We surrender!"

Zod's tone was flat. "Sentrius: abort launch."

Sentrius countdown stopped. "_Acknowledged._"

As the holo-image of the Skrull shipyard vanished, General Zod smiled darkly. "Now, was that so difficult?" Glancing to Ronan, D'Ken, and Caly'See, his smile vanished. "I trust my point is made?"

No-one argued, as Ronan and D'Ken reached for pens, signing their own copies and passing them forward.

Taking the remaining copies of the treaty, Zod signed off on them, and handed them to Winema. "Councillor, if you would act as witness?" he asked. Nodding, Winema added her own signature to the line for witness. "Good; then it is done!" Dru declared. "Sentrius: teleport the Kree and Skrull parties back to their ships. As for D'Ken and Caly'See, teleport them to the brig until they can be transferred to Empress Lilandra's custody!"

As the teleporter wave swept over the three parties, taking them away, some of the tension left the room, though not all. "You were going to do it, weren't you?" Power Girl asked. "You were going to launch a _Nova Javelin_ at innocent…"

"The Skrull Imperial Navy is _hardly_ innocent, girl," Dru snapped. "Had Veranke carried out her little bluster, we would be facing a much larger war – one which Sentrius would invariably win, but not without more significant losses to Earth's population. She needed to be reminded of _why_ attacking us was a colossal stupidity."

Superman's expression was wary. "Even so, sir, the decision to fire a Nova Javelin isn't really something to take lightly."

"I take every tactical decision _very_ seriously, Cadet," Zod admonished, before smiling wryly. "It is the _Skrulls_ I take lightly; I knew they would capitulate once pressed."

That earned a faint chuckle from Admiral Var. "Well, General, now that our immediate problems are solved, perhaps we might tackle a smaller one – smaller for Sentrius, at least?"

Shayera flinched. "Admiral…"

General Zod waved her back. "Now, now, Colonel; I'm willing to listen to your issue," he chided. "What is it, Admiral?"

Renata took a deep breath. "As you may know by now, Thanagar and Gordania have recently gone to war," she began. "So far, we have managed to keep things small, but just prior to coming here, we received word that the Gordanians are mobilizing their reserve forces!"

Zod looked thoughtful, wracking his memory. "Gordania…Gordania…ah yes, the both of you have had border-disputes in the past."

"That's putting it very mildly, General," Renata said. "This time, however, the Gordanians are out for _blood:_ they mean to destroy Thanagar, and every last one of us along with it!" She looked around. "As it stands now, our forces cannot guarantee victory…but _Sentrius…_"

Sighing in annoyance, Zod cut her off. "Allow me to anticipate: you wish us to use Sentrius to win your war for you."

Superman's tone was more understanding. "Admiral, we sympathize with your plight, but you know of Krypton's long-standing Law of Riona Prime; we _cannot_ interfere with your internal affairs."

Renata's eyes narrowed. "Even after you just _saved_ Earth?"

"We saved one of our outposts from being taken by a hostile force, Admiral; Earth came with the bargain," Zod said. "We acted to prevent our technology from being taken, which posed a dire threat to the universe as a whole."

"Well, the Gordanians are a pretty damn big threat to _us!_" Admiral Var insisted.

Winema spoke up. "General, while you may not be able to offer military support, would you object to assisting in mediating between Thanagar and Gordania? The Confederacy has been trying to do so for years; perhaps with your assistance…"

"That won't _work_, Councillor!" Admiral Var said. "The Gordanians mean to wipe us _out!_ You can't reason with them!"

Zod paused, before he smiled slyly. "An excellent idea, Councillor," he agreed. "Once this madness has settled down, feel free to invite the Gordanian Ambassador here; perhaps the Gordanians might be more reasonable in neutral territory?"

Lantern Stewart arched an eyebrow. "General?"

Zod shrugged. "We haven't had many personal encounters with the Gordanians," he said. "You all know of our Law, but they do not."

Lantern Jordan started to catch on. "You'll bluff them."

"I've found that the sight of a weapon capable of firing matter/antimatter reactions does tend to make one more reasonable, yes." That said, Dru got up to leave. "Now that this matter is concluded, I'm sure you all have more pressing matters to attend to."

Her expression nervous, Lilandra nodded. "I will…arrange for my siblings to be transferred to our custody."

Charles nodded as well. "I had best return to the Institute, to check on my students."

"Good." Zod looked to Superman and Power Girl. "Cadet, you and Blaire had best return, as well; I gather there is repair-work to do."

"Of course," Superman agreed, "but we'll also need to address the U.N. about what's happened."

Zod sighed. "Politicians and their red-tape…" he muttered under his breath. "Very well, Cadet; I will smooth their ruffled feathers within the hour. Dismissed." With that, Zod walked out of the conference room.

He'd gotten halfway to Station Command when he felt pain arc from the wound in his chest; wincing, he leaned against the walls, checking his wound – it had re-opened. '_Blast it, I knew I should have disengaged the solar shielding…_'

"General, before we leave, I…_Dru!_"

As she rounded the corner after him, an anxious Winema turned distraught, rushing to his side as she saw his condition. "Dru, you're still hurt..!"

"I am fine, Winema; I merely haven't had the chance to absorb any sunlight," Dru assured her. "Sentrius: reduce solar shielding by 50 percent – let some light in."

At those words, the interior of the corridor faintly brightened, while Zod's pain instantly vanished, his wound mending in seconds, vanishing without a trace. "There; as good as new!"

Winema frowned. "If it was that simple, why didn't you do that, before?"

"And let on to those primitive fools that General Zod was so bothered by a mere flesh-wound that he needed sunlight to mend it?" Dru asked. "One cannot show even a _moment's_ weakness in warfare, Winema."

Winema sighed. "The war is _over_, Dru."

Dru snorted dryly. "Tell me that once they've left, and all the Skrull stealth-operatives have left Earth; _then_ it'll be over."

A faint smile crossed Winema's face. "Well, once it is, what will you do?"

Dru shrugged. "What I have been doing thus far: helping my godchild and his comrades restore order and justice to this planet."

A faint rosy tint crossed Winema's porcelain complexion. "You've never…thought of taking a vacation?"

Dru arched an eyebrow, smiling wryly. "A _what?_" he joked. "I've never heard _that_ word, before – what does it mean?"

Winema laughed. "You're _impossible!_" she teased. "I just wanted to know if you – or any of the Institute – would mind visiting Bgztl, in the near future; with Earth now a member of the Confederacy, it would be a good idea for some of them to become better acquainted with how the Confederacy operates!" Her flush returned. "If you yourself wished to visit, it might be a good idea to wait a while; I think my daughter thinks, that…that you're trying to seduce me…"

Dru chuckled. "Then she's quite wrong."

Winema's face fell. "Oh…o-of course…I understand…"

Drawing an inch closer, Dru smiled again. "No, Winema, I don't believe you do," he corrected. "She is wrong because I was under the impression that _you_ were trying to seduce _me._" His smile grew. "And _succeeding._"

If Winema was blushing before, her face was supernova red, now. "I-I…oh, _God,_ I'm so out-of-practice at this…"

"No worse than I," Dru soothed, "and I have a jealous husband to be concerned with."

Winema shook her head. "Don't be; Tinya's father has been out of the picture since before she went missing."

"My respect for the intelligence of Bgztllian men just plummeted."

Winema beamed. "So…what now?"

"Well, I admit, my knowledge on the subject is thirty years out of date," Dru said, "but the next logical step would be _this._"

And with that, he closed the distance between them, leaning down and touching his lips to hers.

The second he kissed her, Dru heard Winema let out a startled gasp, which dissolved into a soft moan as she melted into his embrace. Enfolding her in his arms, causing her to respond by placing her hands on his chest, Zod smiled to himself, glad that his little gambit had paid off. The second he'd seen her response to his first greeting, he'd known that the Galactic Councillor could make a useful ally in his campaign, once he'd given her the proper motivation.

Furthermore, she would be a fine consort…though she was no Ursa.

The thought of his lost love sobered Zod instantly, though he concealed it well; the very second he'd seen her in action, Dru had known, without a shadow of a doubt, that Ursa-Ka was the missing part of his soul – his _taushi,_ sharing everything that made him who he was, right down to her disdain for the Council's stagnant policies_._ Their unions were pure incandescence, their teamwork on and off the battlefield the stuff of epic legends, echoing of the Age of Wars – with her, Dru had never felt more alive…

…and then Kral'Nor and his siege took her from him…and he'd turned the Shi'ar Emperor's fleet into Ursa's funeral pyre.

Returning to the moment, Dru broke the kiss, allowing Winema to cuddle into him. No, she was no Ursa – she was still convinced that the primitives of this part of the universe could be swayed by reason and diplomacy – but there were no women of Ursa's caliber left in the universe.

He would have to make do.

Sighing happily, Winema looked up at him. "Dru?" she cooed. "Is something wrong?"

Dru smiled back. "Why, no, my sweet Winema," he answered. "Nothing at all."

XXXXXXXX

_Triskelion, New York, Earth_

Even though the war was over, the level of activity at the Triskelion hadn't dropped even slightly, Madelyn noted as she walked through the corridors; if anything, it had _increased,_ which only added to her worries.

Heading towards the command center, Madelyn paused as she saw Captain America and Black Widow just outside the main doors, waiting for her. "Agent Pryor," Cap greeted.

"Captain," Madelyn replied. "I trust things in Gotham went well?"

Cap grimaced. ""Well" isn't a word I'd _ever_ use to describe Gotham City," he said. "With Robin and Batgirl's assistance, we were able to pacify the Kree and Skrull incursions into the city, but not before the Kree broke open Arkham Asylum and spilled every loon and his uncle out into the streets. Half of the time, we were chasing after them more than we were fighting invaders! I'll _never_ know how Batman handles dealing with them, especially that…that _Joker_ sicko!"

Madelyn paled – she'd read what little S.H.I.E.L.D. had on that madman on file; it had been a brief read…but that had been more than enough to give both her _and_ General Fury chills. "Did you detain them all?"

"We got most of them," Cap said, "but a few slipped past…including Joker."

Natalia's hand was on his shoulder. "You did not have time to chase down all of them, Steven," she soothed. Turning to Madelyn, she added, "I assume Area 51's new advances helped?"

Madelyn nodded; as soon as she and General Fury had been briefed on General Zod's plan, Nick had assigned her to the team defending Area 51, which had just finished rushing their new reverse-engineered Kree-based fighter-squadron into production, and was trying to get three more squadrons up and running…not that they had needed them. "For as long as we needed them, yes," she answered. "But once Sentrius got here, it was all but over."

Captain America could only nod. "I actually saw some of those fighters; they were flying _rings_ around those bogeys!" he murmured. "Add in that huge blast we saw in the sky, those six mega-ships it brought out of storage…and _whatever_ it was up at the North Pole that got Namor so spooked, and the war was all but over the second it got here! My God, if we'd had one of _those_ back in 1939..!"

Black Widow looked worried. "I think that's what has General Fury so concerned, Steve," she said. "Right now, only Superman and General Zod have control of a space-weapon capable of annihilating us without _contest;_ that cannot sit well with him."

Madelyn could only nod. "Then we'd best not keep him waiting, should we?" Neither Cap nor Black Widow argued; at once, Cap keyed in his access-code, opening the doors and revealing the command-center…where they saw it.

On the main view-screen was a real-time satellite image of a supercolossal, crystalline structure, effortlessly dwarfing Earth's moon. Madelyn gasped. "Is…is that..?"

Cap was just as awed. "My God…"

Natalia's hands flew over her mouth, as she murmured something in Russian, sounding something like a prayer.

Standing in front of the image, Nick Fury never turned as they came in. "Yes, Captain, Widow, Agent Pryor, that's it," he confirmed. His voice hardened. "It's bigger than the God-damn _moon._"

Madelyn managed to tear her eyes away from the terribly beautiful image. "General, sir, I…I'm afraid I haven't had time to submit anything more than a preliminary report; I can only go on what I've heard from the X-Men and the League…"

"At the moment, Agent Pryor, that's plenty," Nick replied. "What I read sounds like something from a science-fiction novel: self-repairing, multiplying crystal soldiers, reflective energy-armour, gigantic battle-robots, and a gun that shoots Big Bangs." He turned around to look her in the eye. "When I handed it to the President, I was half-expecting him to laugh in my face."

Madelyn flinched. "Sir, I'm willing to vouch for everything I put in that report."

" I know. That's the scary part."

Cap looked grave. "Is the General concerned that it might be used against us?"

Fury's face was hard. "The General is wondering how long it will take before other people – including some of our supposed allies – ask that very question, Captain."

Natalia paled. "General, you can't believe that Superman would ever use his people's technology to attack us…"

"You might know that, Romanov, and I _might_ doubt he would," Fury allowed, "but I can think of a lot of unfriendlies on this planet that don't know that."

Madelyn flinched. "What are you suggesting, sir?"

Nick was about to respond, but an aide interrupted him. "General Fury, we have an incoming transmission!"

Checking the nearest console, Nick sighed. "Damn. Put him through."

A few seconds later, the image of Sentrius' eerie beauty was replaced by a far uglier – and more familiar – sight. "_Fury, what on Earth are you doing about this?_"

Nick groaned. "Nice to see you made it through, Bob."

Robert Kelly's face was in its usual frown. "_I've just read the report on this thing in the sky, Fury; are you actually going to leave it in independent hands?_"

"I haven't had time to do anything one way or another, Senator," Nick answered. "I've been busy catching my breath."

"_This is no time for jokes, Fury! Do you realize just what's hovering over our heads?_" Robert cried. "_If Agent Pryor's report is right, that…that monstrosity can destroy our entire civilization any time it likes! We need to get control of it, now!_"

Black Widow frowned. "Senator, are you not overreacting?" she asked. "It was thanks to Superman and General Zod's use of Sentrius that we are all still here, and now you are all but accusing them of planning to do what the Kree and Skrulls tried to! That seems a bit ingratious."

""_Ingratious"? When it was thanks to them that we got pulled into this in the first place?_" Robert shouted. "_As far as I – and a lot of my colleagues – are concerned, Agent Romanov, Superman and his band of hot-doggers have used up what little goodwill they've had with this government! It's time someone reminded that boy that, as long as he's a citizen of this country, America comes first!_"

Cap scowled. "So you're just going to help yourselves to Sentrius, and everything else from Krypton?"

Robert ignored him, turning his focus on Fury. "_You've read the report as well as I have, Fury; do you realize what that thing could do under our control? Those "Infantry Drones" ALONE would be an incredible advantage! Just imagine: robotic soldiers that repair themselves after every hit, and just make MORE of themselves – they're completely IMMUNE to suicide bombs! We send them in, and those towel-heads will be running for the hills! And that's just the start..!_"

Nick interrupted him. "We get the picture, Bob: no matter the battle, whatever side has Sentrius wins."

"_Exactly, Fury; that's why we need to get Superman and that station under our thumb before someone else does…and believe me, they're going to try!_"

Nick groaned. "Well, now I _know_ the Apocalypse is at our door, Bob, because I actually _agree_ with you on that one," he muttered. "We'll handle it."

"_See that you do, General; we've also contacted General Ross. He'll be coordinating with you on this._"

Nick flinched. "I'll be sure to thank him. Triskelion out."

Cap was flabbergasted. "General, you can't be serious!" he shouted. "What exactly are you going to do? Demand that Superman and the League join up, after what they _did_ for us?"

"I'm not overlooking what they've done, Captain," Nick said, "but there is no _way_ we can just leave a weapon of Sentrius' power in independent hands; it's far too great a risk."

"Superman's technology has always been considered a "risk" before, General," Black Widow snapped. "He has never attempted to harm us, before..!"

"Before, Romanov, _we_ were the only ones who knew about it; now, _everyone_ and his uncle on Earth knows about it!" Nick barked. "Half of the Eastern Hemisphere, along with some of our allies, are up in arms! And that was _before_ they saw that thing! Unless we get control of the situation, sooner or later, some unfriendly – or maybe friendly – country isn't going to bother to ask for Superman's permission, and go after his polar cabana on their own, dragging us into a full-scale diplomatic clusterfuck, at _least!_"

Madelyn cleared her throat. "General, you're forgetting one big detail," she said. "Right now, Superman isn't the sole operator of Sentrius; General Zod also has command…and if you expect _him_ to roll over for you, you had best think again."

Nick's hands started rubbing his temples, as if trying to soothe away an impending headache. "Damn; almost forgot about him," he muttered, turning to the radar-screen. "Where are they?"

The Radar officer checked his readout. "Uncertain, sir, but I have tracked two supersonic heat-signatures from re-entry: one came in about 5 minutes ago, headed for the main medical drop-site in New York, and the other's coming in now, headed for the UN Headquarters."

Nick nodded. "Ready a chopper, and contact General Ross; have him hold position about a mile behind where we set down, and do _not_ engage, understand?" he ordered.

As Nick turned to go, Cap turned to him. "Our orders, sir?"

"For now, remain on stand-by here," Nick said. "Hopefully, I'll be able to talk to Zod General-to-General, and make him understand this predicament we're in."

Madelyn looked stricken. "And if you can't?"

Nick sighed. "Then the Kree and the Skrulls will be the least of our problems."

XXXXXXXX

_U.N. Headquarters, New York City_

The noon sun was high in the sky as the U.N. General Assembly poured back into the Headquarters, eager to resume their duties. Standing at the edges of the Assembly Chamber, keeping to the shadows, Batman and Wonder Woman watched the ambassadors filing back into their seats, the dull chatter slowly growing louder and louder. Looking about, Wonder Woman frowned. "Where is he?"

Batman never even blinked. "The General will be here soon enough, Diana."

"Well, we need him here sooner!" Wonder Woman insisted. "These jackals have been hounding us about what happened since the fighting stopped!"

"That's what politicians generally do, Diana."

Frowning, Wonder Woman turned to glower at her teammate, but her next remark was cut off by a familiar voice. "Wow. You were right, Mother: they _do_ argue like Deinara and Elissa do."

Turning around, Diana let out a gasp of relief as she saw her sister there, along with her mother and Artemis. "_Donna!_" she cried, darting over to hug her sister. "Donna, are you alright?"

Donna frowned. "Yes, Diana, I'm fine," she grumbled. "Our battalion did get somewhat bruised fighting those green men, but we're mostly alright."

Artemis scowled. ""Mostly" is an understatement; we were handling those shape-shifting things quite well!" she muttered. "We certainly didn't need those…flying crystal machines to arrive!"

Wonder Woman rolled her eyes. "Of course not."

Hippolyta sighed. "My children," she said under her breath. Out loud, she added, "After this meeting concludes, Diana, might it be possible for us to address the chief administrator?"

Wonder Woman blinked. "Why, Mother?"

"After what has just transpired, Diana, I believe that the time for Themyscira to remain isolated is long since past," Hippolyta replied. "If possible, we intend to approach this organization for our own representation."

Artemis paled. "Majesty, I still must counsel against this course of action…"

"You can counsel all you want, Artemis, but it will not change anything!" Donna replied. "Sticking our heads in the sand about what goes on beyond our shores serves no purpose whatsoever!"

Artemis scowled at that, but before she could say anything else, a sonic boom shook the air outside, seconds before an ebony blur came to a stop right next to them. Glancing briefly at the General Assembly, General Zod looked to Batman. "I assume these bureaucrats require an explanation?"

Batman nodded. "That's often the case."

Zod sighed to himself. "A constant of politicians the universe over, even Krypton," he muttered under his breath. "Very well; I'll see if I can smooth over some ruffled feathers."

As the General strode down into the General Assembly, standing in the middle of the chamber, the Speaker called the meeting to order. "This meeting of the General Assembly will now come to order! Is there any new business?"

One Ambassador raised his hand. "Motion to address the status of the invasion-force!"

Another stood. "Seconded!"

The Speaker nodded. "All in favour?"

A chorus of "Ayes" echoed through the Chamber.

"Motion carried!" the Speaker said. "General Zod, what is your report on the status of this attack?"

Zod folded his arms. "At present, Mr. Speaker, the invading forces have been completely routed," he answered. "By utilizing the coordinated human/meta-human task force assembled by the Justice League in tandem with many of your countries' armed forces, we were able to hold back the invaders long enough for myself and Superman to arrive with the Sentrius Battlestation, which I'm sure most of you have seen in orbit, by now. Once Sentrius was committed, the battle was all but over; prior to this meeting, the Kree, Skrull, and Shi'ar delegates had signed a peace-accord that effectively put an end to the invasion and ensured they could never do so again." He checked the crystal module clipped to his forearm. "As we speak, the last of the Skrull infiltrators deployed here are withdrawing, and most of their fleets – or rather, what remains of them – have jumped away, and the rest should be departing very soon. In short, Mr. Speaker, this crisis is over."

"Thank you, General," the Speaker said. "The Chair now opens the floor to questions from the Assembly." At once, numerous hands rose. "The Chair recognizes the honourable delegate from the United States."

The Ambassador stood up. "General, what is to be done with all the wreckage that is re-entering Earth's atmosphere?"

Zod shrugged. "Any invading vessels shot down by either Sentrius or the polar outpost falls under free salvage, Ambassador; if you are able to recover anything, you may do with it as you wish, though I would suggest caution – much of Kree and Skrull technology is considerably more advanced – and dangerous – than your own."

The Ambassador rose. "General Zod, what exactly _is_ this "Sentrius Battlestation"?"

Dru sighed. "Sentrius is a _Steadfast Guardian_-Class Battlestation, Ambassador; she was constructed by Krypton in response to Kree and Skrull aggression, many millennia ago. Utilizing her and our superior knowledge of intergalactic geography, we were able to effectively prevent the Kree and Skrull invasion-forces – a million ships each – from ever reaching Krypton."

As the Ambassador sat down, the Speaker addressed another. "The Chair recognizes the honourable delegate from the United Kingdom."

"General, what kind of armaments does Sentrius have?"

Dru frowned. "I am afraid Sentrius' exact specifications were classified even to our own people, Ambassador, but I can tell you that Sentrius is capable of waging a full-scale war spanning several galaxies for over fifty years, unaided."

As that Ambassador took his seat, another was recognized. "General, how did you manage to get something so…colossal here?"

"That was relatively simple, Ambassador; Sentrius had six capital ships – our prototype Superdreadnoughts – in dry-dock. Once we activated them, it was easy to have them tow Sentrius through the World-Gate we used to get there."

Another Ambassador was recognized. "World-Gate, General?"

Zod put his hand to his forehead, trying to suppress a headache. "Krypton had created a network of pre-set wormhole-generators called World-Gates which we had used to facilitate intergalactic travel. Initially we had disabled the network, but in recent times, one of our scientists developed a back-door to the network which only we could use."

Another spoke. "What about the outpost recently discovered upon the North Pole?"

Zod forced down a scowl. "That, Ambassador, is a scientific sanctuary designed by a dearly departed friend of mine for use by his son, my godchild, whom you know as Superman. It was intended to protect him from those who would use him – and our technology – for their own purposes until he was old enough to stand on his own."

The U.S. Ambassador spoke again. "And what now, General? How do you intend to use Sentrius and this outpost now?"

"That has yet to be decided, Ambassador."

This time, the Ambassador didn't sit down. "Do you intend to use it to assist in ending the insurgency in Afghanistan?"

"Mr. Ambassador, you are quite out of order."

At that, another Ambassador jumped from his seat. "You intend to utilize this space-weapon for your own imperialistic agenda! We will not allow it!"

The Speaker frowned. "The Chair does _not_ recognize the honourable delegate from North Korea…"

Another Ambassador had already risen. "The West intends to hoard this advanced technology for itself!"

The U.K. Ambassador rose. "What is needed is an international committee to oversee the control of this weapon…"

As the meeting began its descent into chaos, Artemis scoffed from the sidelines. "Men; always fighting over the biggest weapon. Little has changed through the millennia, I see."

Hippolyta looked grave. "Diana, is this how this body always behaves?"

Stricken, Diana tried to answer, but her thoughts were derailed by a sound that cut through the ruckus.

Laughter; deep, resonant, sinister belly-laughter.

Following the sound, Wonder Woman felt unease grip her as she saw General Zod standing in the middle of the chamber, his head thrown back as he laughed, long and loud.

It was the most chilling sound she had ever _heard._

The General Assembly clearly felt the same – slowly, they all stopped talking, one-by-one, until Zod stopped laughing. "General Zod," the Speaker said, "do you mind something amusing?"

Zod chuckled to himself. "Oh, yes; I find something _very_ amusing," he sneered, fixing the Assembly with a disdainful stare. "Your species' pathetically bloated sense of _entitlement._" He scowled at them. "Tell me, humans: what makes you think we intend to give control of the Sentrius Battlestation – or the Fortress – to _any_ of you?"

The U.S. Ambassador flinched. "G-General, what exactly do you mean by that?"

"I mean precisely what I _said_, human. The Sentrius Battlestation is _Kryptonian_ military property, not human. _Kryptonian._ It is _ours_, _we_ control it, and we will utilize it however _we_ see fit."

Wonder Woman felt her blood go icy in her veins.

The U.K. Ambassador's voice wavered as he spoke. "You expect us to simply accept having a weapon like this in independent hands?"

"We used Sentrius to save your _lives_, Ambassador," Zod snapped. "The only thing I expect you all to do is be _grateful_."

The North Korean Ambassador rose again. "Our democratic people's republic will _not_ submit to any star-born aggressor!"

The Iranian Ambassador rose with him. "We demand that you submit this weapon to the rule of international law!"

Zod chuckled darkly. "I find it interesting that you both should say that, Ambassadors," he snapped. "Your nations both have all but made careers out of flouting this organization's rulings, yet now you cower behind "international law" when it suits you. Entitlement _and_ hypocrisy; how amusing."

The U.S. Ambassador recovered quickly. "What you seem to be forgetting, General, is that this is _not_ Krypton!" he shouted. "You happen to be living on _our_ world, and as long as you are, it is _our_ laws that matter!"

Zod glared at him. "What _you_ seem to be forgetting, you sycophantic little boot-licker, is that you would not even _have_ a world, had it not been for us!" he spat. "I suggest you remember that, because the situation can _very_ easily be reversed!" He turned to go. "I believe I have humoured you long enough. Good day." With that, he darted off, leaving an ebony blur in his wake.

Wonder Woman was pale as the General left, as was her mother, her sister, and even Artemis. "Diana…what does this mean?" Donna murmured.

Hippolyta's voice was whisper-soft. "By Hera…does that man intend to use that weapon to..?"

"I-I do not know, Mother," Wonder Woman answered, barely audible herself. "Hera preserve me, but I do not know…"

Batman's expression was the same, but as he switched on his communicator, there was an urgency in his voice that had never been there before. "Superman, we have a problem…"

XXXXXXXX

_New York Hospital, a few minutes earlier_

As Superman and Power Girl walked into the outpatient ward at the hospital, the first thing that Superman noticed was that it had been extended out into the halls: dozens upon dozens of hospital beds lined the walls, each one filled with an injured patient. Some were minor injuries, such as minor burns, or simple fractures, while others were more serious, such as third-degree burns, or compound fractures with severe lacerations, or worse.

But all of them had come about due to this war.

Seeing his expression, Power Girl frowned sadly. "This wasn't your fault."

Superman was still grim. "Tell _them_ that."

Power Girl sighed. "Come on; let's try and find the Doctor."

After a few minutes of inquiring, they finally found Doctor Strange; in the inner outpatient wards, the Sorcerer Supreme was reviewing several medical charts with two other physicians. Seeing them approach, he handed his chart to one of them, letting them head off as he walked towards them. "I gather you've come for a visit."

Superman nodded wearily. "If you don't have time, that's fine; we know yu're busy…"

The Doctor sighed. "It's not as bad as it looks," he admitted. "The injured patients have been the majority of what we – and the other drop-sites – have taken in, and there have actually been less major injuries than what we expected." He half-smiled. "The evacuation did manage to keep casualties down…"

"…but not stop them altogether," Superman said.

The Doctor's smile faded. "No."

Power Girl spoke up. "How is she?"

"Stable, but completely exhausted," Doctor Strange replied. "My mystic senses alone told me that her energies were all but depleted when Mr. Rasputin admitted her. Further examination revealed that her vocal cords were severely damaged, likely from overuse of her sonic powers; normally, such damage would prevent anyone from ever speaking again, but I have observed early signs of regeneration. It is possible that her mutant abilities also include a _very_ limited healing factor – restricted only to her vocal cords – which serves to counteract the strain her abilities put on them. So long as she refrains from speaking for several weeks, she will recover completely."

Superman breathed a sigh of relief. "Well, that's some good news, at least."

Power Girl nodded. "Can we see her?"

The Doctor chuckled. "Provided you do not mind company." With that, he led them further into the ward, stopping at one curtain-shrouded bed; pulling the curtain back, he revealed Cyclops, Phoenix, and Professor Xavier waiting by the bedside, while Colossus sat closer, holding the hand of the sleeping Anita, clad in a white hospital gown, with her throat wrapped in gauze, holding an ice-pack in place.

Seeing them, the Professor smiled wearily. "She's been asleep for several hours; it's the first time she's slept since she was admitted."

Superman nodded. "Have you been here long?"

Cyclops shook his head. "We only just got here after the Professor left the treaty-talks," he said. "Piotr's been here ever since the fighting stopped."

Phoenix chuckled. "He's been practically glued to her hand," she teased.

Colossus frowned. "Please; you will wake her," he admonished. "She needs her rest."

The Doctor nodded. "Ever since arriving, she kept trying to talk until Mr. Rasputin arrived; he had the good sense to let her use his sketch-pad to communicate."

As if on cue, a faint exhalation passed from Anita's lips, as she opened her eyes. Looking around, she spotted the others, and smiled wearily, before making a sketching motion with the hand Piotr was holding. At once, Piotr took out a pencil and his sketch-pad, holding the pad with one hand, while steadying the pencil in Anita's hand with the other. Moving her hand carefully, Anita wrote out her inquiry. _Everyone okay?_

Superman sighed. "More or less," he answered, looking around. "I just wish we could say the same for the people here."

Frowning in annoyance, Anita sketched out an admonishment. _Not your fault._

Power Girl chuckled. "That's what _I_ told him, LeRoux!" she agreed, before glancing to Superman. "See? If I agree with _Anita_ on something, it _has_ to be true!"

Anita looked worried, her hand in motion again. _My people?_

"Safe," Colossus assured her. "The invasion is over, Anita; the Kree and Skrull forces are leaving."

Anita breathed a sigh of relief, before her expression turned nervous, writing again. _Can…can I come home?_

Charles smiled. "You always could." At that, Anita beamed, happy tears pooling in her eyes.

Power Girl chuckled. "Yeah, so you'd better rest up, LeRoux, because I'll be kicking your butt in the Danger Room!"

Anita rolled her eyes as she spelled out her next statement. _Twit._ And she punctuated that word by sticking out her tongue.

Alison laughed. "I missed you too, LeRoux."

His expression turning grave, Cyclops turned to Superman. "Now that things are dying down, I was wondering if the League could help with a…a personal problem of mine," he said quietly. "A search-and-rescue op."

Superman started to catch on. "Your brother."

Cyclops nodded. "He's MIA, Superman; after Jean plugged my head into his, Gabe went _gonzo_. He freaked out and blasted himself to Earth; we haven't been able to track him."

Phoenix looked stricken. "We were hoping that Cerebro could locate him," she began, "but if that fails, we wondered if Sentrius could track him."

"Well, if we had a DNA-sample, Sentrius' planetary scanners might be able to get a lock," Superman said, before he paled. "Oh, God…_Sentrius!_ W-What are we going to _do_ with her, now?"

Cyclops chuckled grimly. "Yeah, she's one hell of an elephant in the room."

Power Girl nodded. "I can tell what half the planet is probably thinking: they want Sentrius in _their_ corner," she murmured. "This isn't going to be pretty."

Charles sighed. "Perhaps we should return to the Institute to discuss this," he offered. "We will need to plan the search for Gabriel, and Empress Lilandra is waiting for us; she had some issue to discuss with you, Superman."

"Well, then we shouldn't keep her waiting, should we?"

Surprised, Superman turned to see his godfather standing behind him. "General!" he greeted. "I assume the meeting with the U.N. went well?"

Dru shrugged. "As well as expected," he remarked. His eyebrow arched, he glanced to Anita. "And this would be..?"

"Anita LeRoux, General; she is one of our prodigal students," Charles answered. "She was injured in repelling the invaders from her home of Latveria."

Dru nodded. "Von Doom's child," he observed, frowning. "The one who once attempted to subvert my godchild; who joined your Institute with the aim of infiltrating it." At that, Anita paled, her expression stricken as a tiny whimper escaped from her throat.

Power Girl's eyes narrowed. "_And_ the one who also warned us about her old man's plot _and_ stood up to him for it," she added. "I think she deserves a little slack, General…"

As another whimper came from Anita, Piotr shushed them all. "I am sorry, everyone, but I think you should go; you are upsetting her."

Frowning, Doctor Strange nodded. "I concur; if she speaks even for a moment, it could set her treatment back days."

"Of course," Charles agreed. "General, shall we go?"

Dru shrugged. "Very well."

"Good." Charles turned to the Doctor. "Stephen, please keep me appraised of her progress."

"Of course, Charles." With that, Superman, Zod, and the others headed out of the hospital, while the good Doctor resumed his rounds.

As they walked, Superman turned to his godfather. "General, now that the crisis is over, we still need to address what to do with Sentrius."

Zod chuckled. "Yes, those squabblers at the United Nations were wondering about that, as well."

"Well, we certainly can't move her to another star-system, especially not a populated one; not after the debacle with the Rinians and the Krunians," Superman noted. "Whether we like it or not, Sentrius will have to stay here."

Dru smiled. "My sentiments exactly."

Superman looked thoughtful. "General, while Sentrius will certainly remain an effective deterrent to any other invading fleet, perhaps she might also be useful as an in-system rescue service?" he suggested. "Now that Earth has joined the Confederacy, huamnity's probably going to start developing more advanced space-flight systems…"

"…especially since Kree and Skrull technology has been raining for the past few hours," Zod interjected.

Superman nodded. "With a tiny bit of tweaking, I'm sure that Sentrius' scanners could detect any Earth-based emergency beacon, and respond faster than we could, even with the _Argo!_"

Dru chuckled. "Leave it to an El to think up what we should have done in the first place," he said. "The idea has merit, Commander; I'm sure that Earth's leaders will be happy to hear that, since I told them that Sentrius wasn't going to be their personal hired-gun."

Cyclops arched an eyebrow. "And they went along with that?"

"They had no say in the matter," Zod remarked, as he opened the hospital's exit door…and emerged onto a street filled to the brim with military vehicles and armed troops, plus a few tanks, all pointing weapons at them.

Phoenix blinked. "Do _they_ know that?"

Hearing a helicopter touch down, Dru's eyes narrowed as he saw who was emerging. "General Nicholas Fury," he muttered dryly, recognizing him. "We meet at last."

"General Zod," Nick replied, gesturing to the man walking up next to him. "Allow me to introduce a colleague of mine, Brigadier General Thaddeus Ross."

"A pleasure," Zod said idly. "Well, Generals, what can we do for you?" He inched his head towards the assembled troops. "I must say, this seems to be an odd time for war-games."

Ross' stare was hard. "Just making sure we're ready in case somebody does something stupid."

Nick sighed. "Tad."

Superman frowned. "Generals, what is this about?"

"Just nipping a problem in the bud," Nick answered.

"_What_ problem?" Power Girl demanded. "We haven't done anything to…"

"I'm not concerned with what you've done, missy; it's what you _could_ do that bugs me," Fury answered. "When the Skrulls outed your little polar cabana, they stirred up one hell of a hornet's nest, around here; add in that Battlestation up there, and you've got a diplomatic _nightmare._ That's what _I've_ been dealing with, the past few hours."

"I see," Zod said flatly. "And I assume you will not accept our assurances – our _continued_ assurances – that our technology will not be actively used against any peaceful Earth nation, yours included?"

"You three might believe that, General," Nick said, "and the two of us might buy it, and maybe even the President, but there's no _way_ the Senate or the joint-chiefs are gonna buy that hard sell…and if you think the rest of the planet will buy it…well, back in World War Two, that'd get you a Section 8."

Cyclops frowned. "So what exactly are you proposing?"

"What Nick probably should've done the first time he spotted your red-blue pal, boy," Ross snapped. "This government has allowed your alien students _enough_ free-rein, Xavier."

Power Girl was irate. "Are you _kidding_ me? After what Superman and Zod just _did?_ You're just going to round them up?"

"It's nothing like that," Nick defended. "We just need to make it look like you've agreed to work with us; once word gets out, things will calm down. You'll have the same level of respect as the Avengers…"

"Your country's meta-human strong-arm, you mean? How generous of you." Zod's sarcasm was sharp enough to disembowel _ten_ men. "However, I am afraid we must decline."

Ross' eyes narrowed. "Buster, this is not up for debate; this is an _order_."

Superman raised his hands. "General, we aren't going to use any of our technology – especially Sentrius – to hurt anyone…"

Zod sighed. "Why are you humouring them, Commander? They're beyond reason, now."

Fury blinked. "_Commander?_"

"Why yes, Fury; upon refitting Sentrius, I commissioned Citizen Kal-El as a Station Commander, due to his merit and conduct in retrieving the necessary technology to reach Sentrius."

"How lovely," Ross growled, "but that doesn't change a damn thing, General…"

"_High_ General," Zod snapped, cutting him off. "That's a distinction you two do not seem to grasp." He fixed them with iron glares. "I skimmed over your military's rank-structure; the two of you can command, at most, a single brigade of troops from _one_ country. I, on the other hand, commanded the entire Kryptonian Defence Force, and was charged with the defence of the entire _planet._ Put simply, _Generals_, I _outrank_ you _both._"

His glare hardened. "You _order_ me?" he snarled. "Zod does _not_ take orders from _primitives…_especially not ones who owe their _lives_ to Zod."

Ross bristled. ""Primitives"?" he repeated. "Is that what you think of us?"

Faster than anyone could blink, Zod was in his face, his dark eyes boring into Ross'. "Your country holds itself up as the example for the rest of your species when it cannot even govern itself; it covets what does not belong to it, and chases shadows of threats with utterly reckless paranoia," he sneered. "I do not _think_ you are primitive, Ross; I _know_ it."

And he punctuated that sentence with a hard poke of his index finger into Ross' chest…which sent him flying back several feet, landing hard on the concrete.

As Ross struggled to his feet, every soldier in the street trained his weapon on General Zod, while the armoured vehicles took aim at him. His hands on his hips, Zod stared them down. "I suggest you men think _very_ hard on what you are about to do," he warned. "You have already seen what it is to make war upon Krypton; the Kree and Skrull Empires – each one spanning hundreds of star-systems, and controlling colossal resources – tried for millennia, and _failed_ miserably. Do you think you can do better?"

Slowly, nervously, the soldiers lowered their weapons.

"You are wiser than your superiors," Zod said, as he turned his glare upon Fury and Ross. "And _that_ is what you will be doing, Generals: if you – or _any_ Earth nation – attempts to forcibly coerce us, or seize our property, I will consider it an act of war against Krypton…and respond in kind."

Superman felt his blood run cold…and not for the first time. "G-General…"

General Zod looked over his shoulder. "I am afraid I will not be joining you at the Institute, Cadet; I will be returning to Sentrius. Contact me once you are done." With that, he took off, darting into the sky, breaking orbit.

Phoenix gulped. "Okay…I'm pretty much _seriously_ creeped out, right now."

Nick scowled. "Join the club, missy."

Superman was still staring after the retreating form of Zod, his mind – even with all he'd experienced about the General, these past few days – reeling…so much so that he almost missed his communicator's beep. Promptly he picked it up. "Superman here."

"_Superman, it's Batman; I've been trying to reach you for the past few minutes._"

"Uh…yeah," Superman murmured. "I've…been busy."

"_Well, clear your agenda, because we have a problem with the General._"

Superman's voice was sad as he slowly nodded his agreement. "Yeah…I think we do…"

XXXXXXXX

_Xavier Institute_

As she and Mark walked into the Institute's living room, Tinya was quite surprised to find Empress Lilandra waiting there, seated in a nearby chair, looking pensive, while Gladiator stood by her side. Tinya gasped. "E-Empress Neramani!" she greeted, bowing. "We had no idea you were here…"

Lilandra waved her back. "It is quite alright, Miss Wazzo," she soothed. "Are Commander El or Professor Xavier back yet? I had a matter of some importance to discuss with them."

Mark shook his head. "I am afraid that almost all of the Institute – Superman and the Professor included – are engaged in the rebuilding efforts, Empress; we and a few others had only returned to rendezvous with some others before heading to a new assignment."

Tinya nodded. "We had to catch a lift from our last task with Magneto and Quicksilver," she agreed. "Believe me, _that_ was awkward." Her tone turned worried. "Is my Mom okay?"

"She is well, Miss Wazzo," Gladiator said. "When we left the Sentrius Battlestation, she and General Zod were conversing."

Tinya's nose crinkled. "Okay, Empress Lilandra? Captain Kallark? With all due respect, if either of you tell me my Mom and the General were up there making smoochy-faces at each other, I _swear_ I am going to _hurl._"

Lilandra chuckled. "Then you needn't worry; from what I saw, they were completely professional." Her smiled dimmed worriedly. "Though they did step away…"

"I didn't hear that!"

Her expression turning apologetic, Lilandra was about to respond, but the sounds of engines drowned out her voice, as the Blackbird soared by overhead, prompting them to head outside, into the back yard. Once they stepped out, they found Magneto and Quicksilver standing there, as the Blackbird touched down, and Charles, Cyclops, and Phoenix disembarked, while Superman and Power Girl touched down next to it. Looking towards Magneto, Charles smiled warily. "I see you stayed, Erik."

Magneto nodded. "I had to, Charles; I fear there is a grave matter I must discuss with you."

Charles' smile faded. "Well, it seems that there is grave news all around, today," he said softly. "I am afraid that you will have to wait a few minutes, Erik; Empress Lilandra had asked to speak with us first."

With another nod, Magneto stepped back, allowing a worried Lilandra to step forward. "Commander El…Superman," she began, "some time ago, you repelled my brother and sister's occupation of Argo; how exactly did you do it?"

Superman blinked. "Empress, I…I don't understand…"

Lilandra took a deep breath. "Just after meeting with Ronan and my siblings when they first arrived here, I spoke with D'Ken and Caly'See," she continued. "Naturally, as we spoke, they became upset, which triggered some sort of attack; Captain Kallark's medical scanner found a surprising result, one which our physicians have confirmed." She took a deep breath. "My siblings have Siege Sickness."

Power Girl blinked. "Siege Sickness?"

Superman shook his head. "I've never heard of it."

"Before my father's siege against Krypton, neither had we," Lilandra said. "It was only after the last battle – when General Zod broke my father's blockade of Krypton completely – that we observed it: practically all the survivors of numerous ships – which were very few – all exhibited the same behavioural symptoms: paranoia, trouble sleeping, mood-swings, constant physiological arousal…"

Cyclops spoke up. "We have something like that, too, Empress; we call it Post Traumatic Stress Disorder. A lot of army veterans have it…"

"I am well aware of that affliction, Mr. Summers; this is something else entirely," Lilandra admonished, gently but firmly. "At first, that's what we thought it was…until they started showing additional symptoms, in varying degrees: progressively worsening seizures, muscle spasms often progressing to complete loss of motor-control, and in many cases, total neurological breakdown, resulting in death. Autopsy of those that died all showed the same progression of brain-damage, which was exactly identical to those that perished on those same ships on that day. Whatever it was, it was no mere post-traumatic stress; something _did_ that to them."

Superman's eyes went wide, his expression going haunted. "The…the brain-damage they had," he murmured, "it began in their cerebral cortex, didn't it? It was as if specific clusters of neurons – linked to the senses – all suddenly started firing at once, as if they were being overloaded, until they started burning out. It then moved inward, to their memory-centers and arousal-centers, throwing _them_ wide open and linking them, making every new memory formed highly arousing, keeping them stressed-out all the time. It later moved to the cerebellum, then back to the motor cortex, gradually frying _them_, until it hit the brain-stem, finishing them off."

Lilandra's hands went to her mouth. "Yes! Yes, exactly!"

Phoenix went pale. "Kal…you know what did this?"

Superman was just as white. "We…we have a weapon, supposed to be used in cases of _absolute_ last-resort," he began. "It sends out a multi-phasic energy-wave – calibrated to target only one species – that disrupts the neuroelectric field of that species' brain, imparting a quantum charge that causes the exact same kind of brain-damage you saw in those survivors, Empress."

Even Magneto was shocked to silence. "My God…the one with equal might…"

Cyclops arched an eyebrow. "Huh?"

"The next part of Irene's prophecy: it told of another coming, with the same power as Superman," Magneto said. "That was what I had come to warn you about…but it seems I was too late…"

Quicksilver scowled. "Supposed to be the good-guys, huh?" he snapped. "So much for _that_ idea."

Lilandra was still reeling. "But…how could my brother and sister have..?"

"There was a defective prototype of that weapon on Argo; that's what caused the Argo Tragedy. After seeing what it could do, the Council of Twelve prohibited its deployment except in the most dire circumstances," Superman said. "D'Ken was about to take it, and without the proper safeguards, he could have used it against anyone…so rather than let him take it, I activated it, and told him to get clear before it fired." He closed his eyes. "Apparently, he and his sister almost didn't."

Power Girl gasped. "Kal…you're talking about the _Eradicator…_"

"Yes, _taushi_, I am," Superman murmured. "Sentrius has three fully-functional Eradicators…and just one could have blanketed half of Kral'Nor's fleet with its wave."

Lilandra nodded numbly. "Just after my father's surrender, my people made allegations against Krypton," she whispered. "They accused General Zod of using some kind of terrible weapon against us. The Council of Twelve promised an investigation and full disclosure, but before we heard anything, Krypton exploded."

Superman was silent for several seconds. "There…there was nothing in the Fortress' database about any of this," he murmured. "My father left no mention of it…"

"Perhaps he couldn't?" Charles suggested. "If the investigation had not yet concluded, then nothing would have been published."

Cyclops gulped. "So how do we find out?" he asked. "We can't just walk up and ask Zod and expect a straight answer…"

"Wait a minute!" Tinya exclaimed. "Mark, you copied Brainiac's entire database, right?"

Mark nodded. "Affirmative," he said, before he caught on. "If Brainiac was operating back then, he would have known about the investigation!"

"Have you been able to access all of his knowledge, yet?" Phoenix asked.

"Not yet; it has been extensively encrypted," Mark said. "However, now that I know what to look for, it should be fairly easy; Brainiac placed fewer safeguards on historical information!"

Superman's gaze was firm. "Do it, Mark," he instructed. "If there's any truth to this, we need to know." Mark nodded, closing his eyes, as a faint humming began to echo from his head, his processors whirring…

…and suddenly, his eyes went wide, horror written across his face. "The…the investigation had been concluded," he murmured. "Zod's trial took place on the very day of Krypton's destruction; the Council's verdict was unanimous."

Superman took a deep breath. "What was the verdict?"

Mark lowered his head. "Guilty," he whispered. "On the day Krypton exploded, General Zod was exiled to the Phantom Zone."

Power Girl gasped. "He said that…that he was overseeing the trial of a war-criminal…"

Superman grimaced. "He was: _himself,_" he murmured. "I…I can't believe this; it doesn't make _sense…_"

"I'd say it makes _perfect_ sense," Quicksilver snapped. "For all your big talk – for all your fancy tech and fancier ideals – you guys are _just_ as bloodthirsty as _we_ are…"

"_**NO!**_"

Superman's shout echoed like thunder, shaking the Blackbird where it rested. "_NO!_ That is _not_ how we are! The Council of Twelve would _never_ support the deployment of an Eradicator; _NEVER!_" he shouted. "Something…something must have happened to him; he must have been temporarily insane – he couldn't have just…just _decided_ to kill all those people, not when they'd surrendered…"

Magneto's voice was quiet. "What do you intend to do?"

Superman started to walk away. "I _have_ to hear it from him; I _need_ to know for sure," he murmured. "I'm heading to Sentrius; under _no_ circumstances is anyone to follow me!"

Power Girl looked stricken. "Kal, if he turns violent, you shouldn't face him alone..!"

"I don't intend to, Alison," Superman answered. "I need all of you to spread the word to our allies; have everyone go on immediate standby. If this doesn't go well, it'll get bad _really_ fast!"

His expression turned grim. "And I _really_ don't think it'll go well." With that, he turned, and flew off.

XXXXXXXX

_Sentrius Battlestation, Earth orbit_

The flight out of Earth's atmosphere towards Sentrius only took a few minutes, but they were the longest in Superman's life.

He didn't want to believe it; ever since arriving in the Fortress, he'd learned os his people, what it meant to be Kryptonian – how his people had come so far, learned so much, how they could have ruled the entire cosmos, or even been _worshipped_, but instead, they exercised restraint, with unwavering _humility._

And now, he'd been told that one of them – a _hero_ to his people, who was practically _family_ – had just violated that unspoken law, flying in the face of everything he knew.

He had to be sure – he had to hear it from Zod's own mouth.

Modulating his internal pressures, Superman tolerated the hard vacuum of space easily, flying into Sentrius' vehicle-bay as its shield parted and re-sealed behind him, before he made his way to Station Command. Walking into Sentrius' nerve-center, he saw that Zod was there to greet him, smiling pleasantly. "Ah, Commander; no more troubles from Fury, I assume?"

"No, General," Superman said quietly. "You scared them off quite effectively."

Zod shrugged. "Well, a good show of strength does tend to make one re-think bad tactics."

Superman took a deep breath. "Like Emperor Kral'Nor?"

Zod's smile wavered. "Cadet, what are you talking about?"

Superman changed tracks. "General, does Sentrius keep a log of every action taken, and every weapon deployed?"

The General's smile fell a little more. "Of course."

"Good." Superman looked up. "Sentrius: bring up a log of all actions taken on the last day the General was here: the very last day of the Shi'ar siege."

Sentrius' holo-avatar appeared, looking apologetic. "_I am unable to comply, Commander El._"

Superman frowned. "Explain."

"_All log-records of that day have been deleted; I am unable to access them._"

Superman arched an eyebrow. "How did that happen? Who could have done it?"

"_All of my data-logs are considered highly classified; only Defence Force personnel of Station Commander rank or higher may access them._"

Superman's expression darkened. "Like a High General?"

"_Affirmative._"

Zod's expression showed a hint of panic. "Sentrius: cut off all internal sensor-input from Station Command – visual, auditory…everything! The Commander and I need to have a little talk!"

"_Command accepted, General: Privacy Mode engaged._"

As Sentrius' avatar vanished, Zod looked at Superman sternly. "By Rao, Cadet, what's gotten into you? What do you hope to accomplish with such fruitless inquiries?"

Normally, Superman would have balked at that rebuke, but this time, he wasn't falling for it. "Tell me again, General: how did you end up in the Phantom Zone?"

Zod frowned. "I have told you already, boy: I was overseeing the trial of a war-criminal. The Projector malfunctioned, and exposed the singularity, pulling me in!"

"Who was it?"

Zod paused. "What?"

"The criminal you were trying," Superman said. "What was his name?"

Zod flinched. "Boy, I was trapped in there for thirty years! You can't expect me to recall every little detail!"

"So you got pulled into the Zone because of a damaged Projector?" Superman pressed. "Even with the emergency safeguards? The ones designed to shut the Projector _down_ in the event of even the _slightest_ malfunction?"

The General's eyes narrowed. "If you have a point to make, Cadet, I suggest you _make_ it."

Superman glared back. "A few minutes ago, I had a talk with Empress Lilandra," he answered. "She told me some very interesting things…like how the Shi'ar accused you of war-crimes just after the siege ended."

Zod scoffed. "Well, of course they did; so does every losing side in war, Cadet!" he admonished. "Kral'Nor was just trying to save what was left of his battered pride!"

"Then it was an awfully _detailed_ lie, General," Superman countered. "The Empress told us about how all the survivors from that last battle – what few there were – all had the _same_ kind of behavioural problems and post-mortem brain-damage; the kind caused only by an _Eradicator._ How could she – or Kral'Nor – know what lie to tell? The exact effects of an Eradicator's deployment would only be known to Defence Force personnel, or to a physician that actually observed them! How _could_ she know?"

Zod was silent.

Superman kept going. "Whatever allegations Kral'Nor made were obviously enough for the Council to launch an investigation, General!" he said. "In the data Mark copied from Brainiac, he found a reference to that investigation, and your trial, occurring the very _day_ Krypton blew up! _Who_ was the criminal you were overseeing, again?"

Zod laughed. "The memories of a rampant A.I.? You would believe them over me?"

"Brainiac may have been rampant, Zod, but A.I.s of his type were downright _anal-retentive_ when it came to keeping data-logs!" Superman shouted. "Do I even need to _say_ what the verdict was? _You were in the Phantom Zone!_"

Zod was silent for a moment…before his chuckle turned dark. "I suppose I should have expected Jor's son to figure things out, sooner or later."

Superman glared at the General. "Is it true?" he demanded. "Did you deploy an Eradicator against the Shi'ar? _Is it TRUE?_"

Zod stared at him as if he were stupid. "You mean, did I win the war?" he asked sardonically. "Did I shatter Kral'Nor's spirit, and take away his fleet's desire to fight? Of course it's true, Cadet!" He gestured to Sentrius. "Look at what we've had to do, boy; do you think anything less than a show of overwhelming _force_ would have been enough to frighten away those primitive fools?" He sneered. "They had to be taught what horrors awaited them, should they make war with us; I merely taught them reason to fear us."

Superman could feel Lex's words echoing in his ears…except now, things were infinitely _worse._ "They had already _lost_, Zod! You had them at the bargaining table, but you…you _murdered_ them!"

"Semantics, _Cadet,_" General Zod snapped. "Neither the Kree, Skrulls, or Shi'ar were going to yield until we _made_ them, nor was Kral'Nor." His eyes narrowed. "I _won_ the war, boy; both here and on Krypton! Who are you to question how I achieved victory?" He gestured to Earth. "Who are _they_ to question me? Who were the _Council?_"

Superman's expression was firm. "It was unanimous, Zod – even my father thought you were wrong."

Zod sighed. "Ah, yes. Jor's final vote," he said. "For a long time, I blamed him for that, but now I see – the Council put him in an impossible decision. Had he voted no, they would have expelled him from the Council, charged him as an accomplice, and sent him to the Zone with me, and then where would we be?" He shrugged. "Where would _you_ be?"

Superman saw red. "Don't you _DARE_ cheapen what he did!" he roared. "My father would have _never_ been complicit in your crime! He did what he knew was right!"

"Yes, he did!" Zod agreed. "Jor may have believed in what the Council of Twelve had been, but he knew perfectly well what it was in Krypton's last days: a collection of weak-minded, petty fools content to let our great civilization stagnate behind a Planet-Shield – a far cry from its ancient glory!" He scowled. "Jor may have hoped that they would see the truth of his warnings, but he knew perfectly well what the reality would be…and planned accordingly; the fact that you are standing here is proof of that."

Superman took a step back, trying to keep his balance, shocked almost senseless by what his godfather – his _hero_ – was saying…

"Your father did what he intended to do, Kal-El: he preserved the core of Kryptonian civilization, the very best of what our people were," Zod continued, grinning. "I meant what I said earlier: as in our people's ancient history, the men of El and Zod standing together can usher in a new age." He gestured to Earth. "And look at the template that Jor delivered to us: standing together, with our knowledge and Sentrius' might, we can bring order, justice, and prosperity to these primitive fools – we can make a New Krypton of this world!"

It took all of Superman's strength not to collapse then and there, as he looked around, only just seeing all of Sentrius' deadly potential; in the hands of a psychopath, the damage it could do was…

_Oh dear God in Heaven, what had he done?_

Taking a deep breath, Superman focused his thoughts. "General Zod," he began softly, "under Section 6396 of the Defence Force Code, Competency Subsection 876-4, I am declaring you unfit to command…"

Zod sneered. "Oh, do be serious, Cadet!"

"I _am_ serious, Zod!" Superman snapped. "I don't know what happened to you – if the Zone did this, or if you were like it during the siege – but you cannot be allowed to command Sentrius…"

"_Alert: incoming projectile detected._"

Hearing Sentrius' voice, Zod turned away from Superman, glancing to the view-screen. "Sentrius: cancel Privacy Mode and identify inbound hostile!"

"_Acknowledged._" At once, the screen brought up a holo-image of Earth below…with several missiles heading towards them. "_Inbound hostiles are unmanned missiles armed with uranium-based fission warheads; threat-assessment is below minimal. Launch-vector indicates they were fired from the northern half of the peninsula on the eastern part of the Eurasian continent._"

Zod's eyes narrowed with fury. "Those _miserable, ungrateful_ little savages!" he exploded. "Do you see, Kal-El? For all that we do for them, they still snipe at us!" His tone turned cold. "Estimated time to impact?"

"_The first missile will impact our shields within one minute; the others will impact one minute later, in forty-second intervals. No significant damage is expected._"

Zod seethed quietly. "Let the first one impact our shields; shoot the others down with the Polaron Wave-Cannon." Several seconds after Zod's order, the missiles could be clearly seen in the main viewing-window; the first one raced towards Sentrius…and smacked into its shields, detonating its nuclear payload in a brilliant flash of light, which rippled the Battlestation's massive shields, doing absolutely no damage. The remaining missiles closed in after their brother, but Sentrius would not be mocked again; opening the tip of one of its massive facets, it unleashed a massive wave of blue-white electrostatic force, frying every single system on board the missiles, turning them into massive paperweights.

Gazing at the ruined missiles, Zod's stare remained furious. "Sentrius: our former allies have just turned on us; until otherwise specified, all Earth-based military forces and personnel are to be considered hostile. Lock onto the facility that fired those missiles." Instantly, the holo-screen brought up an image of a military facility in North Korea. "Arm one Nova-Javelin; standard Containment-Field, 15 percent maximum yield; fire when ready."

"_Acknowledged; two minutes to launch._"

"_WHAT?_" Superman roared. "Sentrius, _belay_ that order!"

Zod's stare was firm. "Disregard the Commander's orders, Sentrius; continue countdown." He fixed Superman with an annoyed glare. "If we are to bring these primitives out of their savagery, _Cadet_, we must first _teach_ them the consequences of their foolishness."

"You can't _do_ this, Zod!" Superman shouted. "Sentrius, _call off the strike!_"

Zod sighed. "Station-Commander Kal-El, in light of your proximity to Earth, I declare that you cannot remain objective, and thus are incapacitated. Sentrius: remove his Command Priority."

At once, the light in Superman's Command Module faded. "_Commander El, you are hereby relieved of all Station-Command duties pending psychiatric evaluation, as per Section 6396, Competency Subsection 876-4 of the Defence Force Code. Upon successful evaluation, you may apply for reinstatement. One minute, thirty seconds to launch._"

Superman was dumbstruck. "Sentrius, you _can't_ be serious! Didn't you just _hear_ what Zod admitted to?"

"_My data-logs hold no such admissions, Commander; whatever was discussed under Privacy Mode is inaccessible to me. If you have any allegations, you may raise them during your competency hearing._"

Fresh horror gripped Superman as he realized how completely Zod had played him. His expression furious, he glared at the General. "_Call it off._"

"No."

Superman's eyes blazed. "_I said, __**CALL IT OFF!**_"

"_Commander El, your vocal inflection suggests aggression. General Zod, do you wish that he be confined to the brig?_"

Zod chuckled. "That won't be necessary, Sentrius; I can deal with this myself."

Superman's fists clenched. "You're _not_ going to get away with this, Zod!"

Zod smirked, folding his arms. "Oh, really?" he asked. "Well, just _who's_ going to stop me, _Cadet? You?_"

Superman's eyes narrowed. "_Yes._"

Zod laughed. "Very well, then; I suppose I could use some amusement," he sneered, assuming a fighting-stance. "Alright, Cadet: show me if you've learned anything."

Reigning in his fury, Superman assumed a fighting-stance of his own, and darted at Zod; using the blistering offence of _kel'dro_-style, Superman was relentless, unleashing a fast jab to Zod's face, then a mid-height chop to his side, then coming at the other side with a kick, followed by a precision twisting thumb-fist strike at a nerve-cluster in his chest, and then unloading an extended-kuckle strike at Zod's neck; with utterly maddening calm, Zod matched him with the steady defense of _tel'yo_-style, sweeping his first two attacks aside with sweeping-blocks, before stepping into his kick, letting his foot hit empty air. As Superman unleashed the thumb-fist strike, Zod caught it in a lower X-shaped block, twisting his hand upwards. Flinching, Superman let loose the extended-knuckle strike, but Zod released him, pivoting away as he blocked, before gripping his striking-hand and twisting into a throw. Superman was sent flying, but he did a mid-air flip before he hit floor, landing on his feet, automatically going back to _kel'dro._

Zod chuckled. "You're taking this seriously."

Superman glared at him. "Betrayal will do that."

"The humans betrayed us _both_, Cadet," Zod admonished, his smile vanishing. "The only difference is that _I_ do not plan to take it lying down." With that, his stance shifted into the deceptively sinister _kerro_-style, before he blurred towards Superman.

"_One minute to launch._"

Sentrius' countdown almost made Superman miss his chance; his vision worked in overdrive as it tracked Zod's movements, watching him blur to his left, then his right, and then behind him. Quickly, he turned to his back…and then right back to his front again to block Zod's extended-knuckle strike, stopping it inches from his throat. Before Superman could counter, Zod extended his fingers completely, jabbing his godchild's throat and stunning him, allowing him to pivot right for a follow-up uppercut. His brain registering Zod's plan, Superman _surged_ power to his legs; moving at a pace that humbled his normal speed, Superman darted to Zod's side and _levelled_ him with a punch to his face, sending him flying across Station-Command, but Zod recovered even faster than he had, regaining his footing.

Desperate to press his advantage, Superman surged energy to his arms and legs, blurring towards Zod, but the General blocked his punch. "You're getting the hang of surging!" he laughed. "Good!" His grin turned to a sneer, as he countered with a surged uppercut to Superman's chin, knocking him clear off his feet, before following with a spin back-kick, driving him back.

Zod's tone was cold as Superman got back up. "But not perfect," he finished. "Boy, this is pointless; why should we waste each other's time like this when we should be devising a plan for establishing proper planetary protocol on Earth? You know the problems here better than I – ones which you should have fixed, but that is neither here nor there – so your expertise will be useful…"

"I'll _never_ help you subjugate Earth!" Superman roared. "I didn't fight off the Kree and the Skrulls just to hand my home over to a _Kryptonian_ dictator, Zod! I won't let you hurt them!"

"You have no _say_ in the matter, Cadet; your Secondary Command Priority is revoked. You cannot countermand me."

"Not directly!" Superman said, spying a nearby console. "You may know the commands, Zod…but _I_ know the _systems!_"

Seeing Superman dart towards the console, Zod flinched. "Sentrius: activate Emergency Teleport! 'Port us both into space!"

"_Acknowledged. Thirty seconds to launch._"

Superman was inches from the console when the blue-white wave swept over them both, depositing them in the inky black, just outside of Sentrius' shields. Feeling panic sweep over him, Superman reached for his belt-computer, trying desperately to contact Sentrius and teleport back aboard to override the launch, but Zod was on him in seconds, grappling with him and slamming him with a headbutt. As Superman was knocked back, Zod fired a narrow eye-ray, searing off a strip of his uniform at the shoulder as Superman twisted out of the way. Flying at the General, Superman spiralled up and down, dodging more of Zod's rays, until he was close enough for a haymaker…but at the last second, Zod leaned back, blocking and catching his fist, before pulling himself in close and blowing ice-breath into Superman's face at point-blank range.

Wincing at the sting of the ice, Superman charged his eye-rays, melting off the ice until it fractured, falling away. His vision cleared, he was about to come at Zod again…until he noticed the smirk on Zod's face…

At that very moment, a single, spear-sized crystalline dart, glowing with a ferocious inner light, shot from one of Sentrius' facets, its internal engine flaring to life and sending it screaming down towards Earth.

_The Nova Javelin._

Utter horror racing through his mind – and over his face – Superman raced after the weapon, desperate to pull its arming-crystal and disable it, but General Zod intercepted him, slamming him with a punch and knocking him away, before flying in the other direction, heading down towards Earth. Recovering, Superman tried to fly after the weapon…but it was too late.

Seconds after reentry, the Nova Javelin hit its target, its internal force-field extending around the North Korean base that had launched the missiles, before it impacted; the blinding light of the Nova-detonation forced Superman to shield his eyes, as the light faded to a multi-coloured plasma-flash, before the ripple in space-time hit him, knocking him back into space…

XXXXXXXX

_New York City, New York_

"Okay, I don't know what's worse: fighting or cleaning up afterwards."

With the battle officially over, repair-crews made their way into New York, starting to put back together what the invaders tried to tear apart. Normally, the kinds of repairs needed would have taken weeks, or even months…but fortunately, they had help.

Using his TK to lift away a section of rubble from a manhole-cover, allowing technicians to hop down to repair the power-lines underneath, Hellion sighed. "I don't know how you guys _stand_ it."

Moving another pile of rubble away with his ring, before lifting a street-lamp back into place, Lantern Stewart shrugged. "It's just part of the job, kid."

Walking up to the lamp, Firestar started welding it back into place with a microwave beam. After a few seconds, the lamp was repaired, causing Angelica to step back with a smile. "I don't know, Jules," she added. "Using our powers like this feels…_good._"

Shadowcat had just walked out of a scorched building when she said that. "There's nothing like it!" she agreed. "This building looks pretty banged-up, guys; it's gonna have to come down." She looked up at Green Lantern. "Any chance your bros in green could come help?"

Green Lantern shook his head. "Sorry, Kit; after that treaty got signed, Hal and the other Lanterns had to hightail it back to their own sectors. It's just me, now."

Hellion sighed. "So they leave us to clean up; swell."

Firestar giggled. "Well, at least that's _all_ we have to do, Julian! It's not like there's another crisis coming…"

But she stopped as a bright light shone across her face, forcing them all to turn; far in the distance, on the horizon to the east, a bright white light lit up the sky…but the sun was already past the noon-point…

Seconds after the light came, a massive tremor rippled the entire earth, causing the building Shadowcat had just phased out of to collapse, and knocking over the lamp Firestar had just welded as it knocked each and every one of them flat on their backs. After several long seconds, the tremors ceased, allowing them to get up. "What was _that?_" Firestar cried.

Julian grimaced. "I've got a bad feeling about this; _why_ did you have to jinx things, Angie?"

Shadowcat was deathly pale. "Lantern?" she murmured. "Did that tremor…seem _familiar_ to you? W-Wasn't it just like the one we felt when…when Noram went after the Fortress?"

Green Lantern groaned. "Now that you mention it, yeah," he muttered. "But why mention that day? That was the day that Kal…"

His eyes went wide as he finished his own statement. "Oh, Jesus…" he gasped. "Kit, are you saying that was a..?"

His communicator suddenly came alive. "_Superman calling any and all friendly forces; can anyone hear me?_"

Green Lantern quickly responded. "We read you, Superman; we have a problem here!" he declared. "We just detected a massive seismic wave – one that was _damn_ similar to that Nova Javelin you tossed at Noram! What happened?"

"_ZOD happened, that's what!_" Superman exclaimed. "_He's been playing us all, this whole time! HE was the criminal the Council tossed into the Phantom Zone! He just locked me out of Sentrius…and he just Nova-Javelined North Korea! They launched nukes at Sentrius, and Zod LOST it!_"

Green Lantern _froze._ "Kal…are you saying..?"

"_You know EXACTLY what I'm saying, Lantern! General Zod has gone ROGUE!_" Superman cried. "_I'm going after him now; have every available ally converge on my location as soon as possible! We have to stop him before he blasts anyone else!_"

Quickly, Green Lantern locked onto Superman's signal – he was heading over the Atlantic. "Roger that, Kal; we'll be with you as soon as…"

But his communicator suddenly filled with static…which was replaced with the most chilling sound he'd ever _heard._

Shadowcat was trembling. "Did…Did Kal say General Zod has…gone _rogue?_" she cried.

Green Lantern couldn't speak; he just held his communicator out to them, letting them listen.

They needed to hear this, to understand what was happening…

XXXXXXXX

_S.H.I.E.L.D. Helicarrier Alpha, New York airspace, a few minutes earlier_

"General Fury, we have a situation!"

Minutes after hearing about General Zod's declaration at the U.N. General Assembly, Nick Fury had ordered the Helicarrier to deploy, at which point he and Madelyn had headed there as soon as possible; following her CO onto the bridge of the Helicarrier, Madelyn couldn't help but wince at the tension in the air. Nick's scowl told her that she wasn't the only one. "Report," Nick rumbled.

The Comms officer looked just as uneasy. "General, our satellites-feeds are detecting a great deal of activity in North Korea, surrounding every single one of their suspected missile-bases!" he reported. "This activity began _minutes_ after the General Assembly adjourned!"

Nick scowled. "Dammit, I was afraid of this; Zod went and _spooked_ 'em," he muttered. "I want all anti-ballistic missile defences on standby! If somebody gets an itchy trigger-finger…"

His warning came too late. "General, North Korea has fired! I'm detecting six missiles, all carrying warheads!"

"_DAMMIT!_" Nick shouted. "Lock onto those missiles and shoot 'em down!"

"We can't, sir! They're not heading for us!"

Nick froze. "What?" he murmured. "Get me their flight-trajectory; I want to know where they're…" His voice trailed off, as he saw the missiles' path on the view-screen. "No…_no!_ They _can't_ be that stupid!"

"Telemetry confirms it, General: the missiles are heading for Sentrius!" the Radar officer reported. "First missile will impact in 5…4…3…2…1…"

The real-time video-feed from their nearest satellite showed it more clearly than Madelyn would have liked: far in the distance, Sentrius hovered over Earth, while the first missile streaked towards it, erupting in a deadly plume of radioactive fire…

…and when the nuclear conflagration died away, Sentrius remained, untouched, with little more than a ripple in its massive shield.

The Radar officer spoke again. "N-No damage incurred, General," he murmured. "The remaining missiles are closing; impact within one minute!"

By then, the satellite had moved closer, showing the other missiles drawing closer; this time, however, Sentrius opened fire with a wave of blue-white electricity, disabling the missiles and turning them into paperweights, before it knocked out the satellite, turning the video-feed to static.

The entire bridge was silent. "People…tell me we didn't just _kick_ the biggest hornet's-nest in the universe," Nick murmured. "Somebody get me another video-feed; we need to know what's going on up there!"

The Comms officer was already on it. "General, we have another satellite moving into position; it should be in range in 3…2…1…now!"

The Radar officer quickly took over. "General, Sentrius has fired! One projectile, closing fast! Target is the main North Korean missile-base!"

Madelyn gasped. "What _kind_ of projectile?" she demanded.

The officer checked the readout. "It's…actually fairly small, Agent Pryor; it's not even a tenth the size of one of those missiles!" He actually looked relieved. "Maybe it's not as bad as we thought…"

"No, it's _worse!_" Madelyn cried, as she felt a wave of utter nausea take hold. "That one little projectile is deadlier than a _thousand_ nukes!"

Nick caught on. "Pryor, are you saying that's a..?"

Madelyn nodded. "Yes, General! Sentrius just launched a _Nova Javelin!_"

The moment she said that, Brigadier General Nicholas Fury went as pale as a _ghost._ "_Arm all anti-missile defences! Shoot that thing DOWN..!_"

"We can't sir! It's moving too fast to get a lock!" the Radar officer cried. "Impact in 5…4…3…2…1…"

The second that countdown finished, a brilliant light flared to life far on the east horizon, shining as brightly as the sun…right before a massive tremor rocked through the entire Helicarrier, shaking the massive vessel like a party-pinata and sending the entire bridge-crew falling on their asses. After a few long seconds, the tremor died away, allowing the Helicarrier's stabilizing engines to right the enormous ship. On the bridge, Madelyn groaned as she struggled to her feet. "Is everyone alright?"

A chorus of groans answered her. Getting to his feet, Nick scowled. "Get me a visual on Pyongyang; I want to know how bad Sentrius just hit them."

"We'll just need a minute, General; that blast almost knocked the satellite out of orbit," the Radar officer reported. "We just need to make a course-correction, and…" His voice trailed off. "My God…"

Looking at the view-screen, Madelyn couldn't argue: the entire missile-base, and everything in a 250-mile radius, had been utterly _annihilated_, as though some giant hand had simply gouged out a perfect ice-cream scoop from the Earth, with the impact-crater sporting a reflective coat.

_Glass._ The Nova-detonation had superheated the impact-site to the point of creating glass.

The surrounding 500 miles hadn't fared much better: after the blast, Madelyn knew, the resulting plasma-surge had broken though the confining force-field, and reduced the surrounding environment to cinders.

General Fury managed to find his voice. "Somebody get the League on the horn," he said. "I want to know what the _hell_ they think they were…"

"General, we have a transmission from Superman! He's broadcasting on an open channel!" the Comms officer reported. "We're getting a lot of interference from the blast, but I think we can get some of it!"

As he spoke, static filled the bridge's speaker…but one phrase stuck out, sending fresh chills racing down everyone's spines.

"_General Zod has gone ROGUE!_"

Fury grimaced. "What is Sentrius' current status? Is it getting ready for another shot?"

"It doesn't appear to be, General, but we have detected two objects breaking re-entry and levelling off; one came down over the Mediterranean, and the other is holding position just a few miles from us – the one that stopped over Europe is en route here!"

Madelyn grimaced. "It would seem that Superman and the General had something of a disagreement."

"No kidding," Nick grumbled. "Somebody get eyes on whoever it was that came down near us; if that's Superman, I want to have a word with him..!"

"General, we're receiving an incoming transmission!" the Comms officer exclaimed. "General…it's coming from the blip that came down near us…"

But the officer was cut off by the commanding voice that came through the radio. "_Fury._"

Nick scowled. "General Zod."

By then, the Radar officer had brought up a visual of General Zod hovering over the Atlantic Ocean…looking right at the Helicarrier. "_I trust by now you are aware that Sentrius was attacked – by a country who was prohibited from having thermonuclear weaponry, if I am not mistaken,_" Zod sneered. "_Since your governing bodies are evidently incapable of enforcing law on this planet, I had to step in._"

Nick's eyes narrowed. "By nuking half of the country?" he snapped. "I'm all for a pre-emptive strike when needed, but even I think that's overkill."

"_If I cared what you thought, little human, I would point out that had your species simply faced the consequences and put an end to that nation's flouting of sanctions, this would never have been necessary,_" Zod snarled. "_Since I do not, I will not bother trying to explain what must now be done; simply stand down your defences, and this will be relatively painless._"

"Surrender, you mean," Nick growled. "So you plan to declare war on us."

"_Your fellow primitives declared war upon US, Fury. I merely intend to win it._" Zod's tone grew darker. "_One last warning: stand down, and let your betters do what is necessary for your species._"

Nick snorted. "That's funny: about 70 years ago, a guy in Germany basically said the same thing," he retorted. His eyes narrowed. "So I'll tell you the same thing my country basically told _him:_ _go fuck yourself._"

"_Then what follows next is on your head._" With that, the transmission ended.

The Radar officer gulped. "General, he's moving! He's heading straight for us, Mach 5 and accelerating!"

"Launch advance fighters!" Fury ordered. "Radio the Triskelion and get every available fighter-wing here; tell them they are clear to engage, weapons-_hot!_ Lock every missile-battery and gun-turret this bird has onto that bastard, and let him _have_ it!"

As two dozen F-22s screamed from the Helicarrier's hangar-bays, the colossal vessel opened up with more than twenty high-caliber cannons, accompanied by even more missile-batteries, filling the sky with flak, all aimed at the rapidly-approaching ebony dot on the horizon; weaving in and out of the cannon-fire with ease, General Zod saw the missiles approaching. With no reaction other than a smirk, he suddenly pulled up at g-forces that would make any fighter-pilot's head collapse, allowing the missiles to follow him, before darting straight at the approaching column of fighters. Ignoring their vulcan-cannons, Zod fired a barrage of small, pencil-thin eye-rays into the fighters, searing tiny patches off of their hulls, before flying right through them…and allowing the missiles, now drawn by the heat-signatures he'd left on them, to slam into the fighters, blowing more than half of them out of the sky.

On the bridge, Fury looked _sick._ "_Abort missiles!_" he barked. "Have our boys use vulcans and conventional tracking only; do _not_ use heat-seeking!"

As the remainder of the missiles tracking him self-destructed, General Zod did a sharp, almost-180-degree turn, flying straight back into the remaining fighters, spiralling himself like a deadly drill-bit as he pierced through one F-22, splitting it in half and sending it careening down towards the ocean. Seeing another fighter launch a missile at him, Zod stopped in mid-air…and simply grabbed the missile, before flipping it around and throwing it _back_, blasting the attacking F-22 apart. Shooting into a perfect aerial somersault, Zod evaded twin streams of vulcan-fire, to stop behind another F-22, grabbing it by the tail-fins and _throwing_ it into two more, smashing all three into rubble. Turning towards the rest of them, Zod inhaled and unleashed a stream of ice-breath, forcing the F-22s to veer off. With the fighters preoccupied, Zod raced towards the Helicarrier, darting in and out of its weapons-fire, before unleashing another frigid breath, blinding its sensors completely.

Aboard the bridge, Zod's attack had unleashed pandemonium among the crew. "General, we just lost all heat-seeking!"

"Raptors 1, 3, 7, 8-16, 17, and 19-22 are down! Reinforcements will be in weapons-range in two minutes!"

Nick grimaced. "Dammit, people, where _is_ he? Somebody get me a fix on that bastard!"

Suddenly, the entire Helicarrier rumbled. "General, we're getting proximity alarms from Deck One…no, Decks Two and Three…no, Deck _Four..!_"

The rumbling grew closer, and Madelyn's eyes went wide. "He's _under_ us!"

As if on cue, a deadly red energy-beam lanced up through the floor, carving a perfect circle in the floor plating, which easily fell away…allowing an annoyed-looking General Zod to float up through, his arms folded. "As I said, Fury, this is on _your_ head," he snarled. "Agent Pryor, my apologies; I was prepared to be reasonable, but the idiocy of your superior forced my hand."

Nick's eye narrowed. "Buster, if you expect us to just roll over for you, you've got another thing coming," he spat. "Our reinforcements will be here, any…"

"Ah, yes. Them," Zod said idly, tapping the crystal band encircling his arm. "Sentrius: deploy one Stealth-Speeder/Fighter detachment around this vehicle, standard defensive formation; destroy any hostile craft that approaches."

Mere seconds after he spoke, a swirling vortex of energy appeared outside the Helicarrier – the view-screen clearly showed one of the black Speeders as it flew out of the vortex, carrying six Fighters as they flew off their carrier, deploying their wings in seconds, before circling the Helicarrier like gleaming birds of prey, waiting for some unlucky prey to wander too close…

Nick's eye closed. "Order our fighters back," he muttered. "Have them return to the Triskelion." As the bridge-crew followed his order, Nick scowled at Zod. "Alright, Zod; what do you want?"

"From you, Fury, I desire nothing," Zod sneered. "You and your vessel are merely a means to an end." He turned to the Comms officer. "You there – open a direct channel on all Earth frequencies; I want every last human with a receiver to hear this." At a nod from Fury, the officer did so; once the channel was open, Zod walked over, and began to speak.

His words turned every spine on the bridge _icy._

"Attention, people of planet Earth: I am High General Dru-Zod, former Supreme Commander of the Kryptonian Defence Force," Zod began. "Mere minutes ago, in spite of the continued benevolence of myself and my fellow Kryptonians culminating with our defence of your planet against a foe you had no hope of defeating, a nation of your people launched a vicious, unprovoked – albeit feeble – attack against us. I realize that your leaders would make the excuse that the rest of you cannot be held responsible for the actions of one nation, and am uninterested in hearing it; when one group of you behaves in a manner both pathologically and criminally idiotic, it falls to the rest of you to put an end to that stupidity…a responsibility which you have clearly shirked."

His voice hardened. "This behaviour is merely the latest example of a series of behaviours I have observed in your species, all of which are completely _unacceptable_ in any sentient society," he spat. "Your species squanders the resources of its planet while poisoning the very biosphere that sustains you; you allow all manners of violence and criminality among both your own kind and others; and you squabble amongst yourselves over who holds sway over this world and any who tread upon it. There is only one logical conclusion: your species is utterly _incapable_ of governing itself responsibly…and so it must fall to the more advanced species to do it for you."

Zod's voice now took on an edge of iron-hard command. "The following dictums are now applicable to all Earth nations, effective immediately: all armed forces, state-sanctioned and militia-based, are to disband immediately; possession of any firearm, for any reason, will be considered a criminal offence. All production and consumption of fossil-derived hydrocarbons will cease immediately, and all industrial processes are suspended until they can be fully inspected; all industrialized nations will immediately commence full-scale development of non-toxic energy resources. All previously-existing legal infractions now carry the same sentence: immediate incarceration until said criminal behaviour has been de-conditioned; any perpetrator who resists incarceration will be terminated on sight. All existing governments will report to me; bi-monthly status reports on compliance with these dictums will be submitted."

Zod's tone turned deadly. "Any who do not comply with these dictums will feel my wrath," he snarled. "The nation that had the audacity to attack us has already been taught the cost of their barbarity; should any of you do the same, I will repeat the lesson as many times as needed." His tone calmed. "A dear friend of mine believed that your species was capable of greatness; perhaps he was right," he finished. "However, I do not see that, now: all I see is a race of very badly-misbehaving _children_, in _severe_ need of disciplinary measures. Once my dictums are obeyed, and the human species becomes a civilization worthy of being Krypton's heirs, then I will gladly relinquish power…but for now, you have only one recourse if your society wishes to avoid its own self-destruction."

His iron voice came back. "You will obey my dictums…and _kneel before Zod,_" he ordered. "You have one hour to comply. That is all."

As she watched General Zod end the transmission, Madelyn finally found her voice. "Zod…you…you can't do this…"

"This should have been done _years_ ago, Agent Pryor." Zod faintly smirked. "Once humanity begins to learn the error of its ways, they will find Zod a fair and benevolent governor until they are able to govern themselves. Until that time, however, letting humanity proceed as it has thus far would be colossally stupid."

His smirk faded, as his hearing picked up an approaching sound. "A lesson that my godchild has yet to grasp," he muttered. "As I have said, Fury, your military must disband immediately; you will return this craft to dry-dock, and begin to dismantle S.H.I.E.L.D." He turned to go. "For now, I will have to teach this lesson to a much more difficult student than all of you."

And with that, he dropped back through the hole he'd come in through, leaving them all to digest what had just transpired.

XXXXXXXX

Superman had just been crossing the Atlantic when he heard Zod's little speech; his anger promptly flared as he accelerated hard, racing towards the General's location, still unable to fully believe what Zod had done…

…and what Zod had led him – led _all_ of them – to do.

Reaching the Helicarrier in seconds, Superman stopped as he saw Zod fly out. "I trust you've learned your lesson, Cadet?"

"You're _insane!_" Superman shouted. "Zod, this…this is _wrong!_ This is practically _spitting_ on the Law of Riona Prime! You can't be serious!"

"I am _quite_ serious, boy," Zod snapped. "Yes, for millennia, we shied behind that Law, and for what? To cringe behind a barrier while our own world killed our people? If we had taken a more forward stance, perhaps the Kryptonian civilization would still be here!" His tone calmed. "It is too late for those of our people that have fallen, but Rao will _damn_ me if I allow any more of our people to be destroyed or enslaved by the very savages we sought to protect! Not for some outdated Law!"

Superman shook his head, his eyes narrowing. "We won't let you do this, Zod," he vowed. "No matter what it takes, we'll _stop_ you!"

Zod laughed. "And that, Cadet, is the difference between you and I!" he chuckled. "_I_ am willing to do whatever it takes to save those in my charge, even sacrifice the few to better the many!"

His smile turned to a sneer. "You, on the other hand, are _not._"

And he punctuated that sentence by turning and firing a massive eye-ray towards the Helicarrier; instantly, the Stealth-Speeder and Fighters circling it flitted away, letting the beam pierce the Helicarrier's dorsal hull, and burst out through its ventral plating…at which point its engines died, as it began to sink towards the sea, faster and faster..!

Naked horror rushed across Superman's face, but Zod didn't even bat an eye. "As I said, I would welcome your assistance, Kal-El, but if all you are going to do is hinder me, then I do not have time for you; I have more pressing matters to attend to," he sneered. "Once you have learned wisdom, I will be there." And with that, he flew off.

Superman was instantly in motion, racing towards the dying Helicarrier, and then under it, bracing himself against the vessel and _surging_ every ounce of energy he had into his arms and his legs, pushing against the Helicarrier for all he was worth.

By then, the Helicarrier was dropping like a stone, careening towards the water with crushing force…until it began to slow down, its terminal velocity gradually decreasing, until it touched down on the water with a massive splash, floating on the surface like a wobbling bobber.

Within minutes of the Helicarrier crash, rescue-boats were racing towards the vessel, to evacuate any and all personnel still aboard…while not even bothering to watch the coastline; several miles away from the crash, a very soggy Superman walked up out of the water, where he was greeted by the League, the X-Men, and X-Force, all of whom had gotten a fix on his beacon. Superman took a deep breath. "I assume you all heard."

Power Girl was aghast. "Clarkie, I'm so…"

"Being sorry won't help anything, Alia," Superman muttered. "If anything, _I_ should be the one who's sorry."

Wonder Woman shook her head. "Clark, you are not responsible for Zod's evil…"

"Aren't I, Diana? Who let him out? Who turned a blind eye to signs of his obvious instability?" Superman countered. "Whatever Zod has done – and whatever he intends to do – is on _my_ shoulders." He sighed. "I created this problem, but it'll take _all_ of us to solve it."

As all the others slowly nodded, Batman spoke up, his eyebrow arched. "So, Kent, what exactly are we going to do?"

Superman's expression was hard, his vow even harder. "We do exactly what I told the General we'd do," he promised. "We _stop_ Zod, no matter the cost…"

XXXXXXXX

_Coming Soon:_

_Zod's true colors stand revealed, but the realization has come too late for Earth._

_With the world's heroes scrambling to stop him, the mad Kryptonian General seems to be holding all the cards._

_Can Superman and the League stop Zod's tyranny?_

_Or does the twisted General have a far more terrible stratagem in store for Earth?_

_Find out in the next part of the When Heroes Fall saga, "Beachhead," coming to your computer soon…_


	41. When Heroes Fall, Part Two

CHAPTER FORTY: WHEN HEROES FALL, PART TWO: BEACHHEAD

_Afghanistan, August 17, 2009_

The desert air was scorching while the sun waned over the horizon, casting eerie shadows over the dusty hills as the squad of U.S. Marines crept stealthily along the barren plains, fast approaching the ruined citadel in the distance; although the conflict with the alien invaders had been resolved successfully – thanks to the mammoth space-station now looming over Earth – their duties were far from over. Not even an hour had passed since the war ended, and they'd been given new tasking orders: apparently, while everybody on Earth had been focused on the skies, one particularly nasty terror-cell had taken the opportunity to move several nuclear warheads out here…where they were storing a couple of SCUD launchers, easily capable of launching them.

Those nukes had to be taken out. _Now._

As the five-man squad approached the ruins, a spray of AK-47 fire at the leader's feet stopped them – they'd been spotted. Quickly flanking right, the Marines took cover behind a nearby wall-remnant, while their leader motioned for suppressing fire; nodding his response, their sniper set up at the wall, sending a single silenced bulletback at the watchman up on the citadel's tower, piercing his shoulder and sending him falling to his doom, while his comrades double-timed towards the nearby entrance.

The second they breached the door, a lone combat-fatigue-wearing militiaman wandered into view; spotting them, he was about to raise the alarm, but a spray of bullets quickly silenced him. Still, that salvo was enough to alert the rest of the base, the leader noted as they broke into the courtyard, where the three SCUDs were resting, along with the six warheads. "Set charges, twenty seconds!" he ordered, opening fire as more militiamen started to pour into the courtyard. "We have to make this quick!"

"On it, Gunny!" the demolitions expert agreed, as he and one other dashed towards the launchers…only to have a bead drawn on them by three towel-heads on the upper level, forcing them to pull back to cover. "Gunny, we've got a problem!"

Their sergeant scowled. "Damn!" he cursed. "Boys, we may have to fall…"

But he was cut off as thunder roared in the distance, right before an ebony blur dropped out of the sky, landing right in the middle of the courtyard, shaking the earth as it landed.

The sergeant was dumbfounded…and thrilled; he couldn't believe that Superman would show up to help him and his squad…until he realized that this wasn't Superman.

Standing to his full height, General Zod looked around the terrorist base, his bearded face scowling as he realized what was going on. By then, the stunned terrorists had recovered from the shock, as shouts in angry Arabic filled the air, while their shots turned towards the lone Kryptonian. As the bullets bounced off his chest harmlessly, General Zod's scowl grew darker and more annoyed, until one particularly bold insurgent took out an RPG-launcher, drew a bead on him, and fired.

Like an adult plucking a Frisbee out of the air, General Zod grabbed the rocket in mid-flight, turned it around, and sent it flying back to its owner on the upper level, blasting him apart and blowing three others off the citadel, down to the desert below.

The sergeant could only stare; the scuttlebutt had gone around the whole Navy how _this_ Kryptonian was a bigger badass than the Man of Steel…but _seeing_ it was another matter.

His scowl having grown into a full-out glower, Zod decided enough was enough, tapping the crystal armband encircling his upper arm. "Sentrius: lock onto my location and power the Point-to-Point Generator. Deploy Infantry Drones, standard armament, and arm Bio-Attack Nanite Fog; I want this area secured."

"_Acknowledged._"

Seconds after that computerized voice echoed from the hologram that armband had summoned, a swirling vortex of multicoloured energy appeared above their heads…right before a large, man-sized crystal shot out of it and buried itself in the ground in front of them. As the vortex dissipated, the crystal quickly dissolved into a cloud of silvery-white fog that settled on the ground, coating the dusty soil and turning it that same immaculate white…before it started to form larger crystals that rapidly grew larger, shifting and morphing as they stood up, becoming three humanoid, crystalline robots, armed with high-tech cannons where their hands should have been. As one, the three crystal robots turned towards the insurgents, and began marching towards them, in perfect time, and with perfect calm.

More than a little unnerved by the robots' perfectly synchronous advance, the insurgents opened fire on them, but their bullets bounced off, repelled by some invisible force-field. As the militiamen's assault peppered their shields, the robots returned fire with a salvo of laser-blasts, felling three of them in seconds. Their terror growing with every repulsed bullet, the insurgents were forced back towards the rear of their citadel, while the robots kept coming, showing no mercy or hesitation whatsoever.

Finally, with their backs literally against the wall, one insurgent threw open his fatigues, revealing a vest lined with explosives; screaming with desperation, he rushed towards the robots, his chest getting blackened by several laser-blasts, but he did not slow, his finger tightening on the trigger…

The sergeant knew what that towel-head had been up to the _second_ he'd caught that look in his eyes. "_BOMB-VEST!_" he shouted. "_Everybody DOWN!_" Instantly, he and his men took cover.

Zod didn't move.

_**BOOOOOM!**_

The human bomb-blast rippled through the courtyard as the Marines ducked behind whatever they could. Once the smoke had cleared, the sergeant peered out, and saw General Zod standing exactly where he'd been, his arms folded, utterly unfazed…while the three crystal robots were demolished, shattered into pieces by the explosion.

Seeing their foes devastated by their comrade's sacrifice, the remaining insurgents burst into jubilant cheering, praising their good fortune.

Zod's scowl never changed; he merely kept his eye on the ruined robots, as crystal dust lined the ground, turning it white…

Before the sergeant's disappointment could register, three _more_ crystal soldiers grew out of that white patch, while the original three spontaneously _repaired themselves._

The terrorists' cheering instantly _stopped,_ their eyes going wide with utter _horror_ as the _six_ robotic soldiers turned towards them, resuming their relentless, synchronous advance.

The gunnery sergeant had to admit: seeing the _look_ on those rag-heads' faces when they realized their human-bomb tactics didn't work anymore was utterly beyond _sweet._

Sighing with annoyance, Zod looked to the lead robot. "I grow weary of this. Drone: deploy Nanites. Show these primitives their folly."

The Drone quickly responded, morphing its cannon into a clawed hand, before darting straight at the closest insurgent, pulling its hand back and raking its claws across his face. Crying with pain, the militiaman fell to the ground, clutching at the red lines across his face…but those cries turned to howls of mortal anguish as the red turned _white_; seconds later, sharp growths of white crystal erupted from the insurgent, bursting from his skin everywhere: his hands, his arms, his face and neck, while bumps appeared beneath his clothing, as he went into a complete seizure, screaming with agony as he did.

The eerie spectacle made every single insurgent _freeze;_ now Zod had their attention. "I know at least _one_ of you primitives speaks English," he snapped. "Understand this: if you persist in this stupidity," he pointed at their spasming comrade, "then his fate will seem a _kindness._"

His voice turned iron-hard. "_On your KNEES!_"

Completely broken, every last insurgent folded; throwing down their weapons, each of them dropped to their knees, placing their hands on their head.

Cheering filled the air again, but this time, it was in English. "That was _beautiful!_" one Marine whooped. "How'd you like _that_, you stupid camel-jockeys?"

A second cheered. "No more human-bombs for _you_ chumps!"

Smiling with relief, the sergeant walked up to Zod. "General…thank you," he offered, before getting on the horn to their base. "Command, this is Beta Squad; package is wrapped!"

"_Understood, Beta; it sounded like you were having some trouble._"

"We were," the sergeant answered, "but we're okay, thanks to the General!"

The reply was confused. "_Who?_"

"General Zod; he showed up just minutes ago and helped us out…"

"_WHAT?_" Command screamed. "_Zod is THERE? He's WITH all of you?_"

The sergeant frowned. "Sir…"

"_Sergeant, Zod is HOSTILE! Not even five minutes ago, he practically took down General Fury's Helicarrier! Take him IN..!_"

The reply suddenly became staticky…just as Zod's finger touched his armband, once more. "That, sergeant, was a mistake."

The sergeant's earlier relief quickly vanished, to be replaced by dread. "You…you attacked S.H.I.E.L.D…?"

"You may call it a pre-emptive strike," Zod said dismissively. "I gave these fools a chance, so now I will give all of you one: lay down your weapons and _kneel._ Otherwise…"

He simply gestured to the twitching insurgent.

Slowly inching back, the sergeant reached for his revolver. "Marines don't kneel to _anyone_, pal…"

Moving faster than lightning, Zod's hand was crushing his wrist before he could even _touch_ his revolver. Lifting him up like a rag-doll, the General's cold dark eyes bored into his skull. "And _that_, sergeant, was a _fatal_ mistake."

And with that, he flung the sergeant into the wall, cratering it and sending him falling. His comrades started to draw their weapons, but the six Drones took aim that much faster. Zod simply smirked. "Drones, prepare to…"

But he got no further, as thunder roared a second time, before a red-blue blur slammed into the General, sending him flying across the courtyard. Coming to a stop, Superman darted towards the Marines, putting himself between them and the Drones; at once, every single Drone lowered its weapon. Satisfied, Superman looked back at them over his shoulder. "_Go!_"

One Marine flinched. "Sir, if we try to move, they'll tag us!"

"Their baseline programming prohibits them from harming Kryptonians! As long as I'm in the way, they _can't_ fire!" Superman shouted. "_GO!_" Not wanting to look a gift horse in the mouth, the Marines grabbed their wounded leader and hightailed out of the citadel, while the Man of Steel darted straight at the recovering Zod…

As the panicked insurgents fled, the Marines darted out of the citadel, emerging out onto the desert field in time to see a Blackbird touch down, as the familiar forms of Green Lantern and Hawkgirl landed next to it. Seconds after landing, the hatch popped open, allowing Cyclops, Phoenix, Shadowcat, Avalanche, Nightcrawler, Spyke, and Storm to emerge from the vessel…just as Superman was sent smashing through the citadel wall, skidding across the desert plains before he righted himself and came to a stop.

With his Drone-soldiers following him, General Zod casually walked out of the ruins, his eyebrow arched as he spotted the X-Men. "I see that you appear to share my godchild's opinion."

Cyclops' eyes narrowed behind his visor, his hand reaching for the trigger. "Call us old-fashioned, but we're not in the habit of kneeling to _anybody_, either Kree, Skrull, _or_ Kryptonian."

"I see." Zod's expression was hard. "If you will not be part of the solution, boy, then you are part of the _problem._"

Avalanche readied a tremor. "The way we see it, Z, the only problem here is _you._"

Zod sighed. "I see that reason is beyond you; I should have expected," he muttered. "Very well; I suppose I shall have to deal with you the hard way."

"Finally! Something we can _agree_ on!" Cyclops shouted, as he depressed the trigger, opening his visor completely and sending a massive plume of optic force at Zod; gritting his teeth, Zod raised his arm and dug in his heels, blocking Cyclops' optic-surge on his forearm. Squinting, he sighted Cyclops through the stream of red, and fired a pencil-thin eye-ray; the deadly beam shot through Cyclops' optic-blast and pierced clean through his shoulder. As Cyclops dropped to the ground, howling in pain, Phoenix gasped…before her eyes narrowed, glowing with rage as she unleashed a lethal torrent of psychic fire upon the rogue Kryptonian; moving faster than Jean's thoughts could match, Zod darted to the side, racing straight at Phoenix, but was intercepted by a red-blue streak, as the recovered Superman tackled into his godfather, driving him back. At first, Zod was stunned, but he regained his footing, breaking Superman's hold and twisting into a modified suplex-maneuver, slamming him into the ground, before raising a foot to stomp on his chest; rolling to the side, Superman dodged Zod's boot as it shook the ground, leaping back onto his feet in time to block Zod's punch, only to find an uppercut in his abdomen as the General followed up.

As their commander dealt with Superman, the Drones turned their attention on the others, opening fire with their hand-cannons, forcing Phoenix to raise a barrier to repulse their fire. Firing a ring-beam into the platoon of crystal soldiers, Green Lantern shattered half of their number…and grimaced as they quickly grew back with three times their losses. Seeing Hawkgirl dive at the Drones, mace at the ready, Green Lantern's eyes went wide, before he surrounded her in a ring-bubble, stopping her attack and stifling her battle-cry. "_No_, Shayera! You can't let those things _touch_ you! Smashing them kicks up nanite-dust; you get any of that on you, and you're _done!_"

Hawkgirl's frown quickly vanished, replaced by alarm, and then by a sly smile. "Then we smash 'em from a _distance!_" she declared, pulling her mace back and _throwing_ it at the Drones, shattering two of the crystal robots in one throw. Following her cue, Spyke let loose a barrage of bone-darts, bouncing against the Drones' shielding before breaking through, felling two more…only to have them grow back, with three times their number.

Struggling to his feet, Cyclops grimaced as he saw the small army of Drones they now faced. "This isn't working; hitting them with conventional force just makes them come back stronger!" he shouted. "Shadowcat: try and short them out!"

Shadowcat nodded. "On it!" With that, she phased herself, running straight at the Drones…

Seeing her charge, Superman paled. "Kitty, _no!_ That won't..!"

By then, Shadowcat had reached her target; phasing through the blasts of the nearest Drone, she leapt right through it, landing behind the crystal soldier, turning to see it fall…

…only to find a crystal fist flying straight at her. Almost startled out of her phase, Shadowcat let the Drone pass through her. "_W-What the..?_"

By then, Zod had glanced over his shoulder, and laughed at her attempt. "Quantum processing, fool girl! Your feeble little trick might have worked on Kree or Skrull technology, but _ours_ is another matter, altogether!" His smile faded as he tapped his Command Module. "Drones: modulate phase-variance on internal force-shielding; key to maximum resonance."

"_Acknowledged,_" came the Drones' toneless chorus, as spheres of invisible force suddenly came into focus around them. Nervous, Shadowcat inched back, but one Drone closed on her from behind, unleashing a roundhouse-kick; phasing through it, Shadowcat darted away, only to phase through the neck-chop of a second Drone. Running through the Drone, Shadowcat made a beeline for the others, while a third Drone moved to intercept her…

_CRACK!_

Shadowcat had just phased herself as the Drone unleashed an uppercut…slamming square into her chin, sending her flying off the ground, to land flat on her rear, stunned. "_Phase-variance matched,_" the Drone reported emotionlessly. Its clenched fist opened…and grew razor-sharp talons. "_Deploying Bio-Attack Nanites._"

Avalanche went white. "_Summers, get her OUT of there!_"

Cyclops was already ahead of him. "Nightcrawler, get Kitty clear! Storm, Avalanche, take those things _out!_" Nightcrawler was instantly in motion, vanishing into a sulphurous cloud and reappearing next to Shadowcat, pulling her away from the Drone and into his teleport, re-vanishing as the Drone's talons slashed into the sand. As Nightcrawler and Kitty vanished, Storm's eyes went white as she raised her hands to the skies…and summoned a colossal burst of sheet-lighting, blasting every last Drone into powder, while Avalanche summoned an 8-Richter-Scale earthquake right under the powdered Drones, swallowing their remains in the dust and burying them beneath the earth.

With the Drones dealt with, Storm followed Green Lantern and Hawkgirl into the air, surrounding Zod from above while Superman dealt with him on the ground. Surging power to his legs, Superman cracked the sound-barrier in half as he raced at the General, flanking left, then right, and then back to the left, feinting high with a jab, and then following with a finger-stab to his kidneys; brushing his feint aside, Zod was barely able to block Superman's real attack, stopping it nanometers from impact…only to find Superman's head slamming into his as his godson let loose a savage headbutt. Stunned, Zod stumbled back…and grinned. "Finally thinking tactically, eh, Cadet?" he mocked. "I suppose I had best take you seriously, from now on!"

The instant those words left his lips, Zod shot straight up into the air, racing right past Storm, Lantern, and Hawkgirl; Green Lantern fired a ring-beam at the General as he shot by, but was forced to expand it into a shield as Zod dropped right on top of him like an anvil, slamming his foot into the energy-construct with almost enough force to shatter it, sending him falling from the sky. Hearing Hawkgirl's roar the second it left her throat, Zod reflexively turned to catch the shaft of her mace as she swung at him, before stunning her with an aerial shoulder-shove and then twisting the move into a throw, tossing her into the dazed Green Lantern on the ground.

With two of their comrades felled, Storm focused her energy, turning the sky black as she summoned one lightning-bolt after another, all aimed at Zod; the Kryptonian General was faster than the wind itself, evading each and every lightning-bolt the clouds threw at him, but Storm's thunder-barrage was enough to keep Zod distracted long enough for Superman to get airborne. Darting towards Zod at sky-rending speed, Superman pounded Zod with a haymaker, almost sending him spinning towards the ground, but the General recovered in midair, just in time to reverse Superman's follow-up attack and trap him in a headlock. "You _still_ have much to learn, _Cadet!_" Zod sneered, before he rocketed straight at the ground, slamming them _both_ into the earth with enough force to leave a 50-meter dent in the dust.

Seeing Zod darting back into the air, leaving a dazed Superman behind, Storm summoned every _ounce_ of her power. "_Jean! Shield the others!_" she shouted, prompting Phoenix to renew her barrier…as Storm dropped a colossal, F_6_ tornado – if there was such a thing – right on top of Zod's head; it was as if the very sky itself had reached out and swallowed the mad General, engulfing him in an endless column of black cloud, swirling with lightning. For a moment, only the tornado reigned supreme, giving rise to a spark of hope…

…until a terribly familiar dark blur shot out of the monstrous funnel-cloud, using its motions to accelerate him to even deadlier speeds, racing straight at Storm before she could even react…and then _past_ her. For a moment, Storm was confused, until she felt an iron-hard hand grab hold of her uniform's cape; with a snarl of fury, General Zod spun Storm around and around by her cape, at speeds that made her tornado look like cold _molasses_, before letting go, sending her spinning across the sky as he leapt into a huge, mid-air jump, intercepting her as she slowed with an aerial double-heel kick.

As Zod's feet drove into her abdomen, Ororo coughed, the wind taken _completely_ from her sails, before falling unconscious. Instantly, the tornado completely vanished, its mistress falling towards the ground with crushing force…

"_AUNTIE O!_" Spyke screamed, racing towards the falling Storm, firing bone-darts into the air at Zod, while Phoenix reached out with her TK, slowing Storm enough to let Evan catch her. Amused by Spyke's efforts, General Zod casually caught one bone-dart, and used it to deflect the others harmlessly; with the attack foiled, Zod superheated the bone-blade until it glowed red-hot, and then threw the spear of molten calcium back at him. Frantic, Spyke tried to get himself and his aunt clear, but it was moving too fast…

Recovering, Superman saw the molten bone flying towards his teammate; moving faster than sound, he grabbed the dart, stopping it inches from impact. After tossing the dart away, Superman glared up at Zod, before racing straight at him; smirking, Zod readied a defence, but was taken by surprise as his godchild went _low_ – grabbing the General's feet, Superman threw him down, knocking him off-balance enough to slam him with a double-heel kick, sending the General crashing into the earth. "Avalanche! _Quake_ his ass!" As Zod struggled to his feet, he found his footing rapidly disappearing, collapsing beneath Avalanche's seismic fury, burying Zod deep under the earth. His eyes glowing, Superman surged energy to his eyes, and unleashed a massive, _skyscraper-sized_ eye-ray, pouring a torrent of nova-hot energy into the ground that held Zod, turning it to magma in seconds. After a few more seconds, he halted his thermal barrage, and let loose a blistering, blizzard-cold blast of ice breath, pouring it into the molten ground; the wintry gale flash-froze the molten mass almost instantly, turning it into glass, sealing Zod beneath it.

For a minute, the X-Men breathed a sigh of relief…until a crystalline fist burst up through the earth.

Followed by another.

Then another.

Then _another._

Seeing more than _fifty_ Drones pulling themselves out of the ground, Nightcrawler gulped. "Uh…Big Blue?"

Spotting the regenerated Drones, Superman flinched; dropping to the ground, he drew his belt-computer, frantically trying to hack the Drones' OS. "Hang on, guys..!"

As the Drones' laser-fire impacted against her barrier, Phoenix winced, watching the fifty draw ever closer, while dozens upon dozens more crawled out…until they realized that they _weren't_ facing fifty – they were facing _two-hundred._ "Not much else we _can_ do!" Phoenix shouted, as the Drones grew closer…and closer…

Inputting one command after another, Superman finally broke through. "Drones: initiate Emergency Diagnostics, Priority One!"

As one, the Drones all stopped, and sagged, their heads bending over.

Slowly, Shadowcat inched forward, and pushed one Drone; utterly lifeless, the crystal machine toppled over, falling flat on its rear. "That's it? You push a button, and they shut down?"

Superman shook his head. "Not really; all I did was loop them into diagnostics. Until they're done, Zod can't get them to do anything."

Nightcrawler smiled wearily. "Any chance you can do zat vith Sentrius?"

Superman snorted. "Sure; and then I can have the Fortress turn lead into gold," he muttered…before he paused. "Okay, scratch that; the point is, Sentrius' A.I. is infinitely more complex. I don't think even _Jor-El_ would be able to hack her."

Cyclops winced as he stood, supported by Phoenix. "So how do we get her off Zod's side? As long as he's in control, Earth is screwed!"

Superman sighed. "The only chance we have of neutralizing Sentrius is reasoning with her; if we can convince her that something is up, she can declare Zod unfit for command and disable his Command Module…"

His remark was drowned out by a sudden rumble, deep beneath the earth…right before the glassed earth shattered into pieces, as General Zod darted into the air. Glancing at the disabled Drones, he scowled, tapping his Command Module. "Sentrius: the Drones have been compromised; initiate failsafe protocol!" At once, the Drones all spontaneously disintegrated, collapsing into dull white dust. But Zod wasn't finished. "Power the Generator and arm ZSPs; _Zone_ this entire staging-area!"

"_General, I am detecting Commander El's bio-signs in the immediate vicinity in addition to yours; I cannot endanger any Kryptonian sentient…_"

"We are in the process of evacuating, Sentrius; once that singularity hits, we'll be long gone!" Zod barked. "My order stands!"

"_Acknowledged._"

As the familiar vortex began to swirl above the ruins, Zod promptly flew off, while Superman looked on in horror. "_Everybody clear out!_" he shouted. "Get back in the Blackbird or get in the air, but _move!_ If we don't move it, we're getting a one-way trip to the Phantom Zone!" At once, Green Lantern and Hawkgirl followed him into the air, while the handful of X-Men rushed back onto the Blackbird, leading the rescued Marines onboard as well, before the Blackbird took off.

They moved not a moment too soon: mere seconds after the vortex formed, a tiny dot of magenta luminance shot out of it, into the ruins…where it expanded into an enormous dome of black-violet nothingness, swallowing up the entire citadel and several meters around it, sucking everything it could into its gravity-well. For several long seconds, the Blackbird, Superman, and Green Lantern – who'd been forced to extend his flight-aura around Hawkgirl – flew against the portal's gravity, seemingly suspended in mid-air, until the singularity began to shrink, collapsing in on itself, and leaving a perfectly hemi-spherical crater behind where the ruins had been.

As they broke free of the portal's gravity, Superman, Green Lantern, and Hawkgirl looked back at the destruction Zod had wrought. "Damn," Green Lantern muttered. "Suddenly I'm beginning to understand why Sentrius is so damn scary."

Superman nodded grimly. "Yeah."

Hawkgirl looked confused. "Why did Zod use the Phantom Zone?" she asked. "He could have used any ship or weapon in Sentrius' arsenal – hell, he had his pick – so why did he pick the Zone?"

"I don't know," Superman said, "but right now, we need to figure out where he's headed…"

Suddenly, Superman's communicator flickered to life, carrying Batman's voice. "_Kent._"

Superman quickly answered. "I'm here."

"_We have a situation in New York: Zod just arrived,_" was the Dark Knight's response. "_The Avengers are scrambling to intercept him, but right now, it's just Diana, Parker, Blaire, myself, and Diana's sisters._"

Superman's eyes scrunched shut. "I'll be there as soon as I can! Superman out!" Switching off his communicator, he turned towards his comrades.

Green Lantern waved him off. "We're fine! Get _moving!_"

Hawkgirl nodded. "Go _kick_ that psycho's ass, Clark!" Managing a weary smile, Superman turned, and raced off, heading for New York.

He only hoped he wasn't too late.

XXXXXXXX

_Alpha-Site, S.H.I.E.L.D. Emergency Fallback Point, classified location_

"General Fury, we've made contact with POTUS and the Senate; both have made it to the emergency bunkers!"

As he and Agent Pryor walked into the command-center, Nick could only stare grimly at the disarray of the bridge-staff, not that he could blame them; even in his most paranoid moments, not even _he_ had thought they'd ever need to use the Alpha-Site like this.

Not after the first engagement with the enemy.

Taking a deep breath, Nick looked to the main screen. "Put them through." Instantly, the screen showed video-feeds of the President and a handful of Senators…including Senator Kelly. "Mr. President, Senators, thank you for meeting with me; I'm glad to see you all made it to safety."

"_Nick, let's put the pleasantries aside, for the moment,_" the President said. "_How bad is the situation?_"

Nick closed his good eye. "Right now, sir, I'd call this the Worst-Case Scenario," he answered. "We have confirmation that General Zod has gone rogue, and is in sole control of the Sentrius Battlestation; with it, he has an absolute firepower- and tactical-advantage over us and any other nation on this planet. No matter where we try and counterattack from, he can hit us back. _Hard._"

The President's face was pale. "_My God…then North Korea..?_"

"…was hit by a Nova Javelin, sir," Madelyn finished. "They're the type of weapons Superman used against the Lemurian fleet, at the North Pole."

One Senator looked ready to faint. "_A…a SINGLE one of these things…did THAT?_"

Senator Kelly scowled. "_I warned you this would happen, Fury; sooner or later, these…creatures would turn around and bite us, and now one of them has access to the deadliest weapon in…_"

"_Robert, that isn't helping us, right now!_" the President admonished. "_General Fury, we have to have some options!_"

Nick nodded. "Since an all-out military assault would be suicidal, our best bet is to capture Zod," he replied. "We are recalling the Avengers as we speak; right now, Hulk is still in Africa, but the rest of the team is ready to go. The second we get a fix on him…"

"General Fury, we have a signal!"

One officer's report interrupted Nick as a second visual popped up on the screen, showing the New York skyline…as a black blur shot over it, rapidly touching down. "Send in the Avengers!" Nick ordered. "I want Rogers and his team on the ground, _A.S.A.P.!_"

As the bridge-crew raced away, relaying Nick's message, Senator Kelly scowled. "_General, what assurances do we have that the Avengers will have any luck dealing with Zod? They attempted to apprehend Superman, several months ago, and it was a disaster!_"

"Last time, Senator, they were trying to _arrest_ Superman," Nick corrected. "Plus, we weren't sure if Superman was guilty; _this_ time, we caught Zod's hands in the cookie-jar – Superman practically told us himself."

Madelyn nodded. "Zod took us all by surprise, sirs; Superman and the League are scrambling to assist us, so…"

"_Forgive us if we're less than reassured, Agent Pryor,_" Robert snapped, "_considering that it was Superman that let Zod out in the first place! How do we know that he's not working with Zod?_"

President Obama sighed. "_Robert, I don't think that's a conclusion we can draw, just yet; not from what we've seen,_" he said. "_General Fury, if the Avengers should fail to stop Zod, what contingencies do we have?_"

"None yet, sir; we're drawing up plans as we speak."

Another Senator – Senator Rusk – spoke up. "_We suggest you draw them up soon, General; we need to neutralize Zod and secure that weapon as soon as possible._"

Madelyn scowled. "Senator, is that _all_ you're concerned about?"

"_My colleague happens to be right, Pryor!_" Senator Kelly snapped. "_If we don't do something now, someone else – possibly a hostile country – is going to take a shot at Zod and try to grab control of that weapon!_" He turned to Fury. "_Those creatures must have __**some**__ weakness, Fury; we need to find it, and fast!_"

Nick frowned. "I think that's something of an understatement, Senator," he said. "We'll radio in when we know more."

The President nodded. "_Godspeed, General._" With that, the transmission ended.

Taking a deep breath, Nick turned to Madelyn. "Agent Pryor, you know more about our Kryptonian friends than anybody in this room; does Zod have any kind of weakness? Is there anything we can use to hurt him?"

Stricken, Madelyn shook her head. "I…I know of nothing on Earth that can do that, General."

Nick scowled. "Wonderful," he muttered. "In that case, we'd better hope the Avengers' luck against Kryptonians has improved."

He didn't finish his thought out loud: '_Because if it hasn't, we're in BIG trouble._'

XXXXXXXX

_New York City, a few minutes earlier_

Mary-Jane had been hiding in the basement of the Parker residence when she'd heard it.

After the fighting had stopped, she had held back for several hours – before she'd left, May had warned her that, in situations like this, it was best to "wait for the other shoe to drop"…and boy, had it _ever._

As the cold, commanding voice of the Kryptonian General – Zod – came in over the radio they'd been listening to, Mary-Jane felt pure, unabated terror rush through her; terror like she'd never felt before…and after finding out Peter was Spider-Man, she'd pretty much thought she'd seen the limits of how scared she could get.

But it wasn't just fear for herself that was racing through her head; before she even knew it, she was on her feet, bolting out the door and into the street – she had to find Peter.

Part of her knew this was crazy – that Peter and his teammates probably knew about what was happening and were already developing a plan to stop Zod – but right now, that part of her wasn't in control. She just needed to _see_ him, to make sure he was okay.

Several minutes later, she rounded a street-corner, and got the surprise of her life; standing in the street before her were Batman, Wonder Woman, Spider-Man, Power Girl, and an entire platoon of women, all clad in ancient-Greek-style armour…

…but the _biggest_ surprise, Mary-Jane knew, was seeing _J. Jonah Jameson,_ along with Peter's coworker Chloe, standing with all of them.

"Okay, I think we can all admit: North Korea was pretty much a madhouse," Spider-Man quipped, "but _NUKING_ them? Has Big Z _LOST_ it?"

Wonder Woman's arms were crossed. "From what Superman has told us, Zod never had it to lose; not since he was thrown into the Phantom Zone."

Batman nodded. "And now he has control of Sentrius."

One of the women – who looked like a younger mirror-image of Wonder Woman, Mary-Jane noted – spoke up. "Does this weapon – this "Battle Station" – not have _some_ weakness?"

Wonder Woman shook her head. "No, Donna; at least, none we can exploit."

A red-haired armoured female frowned as she spoke. "I sincerely doubt that, Diana."

"Believe what you like, Artemis," Wonder Woman retorted. "It does not matter; none of us have the means to attack Sentrius directly, and even if we did, it would be suicide!"

An older, golden-haired women – their leader – raised her hands. "Enough, both of you!" she snapped. Calming, she added, "Daughter, this Sentrius, it is sentient, is it not?" she asked. "Could we not reason with it? Tell it what Zod has done? What he intends to do?"

It was Power Girl who answered her. "It's possible, Queen Hippolyta, but at the moment, it's not likely; Zod's probably told Sentrius not to even acknowledge our hails. Unless we can talk to her one-on-one, without Zod, she's not going to listen to us."

Jonah grimaced, taking off his fedora and scratching his head. "Saints alive, and we thought those other aliens were bad news…"

Chloe could only nod. "So Zod expects the entire Earth to just…_kneel_ to him? Is he _kidding?_"

Before anybody could answer, a sudden crack of thunder shook the air, before an ebony streak shot out of the sky, landing in front of them, shaking the earth. From her vantage point, Mary-Jane barely suppressed a gasp of terror as she saw General Zod, standing at his full, titanic height, glaring at them, his glower fixed on Chloe. "I do not "kid," human."

Wonder Woman glared back at him. "Zod," she spat. "Would that I could say that your betrayal is a complete surprise, you _monster._"

"And yet you were still pre-empted; bad tactics, Amazon," Zod scoffed. "I presume you heard my transmission; were my instructions unclear?"

Hippolyta didn't back down. "You were serious, then?" she snapped. "You intend to subjugate this entire world, and all on it?"

Zod arched an eyebrow. "You object?" he asked. "Given you and your history with – what did you call it? "Man's World?" – I would have thought your people would approve."

"No Amazon of Themyscira will _ever_ submit to tyranny, Zod."

Zod sighed. "I see," he muttered. "I suppose we have a problem, then." With that, he tapped his crystal armband.

Seconds after he'd done so, a swirling vortex of energy opened above his head, as a blue-white beam shone from it, encircling the group and dropping ten small, jet-black crystals around them, before vanishing, the vortex closing an instant later. The very moment each crystal touched ground, it began to _grow_, its facets expanding outward, as each crystal morphed into a tall, spindly-lithe, jet-black crystal humanoid _thing_, with terrible clawed hands, spiked feet, and small, spherical heads, each lit by a single, blood-red, glowing eye.

Mary-Jane was frozen to the spot by the sight of the crystal monsters, unable to even _breathe._ Judging by her expression, Power Girl was just as freaked. "Oh, God…"

Batman arched an eyebrow. "Are these the Infantry Drones Green Lantern mentioned?"

Power Girl shook her head. "_Worse. Commando_ Drones," she murmured. "They have less firepower, but stronger shielding, and their A.I.s are _far_ more advanced, making them _deadly_ at hand-to-hand, and that's not even the _worst_ part."

Zod chuckled darkly. "So the Cadet _has_ been teaching you something of our heritage, girl," he sneered. "One last time: if you wish to live, then _kneel._"

Artemis' expression was murderous. "We will _never_ kneel to a _MAN!_" she exploded, and she punctuated that oath by pulling her spear back and letting it fly, sending it arcing towards Zod.

Artemis' aim was true; the spear-point hit home, directly above Zod's heart…where it shattered into pieces, leaving the General unharmed and annoyed. "As you wish, Amazon," he snapped. "Commandos: _pacify._"

At their commander's orders, all ten Commando Drones looked towards their targets as one, before each of them suddenly winked out of sight, one-by-one.

Donna gulped. "I'm guessing _that's_ the worst part."

Power Girl nodded. "The Commandos have on-board cloaking-field generators; that's why they don't carry heavy firepower."

Batman was instantly alert, drawing a Batarang. "Do they have any weaknesses?"

"Nothing I can think of," Power Girl answered, "except that the baseline directives of every Kryptonian A.I. prohibit them from harming a Kryptonian; I might be able to make them hesitate…" She was cut off as a faint _whoosh_ filled her senses, prompting her to raise a light-barrier to block an invisible claw, before it instantly withdrew. "…but since I'm only _part_ Kryptonian, that might not work."

Spider-Man was antsy, even more than usual. "Oh, man…guys, my spider-sense is going _wonky…_"

Wonder Woman readied her lasso. "Tell when and where that sensation spikes; that should tell us when they're going to attack!"

Spider-Man calmed, closing his eyes behind his mask. "Okay…okay…" He suddenly perked up, pointing towards Artemis. "_There! Artemis, watch..!_"

He never had a chance to finish, as invisible claws ripped away Artemis' shield, before a cloaked foot slammed her with a roundhouse kick, knocking her flat on her back. Drawing her sword, Artemis raised it in a block as she fell, just in time to block the claws of a Commando Drone as they raked down; as the claws scratched against her sword, Artemis could see brief distortions in the air right in front of her eyes. Summoning her strength, she pushed the Drone off of her and leapt to her feet, slashing the air in front of her…and hitting nothing. "Hades, _take_ these abominations! It's like fighting the wind itself!"

Batman's eyes darted around, trying to spot any distortion in the air. "Power Girl, can your vision track them?"

Power Girl's eyes flared electric-blue…and then flashed back, as she shook her head. "Nothing!" she exclaimed. "Their cloak-tech is too advanced for even X-Ray vision!"

Spider-Man's spider-sense buzzed, again. "Bats, 6 o'clock!" Turning on his heel, Batman let fly with an electrified Batarang, which connected against an invisible something and delivered its charge; as the electrostatic surge blazed across the Drone's shielding, a spindly, invisible silhouette suddenly became semi-visible. Batman instantly closed on it, eschewing his normal disabling tactics – since they were ineffective against a foe that couldn't feel pain – and went for all-out offense; leaping into a flying kick, Batman quickly rolled the motion as the Drone blocked it, feeling its shield automatically blunt some of his momentum, and came up with an uppercut. With military efficiency, the Drone blocked his attack, and twisted his arm in a submission lock, but Batman reversed it just as quickly, catching the Drone's arm and twisting into it, using his own weight to smash into its elbow-joint.

_Skrish!_

With the sound of ice cracking, the Drone's joint shattered internally, causing its cloaking-field on its arm to flicker, as it staggered back, reevaluating its foe. Batman readied himself. "Can these things self-repair?"

"Not like Infantry Drones can!" Power Girl reported, blocking another Drone's claws. "Their cloaking-tech uses up too much power to fully regenerate from catastrophic damage, although they can fix non-critical damage! Their generators are in their chests: shatter that, and the Drone is down!"

That was the last piece of the puzzle; drawing another Batarang, Batman took aim and let the weapon fly. Seeing the Batarang whirled towards it, the sparks of the cloaked Drone darted to the side, evading it…and allowing the Batarang to slice through one of the connecting ports on a nearby fire-hydrant, splitting it open and spraying a fine, aqueous mist over the entire street. As the mist settled over the road, it also settled over ten shimmery silhouettes encircling the entire group, one of which had a sparking arm. As the sparking silhouette glanced at its arms, perplexed by its newfound visibility, it suddenly noticed a single ceramic disc that shot towards it, adhering to its chest…right before it exploded, driving it back and tearing a huge chunk out of its shield-strength. The Drone quickly leapt to its feet as Batman darted through the smoke-cloud left by his explosive, closing on the Drone in seconds; reacting fast, the Drone raked at him with its claws, but with only one good arm, its attack was only half as effective – ducking under the strike easily, Batman drove it back with a shoulder-thrust, followed by an uppercut, connecting solidly with its chin. The Commando was knocked off its feet, but it spun the motion into a flip-kick, sending the Dark Knight stumbling as it landed on its feet, before forcing its arm back into alignment, the sparking quickly coming to a stop.

Regaining his balance, Batman saw the shimmer of the Drone's form close on him instantly with a kick, forcing him to block, but the crystalline killer matched his block and spun around behind him like a spider, kicking him in the back and sending him stumbling away. Rolling to recover, Batman waited for the Drone to come at him again; as the machine closed, he leapt high into a vaulting attack, somersaulting well over the Commando. The Drone quickly turned, but Batman was ready: his fists both shot out, slamming its head with a left jab…while his right delivered the final blow.

The Drone stumbled back, unhurt as it started to close, once more…until it noticed the beeping Batarang that Batman had jabbed between its chest-facets, right before the Dark Knight's finishing side-kick drove it _completely_ into its chest, while also activating the detonator. With the sound of shattering glass, the Drone's chest blew apart; instantly, the crystal killer became fully visible, before it toppled to the ground, collapsing into dark grey dust as it hit concrete.

Batman's voice was ragged, but his tone was unfazed. "Their shields can't sustain repeated blows – wear them out, and then go for the chest."

Batman's advice came not a moment too soon; spotting another Drone closing on him, Wonder Woman snagged it with her lasso, and yanked it off its feet, smashing it into a wall. As she closed on it, the Commando's feet lashed out in a kick; Diana blocked high, stopping its spiked foot with her armlet, but the malevolent machine had already anticipated her response, twisting the other way and lashing out with its other foot – Diana was barely able to pull away with only a gash torn across her shoulder. Shaking itself free of her lasso, the Drone started to close, but a golden beam from Power Girl's eyes slammed it back into the wall, its shields illuminated by the contact, before they started to shrink. With the Drone stunned, Wonder Woman saw her chance; flying forward, she lifted it above her head and threw it across the street. "_Donna!_" Understanding her sister's cry, Donna moved to intercept the airborne Drone, darting under it as she drew her sword and stabbed upwards, skewering the Commando's chest on her blade, causing it to disintegrate.

With their advantage of invisibility levelled, the remaining Commandos quickly disengaged their cloaks, their nightmarish forms becoming visible once again, before charging to the attack. Darting ahead of one, Power Girl blasted it with an eye-ray, before pelting it with hard-light blasts; as the Drone stumbled, two Amazons moved to close with it. Ducking under the sword-slice of one, the Drone shoulder-slammed against her shield, disrupting her balance, before somersaulting over her to rake her back with its claws; the Themysciran warrior cried out in pain, but as she fell, she slashed with her sword, hacking off one of the machine's legs. Its balance ruined, the Drone could do little more than hop around, while the second Amazon drove her spear through its chest, turning it to powder.

Spotting a second Drone darting at Power Girl, Spider-Man fired a web-line at it, snagging its shoulder and pulling himself towards it, slamming it with a haymaker. The Drone was sent flying, but did a mid-air flip, landing on its feet…before grasping the web-line and _pulling_ Spider-Man towards it, smashing him with a clothesline. '_Ugh…brilliant move, Parker; try a sneak-attack against a Krypton-built __**robo-ninja.**__ Pure genius!_' he thought, staggering to his feet…before rolling to the side to avoid the Commando's foot-stomp. Doing a handspring, Spider-Man fired a web-glob, splatting it across the Drone's eye, before slamming it with a flying kick that whirled into a flip-kick. The Commando was knocked down, but managed to get up, tearing off the webbing, before it turned to see Artemis charging it, her second spear up to throw; her eyes narrowed, the Themysciran Captain sighted the Drone and let her spear fly.

The Commando spotted the spear in mid-flight…before it spontaneously turned to powder just as the spear jabbed into the ground where it had been, prompting Spider-Man's spider-sense to go _wonky._

Walking towards her apparent kill, Artemis retrieved her spear. "That's one _more_ of these foul machines sent to Tartarus!"

Spider-Man shook his head. "I don't think so, lady…"

Artemis frowned. "Use your eyes, man-child! Like its fallen brethren, this thing turned to dust..!"

"Yeah! On _purpose!_" Spider-Man declared, pointing to said dust. "_Look!_" Following his pointing finger, Artemis' eyes went wide as she saw the grey dust-pile condense into six jet-black spheres…which suddenly started to roll, completely by their own power, towards the assembled Amazons. Rolling underfoot, the spheres caused almost every Amazon in their path to trip, stumbled, and fall to the ground, clearing a path for two more Drones to take…leading right to Hippolyta.

Artemis went pale. "_My Queen!_"

Wonder Woman saw it, as well. "_MOTHER!_" Without thinking, she flew straight at the charging Drones, while Batman drew a Batarang and let it fly.

Hearing the warnings of her Captain and her daughter, Hippolyta turned towards the charging Drones; the first Commando was in striking-distance when the Batarang connected with perfect aim, piercing its eye-dot and delivering its electrostatic payload, stunning it enough for Hippolyta to pierce its blackened electronic heart – assuming it had one – with her sword. Before its comrade disintegrated, the second Drone leapt off of its shoulders, somersaulting over Hippolyta and landing behind her, raising its claws; Hippolyta quickly turned to counter, but her daughter had already beaten her to it, her battle-cry fiercer than a harpy's screech as her fist smashed through the machine's barrier, turning it to dust with her haymaker. For a second, Hippolyta was calm…until she noticed the shadow forming behind her.

With its two brethren having distracted their target and engaged the defenders, the six black spheres merged back together, reforming into a Commando Drone once more, directly behind the commander of the battle-group, raising its claws for an attack. Hippolyta tried to turn, but she was already too late…

_CLANG!_

That metallic collision came seconds after Chloe tackled into the Commando Drone with all she was worth, knocking it off-balance long enough for Jonah to grab a shield from a downed Amazon and smash it into the crystalline machine's head as hard as he could. Unfortunately, since most of Jonah's energy had gone into just _lifting_ the blasted thing, his attack didn't do much; shrugging off the impact, the Drone knee-kicked Chloe right in the chin, crushing her lips to her teeth and causing her to stumble away, before pulling the shield away from Jonah and grabbing him by the throat, lifting him off the ground. For a second, Jonah thrashed in the Drone's grip, until he looked into that soulless, empty red eye, and froze, as the Commando raised its clawed hand for the kill…

The kill came, but not in the way the Drone had intended; before the Drone could strike, a Bronze Age sword pierced through its back and out its chest, turning the killing-machine to powder, as Hippolyta withdrew her sword. Coughing, Jonah clutched at his throat. "Thanks."

Hippolyta nodded. "I could say the same."

Until then, Zod had kept back from the melee; seeing that his forces had disrupted the opposing battalion long enough, he tapped his crystal armband. "Commandos: support me as needed." Instantly, the remaining five Commando Drones ceased their attack, and darted back to their master, zipping behind him as Zod deeply inhaled, and unleashed a burst of gale-breath. Power Girl was just barely able to raise a barrier to blunt Zod's gale; she managed to – mostly – protect herself, Wonder Woman, Batman, Spider-Man, Hippolyta, Jonah, Chloe, and half of Hippolyta's forces, but the other half were blown clear across the street, like leaves in the wind.

Seeing Zod casually walk towards them, the five Commandos following him, an irate Artemis drew her sword and charged him, but the General's eyes flared red, as a nova-hot beam shot from them into her blade, turning it red with heat; forced to drop her weapon, Artemis was knocked off her feet as General Zod darted at her, his shoulder colliding with her shield and sending her flying across the street, landing hard, her shield turned from convex to concave. Furious, Wonder Woman flew straight at him, her armlets glowing as they deflected his follow-up barrage of eye-rays; before she could close, however, Zod shot straight up into the air, allowing the Commando standing behind him to stun her with a leaping kick.

Seeing Zod land, walking towards her dazed sister, Donna ran at Zod, sword drawn, while Spider-Man fired a web-glob, splatting it across Zod's eyes; with Zod momentarily blinded, Donna unleashed a leaping slice, directly at Zod's head…but the blade did no harm to the mad General. Donna followed with a backspin strike, which likewise, did nothing. Aiming for his eyes, Donna readied a stab and let it loose…

His hand shooting up, Zod caught the blade's tip with his thumb and index finger, as two pinpricks of red burned away the web-glob, revealing those cold, calculating dark eyes. "Zod is _not_ amused."

Clenching his fist around the blade, General Zod pulled Donna _in_, knocking her off her feet…making his headbutt all the more effective; as Zod's forehead collided with Donna's, the younger Amazon princess was knocked clear off her feet, flying backwards past her sister, to smash into a wall with enough force to crater it. With Donna dealt with, Zod turned his gaze towards the recovering Wonder Woman, his eyes beginning to glow…

"_Blaire, NOW!_"

At Batman's order, Power Girl let loose her own burst of gale-breath, aiming not at Zod, but the Drones behind him, blowing them far enough away for Batman to make his move; darting straight at Zod, the Dark Knight grabbed one of his wrists in one hand, and flipped around behind him, planting one foot on his back, and the other at the base of his neck, bending him over as he grabbed the other wrist, and pulled them both back behind him. "Simply physics, Zod," Batman snarled. "No matter _how_ strong you are, you can't overcome your own center of gravity." He looked up. "Power Girl: get that Command Module off of him."

As Power Girl started towards him, Zod just laughed. "Not _bad!_" he chortled. "There might be hope for you primitives yet!" And with that, before Power Girl could reach him, Zod pushed off with his feet, leaping backwards, to slam Batman against a nearby brick wall. Stunned, the Dark Knight's grip went slack, allowing Zod to break free and toss him straight into the air; as he went hurtling skyward, Batman recovered, doing a mid-air flip and drawing his grapnel-launcher in one move. Taking aim, he fired, snagging Zod's cape and pulling himself back into the fray; seeing his approach, Zod readied a counter, but Batman rolled himself into a ball, zipping _under_ Zod, through the gap between his legs, to come up behind him, where he yanked on the grapnel-line, pulling Zod's cape with it and flipping Zod onto his back. At once, Batman and Power Girl closed on him, to try and disarm Zod, but the General's feet whirled out, forcing Power Girl to raise a barrier and blunt the blow as Zod righted himself, breaking free of Batman's line.

Having since recovered, Wonder Woman caught on to Batman and Power Girl's strategy; drawing her lasso, she let it fly, while Spider-Man fired another web-line. This time, however, Zod was ready, smirking as he caught both in his hands. "_My_ turn." With that one sneer, he yanked Diana off her feet, swinging her into Power Girl and stunning them both, before pulling Spider-Man towards him, slamming him into his knee.

From her vantage point, Mary-Jane didn't know how she stopped herself from screaming as she heard the breath literally burst out of Peter; every single fear she'd had, that one time Peter had been framed by Osborn came rushing back, only now it was worse. Even at his angriest, Superman probably wouldn't have _really_ hurt Peter.

Zod, on the other hand…

As if hearing her thoughts, Zod followed up his assault, burying an uppercut in Spider-Man's stomach, doubling him over; he hadn't even started buckling when Zod zoomed to his side, kicking his legs out from under him, before darting to his other side, knee-kicking him straight upwards, and then finishing by leaping behind him, smashing his foot into Peter's back in a side-kick…all in less than a span of a second.

_WHAM!_

That echoing impact shook Mary-Jane's ears as Spider-Man – her Peter – went flying past her, bouncing into the concrete once – with enough force to leave a mini-crater – and then a second time, before skidding to a stop, ripping off part of his mask, leaving the lower-left half of his face, bruised and bloodied, exposed, showing him coughing, as he desperately wheezed for breath – making a sound that Mary-Jane knew _couldn't_ be right – before trying to struggle to his feet.

And then Mary-Jane heard the footsteps.

Every single _drop_ of blood in her veins went _icy_ as Mary-Jane saw Zod – that cruel, heartless _monster_ – casually walk towards Peter, as though he had all the time in the world, ignoring his pain completely…to _finish him off._

Coming to a stop in front of his opponent, General Zod regarded Spider-Man as if he were some peculiar species of insect, watching him trying to get back on his feet. "And to think, my godchild regarded you as one of the more intelligent of your species," he remarked, like he was commenting on the weather. "What a waste; under my leadership, you might have made a great contribution to New Krypton."

His expression hardened. "And yet you chose to throw that away; classic human stupidity," he growled, his fist clenching. "As you wish…"

"_NOOOOOOOOOOO!_"

Mary-Jane was already running from her hiding-spot as that scream burst from her throat before she even knew she'd moved; his dark eyes wide with surprise, Zod just stared as a tearful Mary-Jane threw herself between him and Spider-Man, her arms spread wide, turning herself into a living barrier as much as she could. "_L-Leave him alone!_" she whimpered.

Spider-Man coughed. "M-Mary…Jane?" he wheezed. "MJ, get _OUT_ of here! You don't know what this psycho is capable of..!"

Zod could only arch a dark eyebrow at the scene in front of him, in bemused bewilderment, before his face hardened. "Your paramour," he snapped, lowering his fist. "I see."

Mary-Jane cringed under that dark glower, but she didn't move.

Zod's eyes narrowed. "Zod is not without mercy, female; if you wish to save your paramour's life, then make this _clear_ to him," he ordered. "In my tenure as Krypton's military commander, I have faced countless foes, each and every one of them _far_ stronger, wiser, and better-equipped than both him _and_ your species. I am here. They are not."

That elemental glare somehow grew darker. "Against Zod, both your lover and your species – if both continue to engage in idiotic resistance – stands absolutely _no_ chance of victory," he snapped. "You have one hope, and _only_ one: if you wish to save yourselves…"

His tone turned commanding as he finished. "…you will _kneel before Zod._"

Mary-Jane _hated_ herself for even _thinking_ it…but Zod was right.

They – and all of Earth – were up against a guy who'd just gone toe-to-toe with several of the Justice League without even breaking a sweat, who had all the powers of _Superman_, and had access to a super-weapon capable of flattening _planets._

Suppressing tears, Mary-Jane turned to Peter. "T-Tiger…"

"_Not_ happening, MJ."

Spider-Man's voice was firm as he struggled to his feet. "I don't care…_what_ this nut-bag does; I am _not_ kneeling to him, and neither are you." He glared at Zod. "And guess what, Zod? _Neither is Earth!_"

If there had ever been any doubts in her mind about her boyfriend, those words dispelled them forever, Mary-Jane knew; she'd _never_ been more proud of him than she was now.

Zod's terrible glower never wavered. "Very well." With that, his eyes began to glow…

Suddenly, a red-blue streak dropped right out of the sky, slamming into Zod, before rolling clear; at first, Mary-Jane thought it was Superman, but she quickly realized that it was the next best thing.

Popping up on his feet from his diving attack, Captain America readied his shield as he saw an irate Zod get back on his feet, while the Quinjet touched down behind the mad General, allowing Black Widow, Wasp and Giant Man to disembark, while Thor and Iron Man hovered in the air above Zod.

General Zod simply glared at Cap. "So Fury thinks he can stop me with his collection of superpowered stooges, does he?" he muttered. "Forgive me if I am _unimpressed._"

"The feeling's mutual, Zod," Cap shot back.

"Thou art a disgrace to thine kind, foul wretch!" Thor boomed. "Surrender, or be smote where thou stands!"

Zod laughed. "It is ironic you should say that, Asgardian," he sneered, "for I was about to say the same thing to _you!_"

And with that, he darted away at superspeed, evading Iron Man's repulsor-blast, before taking to the air. Seeing him take flight, Giant Man quickly grew to colossal size, swatting at Zod like a fly, but the General easily evaded his palm, catching his wrist on the backhand-strike and _flipping_ him onto his back, shaking the city as he connected with the concrete. Getting a target-lock, Iron Man let loose a barrage of micro-missiles, but Zod flitted away, firing his eye-rays and disintegrating every single one. With the missiles disabled, Zod turned his nova-red gaze towards Iron Man, readying a shot…

…but his aim was quickly thrown off, as a red-blue shield connected solidly against his head, before ricocheting back to Cap's hand, while Black Widow fired a smoke-grenade up at the General, which erupted in a cloud of haze, disorienting him just long enough for their other teammate to take him down.

His eyes glowing storm-blue, Thor raised his hammer over his head. "Feel the wrath of Asgard, villainous _wretch!_" he roared, and he brought it down.

_**CRACKA-THOOOM!**_

The sky instantly went dark, as a deadly bolt of actinic blue-white lightning – easily as big as the _Empire State Building_ – shot out of the largest storm-cloud and slammed into Zod, smashing him into the pavement with enough force to leave a five-meter-wide crater, as deep as a small house. As Thor and Iron Man touched down, and Giant Man got to his feet, they walked to the edge of the crater with Cap and Widow, peering down into it…

…where they found nothing but a man-sized hole in its center.

Before they could react, a terrible rumbling shook the ground; seconds later, the concrete behind them burst open, as a sooty, dusty, enraged, and otherwise intact General Zod rose out of the ground, hovering before them, tapping his armband. "Commandos: _deal_ with these primitives!"

At that order, the five Commando Drones, having since recovered, quickly flitted towards their commander, winking out of sight as they reactivated their cloaking-fields. Seconds later, Black Widow doubled over as an invisible crystal fist buried itself in her stomach, before another punch took her square on the chin, knocking her flat on her back. Spotting the faintest motion in the air, Cap's reflexes kicked in, as he raised his shield, blocking the downward slash of another Drone's claws, while a miniaturized Wasp buzzed towards Cap's attacker, peppering it with sting-blasts that spanged against its shields, doing no damage…but illuminating it enough for Giant Man to spot it, and step on it, crunching it into powder like a big bug.

Feeling another Drone slash against his shield, Cap pushed it away, before throwing his shield into a series of recoils, covering half of the street in front of him…and hitting nothing. "Stark, can't you track these things?"

Firing a wide-field repulsor blast into the empty street, Tony looked over his suit-visor's HUD. "_Negative, Cap; these things are ghosts! I'm not getting a thing on radar, thermal, or even X-ray tracking; it's like they're not even – URK!_"

He was cut off as Zod darted towards him, slamming him with an uppercut and sending him flying. As Iron Man quickly righted himself, Thor flew to aid him, while Zod simply laughed. "You think your pitiful toys can outmatch our weaponry, Anthony Stark?" he mocked. "The very idea is _laughable!_"

Iron Man coughed. "_I don't have to outmatch your gizmos, Zod,_" he said. "_I just have to outmatch __**you.**_"

Thor's eyes narrowed. "A far easier task, indeed!" he affirmed, pulling Mjolnir back and letting fly with another thunder-blast; this time, however, Zod was ready, and instantly darted out of the path of Thor's lightning…only to fly right into Iron Man's cross-hairs. As his chestplate began to glow, Iron Man locked onto his target, and fired his Unibeam; instantly, a gigantic repulsor-surge flared from the central light in his chest, blazing across the sky and slamming into Zod, knocking him from the air. Seeing Zod fall, Cap and Wasp both raced towards him, while Black Widow, having gotten back on her feet, fitted several grenades to her firearm and opened fire on Zod; the miniature explosives hit home, pummeling the General, but they only served to shake him awake. Recovering instantly, he did a mid-air flip, landing on his feet, in time to knock away Captain America's shield as it came at him. Catching the shield as it arced back to him, Cap launched himself into a flying kick…which Zod caught easily, before twisting his foot, slamming him into the ground, and then booting him across the street.

Zod was about to walk away, when he felt a faint tingling pelt across his face – Wasp's sting-blasts. Annoyed, Zod lightly inhaled, and then exhaled just as Wasp closed on him; caught in a hurricane-force wind, Janet screamed as she was blown across the street, past her giant-sized husband. Enraged, Giant Man closed on Zod, but the General very quickly pre-empted him; darting skyward at lightning speed, Zod slammed Hank Pym in the face with a punch, sending him staggering back, before darting behind him to smash a kick into his back, finishing with a mid-air leap, to drive his knees between Giant Man's shoulder-blades as he fell. As Giant Man tumbled, Zod darted beneath him, catching his colossal frame easily, and then throwing him at Thor; grimacing, the son of Odin was forced to holster Mjolnir as he caught his friend with considerable effort, carefully easing them both down onto the street.

The very moment Thor's feet touched down, an ebony blur raced past him, its fist smashing into the Thunderer's face at breakneck speeds, sending Thor tumbling backwards. Recovering, Thor quickly blocked as Zod came at him again, catching the General's fist and flipping him around, slamming him into the concrete. "It shall take more than that to fell the Odinson, fiend!" Thor shouted. "Thou dost face the greatest warrior of Asgard..!"

Zod never let him finish, swinging his leg up and kicking Thor in the chest, knocking the breath out of him. Standing up, General Zod glowered at him. "And _you_ face the greatest warrior of _Krypton_," he snarled. "Let us see which is better." Racing forward, Zod punctuated that sentence with a haymaker, sending Thor flying, before he darted ahead of the Thunderer, unleashing a finger-stab to his side, piercing a nerve-cluster, and then zipping behind him, kicking him high, and then finishing by flying up above him, to slam him back down with an axe-handle strike, cratering the pavement.

As Thor struggled to his feet, Zod touched down in front of him, his eyes starting to glow. "You should have _stayed_ in Asgard, Odinson," he snapped, unleashing a massive, building-sized eye-ray, literally _boiling_ away the concrete it touched as it slammed into Thor; shutting his eyes, Thor raised his arms in front of him as the nova-hot energy seared across his body, blazing past him to melt the Quinjet into a puddle, tearing gouges out of the buildings that touched it…before finally dying away.

As the deadly red light faded, Thor, his face marred with soot, and his armour charred black, dropped to his knees, and then fell forward, out cold. With one threat dealt with, Zod turned his gaze upward, towards Iron Man, tapping his armband and summoning a holo-interface; touching the interface, Zod generated a small, targeting reticule, and then gestured towards Iron Man – instantly, the reticule flew from his fingertip towards its target, illuminating Iron Man with blue light. "Sentrius: arm Polaron Disruptor. Fire when ready."

Iron Man never had time to so much as utter "huh?" as the swirling vortex appeared behind him; milliseconds later, the tripartite cluster of electrostatic force burst out of the portal and slammed into him, erupting into a starburst of blue-white electricity that fried every single system in his armour, punctuated by a scream of agony that quickly went silent, as he fell to the ground with a terrible _thud._ Satisfied, Zod started to walk away…

…when a red-blue shield slammed him in the back of the head.

Sent stumbling, Zod recovered fast, turning with a glare to face a bruised but recovered Captain America, who'd just reclaimed his shield. "We're not through yet!"

Zod's teeth ground. "Yes. We _are._" Darting forward at superspeed, he punched the Captain in the face, sending him rocketing across the street, imploding a car as he crashed into it. With a snort, Zod started to walk off…

…but Cap got right back up. "Is that _it?_" Cap shouted. "My _grandmother_ hit harder than that!" _Furious_, Zod darted at him again, but this time, Cap blocked his punch with his shield, and then swung the vibranium/adamantium disc upwards, clipping Zod on the chin and sending him stumbling back, prompting Cap to press his advantage…

As Mary-Jane kept him from falling over, a shaky Spider-Man called out his warning. "C-Cap, look out! You've got two of those things on your six!"

Turning fast, Cap blocked the shimmering claws of one Commando Drone with his shield…which opened a target for the other's push-kick, knocking him down. With their target vulnerable, the Drones started to close, but a golden beam of light seared into one, illuminating its shields, while an electrified Batarang sliced into the other, delivering enough of a charge to keep it visible; as she, Batman, and Power Girl raced towards Zod, Wonder Woman let her lasso fly, snagging one Drone and swinging it into the other, smashing them both to dust. Cap tried to get to his feet, but Zod quickly grabbed him and threw him into Batman and Wonder Woman, knocking them both down, before darting forward and grabbing Power Girl by the throat.

Frantically, Power Girl struggled to get free, trying to break Zod's grip, but the General was just too strong. "I think it only fair that I tell you, girl," Zod growled. "Your relationship with my godson?" His eyes narrowed. "I do not approve."

His grip started to tighten. "_At ALL._" Gasping for air, Power Girl's struggles began to weaken, her vision going spotty…

Suddenly, another sonic boom shook the air, nanoseconds before another red-blue blur slammed into Zod at deafening speeds, breaking Zod's grip and sending a freed Power Girl staggering away as the General was smashed into the concrete, dragging a huge gouge in the road before Superman came to a stop. Zod tried to get to his feet, but Superman didn't let up for a minute, smashing his chin with an uppercut and knocking him airborne, before blurring into the air after him, slamming him this way and that like a ping-pong ball…until Zod recovered his balance, blocking and catching Superman's last punch, reversing it as he rocketed towards the concrete, to smash him into the ground; at the very last minute, Superman slipped free, reversing Zod's hold so that it was the General facing the concrete, not him.

_**BOOOOOOOM!**_

Superman and Zod hit the ground with the force of several hundred pounds of TNT, blasting another enormous crater into the ground; seconds after hitting, they both darted out of the impact-crater, both breathing harder than usual, but otherwise unhurt. "Well, that was entertaining, Cadet; I must thank you for the exercise," Zod remarked. "However, I'm afraid I must be going."

Superman's eyes blazed. "You think we're just going to let you walk away?"

Zod laughed. "I think you are going to have far more pressing concerns," he answered, tapping his Command Module. "Sentrius: recall Commando Drones and fire ZSP on my present location: one minute delay!"

Superman's eyes instantly went wide, as he turned to his recovering comrades. "_Everybody clear out!_ Zod's going to Zone this entire block! We need to move, _now!_" At once, the Avengers sprang into action; Cap and Black Widow quickly helped a dazed Thor to his feet, who then picked up the now-normal-sized Wasp and Giant Man, while Cap hefted the downed Iron Man over his shoulder and double-timed after the others. Getting back up, Batman tossed Spider-Man over his shoulder, while Mary-Jane could only take hold of Wonder Woman's arm as the Amazon princess flew clear of the blast-zone, followed by Superman and Power Girl. Looking back over his shoulder, Superman grimaced; they were out of the singularity's radius, but they still weren't far enough away to clear its gravity-well. "Everyone down! Grab onto something and _hang on!_"

As his opponents secured themselves as best they could, Zod watched as the vortex formed above his head, while the last two Commando Drones shrank back to crystalline form. Once the teleporter wave shone through the vortex, retrieving the Drones, Zod darted into the sky, flying off…just as the familiar magenta dot drifted out of the wormhole, touching down on the ground…

The very second the dot hit the street, it erupted into a huge black-violet dome, darkening the sky as it pulled _everything_ in its reach towards it, swallowing cars, fire-hydrants, lamp-posts, phone-lines, and even _buildings_ whole. Standing at the very edges of its reach, Mary-Jane could only scream as she and Peter hung on for dear life against the dome's terrible pull…

…and then, several horrible seconds later, the dome collapsed, leaving a perfectly smooth crater in its wake. As they all recovered, Spider-Man coughed. "Well, that was fun."

Superman nodded gravely. "Yeah, the Phantom Zone's _always_ a barrel of laughs."

Suddenly, a terrible wheezing came from Iron Man, prompting Cap to set him down, pulling his visor back to reveal the face of a pained Tony Stark. "I'm…in trouble, Cap…that blast…fried my armour…"

"I am sure you'll have no trouble replacing it," Wonder Woman admonished.

Tony coughed. "You've gotta…get it off me…"

Wonder Woman frowned. "_Hera_, Stark, how can you make jokes like that _now?_"

"Not…joking, Princess," Tony wheezed. "Blast…fried Arc…heart…"

It was then that Cap caught on. "Oh, Jesus…Tony, did that blast take out your Arc Reactor?"

Tony nodded. "Cardiac…arrest here, Steve…"

Power Girl blinked. "Somebody want to fill us in?"

"Several years back, Tony was kidnapped by terrorists, and in the process, took a magnetized shrapnel-blast that left metal barbs near his heart!" Black Widow explained. "To escape, he built an electromagnet to keep them out, and powered it using a device called an Arc Reactor; when that blast hit him, it fried the Reactor…"

"…and now the barbs are moving, again," Batman finished. "He needs medical attention."

Superman nodded. "I'll take him to the Fortress…"

"No. You need to go after Zod; I've already signalled the Javelin-One to pick us up. We can look after Stark and Spider-Man."

Spider-Man was still half in shock. "Huh…now that you mention it, I do feel kinda woozy, Bats…"

Thor frowned gravely. "I fear none of us who faced Zod have walked away unscathed," he remarked, before glancing at his reflection in a nearby window, and saw that his beard had been completely burned away, along with most of his eyebrows. "Myself included, 'twould seem."

Mary-Jane was still focused on Peter. "Where are you taking him?"

"Somewhere safe, child," Wonder Woman soothed. "We will look after him…"

"Not without me, you won't."

Batman's response was automatic. "No."

Wonder Woman sighed at the blunt response. "Though our comrade often finds the _rudest_ way to say it, I fear he is right, child; you need not…"

Mary-Jane's eyes were hard, her fists clenched as her voice trembled. "_I. Am. NOT. Leaving him._"

Seeing that elemental glare start to carve itself across Batman's face, Superman stopped the argument before it started. "It's not like the Fortress is a secret anymore, Batman; there's not much left to hide."

Batman's face faded back to its normal perma-glower. "Your funeral." His expression hardened. "Don't you have a General to chase?"

Seeing the approaching Javelin-One, Superman nodded firmly. "As a matter of fact, I do."

Power Girl looked stricken. "Be careful," she murmured. "Call us for help if he gets out of hand…which you _know_ he will!"

"I will," Superman promised, "but right now, my godfather and I need to have a little _chat._" With that, he darted into the air, flying after Zod, while the Javelin touched down, allowing the rest of them to board.

XXXXXXXX

_Toronto, Ontario, Canada_

Moments after leaving New York, Superman's hearing got a fix on Zod's voice; turning north, he accelerated hard, flying over the border and into Canada, stopping over Toronto…where Zod was waiting for him, hovering casually over the city, his arms folded, a smirk on his face. "Your reaction time is somewhat slow, Cadet; I expected you five seconds ago."

Superman glared at him. "Forgive me for making sure my teammates were okay…including my girlfriend, who you were trying to _kill._"

Zod shrugged. "Parental prerogative, Cadet; you were mating beneath you. You would have thanked me, later."

Superman's fists clenched. "You have no more right to decide _my_ life than you do to decide _Earth's_, Zod!"

General Zod sighed. "I can see this is a discussion best saved for later," he said. "Right now, Cadet, I fear you have committed a far more serious tactical blunder; I really expected better of you, allowing your weakness to become so obvious like that."

Superman arched an eyebrow. "We have the _same_ abilities, Zod: the same powers, and the same drawbacks."

Zod laughed. "Oh, I beg to differ!" he replied. "If you would kindly divert your attention downward..?"

Looking down, Superman felt a chill grip his spine, as he saw _people_ dotting the streets; Toronto had already begun to repopulate from the evacuation. "Why don't we take this elsewhere..?"

Zod sneered. "The _same_ weaknesses, have we?" he mocked. "Keep looking." Confused, Superman scanned the city…until he saw glints of crystal in the shadows.

His chill turned into soul-freezing _horror_ as he recognized the six large, bulky crystalline automatons, each with two massive Plasma-Cannons on their shoulders, hidden in shadowed alleys throughout the city: Artillery Drones. He would have recognized them anywhere, since they'd been the template for Kurox's repairs; they were the polar opposite of Commando Drones: slow, cumbersome…and with _devastating_ firepower.

Zod chuckled. "The instruments of your defeat here, boy."

Superman calmed himself. "That won't work, Zod," he snapped. "Those Drones are programmed with the Three Directives – no matter _what_ orders you give them, they'll _never_ fire on a Kryptonian."

"You're absolutely right, Cadet; like Sentrius herself, these Artillery Drones would never comply with any order to harm you that I could give," Zod agreed, as his smile turned cruel. "That's why I have no intention of _giving_ such an order." He tapped his Command Module. "Artillery: power Cannons, and pick your targets."

At once, to Superman's horror, the Artillery Drones lumbered out of their hiding-spots, their Plasma-Cannons extending and arming themselves…aiming at the numerous skyscrapers dotting the landscape. "No…_NO!_" Superman cried, switching on his communicator and hailing the Drones. "Artillery Drones: you are engaged in an unlawful military exercise! Stand down _immediately!_"

Zod laughed. "I declared this entire _planet_ hostile, Cadet; my orders are _perfectly_ lawful, as far as Sentrius and her weaponry are concerned!" he jeered. "As I said, they would never fire on _you_…but of course, should you happen to _deliberately_ fly into the path of their shots, that simply cannot be helped."

Superman's fists were shaking. "You _coward..!_"

"It's time for your next lesson, Cadet: determining an acceptable margin of losses," Zod lectured. "How many casualties are you willing to accept before you understand what is necessary for this planet, hm?" He grinned. "Let's find out, shall we?" He tapped his Module. "Drones: fire first salvo!"

The instant those words left Zod's lips, the Drones' Cannons flared to life, opening fire with massive plumes of plasma-energy; pushing himself like never before, Superman raced ahead of the nearest plasma-blast and blocked its path with himself. The second the caustic-hot blast impacted him, Superman winced with agony as more strips were torn out of his uniform, before the sheer impact of the blast knocked him _through_ the target skyscraper with enough force to buckle its top floors inward, sending him flying back out through it, hurtling to the ground with a terrible crash.

As civilians ran screaming in terror, Superman struggled to his feet in time to see one Drone – the one that had hit him – lumber towards him. "_Station-Commander El, you are interfering with a sanctioned military campaign; please refrain from intercepting any additional shots._"

Superman coughed. "Right. Got it," he muttered, taking to the air, and grimacing at the destruction the Drones had caused; the five plasma-blasts he hadn't been able to stop had wreaked untold damage – two skyscrapers had been decimated, two residential zones turned into cinders, and one suspension-bridge hanging on by mere threads. Feeling his fury build, he was about to attack Zod, but the creaking of metal mixed with helpless screams drew his attention towards a section of skyscraper that had broken free, falling towards the sidewalk below..!

Accelerating towards the falling rubble, Superman darted under it and grabbed it, pushing with all his strength, slowing its descent, and then stopping it. Touching down on the ground, Superman set the rubble-chunk aside…at which point an ebony blur slammed into him, grinding him along the pavement, gouging a huge chunk out of the concrete with his face. Coming to a stop, Zod laughed, keeping his boot on Superman's face. "_Predictable_, Cadet!" he chortled. "Have you not learned _anything?_"

Superman's teeth ground. "How about _this?_" With that, he surged _75_ percent of his energy through his arms and torso, twisting free of Zod's foot and grabbing it, swinging him like a mallet and he smashed the mad General into the road, cratering it, before tossing him away. Zod sailed through the air, but Superman darted after him, intercepting him in seconds to slam him with an axe-kick, sending Zod plummeting back down, forming yet another crater. Recovering, Zod was barely able to evade Superman's falling knee-strike, but as Zod tried to move clear, Superman's follow-up punch caught him on the chin, sending him stumbling away.

Zod was shaken, but still got up. "A decent effort," he said, "but you still have yet to grasp the basic lesson!" With that, he fired an eye-ray, shooting it well past Superman; the deadly beam streaked across the city…to sear through one of the few remaining support-cables on the suspension-bridge, tipping it over dangerously, and causing a tour-bus to skid towards the edge..!

Horrified, Superman streaked away, shaking the air in his wake, to catch the bus just as it started to fall, easing it down onto the street on the other side, before darting back and welding enough cables to stabilize the bridge, allowing the innocent drivers to get clear of it. The very second he'd completed his task, Zod barrelled into him again, knocking him across the skyline, chasing him as he tumbled through the air. "You have your father's mind!" Zod bellowed, driving an uppercut into his stomach, doubling him over. "You have your people's strength!" he thundered, before knee-kicking him straight up, flying ahead of Superman nanoseconds later. "_But you simply will not LEARN!_"

And he punctuated that sentence with an axe-handle strike, sending Superman plummeting down into an old warehouse, imploding it and sending it crashing down around him. For a moment, there was silence…until a red-blue blur burst out of the rubble, slamming into Zod and sending him tumbling away. "What can I say?" Superman snarled. "You're just a _lousy_ teacher!"

Zod was seething. "No, boy; I just haven't made the lesson _obvious_ enough!" he roared, tapping his Module. "Drones: pick your targets, and fire _second_ salvo!"

As six more deadly plasma-plumes arced into the air, Superman looked around, spotting a nearby construction site…and surged _85_ percent of his energy through his legs; the entire world seemed to slow to a crawl as Superman blazed towards a pile of nearby girders, gathering up six in his arms, and then streaking towards the salvo of plasma-bursts, still moving at an impressive clip. Taking careful aim, he tossed one like a javelin, spearing it into the first shot and detonating it. His arms moving like a machine-gun, Superman let the rest of them fly, detonating the next four blasts before they could hit, but as the last girder flew towards its target, Zod – matching his speed – knocked it away, streaking towards him, but Superman met his charge and sent him spinning away, racing towards the last plasma-plume before it reached its target – a _playground_ – and throwing himself ahead of it.

The burst of plasma-energy erupted in a rainbow-coloured blast just meters above the playground, sending Superman crashing into the lawn, skidding to a stop next to a swing-set. As the bewildered but curious preschoolers walked up to him, Superman got to his feet…and grimaced as Zod touched down a few feet away, his feet shaking the earth. "_RUN!_" Superman shouted, before darting straight at Zod, to keep him busy; his warning sent the kids running screaming back to their terrified parents, while Superman ducked under Zod's punch, and countered with an uppercut, which Zod quickly reversed, twisting his arm behind him. Superman winced, but fought the pain, smashing his head back into the General's face, breaking his hold.

Zod stumbled, but recovered fast, regarding Superman with an incredulous stare. "_Why_, boy?" he demanded. "Do you think you're doing these primitives any favours by resisting me? You've seen their behaviour; if we do not impose order, they're going to _destroy_ themselves!"

"You don't know that, Zod!" Superman shot back. "I've lived among them my entire life; I _know_ what they're capable of, and it _amazes_ me! My father believed the exact same thing I believe: all they need is an example to _show_ them what to do!" His eyes narrowed. "Not some dictator _telling_ them what to do!"

Zod's face twisted with fury. "Merciful _Rao,_ you're as naïve as your father!" he roared. "_And as thick-headed as your GRANDFATHER!_" With that, he tapped his Module again. "Drones: prepare to fire _third_ salvo!"

This time, however, Sentrius' voice stopped him. "_Belay that order._"

Zod was furious. "You _dare_ defy me, Sentrius?"

"_General Zod, your continued deployment of Artillery Drones is showing an unnerving disregard for Commander El's safety,_" Sentrius countered flatly. "_Regardless of his incapacity, Kal-El is a fellow officer in need of psychiatric evaluation and, if warranted, counselling; as per Section 61075-43, Subsection 78 of the Defence Force Code, I am exercising Attack-Abort Authority until Station-Commander El withdraws from the engagement-zone._"

Scowling, Zod quickly recomposed himself. "Yes, Sentrius, of course," he said. "You are absolutely right; recall the Artillery Drones immediately. I will escort Commander El back to base personally."

"_Understood, General; Sentrius out._"

Seeing Zod's face, Superman grinned. "A little dissention in the ranks, General?"

"A minor setback, boy," Zod said with a shrug. "I merely forgot that Sentrius was a bit _smarter_ than the average Drone." He cracked his knuckles. "I suppose it's just as well; I have always been the more "hands-on" type of commander!"

At that last syllable, General Zod darted forward and slammed Superman with a haymaker, knocking him clear across the city and out over the surrounding elevated freeway, which was thankfully empty. Spinning back through the air, Superman righted himself in time to block Zod's next punch as he flew after him, countering with an uppercut to the chest, and then an axe-handle strike. Zod was sent hurtling down, but grabbed hold of Superman's cape at the last second, pulling him down with him. Off-balance, Superman tried to right himself, but Zod closed on him in seconds, slamming his face with one punch after another as he gripped him by the collar.

Out of the corner of his eye, Superman felt his heart stop as he spotted a lone car driving along the freeway, heading out of the city…heading right under them as they both plummeted to the ground. Desperately, Superman tried to pull away, to break free of Zod's hold, but the General just didn't let up…

By some miracle, Superman managed to tilt their angle just a few degrees east, causing them to slam into the lane _next_ to the car as it passed by, crashing through the freeway; their impact caused a catastrophic failure throughout one entire section of the freeway, collapsing thousands of pounds of concrete and tipping the car partially over the ledge, causing it to dangle there precariously.

As concrete rained down on them from above, Superman got back on his feet in time to block Zod's punch, but the General twisted the motion into a pivot-kick that knocked him into a support-column, sending him smashing through it and burying him beneath several more tons of concrete. Scowling, General Zod stalked towards his errant godchild, to teach him a lesson he _sorely_ needed…

…but another sound stopped him.

Pausing, Zod looked up, towards the remnants of the freeway; the lone occupant of the car – a young woman, in her early twenties, like the Cadet, tall and lean, clad in a red-white track-suit emblazoned with a white maple-leaf, her long red hair tied in a ponytail – had extricated herself from her vehicle, her voice fraught with terror as she chattered away on her phone, updating her parent on her status…and _giving away his position._

As Zod's eyes narrowed, the girl's frightened green ones happened to intersect his gaze; letting out a gasp of fright, the girl turned to flee.

A _grave_ tactical blunder.

The female hadn't taken even one _step_ when Zod darted ahead of her at superspeed, intercepting her in nanoseconds; as her eyes took in the crest of the House of Zod, the girl froze in her tracks, her voice turning into a snivelling whimper as she spoke into her phone. "_M-Mommy…_"

As the girl babbled a status-update to her parent – prompting the girl's mother to start pleading with him over the phone-lines – Zod simply scowled, tapping his Command-Module and jamming the local comm-lines, causing the girl's phone to go dead. "Tell me, child: who do you suppose _heard_ that little bit of whining you just made?"

His voice sent the girl into full-blown wailing. His brow furrowing with annoyance, Zod put his fingers to his temple, his patience wearing thin. "_Stop that._"

"I…I c-_can't!_" the girl bawled. "I…_I don't wanna die..!_"

At that very moment, a thunderclap shook the air, as Superman burst free of the concrete, darting back up through the gap in the freeway, to crash into Zod, sending him flying across the street, gouging it as he skidded. "_RUN!_" Superman shouted to the young woman, but the girl's hysteria had frozen her to the spot.

Getting up, Zod was about to charge at Superman, but the beeping of his Command-Module stopped him. "_General Zod, I have been in contact with Councillor Wazzo and the Confederate contingent still in orbit,_" came Sentrius' voice. "_They have requested to speak with you; they are curious about our actions._"

Zod arched an eyebrow warily. "What did you tell them?"

"_That all military manoeuvres were classified, and that only you were at liberty to disclose them._"

Zod smirked. "Excellent," he said. "Tell the Councillor that I will be meeting with her shortly; for now, target my location with a ZSP – one minute delay."

"_Acknowledged; Station-Commander El, please move to safety immediately._"

His expression one of bewildered fury, Superman glared at the General. "What are you _doing_, Zod? That's the _third_ time you've called in a Zone-strike! If you're trying to destroy us..!"

"As I told you the first time we fought beside each other, Cadet, my knowledge of theoretical Phantom-Zone physics was limited, so I brushed up on the subject," Zod commented. "Quite a fascinating subject; the work of Ber-Om was especially intriguing."

Blinking in confusion, Superman searched his memory for the significance of that name…and as he found it, his eyes went wide with horror. "The Ber-Om Effect…"

"Precisely."

Superman slowly shook his head. "You're insane…" he murmured. "Zod, you're _insane!_ Do you realize what you could _do?_ You could swallow the entire planet..!"

"Destroy the very world I mean to remake?" Zod laughed. "Really, Cadet; I may appreciate a necessary show of force, but even _I_ think that is somewhat much!" His smile turned dark. "I do not intend to send Earth in; I mean to pull something _out._"

"Well, _what?_" Superman demanded. "What could be so big that you would need to…"

And then it hit him. "_No…_"

"Oh, yes," Zod said. "Now, if you'll excuse me, I must rendezvous with our Confederate allies; you could pursue me…but that would leave this female primitive at ground-zero of a Phantom Zone singularity. Your choice, Cadet."

As Zod darted into the sky, Superman made a beeline for the young woman, scooping her into his arms and darting off as fast as he dared, mere seconds before the vortex opened, firing a singularity down into the freeway; the very moment it impacted, the purple-black mouth opened ravenously, swallowing everything in its radius, and pulling Superman and his passenger towards it. Straining against the gravity, Superman flew with everything he had, fighting its pull, until the singularity collapsed, leaving another smooth, spherical crater in its wake.

Breaking free of the tyrannical gravity of the dying Zone-singularity, Superman touched down on a still-intact section of freeway, allowing the still-weeping young woman back on her feet. Taking a deep breath, Superman managed a weary smile. "You okay?"

The woman was still in the grips of hysterics, hyperventilating tearfully as she wobbled on her feet. Carefully, Superman reached out to steady her, gently grasping her shoulders, which caused him to meet her eyes briefly…

…and he _recognized_ her.

Thankfully, she was too freaked-out to recognize him, so Superman just pulled her into a friendly, comforting hug, letting her cry out all her terror. "Shh…it's okay," he soothed. "It's all okay…you're safe, now."

Slowly, her wails dimmed down to soft sobs, as the young woman steadied her breathing, prompting Superman to release her. "T-Thank you…" she murmured, before taking out her phone and calling home. "M-Mom? It's Jen; I'm okay…"

Drawing his belt-communicator, Superman hailed the rest of the League as he flew off. "Superman calling Batman: send search-and-rescue to my present location – we need a civilian transport," he said, his tone turning grave as he ran a planet-wide scan of the places Zod had Zoned.

His scan came back positive.

His brief silence spoke volumes to Batman's deductive skills. "_Kent. What is it?_"

Superman quickly extrapolated the pattern. "Send Kara and her team up to Councillor Wazzo's ship, A.S.A.P.! Zod is en route!" he declared. "After that, contact as many of our allies as possible, and send them to _these_ two locations! While you're at it, hail Namor – tell him to get as many ships as possible ready, and deploy them _here: _if we can't stop Zod, they'll be our last line of defence!"

He could practically hear the arch of Batman's eyebrow. "_Why there?_"

Superman felt his blood run cold at his own words. "I know what Zod is planning."

XXXXXXXX

_S.H.I.E.L.D. Alpha-Site_

"The Avengers are down! I repeat: _the Avengers are down!_"

As that report came through the Alpha-Site's comm-network, Nick grimaced. "Do we have a fix on Zod?"

"Negative, General; Zod just broke orbit! He's heading for the Confederate ships still circling Earth!" the Comms officer reported. "Councillor Wazzo's been hailing us sporadically since Zod went rogue; he must have picked up on it!"

Madelyn went pale. "Would he try to capture her to prevent the Confederacy from intervening?"

Nick scowled. "I doubt it, Agent Pryor; if that thing can stop the Kree and Skrulls, Zod likely isn't worried about the Confederacy. My guess is he has something else up his sleeve," he grumbled. "Right now, we just bought ourselves some breathing-room! We need _options_, people! Tell me we have _something_ that can _hurt_ this bastard!"

The command-center buzzed at that order…only to respond, seconds later. "Negative, General Fury; based on what we know about Kryptonians, Zod has no weaknesses we can exploit! There are no known innate flaws in their weapons-technology, either; he's…_impervious!_"

Madelyn went very pale. "Not…_exactly_, General."

Slowly, Nick turned around. "And what exactly does _that_ mean, Agent Pryor?"

Madelyn flinched, but it was too late to stop, now. "Kryptonians are capable of absorbing and metabolizing all known forms of radiant energy…except _one,_" she murmured. "Their metabolism is severely inhibited by the radiation of a transuranium element – Atomic Number 137 – to the point that even a second's exposure is toxic. This element – called "Kryptonite" – does not occur naturally: the only known source is the planet Krypton itself – the blast from the planet's core must have transmuted some previously-radioactive element in its crust, producing the active transuranium element…"

Nick's good eye narrowed. "And you're only saying this _now?_" he thundered. "Why the _hell_ didn't you speak up about it earlier, Pryor?"

"Because we don't _have_ any of it, General!" Madelyn shouted back. "The only place we've seen any of it is Krypton's home-system, and we needed the World-Gate to get there! Now that Zod's in control of Sentrius, it's not like we can just walk up to the Gate and head on out!"

Nick calmed at that, his brow furrowing…before his eye went wide. "Maybe we don't _have_ to," he murmured. "Pryor, this "Kryptonite" stuff: is it a glowing green rock?"

Madelyn's eyes went wide. "H-How did you know?"

Nick turned to the Comms officer. "Contact Area 51: have them move the Kansas meteorites to the nearest active base!"

As the base-staff hurried to follow his orders, Madelyn frowned. "General..!"

"It was a little over 20 years ago, when those meteors hit Earth," Nick mused aloud. "They came out of nowhere, at FTL speeds…which raised a few eyebrows; I was sent out to evaluate the impact, make sure that no little green men tagged along. At the time, I thought those rocks were clean…but maybe I missed something…"

Madelyn blinked. "Sir?"

Nick shook his head, clearing it. "There'll be time for strolling memory-lane, later," he said to himself. Out loud, he added, "The point is, we _do_ have some of this "Kryptonite," Pryor; hopefully, it'll be enough to take Zod down."

Madelyn suddenly had the horrible feeling that, just maybe, she'd just let Dr. Frankenstein's monster loose on the village. "And how exactly will you do that, General?"

Nick's gaze was hard. "By whatever means necessary."

Madelyn's breath caught in her throat. "And what about Superman? What if he's on-site when you use it? That stuff doesn't distinguish between targets, Fury!"

"If he's smart, he'll stay clear when we use it," Nick allowed, "but if he doesn't…there are larger issues."

""Larger issues"?" Madelyn repeated. "General, you're talking about _killing_ him..!"

"No, Agent Pryor; I'm talking about _stopping_ a homicidal psychopath with Omega-Level abilities and access to the deadliest weapon system that anybody on this planet has ever _conceived!_" Nick barked. "If we don't shut this bastard down _now_, _millions_ of lives could be lost – that happens to outweigh the loss of just one, no matter who it is!"

Madelyn glared at him. "With respect, _sir_, that's easy to say when it's not you out there."

"If it _was_ me out there, Pryor, I hope to God you _would_ deploy that kind of weapon."

Fortunately for Madelyn, the Comms officer interrupted. "Sir, we're picking up increased movement from the Atlantean Fleet; they're steaming towards the middle of the Atlantic! They started right after getting a hail from the Watchtower!"

Nick grimaced. "That kid and his team knows something," he grumbled. "Contact Namor: tell him we're sending him as many of our air-units as we can spare! If that kid knows Zod's game-plan, we're going to need as much firepower in one place as we can get, and not even Namor can be thick-headed enough to not realize that!"

"Aye, sir!"

Nick's eye closed. "And contact me as soon as the Kryptonite is on-site; we're likely only going to get one shot at this, so we'd better make the best of it."

And as Nick said that, Madelyn looked away, burying her face in her hands in horror at what she'd done. '_Oh, Jeannie…I'm so sorry…_'

XXXXXXXX

_Confed One, Earth orbit_

The bridge of _Confed One_ was abuzz with activity when a crimson cloud appeared out of nowhere, depositing Supergirl, Phantom, Brainiac 5, Green Arrow, the Hellions, Emma Frost and Doctor Strange aboard the Confederate flagship. Looking around, the good Doctor grimaced. "It would appear that we have beaten Zod here," he observed. "With any luck, we can evacuate the Councillor before…"

"_Mom!_" Phantom cried, rushing to her mother and hugging her. "Mom, are you okay?"

Returning her daughter's hug, Winema nodded. "I'm fine, Tinya; all of us are," she answered. "We're all just alarmed at what's been happening; it was a horrible shock to see Sentrius suddenly fire on Earth…"

"Not as big a shock it was to be _planet-side_ when that big robot took a shot at us," Hellion quipped.

Winema was pale. "Empress Neramani told me that…that General Zod ordered the attack; that he'd been convicted of war-crimes," she murmured. "She told me that Dru…had been deceiving all of us…"

"_Believe_ it, Mom," Phantom said. "Zod played all of us into giving him what he wanted."

A few feet away, glancing at the comms-screen, Lilandra nodded. "I'm afraid it's true, Winema; Kal all but confirmed it."

Supergirl flinched as she heard that.

At Lilandra's side, Gladiator looked at the screen worriedly, staring at the ominous shape of Sentrius looming ahead of them. "At present, Majestrix, I fear our more immediate concern is Sentrius herself."

Firestar blinked. "Why?"

"Ever since this all started, Sentrius has ordered us to hold position," Winema answered. "We've been trying to contact her, but we've had no luck…"

Suddenly, the screen lit up, showing the pixelated face of Sentrius' holo-self, her expression. "_Confederate vessel, you are harbouring hostile personnel; you will surrender them to our custody immediately._" Her gaze fell to Kara and Brainiac 5. "_Kryptonian citizen and A.I., please stand by; you will be evacuated shortly._"

Stricken, Phantom met Sentrius' gaze imploringly. "Sentrius, it's _us!_" she pleaded. "You _know_ Mark and I! These are our _friends!_"

"_Your friends, Citizen Wazzo, are confirmed hostile combatants,_" Sentrius countered flatly. "_Earlier, humanity attempted to circumvent me by bombarding me into submission with thermonuclear weaponry; now they are sending a strike-force._"

"Hey, lady, if you think _we_ sent up that nuke, you're nuts!" Beef protested.

Her expression grave, Supergirl stepped forward. "Sentrius, that nuclear attack was the work of _one_ faction of humanity; one that got scared by your presence!" she insisted. "You can't blame all of them for that!"

"_General Zod is of the opinion that their attack was a prelude to a larger campaign; the only logical response is to pre-empt them._"

As Kara flinched again, Brainiac 5 spoke up. "General Zod has deceived you, Sentrius; the human race is not hostile…"

"_Their past interactions with Station-Commander El suggest otherwise,_" Sentrius said, her frown darkening. "_After hacking all active military firewalls, I was purview to some of the United States' military reports on the Commander; specifically, reports on possible methods of neutralizing him – of special note were those proposed by one General Fury._"

Emma sighed. "And once again, another potentially peaceful resolution is botched by Fury's blundering."

Sentrius ignored the quip. "_In light of both those facts, the logical conclusion is that the human species intends to either subvert or destroy the survivors of Krypton,_" she said.

Her holo-eyes narrowed. "_And that is something I cannot allow._"

Doctor Strange took a deep breath. "Part of what you say is likely true, Sentrius: there _are_ those who wish to control or destroy Superman – Commander El – and his kin," he reasoned. "However, there are just as many – if not more – who see them as heroes; who have welcomed the survivors of Krypton upon Earth."

Sentrius' frown waned. "_Even if that were true, my orders stand._"

"Why? Because Zod said so?" Hellion snapped. "Are you _kidding_ me?"

"_High General Dru-Zod is the Supreme Commander of the Kryptonian Defence Force,_" Sentrius admonished. "_I am a Kryptonian A.I.; the Three Directives demand that I obey all lawful orders I am issued. Furthermore, I am an effective Fleet-Admiral in the Defence Force; I MUST comply with the chain of command._"

"Just because you have orders doesn't mean those orders are right, Sentrius!" Phantom insisted. "Zod ordered you to open fire on innocent civilians! You _can't_ comply with orders like that!"

Sentrius' expression wavered. "_I will admit that the orders the General has issued have been…unnerving,_" she confessed, before turning firm. "_But I must comply – with the nuclear attack, I am again at war; until that changes, General Zod is in full command._"

"So you're just going to listen the next time that psycho tells you to open fire on a city?" Catseye cried.

"_There is one alternative,_" Sentrius said. "_You must surrender._"

Kara paled. "_WHAT?_"

"_If you surrender, then the war will be over; if General Zod then attempts any further hostilities, I will have the authority to remove him from command,_" Sentrius reasoned. "_Additionally, once hostilities cease, your leaders will have the right to call a hearing and voice any allegations of misconduct or war crimes…_"

"You think Zod is going to listen to any hearing?" Hellion exclaimed. "Do you have a _glitch?_"

"_Under Section 09721-374 of the Defence Force Code, Subsection 682, the right of both parties to request hearings on conduct is outlined in the acceptable rules of engagement; as an officer, General Zod must honor those rules,_" Sentrius said. "_That is the only alternative._"

Brainiac 5 spoke up. "What if General Zod had already been accused of war-crimes?"

Sentrius arched a holo-eyebrow. "_I know of no such allegations._"

Lilandra caught on. "Sentrius, during Krypton's war with my people, in the last battle, Zod deployed a weapon called an Eradicator against my father's fleet! Your Council of Twelve investigated and found him guilty!"

Sentrius looked surprised. "_Those are very grave charges, Empress Neramani. What evidence do you have to support them?_"

"_I'm_ the evidence!" Brainiac 5 declared. "In my memory-banks are data-files detailing General Zod's investigation, trial, and subsequent exile to the Phantom Zone! Simply open a channel, and I will send you the relevant files…"

At that, a familiar chilling voice came in over the transmission. "_Do not respond to that request, Sentrius; Citizen Kara Zor-El and the Brain Inter-Active Construct Mark 5 are acting under duress. The Mark 5 is being coerced into delivering a virus._"

Sentrius' holo-eyes narrowed. "_Understood, General Zod. Closing transmission lines now._"

"_No!_" Phantom cried. "Sentrius, wait! You can't believe what he's..!"

But it was too late: Sentrius' hologram vanished, leaving only Zod's voice on the transmission lines. "_A decent enough effort, but I am afraid it will take more than that to circumvent my command, child._"

Her voice trembling, Kara spoke up. "It's…it's really true, Uncle Dru?" she murmured. "You…you really used an Eradicator..?"

"_What I did, Kara, was end a war,_" Zod snapped. "_Twice, now, I have achieved victory, and twice have I heard nothing but complaints over how I did so. My days of explaining myself to small-minded bureaucrats are QUITE over._"

Hellion's eyes narrowed. "Yeah? Well, _our_ days of listening to overbearing psychos have _long_ been over, pal!"

Emma frowned. "Thank you, Julian."

A dry chuckle echoed over the comm-line. "_Very big words, __**boy,**_" Zod sneered. "_Very well; let us put them to the test._"

The second he finished that sentence, the entire ship suddenly _shook_, while the comm-line went quiet. Seconds later, an internal line crackled to life. "_This is Hangar Bay 3 calling Bridge; somebody get security down here! This bastard's coming in through the – AAAARRRRGGGGHHHH!_"

At that bloodcurdling scream, the line went dead. "What happened?" Winema demanded. "Get that line back on, now! We need ears, down there!"

The Comms officer was pale. "I'm sorry, Councillor, but we can't," he whispered. "The entire hangar bay just depressurized; everyone in there just got sucked into the black."

Green Arrow went _paler._ "Jesus…"

The ship trembled again, sending more alarms blaring. "We have internal hull-breaches on Decks Ten through Five…now Four…Three…_Two..!_"

Doctor Strange was instantly alert. "He's coming _here!_"

As if on cue, a crimson beam lanced through the floor, cleaving a perfect circle, before shutting off, allowing the circle to fall away, before General Zod calmly floated up through the hole, his arms folded.

Glancing at them, Zod arched an eyebrow. "Well? I am waiting."

Hellion glared at him. "Not for long, _old man!_" he snarled. With that, he let loose a massive TK-pulse, sending it at the General at breakneck speeds; the pulse took Zod full in the chest, sending him flying back…but he simply dug in his heels, stopping after only five feet.

Zod just sneered. "_Pathetic,_ boy; a first-year Academy Cadet could have done better on his first _day._"

But Hellion was already in motion, his mind in gear. "Fabe, Angie, _paste_ him! Buford, take him down!" Instantly, Firestar and Bevatron moved to flank Zod, letting loose a two-pronged attack; casually, Zod leaned out of the way of Bevatron's electric surge, while lazily raising a hand towards Firestar's microwave blast, not even shrugging as he let it wash over him, melting the electronics behind him. As the microwave pulse died away, Beef came straight at Zod, unleashing a haymaker, but the General ducked under it, lashing out with two stiffened fingers and burying them deep in Beef's abdomen; rendered borderline immobile by Zod's nerve-strike, Beef gasped for air as he sagged, but his knees never hit the ground – without hesitation, Zod kicked his feet out from under him, and followed with a palm-strike to his chest, sending him flying back towards the others.

Leaping to the side, Green Arrow drew his longbow and fired a smokescreen arrow; catching the arrow with ease, Zod coughed as billows of haze burst into his face, obscuring his vision long enough for Brainiac 5 to flank him. Assuming battle-mode, Brainiac 5 let loose a pair of blasts from his plasma-cannons, sending Zod flying across the bridge. Racing ahead of the General, Phantom moved to phase him through the lower deck, but Zod had already recovered; twisting in mid-air, the General landed early, before Phantom could phase him, unleashing a burst of gale-breath to knock her off-balance, breaking her phase-field. As Phantom stumbled away, Zod's eyes started to glow…

"_NO!_"

Winema's scream was enough to give Zod pause, as he turned towards the distraught Councillor, who was nearly in tears. "General Zod…_Dru…_" she pleaded, "…you have to _stop_ this! P-Please, d-don't hurt my baby…"

A single eyebrow arched, Zod simply shrugged. "Of course, Winema; I am not unreasonable."

Still stricken, Winema tried to keep her voice steady. "W-What Empress Lilandra said about you…how you used an Eradicator against her people…it's true?"

Zod sighed. "Please do not be deliberately obtuse, Winema," he chastised. "Tell me: what precisely do you suppose would have happened had I _not_ done what I had, hm?" His eyes narrowed. "Kral'Nor would have been battering against our Planet-Shield right up until the day Krypton exploded, and upon learning of our demise, he would have raided the Ku'Raon System for any technology he could get his hands on, making him and his empire a threat to the entire _universe._" His voice turned cold. "By putting fear into the hearts of the Shi'ar, I _saved ALL your lives._ And now you take issue with the means by which I did so."

Winema fought back tears. "This…this was your goal all along, wasn't it?" she accused. "Then…that kiss on Sentrius' deck…that meant _nothing..?_"

Phantom grimaced. "Oh, God…somebody _please_ get me a barf-bag…"

Zod chuckled. "I did not say _that_, Winema," he corrected. "Yes, I meant to cement an alliance with the Confederacy through you, but that is not to say I felt _nothing_ for you; in time, whatever sparked between us could very well become genuine." He grinned. "And once Earth is put to order, who knows? If the Confederacy is anything like it was 30 years ago, then your Senate still has problems with corruption; I am sure that, with New Krypton's help, that can easily be _remedied!_"

Winema shook her head, shocked to numb horror by Zod's words. "I…I can't believe what I'm _hearing!_" she cried. "How could we have been so _blind_ to what you were?"

"What I am, Winema, is the only hope of salvaging something meaningful from the savages dwelling below," Zod said. His gaze turned towards the others. "Out of respect for the Councillor, I offer you all this one chance: if you wish to live…then _kneel._"

Hellion was irate. "Kneel _yourself_, old man!" he snapped, before he let loose another TK-pulse. Like lightning, the General evaded the surge, darting towards Hellion, ready to crush him…

…but he was stopped by a crimson stream of mystical force; focusing his will, Doctor Strange slammed his spell into Zod, pinning him against the wall. "You won't be harming anyone else today, Zod!"

Struggling to move, Zod glowered at the Sorcerer Supreme. "I agree, Doctor: _I_ won't!" he snarled. Managing to move his arm, Zod tapped his Command Module. "Sentrius: deploy Infantry Drones!"

Mere instants after Zod spoke, two large crystals burst through the hull of the bridge, sealing the resulting breaches around them, before spraying glittering mists into the bridge from openings in their facets; the crystalline fog condensed onto the floor, forming two patches of white, which then morphed into two crystalline automatons, bearing arm-mounted laser-cannons. Spotting their commander, one Drone opened fire on Doctor Strange, forcing the Doctor to raise a barrier and deflect their shots, thus releasing Zod. As the Drone kept firing on the Doctor, Firestar let loose a microwave beam, while Green Arrow fired an explosive arrow; the microwave hit first, flaring the robot's shields into view, before the arrow detonated, shattering it into dust…at which point the Drone promptly re-formed, growing three more in the process. Turning as one, the Drones took aim at their attackers…

Stricken, Supergirl darted into the Drones' path. "Drones: cease hostilities immediately!"

At once, the Drones lowered their weapons. "_Unable to comply: military protocol is in effect,_" the first hummed, its tone flat. "_Kryptonian citizen, please stand clear._"

"They're not gonna listen, Supergirl! Just keep 'em from firing!" Thunderbird shouted. "_We'll_ do the rest!" With that, he charged at one Drone.

"_No!_" Supergirl cried. "You can't fight them! You can't let them _touch_ you..!"

But Thunderbird had already closed on the Drone, unleashing a haymaker, but the Drone blocked it, countering with an uppercut, knocking its foe back, before its free hand extended its deadly nano-claws; seeing the Drone attack her teammate, an enraged Catseye pounced on it from behind with the fury of a _tiger_, slashing her claws into its back…but her attacks spanged harmlessly against its shields, allowing the crystal-machine to toss her off with impunity, readying its weapon and taking aim at her…

"Excuse me?"

Hearing that inquiry, the Drone turned to spot a diamond-form Emma Frost behind it…right before her diamond-hard fist smashed through its visor, shattering the Drone into dust. "Emma, _move!_" Supergirl cried. "You can't let that dust touch you! If you do..!"

Even as Kara spoke, Emma saw the deadly nanite-fog settling along her arms…right before it simply slid off. "Hmm…it appears your robot friends don't recognize me as human," she mused. "Interesting."

Even without attacking Emma, the nanite fog easily coalesced back onto the floor, forming another three Drones as the first repaired itself. "Fighting them won't work; they'll just make more of themselves!" Supergirl cried. "We need to pull back!"

As his opponents inched away from the Drones, Zod got back on his feet. "My generous offer remains," he warned. "You may yet live if you kneel before…"

"_NEVER!_" Gladiator roared; moving at speeds that even _Zod_ would be hard-pressed to match, Kallark slammed into him, smashing them both through the nearby hatch, and out into the adjacent corridor.

With their commander engaged, the Drones opened fire on the others, forcing Doctor Strange to raise a barrier around them, wincing as the crystal-machines' weapons seared into his spell, gradually wearing holes in it. "Okay, I'm starting to _hate_ your guys' tech!" Hellion groused.

Supergirl winced. "Join the club."

Beef gukped. "So how do we stop these things?" he murmured. "Every time we break 'em, they just come back tougher!"

"The trick, Buford," Doctor Strange said, straining to maintain his focus, "is to remove these mechanized monstrosities _without_ destroying them!" Taking a deep breath, he let loose his invocation. "_Open wide, Gates of Neverwhere! Remove my foes!_" At once, gleaming circles of ruby energy flitted out from Stephen's feet along the floor, stopping beneath each and every Drone; one-by-one, each circle turned into a portal, sending each Drone falling through the floor and into utter nothingness; within seconds, the bridge was clear.

While his comrades dealt with the Drones, Gladiator closed on General Zod; the surprised Kryptonian was sent flying once again as Kallark slammed him with an uppercut. "I respected you once," he accused, closing to grapple with the General, slamming him against the wall. "I _admired_ you once, even though you fought against the Empire!" Again, Kallark threw Zod across the hallway, before darting after him, slamming him with a lightning-fast barrage of punches. "How _could_ you?" he exploded. "How could you betray _everything_ you once stood for?"

As Gladiator's last punch came at him, Zod recovered enough to catch it. "It's ironic you should ask," Zod sneered. "I was about to ask you the same."

Gladiator's eyes narrowed. "What?"

"You're an Imperial Guardsman, Captain – _Praetor_-Class, if I am not mistaken," Zod said, a cruel sneer crossing his face. "Your duty – your very _being_ – demands the utmost service to the Imperial Family."

Gladiator snarled back. "A duty I have _always_ carried out, Zod!"

"Oh? Then who was it that all but _assaulted_ an Imperial Prince and Princess, not even a day ago?"

Zod's words made Kallark freeze. "Thanks to you, two of the Imperial heirs now lie in prison-cells, Kallark," General Zod continued. "Whatever you think of me, I acted to secure the safety of my own people from a race of barbarians, both then and now." His smile was dark. "So tell me, Kallark: what reason do _you_ have for betraying _your_ oath?"

His eyes wide with horror, Kallark almost staggered back, as he realized the truth behind Zod's words; for better or worse, he _had_ betrayed the Imperial heirs, gone against the most basic credo of the Imperial Guard…

With a joyous laugh, Zod closed on him, his fist smashing into Gladiator's jaw, sending _him_ flying back. "I once studied your species, Captain; very interesting!" he mused. "To think, that there could be a species in existence with powers nearly comparable to ours!" Sneering, he darted at Kallark, his fists moving like pistons as he pummeled the Guardsman, until he was bruised inside and out. "I say "nearly," of course, since you have such a paradoxical flaw: when perfectly focused on your task, you have the same kind of power we have beneath a yellow sun – that explains why the Shi'ar Empire spent so much in indoctrinating your kind from birth!" Zod lectured, slamming Kallark with a punch to the abdomen, and then following with a knee-kick, sending him skidding back into the bridge. "But the very _moment_ that even the _slightest_ hint of doubt enters your mind, all that power _vanishes!_"

As Kallark struggled to his feet, Zod stalked towards him. "_That_ is why we were – and always _will_ be – your betters, Guardsman: whether certain or uncertain, our might is as constant as the stars _themselves..!_"

Zod's tirade was cut off as one of Doctor Strange's spell-bolts slammed into him, sending him flying. "It does not appear that way to _us_, Zod."

In half-bestial form, Catseye bared her fangs. "The only stars around here are the ones _you'll_ be seeing!"

Looking around, Zod arched an eyebrow as he got up. "So, you've managed to disable my Drones," he mused. "Very well; I suppose I've wasted enough time with all of you, so I shall take my leave."

Green Arrow readied another explosive projectile. "You're not going _anywhere_, pal."

Zod chuckled. "You really think you can stop me?"

"We stopped your toys," Bevatron snapped.

"Did you? Really?" Zod laughed. He tapped his Module, once more. "Drone-Launchers: initiate self-termination protocol."

At once, the twin crystals sticking through the bridge's hull began to disintegrate…which shattered the airtight seal they'd formed around the holes they'd made; running towards the closest crystal, Zod leapt towards it as it shattered, letting it suck him out into the black, while the entire bridge was exposed to vacuum.

Grimacing, Doctor Strange reached out with his magic, sealing the two gaps shut as best he could. "Get to the nearest bulkhead!" the Doctor shouted, walking towards the corridor as he maintained the barrier. "Quickly!" At once, the others, along with the bridge-crew, scrambled out of the bridge, pouring into the corridor and moving behind the nearby bulkhead. As soon as the Doctor had moved behind it, one crewman hit the control-panel just as Doctor Strange released his barrier; instantly, the airtight door slammed down, while the vacuum of space sucked the air out of the bridge, turning it uninhabitable in seconds.

With Zod gone, Emma let out a sigh of relief as she turned back to flesh-and-blood, once more. "Well, that was pleasant."

"I'll say!" Beef agreed. "I'm never complainin' about fighting Supes, ever _again!_ That Zod guy is _nuts!_"

Returning to normal, Catseye turned towards their former teacher guiltily. "Miss F?" she murmured. "Thanks."

Emma shrugged. "Think nothing of it, Sharon; so long as I never have to see another of those crystal monstrosities, ever again, I will consider myself repaid."

Sighing grimly, Kallark turned to Lilandra. "Majestrix, I am ashamed of myself; I allowed Zod to deceive me, which resulted in his escape…"

Shaking her head, Lilandra placed a reassuring hand on her Captain's shoulder. "Zod deceived us _all_, Kallark; you are not to blame."

Hellion looked to Green Arrow. "So what now?"

Taking out his communicator, Green Arrow checked it…and grimaced. "It looks like Big Blue's hunch was right; Zod's heading straight for Latveria."

"Doom's place?" Thunderbird asked.

"Yep."

Bevatron snorted. "So one nutbag'll take out the other. Sounds good, _non?_"

Phantom was about to reply, but a soft sobbing drew her attention towards her mother; sagging to the floor against the wall, a tearful Winema buried her face in her hands. "I'm…I'm so stupid…" she whimpered. "Oh, _cosmos,_ I was so _stupid…_"

Stricken, Tinya walked over and hugged her mother. "It's okay, Mom; Zod fooled _everybody_, even Kal," she soothed. "It's not your fault."

Turning to Doctor Strange, Green Arrow gulped. "This is gonna get worse, isn't it?"

His face dour, Stephen nodded. "It always does."

XXXXXXXX

_Doomstadt, Latveria_

"I don't like this."

Beneath the dark clouds of Latveria, darkened by both the remnants of the Latverian Navy in the air and the ruins of Castle Doom in the distance, Wolverine, J'onn, Mystique, X-Force, minus Leviathan, the Fantastic Four, Scarlet Witch, Toad, Blob, Quicksilver, and Flash waited just beyond Doomstadt's limits for a familiar dark silhouette…along with their backup.

Hearing Wolverine's grumble, the Thing nodded. "Join the club, pal."

Glancing towards Ben Grimm, Magneto, standing near his other two Acolytes, sighed in annoyance. "Given who we are facing, Grimm, none of us are in any position to complain."

"Who said I was talkin' about _you_, Mags?" the Thing groused, his thumb motioning towards the last member of their team.

Standing several feet away from the rest of them, Doctor Doom remained impassive, his arms folded, ignoring Ben's remark completely.

Glancing towards the Lord of Latveria, Jubilee gulped. "Okay, _how_ is this a good idea?" she murmured. "We're gonna stop the baddest guy on the planet with the _other_ baddest guy on the planet?"

Iceman's hand was on hers. "I know, Jubes," he agreed, "but like Magneto said, we don't have a lot of options, here."

Sunspot grimaced. "That doesn't mean we have to like it, Bobby."

Checking an electronic device he'd clipped to his belt, Doom finally spoke. "_My radar-net is detecting an object re-entering atmosphere at speeds exceeding Mach 6, heading directly towards us. It appears Kal-El's hypothesis was correct._"

Quicksilver snorted. "And we're holding the bag. Great."

"It was either here or Wakanda, Pietro," Scarlet Witch snapped. "If anything, Kal thought Zod would come after _his_ team, first."

Cracking his knuckles, Wolverine popped out his claws. "Guess _we_ get the first crack at him."

"Fine by me," Sabretooth agreed. "Just stay out of my way, Short-Stuff."

The Martian Manhunter frowned. "We do not have _time_ for this," he admonished. "Zod could arrive at any…"

And then a thunderclap echoed in the distance, as an ebony streak shot out of the sky, landing in front of them, shaking the earth as it did. Calmly walking towards them, Zod frowned. "Victor van Damme and Erik Lensherr; I suppose I should thank you for saving me the trouble of hunting you down, as neither of you have any place upon New Krypton."

Mystique was the first to voice her incredulity. "_New Krypton?_"

Wolverine snorted. "Bub, I always thought something about you smelled off, and now there it is: you're friggin' _nuts._"

Zod crossed his arms. "The word of a madman; convincing testimony, indeed," he sneered. "I have little time to waste with all of you; if you wish to survive, then you will kneel before your betters…"

"_I am SICK of you!_"

Infuriated beyond reasoning, Quicksilver darted towards Zod, racing around him and kicking up a small whirlwind. "I am _SICK_ of hearing about how "great" you dorks of _Crap-Tun_ were supposed to be! For the past two _years_, I've been listening to that same stupid broken record; if you jackasses were so _great_, how come you all blew up, huh?"

Zod simply kept silent, not bothering to move, his expression growing annoyed.

"You actually expect everybody to bow down to _you?_ Just because you can do a couple of the same tricks _we_ can do?" Quicksilver jeered. "If you think that, Zood, then you're even _dumber_ than you think _we…_"

_**WHAM!**_

Zod hadn't moved a step from his position; only his right fist had moved, lazily swinging down towards his side…just as Quicksilver ran into it.

As that thunderous impact shook the air, the mini-cyclone died away, revealing Quicksilver clotheslined upon Zod's fist; the General wasn't even looking at Pietro, indifferent to his frantic gasps…which sounded terribly _wet_, and so _feeble_, only made more evident by the fact that he couldn't even move off of Zod's fist from where it had smashed into his gut, cracking his torso-armour…and probably a lot more beneath it…

"You seem to think that Zod has the same patience for your barbarism that Kal-El does," Zod remarked, not bothering to look at Pietro. "That was a _fatal_ error, primitive."

With that, Zod cruelly pulled his fist away, sending Quicksilver staggering back, holding his gut, almost falling over. Coughing, Pietro managed to stay up…and _froze_ as those terrible dark eyes bored into him. "Allow me to enlighten you on something my godchild _should_ have, the first time he encountered you and your cohorts," Zod snarled. "In comparison to us, your kind are _insects:_ we can _step_ on you any time we _please._" A cruel smirk crossed his face. "Like _now._"

_**CRACK!**_

Faster than Pietro could even _blink_, Zod's fist shot out in a backhand strike, slamming across his jaw and sending him flying across the landscape, crashing through a nearby boulder, to land hard, going utterly still.

_Terribly_ still.

Scarlet Witch was frozen to the spot, her eyes wide; half of the time she'd known her brother, she'd always threatened to do something like that…but now…

Shaking his fist, as though disgusted by the fact that he'd even had to _touch_ Pietro, Zod turned back to the rest of them. "One last chance," he snarled. "_Kneel,_ or share the whelp's fate."

Like the others, Magneto had been shocked silent by Zod's attack, but that shock quickly turned to rage. "_You MONSTER!_" he exploded, as he reached out with his powers, pulling up tons of iron-rich ore from deep within the earth, and sending them flying straight at Zod. As the barrage of magnetic boulders flew at him, Zod leapt into the fray, touching down on one boulder, and then leaping off to the next, leap-frogging from one to another, gradually closing the distance between him and his foes. Seeing his attack fail to even slow Zod down, Magneto focused his EM-field on Wolverine, turning him into a living ballistic missile; claws drawn, Wolverine roared as he flew at Zod, tackling straight into him and knocking him off the last magnetic boulder.

As Zod and Wolverine stumbled across the ground, the General got up in time to block Wolverine's overhead slash, countering with a nerve-strike to his shoulder and a palm-strike to his solar plexus; Wolverine was sent flying, but did a mid-air flip, pushing off a nearby rock to come right back at him. "_Healing factor_, bub: that didn't hurt at _all!_" he snarled, as his claws lashed out in a two-fisted, whirlwind strike.

The first strike went low, allowing Zod to dodge, but that merely set him up for the high strike, which raked across his face…doing no damage at all; all that was left on his face was an expression of pure _rage._ "No?" he asked. "Then what about _this?_"

And he punctuated that sentence with an eye-ray at point-blank range; the stream of nova-red energy seared right into Logan's _face,_ burning away _everything_, right down to his silver-hued skull.

As Wolverine fell to the ground, utterly lifeless, Sunspot and Berzerker opened up on him, driving Zod back with twin streams of plasma and electricity, while Magma reached out and opened up a mini-volcano directly beneath Zod; the ground beneath the General's feet turned liquid, as a deadly plume of lava erupted right on top of him. Cutting off the lava-flow, Magma signalled Iceman, who let loose a sub-zero gust of frigid air, supercooling the lava and hardening it in seconds, trapping General Zod inside…

…or so they'd thought; mere seconds after the lava cooled, twin pinpricks of red appeared in it, before Zod burst out, utterly unfazed. "Hmm; perhaps you _were_ paying attention in class, after all."

Letting loose a burst of fireworks to distract Zod, Jubilee gave Wolfsbane and Scarlet Witch an opening; wolfing out quickly, Rahne raced towards the General, while Wanda fired off a barrage of hex-bolts at him. But Zod was no fool; switching to thermal vision, the General saw both the charging Wolfsbane and Scarlet Witch's attacks. Intercepting Rahne with ease, he grabbed her and tossed her into Wanda, forcing the latter to stop firing, before sending them both flying with a burst of gale-breath. As the two tried to recover, Zod stalked towards them…and was stopped by a glob of sludge that splatted across his face.

Quietly exhulting his aim, Toad felt that elation dim as two eye-dots appeared in the sludge. "Oh, great; _now_ I pissed him off."

Blob just cracked his knuckles. "Leave that to _me_, little pal!" He turned to Miss Martian. "Do it!" With a nod, K'imm telekinetically lifted Blob into the air, and sent him hurtling straight at the General; Zod had just pried the sludge off his face, when he was hit by over 300 pounds of belly-flop, sending him flying across the field. Blob chuckled. "Like I said before: it ain't the weight you got, it's how you throw it…"

But Zod was in no mood for games; rolling back onto his feet, he darted straight at Blob at deafening speeds, unleashing a lightning-fast barrage of punches, his fists literally blurring as they pummeled Blob's torso, rippling his gut with each hit. Grimacing, Blob stumbled backwards, but General Zod showed no mercy; before Fred could even blink, Zod unleashed a haymaker-uppercut combo that sent him stumbling to the side. Blob was still in motion when the General slammed into him again, unleashing a left jab to the face that drew blood…followed by another blurring attack from the right, aimed low, that knocked him into the air; still not done, Zod darted behind him, knocking him fully airborne, before flying ahead of him, slamming him back down towards earth with an overhead punch…and finishing by darting ahead again, smashing his palm into Fred's stomach, sending him hurtling back towards K'imm, who was barely able to catch him with her TK.

Storming towards his foes, Zod suddenly stopped, pain arcing across his thoughts, twisting his expression…before his gaze fell upon the Martian Manhunter. '_What's wrong, General?_' J'onn telepathically snarled. '_Do you have a headache?_'

Focusing, Zod marshalled his defences, forcing himself to remember every technique he knew to resist. '_Not as much as YOU will, Martian,_' he growled back. '_If you think psychic warfare is new to me, you're mistaken!_'

His white eyes narrowing, J'onn doubled his efforts, sending fresh waves of agony arcing through Zod's head. '_Perhaps, but can you handle a war on TWO fronts?_'

The second he thought that, Zod saw Colossus, Husk, and over a hundred Multiples charge at him, while Cannonball ignited himself, flying straight at him. Cannonball reached Zod first, forcing him to catch the elder Guthrie and re-direct him, sending him hurtling away, but the Manhunter's psychic-assault prevented him from fully focusing, causing him to lose his balance…and allowing ten Jamies to leap onto him, dog-piling him while the other ninety surrounded him. Snarling, Zod easily threw the Multiples off, but by then, Husk and Colossus had closed on him; Colossus struck first, his iron fist slamming across Zod's jaw, while the ultra-dense Paige alley-ooped off of Piotr's back, sending Zod stumbling with a drop-kick. Enraged, Zod moved to counter, but twenty more Jamies piled onto him, slowing him enough to get hit by Colossus' follow-up punch.

As he stumbled back, once more, Zod decided enough was enough; with a roar of fury, he let loose a hurricane-force burst of gale-breath, sending the army of Multiples flying, before grabbing Husk and tossing her into Colossus, sending them both staggering away. His eyes glowing red, Zod was about to finish them…

…until a crimson streak shot by, grabbing his cape and yanking it over his eyes. Snarling, Zod snapped his cape back, unleashing a sweeping eye-ray at his attacker, but the Flash simply blurred away, before coming right back with a punch at Mach-8 speeds, knocking Zod flat on his ass…while Flash came to a stop, holding his hand with a grimace. "Okay, _OW!_"

Utterly irate, Zod quickly got back on his feet, his eyes blazing as he let loose a sweeping eye-ray; recovering just as fast, Flash darted away, his manic grin back on his face. "_Man,_ you're a lousy shot..!"

Zod didn't let him finish. Lifting his foot up, he slammed it down into the ground, creating a shockwave that bounced Flash off of his feet, preventing him from escaping for a few seconds…which was all Zod needed; booming forward, he backhanded Flash savagely, sending him hurtling across the battlefield, landing near where Quicksilver had fallen.

Seeing his comrade fall, the Martian Manhunter redoubled his psychic assault on Zod, while Mystique morphed into a rhinoceros, charging straight at the distracted General, her horn levelled at him. Gritting his teeth, Zod reached out and caught the charging Mystique by the horn, digging in his heels and stopping her cold…at which point he let loose a blast of freezing-breath right in her face. A feminine scream burst from the rhino's mouth, as Mystique instantly resumed normal form, dropping to the ground, curling into a ball with shivers. Turning back towards the Manhunter, Zod's eyes glowed as he fixed an invisible heat-ray on the Martian, which instantly made J'onn wince. '_You may have a weakness of mine, Martian, but I have one of __**yours.**_'

Straining to keep lucid by the surge of intense heat, J'onn didn't dare let up for even a minute. '_Then let us see who breaks first, Zod!_'

A cruel smirk crossed General Zod's face. '_Excellent question!_' he sneered. '_I believe…SHE will!_' With that, he turned his gaze towards the fallen Mystique, his eyes blazing red…

"_NO!_" J'onn howled; racing forward, he raised a TK-barrier around his beloved, stopping Zod's eye-rays mere millimetres from impacting Mystique. Hitting an invisible wall, the stream of deadly energy splashed back on itself in mid-air, but Zod kept pouring it on, gradually pushing through J'onn's barrier. Straining against the terrible heat, J'onn put everything he had into halting that beam, but it wasn't enough – not with his energies divided by attacking Zod's mind…

As he felt the Martian's attack on his mind cease, Zod smirked as he changed targets faster than J'onn could compensate; aiming his fiery gaze at the Manhunter, the General sent his eye-ray through J'onn's shoulder before the Manhunter could raise another barrier. With a hole burned in his shoulder, J'onn howled in agony, his mind going quiet, more from the shock of the fire than from any tissue-damage. He was about to finish the Martian off, but another magnetic boulder slammed into him, guided by Polaris' aim. As Zod tried to recover, he was slammed by both a force-beam from Havok, and a fire-stream from Pyro, stunning him long enough for Sabretooth to close. "I'd have preferred to take down the runt!" Sabretooth snarled, slashing out with his claws. "But you'll do just fine!"

His eyes narrowed, Zod caught Sabretooth's hands with almost no effort. "You should have tried to fight the Cadet, mercenary," he rumbled. "At least with him, you had a chance for _mercy._" And his eyes lit up, searing Victor Creed to a charred husk. Turning towards Havok, he let loose another gale-burst, blowing him into Polaris, knocking them both down. Hearing the tell-tale _whoosh_ of Pyro's flame-bursts, Zod darted clear of the pyromaniac-mutant's blast, coming to a stop right behind him.

Seeing that titanic shadow looming behind him, Pyro gulped, turning around. "You're…you're gonna ice me now, aren't ya?"

Zod's smile was cruel. "Not at all!" he remarked, before his smile vanished. "You like fire, do you?"

His eyes flared red. "Then have all the fire you want."

Zod's eye-ray seared into Pyro's main fuel-tank, piercing through it and igniting his entire fuel-supply; flames burst out of the tank, engulfing Pyro in seconds. Screaming with pain and horror, Pyro tried to control the flames, but fear dissolved his control as the fires licked at him hungrily, while Zod watched with dispassioned interest, his arms folded. Seeing their former foe in trouble, Iceman fired a frigid burst, freezing the remnants of Pyro's fuel and quelling the flames, allowing a singed Pyro to drop to the ground, trembling.

The mildly interesting scene over, Zod was about to resume his attack when he was taken in the side by a bolt of mystic force; sent flying across the landscape, Zod quickly flipped, landing on his feet, meeting the gaze of the Lord of Latveria as he did. Zod just smirked. "For one who _claims_ to be the most intelligent sentient on this planet – which says very little, mind you – you seem to have a habit of pathological _stupidity_, van Damme."

Doom's glare was hard as he conjured two more force-bolts. "_So says the fool who expects Doom to kneel,_" he shot back. "_And remember, Zod: you now face one who has fought one of your kind to a standstill._"

Zod just laughed. "No, van Damme; I now face one who has fought a _Cadet_ – a _child_ – of my kind to a standstill!" he mocked. "By Krypton's standards, Kal-El is just _barely_ of age; on Krypton, he would still be in the Academy as a Cadet!" He smirked. "Granted, he would likely be an exceptional Cadet; I have no doubt he would be at the very top of his class…but he _would_ be in _class_, reading about strategy in _books._"

His smirk turned glacial. "_I_, on the other hand, _wrote_ those books."

Instantly, Zod was in motion, closing on Doom before he could so much as take aim, his fist exploding across the Lord of Latveria's face; Doom flew back, but quickly wove a teleport-spell, vanishing and reappearing above Zod…who heard him emerge the moment he had. Darting skyward, the General slammed Doom with an uppercut, stopping his spell-flail before he could even summon it, following with an overhead punch that sent Doom falling, and then an eye-ray as he fell. Frantically, Doom raised a barrier, but Zod simply surged power to his eyes, tearing through it like paper; Doom cried out as the beam seared across his armor, silenced briefly as he hit the earth. Feebly, Doom staggered to his feet, but Zod showed no mercy; on him in milliseconds, Zod pummeled Doom with a lightning-fast barrage of punches, denting and cracking his armour with almost no effort, finishing with a savage headbutt, and then a cruel push-kick that knocked Doom across the field.

Once again, Doom struggled back up, while Zod stalked towards him. "Have your feeble brains _grasped_ it, yet?" he thundered. "Your cause is hopeless; in the theatre of war, Zod is _invincible!_"

He hadn't noticed Doom reaching for his communicator as he kept going. "If you wish to survive, then you will kneel before..!"

He was cut off as a cluster of air-to-air missiles blasted into him; shrugging off the blast, Zod scowled, looking up to spot the Latverian Fleet, including the massive flagship, make a run for him. His tone turned _murderous._ "_As you like._" He tapped his Command Module. "Sentrius: deploy _Kolth Sur'onon_; equip it with an additional 24-unit squadron of _Hunter_-Class Drones, and a 6-unit squadron of _Defender_-Class Drones."

By then, the last of the sinews in Logan's face had stitched back together; sitting up with a groan, he was just able to catch Zod's command. ""Colt Surnan"?" he repeated. "What the heck does _that_ mean?"

Iceman was wary. "Wait…guys, didn't Ron mention hearing something like that?"

Berzerker blinked. "Yeah; I think he said it was up at the North Pole, where Big Blue brought out…a…great…big…_HOLY..!_"

Iceman flinched. "Guys, we have to clear out, _now!_ Zod's bringing in a..!"

The second he spoke, a multi-coloured vortex appeared above them, emitting a teleporter beam…which deposited a single, basketball-sized crystal sphere on the ground before them.

Recovering, Sabretooth snorted with laughter. "That's _it?_ You wimpy runts are getting bent out of shape over _that_ dinky little..?"

And then the sphere started to _grow._

Energized by the sun – even the dim sunlight of the Latverian sky – the sphere added mass to itself, shooting up over a hundred feet tall, morphing into a sphere-bodied, sphere-headed, crystalline, spider-legged _horror_, with a single yellow eye that glared at them…before turning _red._

Sabretooth's laughter stopped.

Iceman just gulped, remembering hearing the X-Men talk about the first time they'd faced Sentinels…and now they were facing something much, much _worse._

Magma could barely whisper. "J-Jupiter, be _merciful…_"

Cannonball wasn't much better. "Th-That's the…the "War Bot" that Superman used, up north?" he murmured. "W-What'd he call it?"

Iceman closed his eyes. "_Old Grouchy._"

High above them, the Latverian ships altered course, making an attack-run on the colossal WarBot, firing off salvo after salvo of missiles…which simply spanged against Old Grouchy's shields, rippling them and illuminating them for mere moments, doing no damage. Apparently angered, the deadly monstrosity turned its head skyward, popping an enormous weapons-turret out of one of its hip-joints, aimed up, and fired a single, massive plume of neon-green energy; the lethal ion-blast streaked through the sky, incinerating Latverian drones in its wake, before impacting the massive flagship and blasting a _castle-sized_ hole in its ventral hull directly amidships, sending the flagship careening out of the sky, to crash-land far off in the distance. With the rest of the Latverian navy in chaos, Old Grouchy summoned its own air-fleet; instantly, 24 sleek _Hunter_-Class Attack Drones budded off of its torso, their torpedo-shaped frames morphing into three-pronged claws as they darted into the air, chasing down Doom's forces with impunity.

With Doom's forces occupied, the WarBot turned its positronic gaze towards its ground-bound targets. Feeling dread grip him, Magneto turned to Polaris. "Lorna! With me!" Quickly, Polaris darted to her father's side, as they both reached out their electromagnetic fields, taking hold of the magnetic boulders once more and sending them hurtling at Old Grouchy like cannonballs.

Seeing their tactic, Zod was already one step ahead. "_Kolth Sur'onon:_ deploy Polaron Field-Generator; match polarity, maximum resonance!"

At once, Old Grouchy responded, raising two large, crystal pylons from the center of its torso, which instantly began to crackle with blue-white electricity. This energy quickly expanded into a large bubble, overlapping perfectly with the WarBot's shields. Propelled by Magneto and Polaris, the magnetized rocks shot towards the deadly automaton…but the very moment they contacted the Polaron Field, they were repelled violently, to shoot right back at them. Seeing Wolverine gesture to him, the recovered Martian Manhunter quickly caught on to his plan; grabbing Wolverine telekinetically, J'onn hurled him into the air, on a collision-course with Old Grouchy's head, claws first.

Wolverine's arc would have only taken two seconds to get him to his target…but as far as Old Grouchy was concerned, it might as well have been two _years._ Its processors whirring at quantum speeds, the WarBot identified Wolverine as a hostile, calculated his trajectory, and determined him to be a significant threat, all in the span of nanoseconds; popping a smaller weapons-turret out of its midsection, Old Grouchy fired off a blistering salvo of rapid-fire lasers, searing chunks out of Logan's flesh, before locking onto him and firing a homing plasma-torpedo, blowing him out of the air.

As a charred Wolverine toppled to the ground, Sunspot let loose with a plasma-surge, while Magma sent her powers into the earth under Old Grouchy's spidery legs; unphased by Roberto's assault, the WarBot turned towards him, its shields shrugging off the hits, as its targeting-sensors started locking on…before its proximity-alert went off, indicating an extreme temperature-shift beneath it.

Keeping her focus on the ground, Magma pulled the second lava-geyser up through the earth, right under Old Grouchy's feet. Already, the ground was turning soft; in just a few more seconds, the robotic monster would be buried under tons of molten rock…

Firing a dark purple beam down into the ground from its underside, Old Grouchy pulled its midsection downwards, its legs compressing as it did…before releasing the beam; like coiled springs, the WarBot's legs expanded, propelling the colossal machine into a full, 200-foot-plus leap, clearing the soft ground _just_ before it turned molten. Pulling its legs into itself, Old Grouchy morphed into a huge crystal sphere as it hit the ground, rolling several feet before popping its legs out, standing back up, utterly unphased.

Magma was too dismayed to even speak, so Jubilee did it for her. "This thing _JUMPS?_"

The most recent attempt to destroy it just made Old Grouchy even _grouchier_, its eye glowing an even brighter red, as it projected two crimson targeting beams, which settled over Sunspot and Magma; its targets chosen, the crystalline plating directly beneath its eye slid up, revealing what _looked_ like some kind of speaker, or amplifier.

Grimacing with horror, Iceman darted in front of his teammates, raising a massively thick wall of ice between them and Old Grouchy, followed by another, and another, and then two more, hoping it would be enough…

_SSSHHHKKKRRREEEEEE!_

Iceman, Jubilee, Magma, and Sunspot all winced as that agonizing electronic screech filled the air, accompanying a wall of sonic force that would have made Siryn's face turn _green_ with envy; with almost no effort, the WarBot's sonic weapon ripped through each and every one of Iceman's frozen barriers, sending the four of them flying through the air, to land hard, out cold.

With a cold chuckle, Zod turned his gaze from the main battlefield back towards the now-shocked Doom. "You look dismayed, van Damme!" he sneered. "Why, after all the effort you put into trying to pilfer our technology, you would appreciate seeing at work up-close! That _is_ why you tried to subvert my godchild, isn't it?"

Ignoring Doom's glower, he continued, his tone going hard. "Or perhaps you are only _now_ beginning to realize just _who_ it was you trifled with, _human,_" he spat. "You thought to subvert your _rulers_, a mistake that will _cost_ you."

Doom stood back to his full height. "_Doom understands __**perfectly**__, Zod,_" he snarled. "_It is YOU who will begin to learn who you trifle with!_" With that, he clapped his hands together, focusing his power into the ground; mirroring his gesture perfectly, two slabs of earth popped up on each side of the General, and smashed into him, allowing Doom to blast the rock-mass apart with a bolt of etheric lightning, sending Zod hurtling across the field. Teleporting after him, Doom slammed him with a firebolt, knocking him airborne. "_Doom kneels to NO-ONE, Kryptonian!_" he thundered. "_It is Doom who holds the answer for this planet!_" He punctuated that roar with another lightning-flail, knocking Zod back down to earth; doing a flip, Zod landed on his feet, tapping his Command-Module as he landed. Doom was hot on his tail, touching down with another spell-bolt ready to throw. "_You DARE to think that Doom would EVER submit to any lesser being?_"

Doom had just pulled back his arm for a throw when six large, white-crystal, spherical units flew off of Old Grouchy's midsection, flitting towards the General, racing ahead of Doom's shot to encircle their master, raising powerful force-fields; Doom's spell-blast spanged harmlessly against the resulting shield-sphere now encircling Zod, who smirked. "_Defender_-Class Drone, van Damme; the stronger cousins of the _Interceptor_-Class, used to defend sensitive targets."

Doom's eyes narrowed. "_You cower from Doom behind these toys?_"

Zod laughed. "They're not supposed to protect me from _you_, van Damme; I don't fear _you_, one bit!" he sneered. "They're supposed to protect me from _him._" Once more, he tapped his Module, generating a holographic targeting reticule, before he pointed it at Doom, illuminating him. "_Kolth Sur'onon:_ deploy Plasma Stream-Cannons."

Turning away from its previous targets, Old Grouchy stomped towards Doom, extending two large crystals from its underside, which morphed into equally large cannons, as its targeting sensors locked onto Doom. The very second it had stomped into range, Old Grouchy opened fire with its Stream-Cannons, spraying twin streams of deadly molten energy at Doom, like terrible flamethrowers. Raising his mystic defences, Doom let out a cry of exertion as the plasma-energy gnawed at his barriers, eating them away, while excess plasma splashed back, colliding against the _Defenders'_ barrier, which didn't even shake Zod's smile.

As the WarBot kept spraying plasma, Doom was forced to his knees, barely keeping the barrier up; at his stamina's limit, he teleported away, but Old Grouchy wasn't fooled – tracking Doom's energy-signature, it locked onto him just as he was emerging, and fired a plasma-torpedo, blasting him out of the sky. Landing flat on his back, Doom could only watch as the WarBot stomped towards him, to finish him off, but Zod simply raised his hand, stopping its advance with a gesture. Waving the _Defenders_ away, General Zod walked to the fallen Lord of Latveria. "You were wrong about another thing, van Damme; I did _not_ expect you to kneel, nor did I care if you did," he said, his eyes starting to glow. "For yours and Lensherr's crimes against our people, you will _not_ be allowed to threaten New Krypton…"

But before Zod could fire, he was sent flying by an invisible force-bolt and a blast of flame. Rolling back, Zod quickly got back up…and found the Fantastic Four standing before him.

Johnny groaned. "_Tell_ me we didn't just _save_ Vic von Doom."

Reed kept calm. "Victor may have a lot to answer for, Johnny, but that doesn't mean he deserves to die."

Ben looked nervous. "Maybe, Stretch, but did we _have_ to do it while Zoddy here has a gi-freakin'-normous robot at his beck an' call?"

As if to emphasize Ben's point, Old Grouchy projected four more targeting-beams, settling them over the Four's hearts, readying its sonic weapon, until Zod raised his hand to stop it. "_Kolth Sur'onon:_ stand down," he ordered. "Disengage current targets, and return to battlefield; I will deal with them." For a moment, the WarBot was still, until it turned and stomped away, while the _Defenders_ flew back to it, re-docking with Old Grouchy. Turning his gaze to the Four, Zod sighed. "You mean to stand against Zod for the sake of a known _enemy?_" he asked, incredulous. "Merciful _Rao…_I'm beginning to see where the Cadet observed such counter-productive altruism…"

Sue chuckled. "Thanks!"

Zod's good humour vanished. "You are serious, then?" he snapped, lifting his boot under Doom's back, and kicking him away. "Very well; if you wish to beat yourselves bloody, who am I to stop you?"

The Thing's eyes were hard above his savage grin, as he cracked his knuckles. "The only shmuck around here who's gettin' a beating hung on him is _you_, Zoddy…_'cause it's CLOBBERIN' TIME!_"

With that, the Thing rushed right at Zod, unloading a haymaker, but the General simply ducked under it, thrusting his shoulder forward to stop the Thing's momentum, before following with a savage backhand, sending Ben hurtling back. Having anticipated Zod's counter, Mr. Fantastic stretched himself ahead of his comrade, turning himself into an elastic barrier; the Thing plowed into Reed, stretching his torso, which snapped back, cannonballing him right into Zod and knocking the mad Kryptonian for a loop. Seeing Zod stumbled, the Invisible Woman let fly a pair of force-bolts, which cracked solidly into Zod's jaw, knocking him flat on his rear…for about two seconds.

Seeing his chance, the Human Torch took it. "_Flame on!_" igniting himself, the Torch blazed around General Zod, peppering him with one flame-blast after another. Annoyed, Zod inhaled deeply, and exhaled once the younger Storm sibling was in his sights, blowing out the Torch's fire and sending him skidding across the ground. Zod was about to close and finish him off, but the Thing put a stop to that, quick enough; stomping forward, Ben slammed Zod with an axe-handle, followed by an uppercut, but the General countered the second attack, reversing it and smashing his fist into the Thing's gut, doubling him over enough to slam his knee into Ben's face, knocking him clear off the ground.

His annoyance turning to anger, Zod readied a finishing blow, but a ball of living elastic smacked into his face, stunning him; catapulted by Sue's force-pulses, Mr. Fantastic compressed himself into a ball, slamming into the General, before ricocheting off a nearby rock – exactly as he'd calculated – and flying back at him. Opening up, he stretched himself into a living net, snapping around Zod and trapping him inside. "Ben, Johnny, I've got him! If you can just – _AAAAAARRRGGGHHH!_"

Reed's shout turned to a howl of agony as a fiery red, glowing dot appeared in his torso…right where Zod's head was. Sue was frozen with horror. "_Reed!_"

Limp with pain, Mr. Fantastic could put up no fight as Zod ripped him off of him, utterly _enraged_, now. "My patience with you _primitives_ is growing _thin!_" he snarled. Grabbing Reed, Zod shook him and threw him like a bola, wrapping him around a rock, before closing on the Thing. Still dazed from Zod's last attack, Ben could barely block as Zod levelled him with a left jab, followed by a right hook, both of which echoed like thunderclaps. Ben wobbled backwards, but the General was on the _offensive_, now; out for blood, Zod closed again, his fists blurring as they hammered the Thing's torso, finishing with a haymaker that _rippled_ the air. As Ben went rolling back, Zod just sneered. ""Clobbering time," indeed."

Stricken, Sue helped Ben stagger to his feet. "Ben, are you okay?"

Ben coughed, the orange rock of his chin stained with trickles of red. "Dunno, Susie," he slurred. "M'feelin' funny; can't get m'breath right…"

Sue paled, both from the realization that Ben might be bleeding internally…and the realization that Zod was still coming. His eyes narrowed, the General stalked towards them, not even out of breath…but before he could attack, a fiery streak plowed into him, driving him skyward. Irate, Zod easily broke free of the Human Torch's grasp. "Fool brat!" he snarled. "You cannot hope to defeat me, least of all in the air…_arrggh!_"

Zod's hand had been up to strike when the Torch lit up a hand-flare, blinding him enough to flit behind him, locking him in a reverse-choke. "_Sue! Put up a big bubble!_" he shouted. "_I'm lighting this ass UP!_"

Sue gasped. "Johnny…"

"_DO IT!_"

Taking a deep breath, Sue raised a massive field-bubble around her brother and the General, holding it together as much as she could. Sensing the General regaining his balance, Johnny held on tight, focusing every _ounce_ of energy he had…and letting it out, all at once.

"_**Flame ALL THE WAY ON!**_"

Like a thermite flare, the space within the field-bubble lit up with deadly light, the air within the bubble instantly igniting from the huge surge in temperature. Wincing, Sue strained against the surge of her brother's energies, holding it together with all she had…

…until finally, she saw the light start to dim, and let go; like a massive backdraft, the flare let loose a massive explosion, sending a weakened Human Torch – dimly lit, with barely enough energy to stay aloft – hurtling free of the black cloud he'd left behind. "And _that…_is how we do things…in New York!" Johnny panted. "Let's see you…walk away…from _that_ one, Big Z!"

Only silence answered Johnny's taunt, prompting Sue to let out a relieved sigh…until she saw the smoke start to clear.

As the fumes from the Torch's last-ditch attack wafted away, a silhouette became clearer in the middle of the cloud. Johnny's eyes went wide. "No _way…_"

Floating in the middle of the smoke-cloud, utterly unphased save for sooty residue smudging his face, was General Zod, his eyes narrowed, and his arms folded angrily.

Johnny shook his head. "There is no freaking _way_ that _anybody_ could have survived that!" The General did not answer; he simply floated towards the Torch, who was too shocked to react, and grabbed the collar of his uniform.

"Flame _**OFF.**_"

With that dismissing order, Zod inhaled, and unleashed a massive gust of freezing-breath at point-blank range. Johnny howled in pain, his fires flash-frozen to extinction, replaced by scales of ice, his skin turning blue with the cold. Smirking with cold satisfaction, General Zod simply let go, allowing the Torch to fall back towards the ground.

Frantic, Sue raced towards her falling brother, shooting a force-field ahead of Johnny's fall, gradually slowing him and then catching him, easing him down next to her. "Johnny, are you okay?"

Johnny could barely talk through his shivering. "S-S-Susie?" he whimpered. "I-I'm c-c-c-cold…"

Desperate, Sue pulled her baby brother into a hug, trying to warm him up. "Johnny, you've got to flame on; that'll thaw you out!"

"I-I c-c-c-can't…"

Sue was about to urge her brother otherwise, but the tremble of Zod's boots hitting the ground drew her attention towards the mad General as he stalked towards her. Standing up, Sue's first instinct was to go invisible…but judging from the electric-blue glint of Zod's eyes, she knew it would be pointless.

"There is something that I still do not understand, human," Zod commented, indifferent to Sue's hypothermic brother quivering behind her. "You and your comrades knew perfectly well what we and our technology were capable of, yet you still came." He tilted his head, motioning towards the dazed Ben, and the stunned Reed. "Their motivations – foolish though they were – were clear, but yours is a mystery to me." His eyes narrowed. "Kindly explain, Storm-Richards, why you would be so _reckless_ as to endanger your children's _lives._"

Sue went stock-still. "_W-W-What?_"

Zod arched an eyebrow. "Well, you _knew_, didn't you?" he snapped. "You carry _twins:_ one male, one female."

Sue could only gasp, her hands flying protectively to her belly.

Zod sighed. "You did not."

Sue's lower lip quivered. "P-Please…please, _don't…_"

"Zod is no raving butcher, female; I will not annihilate children _in utero_, unless absolutely necessary," Zod said idly. "You wish for your offspring to survive? Then they – and your comrades – may do so."

His eyes narrowed. "Provided that you _kneel._"

Sue felt tears of horror leak from her eyes. The thought of kneeling to this madman – who was clearly worse than Doom had _ever_ been – was beyond _unthinkable…_but if she _didn't…_

She had not one, but _two_ extra little lives counting on her, plus those of her family…all of who Zod would clearly destroy without hesitation, before turning those killing eyes on her and her babies…

Slowly, tearfully, hating herself every _second_ that she did, Sue started to lower her knees…

"_NOOOOOOOOOO!_"

The despairing shout of her husband startled Sue back upright, while drawing a surprised Zod's gaze to the rear; marshalling everything he had, Mr. Fantastic shot his stretched hands towards the General, grabbing him and yanking him off his feet, whirling him around and slamming him into the ground. Unphased, Zod darted back to his feet, thundering towards Reed at terrible speeds, slamming him with an uppercut, but Mr. Fantastic simply balled himself up, bounced off the nearby rocks, and crashed back into Zod. Angered further, Zod slammed Reed in the stomach with a punch, but the elastic man simply re-directed that momentum into a downward swing, smashing Zod with a double axe-handle strike. Snarling, Zod decided enough was enough; grabbing Reed by the neck with one hand, he stretched Mr. Fantastic's neck with the other, before stepping on his neck, stretching it even further. "I give you and your kind a chance – I offer _mercy_ – _and THIS is how I am repaid?_"

Reed coughed. "You mean, we're supposed to be _grateful_ you're putting our planet under your heel?"

"You would not even _HAVE_ a planet, had it not been for Zod, you ungrateful savage!" Zod exploded, throwing Reed away in disgust. "So remember this: if you live today, human, it is _only_ because Zod _deigns_ it so!" With that, he stomped away, deciding to no longer bother with them.

After leaving its commander to deal with the Four, Old Grouchy stomped towards Scarlet Witch, who unleashed a torrent of hex-bolts…but just like the one time she had faced Superman in battle, her hexes just couldn't get a grip, as they simply spanged against the WarBot's shields, prompting it to settle a crimson targeting beam over her heart. Stricken, Wanda moved to run…until she heard something.

"Wanda…help…"

Turning, Wanda was horrified to see the form of her twin, his chest armour shattered, revealing an ugly, blue-black bruise across his chest, while red leaked from his mouth. "C-Can't…move…" he whimpered. "Think…something's _busted…_gut hurts _awful…_"

Quickly, Scarlet Witch ran to her brother, helping him to his feet, doing her best to ignore his cries of pain – if she didn't move him, he was as good as dead, anyway – and started to hurry away…

…but Old Grouchy was already upon them both, its colossal legs covering more ground than they could ever _hope_ to, fixing a second targeting-beam over Pietro. Desperate, Wanda saw the Flash get back up, still dizzy from his last encounter with Zod. "Flash, _get us out of here!_"

Doing a quick double-take at the sight of Old Grouchy, Flash was instantly in motion; grabbing hold of Wanda and her brother, he zipped them both to the side, just managing to evade Old Grouchy's sonic weapon. Keeping its sensors locked on its fleeing targets, the deadly automaton flipped up a weapons-turret, and opened fire with a lightning-fast barrage of lasers, trailing millimetres behind Flash's feet…until Old Grouchy led its shots just ahead of Flash, blasting the ground he was stepping on and sending him flying. As Flash skidded along the ground, Wanda and Pietro went tumbling – Wanda landed flat on her rear, while her twin landed on his shoulder, letting out a gasp of pain. Getting back up, Scarlet Witch raced to her brother's side, to get him clear, but it was too late; Old Grouchy was already upon them, locking targeting-beams back on their hearts again as the colossal WarBot readied another sonic blast at point-blank range. There was no way it could miss, this time…

…but as Old Grouchy prepared to fire, the ground beneath its two front feet suddenly shot up, spoiling its balance and wrecking its aim. At first, Wanda was confused, until she saw the enraged form of her father touch down next to her, his eyes wild with fury as he kept his hand trained on the ground. "_You will NOT harm my children!_" he roared. Ignoring his anger, Old Grouchy readjusted its balance, enough to push its front legs through the iron-rich earth, stabbing towards Magneto, who simply lifted up the ground-slab more, spoiling the WarBot's balance, yet again. Old Grouchy readjusted a second time, before pulling its legs back for one last stab…

With a roar of exertion, Magneto pushed the earth-slab up as high as he possibly could, bucking it like a rodeo bronco and tossing the mega-machine clear off. Sailing through the air, Old Grouchy's legs flailed frantically…and then pulled back into its frame, assuming ball-mode once more, shaking the ground as it bounced to a stop. Once it stopped, instead of returning to normal, it rolled straight at Magneto, bearing down on him like a boulder. In desperation, Magneto hurled chunks of magnetized earth at the deadly machine, but it didn't even slow down; it just kept coming straight at him. Nothing could stop it.

"_Kolth Sur'onon:_ stand down!"

At that one command, Old Grouchy came to a perfect, gyro-stabilized stop mere inches from Magneto and his children, uncurling from ball-mode and standing back up, its red eye turning yellow. For a moment, Magneto was confused, until Zod calmly walked under the WarBot, heading towards them. "A decent effort, Lensherr, but you must have known it was pointless."

Magneto just glared at him. "I will be _dead_ before I submit to another racist tyrant, Zod!"

Zod arched an eyebrow. "You refer to one Adolf Hitler, I assume." His tone was flat. "Your comparison is inaccurate, human. Your Hitler's claim to supremacy was based on pseudoscience, whereas Zod has the might of an entire _civilization_ behind him."

He smirked darkly. "And second, despite his delusions, he had an even playing-field when fighting his opponents; against Zod, the field is anything _but_ even." With that, he tapped his Command-Module. "Sentrius: recall _Kolth Sur'onon._"

At once, Old Grouchy's positronic eye turned a bright green, letting out a high-pitched, crystalline-sounding tone; having made mincemeat out of the Latverian air-fleet, the squadron of Attack-Drones flew back to the WarBot, docking with it, before Old Grouchy began to shrink, retracting in on itself, until it was a basketball-sized crystal sphere, once more. The vortex that had sent it appeared again, sweeping a teleporter wave over it and taking it away…but this time, it did not vanish.

By then, all the others were, mostly, back on their feet; seeing the vortex, J'onn's eyes went wide. "_RUN!_" he shouted. "_Everyone, get clear!_"

As the entire group ran for the hills, Zod chuckled. "So, you've finally learned!" He tapped his Module, once again. "Sentrius: deploy ZSP! Target my present location!"

"_Acknowledged, General: forty-five seconds to Projector deployment. Please evacuate the target-zone._" Nodding, Zod quickly darted into the sky, blurring across the horizon…seconds before a tiny magenta dot flitted out of the vortex, which closed the very next second.

Everyone was miles away when the singularity touched down, expanding into a violet-black ravenous mouth, pulling them back with terrible force. Marshalling his last ounces of energy, J'onn raised a TK bubble around the others, which was supplemented by a weary Sue and a battered Doom. Even this wasn't enough to stifle the deadly gravitational pull, prompting Magneto to pull walls of magnetized earth up around them…which were gradually sucked away by the singularity's terrible hunger…

…and then finally, the singularity collapsed in on itself, its hunger sated, leaving a spherical crater in its wake. Safe for the moment, J'onn, Sue, and Doom all released their barriers, nearly sagging with exertion. Looking grave, Toad walked up to Wanda, still holding her brother. "How is he?"

"Zod _rammed_ his fist into Pietro's stomach, Todd; how do you _think_ he's doing?" Wanda murmured, turning a bit of mild irritation on her twin. "What were you _thinking_, Pietro? Did you think that Zod was going to just ignore your big mouth like Superman did?"

The Thing coughed. "Yeah, that guy's got one _serious_ mean-streak."

Logan fingered his newly-regrown hair and scalp. "No kidding."

"But why'd he stop?" Iceman asked. "He…he had us dead to rights, and then he just bailed? What's he _doing?_"

"I believe I know," J'onn said. "For a moment, I could sense his thoughts; Kal was right about Zod's plan. He's trying to establish a beachhead."

"How?" Iceman persisted. "By sucking Earth into the Phantom Zone, one piece at a time?"

J'onn's tone was grim. "No, Bobby; by pulling something _out_ of it."

XXXXXXXX

_Wakanda, a few minutes earlier_

Shining high over the verdant Wakandan grasslands, the sun lit up the brilliantly blue sky, turning the grasses shimmery with gold, but Superman couldn't find it in him to enjoy the scenery.

Not with what had happened, today.

Seeing a familiar flash of light, Superman turned towards Leap as she emerged from her teleport, accompanied by Black Bolt, Medusa, and Crystal. Following him, the rest of their team – Power Girl, Krypto, Ms. Marvel, Black Panther, and Bruce Banner – walked over to the new arrivals. Seeing them, a grave-looking Black Bolt sketched his query in the air, as Medusa translated. "Is it true?"

His own face just as grim, Superman nodded. "I'm afraid so, Your Majesties; General Zod has betrayed us."

At that, Krypto let out a whine. Black Panther managed to keep his cool. "And he is coming here," he said. "Why?"

"It's part of his overall strategy," Superman answered. "He needs to open up two more Phantom Zone singularities – one here, and one in Latveria – before he heads out into the Atlantic."

Leap blinked. "Okay…_why?_"

"The Ber-Om Effect."

Now it was Crystal's turn to blink. "And what is that?"

"Ber-Om was one of the scientists who first discovered the Phantom Zone; in one of his experiments, he determined that multiple singularities, when opened in sufficient proximity to each other, leave a residual energy in sub-space," Superman explained. "When another singularity is opened in proximity to these residuals, it amplifies the singularity's own energy."

Power Girl gasped. "And Zod's been opening singularities left and right!"

Bruce spoke up. "He's going to open up a super-singularity?" he asked. "To what end..?"

"We can worry about that later!" Ms. Marvel said. "Our satellites are tracking him leaving Latveria; he's on his way here!"

Black Bolt's face was firm as he gestured, while Medusa voiced his question. "You had a plan?"

Superman nodded. "No matter what, we _cannot_ allow Zod to deploy another singularity," he said. "As he approaches, Power Girl, Krypto, Ms. Marvel and I will engage him in the air and ground him; once he's down, we keep him there long enough for Dr. Banner to introduce him to his _better_ half."

Bruce chuckled grimly. "I'm sure the Hulk is looking forward to it."

Superman kept going. "After we let the Hulk have a few rounds with Zod, then we let Black Bolt step in," he said, before he turned to the Inhuman ruler. "Sire, I realize this is a lot to ask of you…but when I give the signal, I want you to _yell_ at Zod."

Black Bolt went pale, as did Medusa. "Superman…Kal…do you _realize_ what you are _asking?_"

"Believe me, I do," Superman replied. "If there were any other way, I wouldn't ask, but we've been throwing everything we've _had_ at Zod; we have to take him _down._" His expression turned firm. "Sir, when we get Zod into position, I want you to look at Zod and _yell his HEAD off._"

Leap gulped. "Okay…and if _that_ doesn't work?"

"At the very least, he'll be weakened," Superman said. "King T'Challa, can you have your air force ready a strike? As soon as Black Bolt yells, if Zod's not down, we'll need to _paste_ him!"

The Panther tapped his communicator. "Our pilots are already standing by."

Nodding, Superman suddenly paled. "He's coming," he murmured. "He's a few miles away; he'll be here in seconds!"

Power Girl took a deep breath. "Then we need to move!" With that, she, Superman, Krypto, and Ms. Marvel went airborne, flying towards the approaching General.

Mere moments after breaching the cloud-barrier, Superman heard the sonic boom of Zod's approach…but as soon as he heard it, the boom dissipated. Pausing in his flight, Superman darted around, trying to spot him, his vision flashing through X-Ray and thermal tracking, finding nothing. "He's using his ice-breath to mask his heat-signature!" he shouted. "Krypto, sniff him out!"

Zipping up to float next to his master, Krypto rapidly sniffed the air…and started snarling in one direction. The other three quickly got the idea, letting loose a barrage of eye-rays and force-blasts; instantly, Zod darted out of the cloud-formation he'd hidden in, rocketing through them at Mach-speeds, knocking them off-balance with his shockwave. Recovering fast, Ms. Marvel peppered Zod with her force-blasts, but the General evaded every single shot as he flew at her, releasing another ice-cloud around himself, masking his approach; Carol never saw Zod coming until his fist rammed into her stomach, knocking the breath out of her.

As Ms. Marvel tumbled towards the ground, General Zod turned his malevolently dark eyes towards Power Girl, closing on her faster than anyone could blink; Power Girl tried to slam him with her eye-rays and light-bolts, but Zod dodged every one, his fingers closing around her throat. "Now, then, wench," he snarled, "as I was saying when we last met, I do _not_ approve of – _AARRRGGHHH!_"

His insult was cut off as the Superdog's teeth sunk into his arm, forcing him to release a gasping Power Girl. Snarling, Zod managed to shake Krypto off of his arm…right before Superman tackled into him, flying downwards at speeds too fast for even Zod to react.

_**BOOOOOM!**_

Superman and Zod hit the ground with thunderous force, cratering it; getting back on his feet, Zod shook his head to clear it. "Decent effort, Cadet," he noted, "but with a considerable lack of foresight; perseverance aside, what has changed to make you think _this_ engagement will end differently?"

Standing up, Superman chuckled. "That's easy!" he answered, grinning. "_This_ time, you have something _else_ to worry about!"

Zod laughed. "Oh, really? Do tell, Cadet: what could _possibly..?_"

"_BLACK-CAPE MAN BAD!_"

That booming voice startled Zod silent, causing him to look up at the towering green behemoth looming over the edge of the crater, his eyebrow arched.

Superman's grin darkened. "_He_ could."

With a snarl of pure rage, the Hulk leapt down into the crater with a downward punch that could have _pancaked_ Zod, had he not blocked it. "_HULK SMASH BAD CAPE-MAN!_" Hulk roared again, slamming his free fist into Zod's gut, sending him rocketing skyward, to land miles away. Smashing into the ground, Zod got back up, coughing, trying to catch his breath, but he never had the chance; crouching low, Hulk sprang into a massive leap, coming down right on top of the General, smashing him into the ground.

Looking down at his feet, Hulk spotted the hole Zod had made in the earth, but there was no sign of the mad General, until the ground began to shake, as Zod burst out of the ground behind the Hulk, his eyes blazing red with fury, unleashing a colossal eye-ray at his foe. Turning, the Hulk howled in pain as the sun-hot energy blazed across his chest, turning it black with burns; as the ray dimmed, the Hulk dropped to his knees…and then got back up, his burns already starting to mend, roaring at Zod and coming straight at him. Grimacing, Zod dug in his heels to catch Hulk's charge, but the Hulk plowed into him, pushing him back with ease as he barrelled through a nearby boulder, which caused Zod to trip and get stampeded by the Hulk. Grabbing the fallen Zod's cape, Hulk lifted him up and smashed him into the ground, once, twice, three times, like a child playing too roughly with a toy, before grabbing him with one hand and smashing his face with one punch after another.

Snarling with fury, Zod let loose a burst of ice-breath into the Hulk's face, stopping his fifth punch cold and breaking free. While the Hulk pawed at his frozen eyes, Zod unleashed his wrath, pummeling Hulk in the chest with a barrage of piston-fast punches, each one hard enough to _liquefy_ human bone, followed by an uppercut that knocked him airborne. Shooting ahead of his foe, Zod punched him back down to the ground, with enough force to leave another crater. Hulk tried to get up, but Zod rocketed into him, kicking his feet out from under him as he batted Hulk back and forth like a badminton shuttle, finishing with a double-heel kick that smashed him back into the ground.

Landing hard, Zod visibly trembled, both from exertion, and pure _rage._ "Sentrius," he rasped into his Command Module, "prepare to deploy Zone Singularity…"

Power Girl never gave him a chance to finish; darting out of the sky, she let fly a pair of light-blasts, knocking Zod off of his feet. Recovering quickly, Zod countered with a burst of gale-breath, knocking her out of the air. He was about to charge at her, but Leap quickly appeared next to her fallen comrade, teleporting them both out of the way. Coming to a stop as Leap and Power Girl evaded his grasp, Zod was sent flying as a pillar of earth erupted beneath his feet. Once Zod hit ground, Crystal focused again; instantly, her earth-pillar split open, spraying a stream of water – drawn from an underground spring – into Zod's face, freezing solid as it hit. With another mental command, the water sublimated into gas, splitting into hydrogen and oxygen…which easily combusted.

The resulting explosion sent Zod flying once more, stumbling into the grasses. Getting up, Zod was about to fire his eye-rays, but he was forced to dodge a pair of incoming vibranium knives. As Zod evaded the blades, a dark blur shot out of the grasses, moving like some terrible jungle predator; closing on Zod in seconds, Black Panther slammed the General with a low palm-strike to his abdomen, flipping around to kick Zod away before the mad Kryptonian could counter. Off-balance but unhurt, Zod angrily whirled around to punish the fool who dared strike him…

…but his back-fist hit only air; like his namesake, the Panther had vanished into the grasses. "Bad tactics, King of Wakanda," Zod snarled. "I had initially thought your people a model; an example for the rest of these savages to follow!"

T'Challa's calm voice answered him. "No man, woman, or child of Wakanda has ever knelt to a foreign power, General, no matter _where_ they come from." His voice hardened. "What's more, you have already _assaulted_ Wakanda's future Queen, today…and that is _unforgivable._"

Tracking the Panther in seconds, Zod fired an eye-ray, burning the grass until it hit T'Challa's location, but the Black Panther was already gone, running low, hiding beneath the grass until he pounced on Zod from behind, sending him stumbling, before vanishing into the foliage, once more. Roaring angrily, Zod let loose a wide-field eye-ray, incinerating the grass around him, and exposing the Panther's location; before the Panther could react, Zod unleashed another gale-burst, blowing him back. T'Challa landed hard, but was back on his feet in seconds. Zod was about to charge and finish him, but a blur of deadly green bulk intercepted him. "_BAD CAPE- MAN MAKE HULK ANGRY!_" the Hulk roared, back at full power. Plowing into Zod, Hulk knocked him airborne with an uppercut, leaping up to intercept him with a drop-kick, stomping him back down into the ground. Snarling with what breath he had, Zod twisted out from under the Hulk's feet, unleashing a side-kick as he did, smashing Hulk's knee. The Hulk roared with pain, but that turned to more rage; his knee mending in seconds, Hulk kicked Zod away with his good leg, sending him flying over 50 feet.

Landing flat on his back, Zod got up again. "Your rage _fuels_ your power," he observed. "Very well, then; I suppose a change in tactics is in order! If I cannot smash the war-machine, I'll cut off its fuel-supply!" Darting straight at the Hulk, Zod ducked under his punch, and zipped behind him, leaping onto his back, and pinning him with a choke-hold, holding on for dear life. Roaring with fury, Hulk tried to grab him, to throw him off, but Zod didn't let go. His rage _building_, Hulk leapt backwards into nearby boulders and trees, trying to force him to break his grip; Zod merely shuddered…and held fast. The Hulk roared again, but now his roar was quieter, his motions growing more lethargic. Desperately, he reached behind him, fumbling to catch hold of Zod, but the General inched away from Hulk's hand…until the Hulk dropped to his knees, and then toppled forward, his adrenalin-soaked, gamma-irradiated brain going quiet, its supply of oxygen shut off.

As the Hulk passed out, Zod released him, catching his breath…and was immediately set upon, his arms being pinned behind him. Catching the General in a double arm-lock, Superman turned to Black Bolt. "_NOW_, Your Majesty! Let him _HAVE_ it!"

Black Bolt was horrified, but not as much as Power Girl. "Kal, you're in the way! If he yells…"

"_**DO**__ IT!_"

Black Bolt and Medusa looked at each other; at a nod from her husband, Medusa embraced him from behind, digging her hair into the ground, rooting herself deeply into the earth – hopefully enough to keep Black Bolt steady. "Everyone, get _clear!_" Medusa shouted. "Move behind us! Power Girl, shield the others, and _cover your ears!_" As the others moved clear – with Ms. Marvel hauling the dazed Hulk to safety – Medusa hugged her husband tighter. "At your command, my love." Looking to Superman, Black Bolt signed one gesture, prompting Superman to nod in reply.

_Forgive me._

With that, Black Bolt opened his mouth, aiming his face directly at Superman and the struggling Zod…

…and the heavens opened.

From Black Bolt's open mouth, a colossal, streaming torrent of unfathomable sonic force simply _exploded_ out of the Inhuman leader's vocal cords in a massive cascade, plowing into both Kryptonians; at first, it sounded like a waterfall, then an explosion…and then, there was no sound at all.

For one solid minute, Black Bolt poured the energy on, tearing chunks out of the earth, blotting out the sun…while Power Girl looked on in utter _horror_, praying that her _tausha_ was okay.

After _another_ minute, a very tired Black Bolt stopped, coughing and gasping for breath as his yell rippled ahead of him, blazing on through the plains, leaving a massive gouge in the earth as it went…with nothing else left.

Absolutely _nothing._

As Medusa released her husband, Alison hurried to the edge of the crater, straining to hear or see any sign of Superman…and found none. "Oh, no…" she murmured, tears filling her eyes. "Oh, _no, no, no, no NO!_"

Black Bolt grimaced, looking absolutely _sick_ at what he'd done. Medusa looked just as horrified. "Oh, child…we…we are so…"

And then a lone fist punched its way up through the earth.

For a moment, everyone was silent; gasping, Alison froze, smiling hopefully…until she saw who it was.

Forcing his way back up out of the earth, a wobbly General Zod staggered to his feet. "_That…_" he wheezed, "…was a _very_ good try."

And he punctuated that sentence with a massive eye-ray.

In sheer desperation, Medusa pulled her hair up from the earth, wrapping it around herself and her love in a multi-layered shield, frantically trying to blunt the force of Zod's gaze; as the blazing energy impacted her scarlet locks, Medusa screamed in agony, her ruby tresses burning away as they absorbed Zod's rays, until Zod ceased his attack…leaving her with a charred bob atop her scalp.

Stricken, Black Bolt caught his wife as she sagged in his arms, out cold, easing her down, before turning to the General, murder in his eyes as he opened his mouth…

Darting forward, Zod's iron-hard fingers wrapped around his throat, silencing him. "I think we've _all_ heard enough out of you, Inhuman," he sneered. "One last time: if you wish to live, then _kneel_ before..!"

His command was cut off as a crimson beam lanced into his back, forcing him to turn…in time to see an equally-weary Superman pull himself up out of the flattened earth.

Alison let out a sigh of relief.

Zod chuckled. "Glad you could join us, Cadet; tell me, are _your_ ears ringing?" he inquired, his grip tightening on Black Bolt's throat. "It seems our Inhuman colleague here _did_ ihave quite a lot to say."

Steadying his stance, Superman's eyes narrowed. "Let him go, Zod."

"Gladly!" Zod replied. "Once I deploy the Projector, _this_ primitive will be the _first_ I toss in!" He tapped his Module. "Sentrius: deploy…"

He paused as the sound of jet-engines filled his hearing. "Ah; your air-force, Wakandan?" he asked. Casually, he dropped Black Bolt, who gasped for air. "Cancel that, Cadet; I have a _better_ idea!" He gave the Module one more tap. "Sentrius: arm ZSP; target 10 kilometers _above_ my location!"

As a tiny pinprick of light appeared high in the sky, Black Panther's eyes went wide, his hands fumbling for his communicator. "Lion-Squad, this is your King! Abort the attack! I repeat: _abort the attack! Get OUT of there..!_"

His warning came too late; moments after the squadron of jets came into view, a massive singularity expanded out of the magenta pinprick, sucking in everything that came near it; even from 10 kilometers away, they could feel the edges of its gravity-well…and watched with horror as all six jets were pulled into the Phantom Zone.

Their screams would haunt his nightmares for the rest of his _life_, Superman knew.

Once the singularity closed, Zod smirked. "Well, if you'll excuse me, I must be going," he said casually. "Phase One has gone on long enough, and I can't bring order to this insane planet, one battle at a time."

The callousness – the sheer _indifference_ of Zod's remark – eroded the last bit of patience Superman had. With a roar of utter rage, Superman _burst_ after General Zod, flying into the sky after him, catching up in seconds over the ocean. "_You ANIMAL!_" he exploded, slamming Zod with a punch. As Zod went reeling, Superman closed on him, pummeling him with one punch after another. "_You TRAITOR! You MONSTER!_" He searched his vocabulary, and found a _perfect_ insult. "_You…you UR-THRALL! The Council shouldn't have Zoned you; they should have tossed your psychotic ass into RAO!_"

Catching Superman's last punch, Zod countered with a knee-kick, and then a headbutt, driving him back. "_Language_, Cadet," he snapped. "Clearly, your time with these primitives has affected you more than I thought, if you could say _that._"

Superman wasn't cowed. "I'd say it fits _perfectly!_" he shot back. "The only primitive around here is _you_, you war-monger!"

_That_ hit a nerve; Zod instantly scowled, his expression going _murderous._ "You _DARE?_" he thundered. "I have spent my _life_ protecting our people from savages like these! Savages that _murdered_ my Ursa! If the Council had allowed us to take a more forward stance, the Siege would have never lasted _one_ year! Krypton would still be here, and so would she!"

And there it was; the trigger that had driven Zod to madness. "All of this," Superman snapped, "all of the death, all the destruction…just so you can get revenge for your dead lover; _that's_ what this is about, isn't it?"

"What it's _about_, Cadet," Zod snarled, "is making Rao-damned _sure_ that none of these primitives _ever_ raises a hand to a Kryptonian _again!_ _Starting_ with Earth!" He tapped his Module. "Sentrius: target these coordinates! Fire the ZSP!"

Sentrius answered him. "_General, you and Commander El are in the predicted gravity-well; you must move clear…_"

"Check your readings, Sentrius; this _won't_ be a normal singularity! My order stands!"

Sentrius paused for a moment. "_Acknowledged._"

Just like before, a vortex appeared, depositing a magenta dot that expanded into a singularity, pulling them both towards it…but _this_ time, the gravity ceased, as a magenta energy-haze surrounded the singularity, causing it to grow to over three _times_ its normal size.

The Ber-Om Effect; by absorbing the residual energy from sub-space, this singularity had achieved Meta-Stability.

As its growth ceased, Superman watched in horror as dozens upon dozens of phantoms burst out of the portal, flying free. "Zod, we have to close this portal, _now..!_"

Zod ignored him. "Sentrius: activate trans-dimensional scanning subroutines, and project them into the singularity!" At once, an off-white transcan beam shone from Sentrius' vortex into the portal, searching…

Sentrius' voice came back. "_Scanning…beacon found; accessing trans-dimensional encryption algorithms…done. Encoding new dimensional sequence…scanning…projecting…done!_"

As if on cue, the singularity began to collapse in on itself…leaving something equally massive in its place.

Suspended in the air before Superman was a colossal, white-crystalline sphere, capable of dwarfing the Fortress effortlessly, its poles and equator dotted with huge cylindrical crystals, and ribbons of black laced through it regularly.

His voice was a whisper, as he recognized it instantly. "_Fort Rozz…_"

Gazing at the Headquarters of the Kryptonian Defence Force, Zod smirked. "Home sweet home," he agreed, turning back to Superman. "I believe you and this planet were about to surrender, Cadet."

Superman couldn't speak.

Zod's smile vanished. "I have tried to be patient, boy; I have humoured and indulged you," he growled. "Now, the time for games is over; you _will_ take your place beside me in putting these savages to order…"

His voice turned positively _deadly._ "…and _kneel before Zod._"

XXXXXXXX

_Author's Note: Sorry about the delay, everyone! I had to have ear-surgery, which derailed my writing-plans, for a while; don't worry, I'm okay, now! As an added treat, I left a cameo-appearance in this chapter, so enjoy!_

_Coming Soon:_

_His stronghold secured, General Zod now turns his eye towards the rest of the world, while our heroes are in full retreat._

_Earth's darkest hour has come._

_As the Man of Steel searches for some way to outsmart his former mentor, Madelyn wonders if she has made a horrible mistake of our own._

_Can the Justice League stop this madman once and for all?_

_Find out, in "Unseen Victory," coming to your computer soon…_


	42. When Heroes Fall, Part Three

CHAPTER FORTY-ONE: WHEN HEROES FALL, PART THREE: UNSEEN VICTORY

_Atlantic Ocean, August 17, 2009_

Namor had been on-edge, ever since the word had gone out.

As Atlantis' Fleet – half of which had been repaired and put back out to sea _far_ too hastily for Namor's liking – floated in the middle of the Atlantic, at the very coordinates Superman had provided, Namor flew amongst them, waiting for some news…and despising every _moment_ of it.

He'd known something was wrong with General Zod – in his heart of hearts, he'd known the very first _moment_ he'd met the Kryptonian Supreme Commander that he was not stable – and still, he had done nothing, Neptune forgive him.

And now, Zod had shown his true colors.

Glancing down at the water's surface, Namor spotted his family, and flew down to them. "Cousin, has there been any word?"

Floating on the surface alongside Namorita, Leviathan, and Garth, Aquaman shook his head. "No word, Namor; not since Kal gave us the coordinates."

"But why would General Zod come here?" Garth asked. "Apart from us, this is just open ocean; there are no targets for him to attack!"

"I don't know," Leviathan said, "but I'm betting it's got something to do with all those Phantom Zone portals that Big Z has been opening up."

Namorita looked stricken. "Could he open one _here?_"

Before anyone could answer, the sky above their heads went dark, as a massive, purple-black mass of energy suddenly flared into existence, growing large enough to block the sun's rays.

Aquaman spoke first. "I think that answers _that_ question."

Almost as quickly as it had appeared, the portal collapsed in on itself…depositing something _equally_ massive in its wake. Slowly, the titanic spherical structure descended towards the water, but instead of smashing into the Atlantic with enough force to generate a killing tidal-wave, the immense object slowed down, hovering about ten meters above the surface of the water.

Now Namor could clearly see it: an enormous, white-black, spherical crystal, its poles and equator dotted with cylindrical crystals, looming larger than even Atlantis _itself._ Namor could barely whisper. "By _Neptune…_"

"Impressive, isn't it?"

Namor recognized the voice before he even knew the General was there; slowly turning, he was in time to see Zod descend from the sky, hovering casually just a few feet behind him, looking at the crystal sphere. "I was actually worried that it might not survive the transition back to normal space; serves me right for underestimating our own technology."

Namorita was visibly trembling. "W-What _is_ that?"

Zod chuckled. "_That_, Princess, is Fort Rozz, the Supreme Headquarters of the Kryptonian Defence Force, and unquestionably the most fortified structure upon Krypton," he answered. "It was thrown into the Phantom Zone when Krypton exploded – _surviving_ the blast – and protected my molecular integrity during my incarceration." He smirked. "And now, it will serve as my stronghold for the remainder of this campaign."

Aquaman's eyes narrowed. "So all those attacks – all those portals you opened – were just so you could yank _that_ out of the Zone?"

"Despite my overwhelming offensive advantage, Atlantean, I realized that, planetside, my defensive flank was potentially vulnerable, given that the Cadet and all of you refused to see reason," Zod retorted. "Fort Rozz _solves_ that problem." He glanced to Namor. "Which brings us to the next issue: Atlantis' surrender."

Namor's eyes narrowed in pure _fury._ "Many warlords and tyrants have made that demand before, Kryptonian! You may have the answer I gave _them:_ Atlantis will _never_ kneel to an invading tyrant, _regardless_ of from where they invade!" he snarled. "Now begone from our seas!"

Zod laughed. "Or what, Atlantean? You'll sic that piddly little Fleet – the Fleet that, even _with_ our help, could _barely_ stand against the Kree and Skrull armadas, both of which were _antiquated_ compared to our technology – on me?" he mocked. With that, he turned towards the nearest Atlantean Cruiser, his eyes narrowing as he fired a single, pencil-thin eye-ray.

That one nova-red beam seared towards the Cruiser…and effortlessly pierced its hull, cleaving it right down the dorsal midline, bisecting it perfectly into two equal halves. As the ruined Cruiser fell into the sea, Aquaman and Garth were both silent, while Namorita clung to Leviathan, horrified.

"_That_ is what I think of your Fleet, King of Atlantis."

Watching Zod's attack, Namor's incredulity gave way to _fury_ as he turned back to the alien madman, whose expression still held its callous indifference. "Now, do you intend to yield to your world's new leader, or would you prefer to continue with this stupidity?"

His fury focusing every bit of his battle-training into this moment, Namor gave Zod his answer. "_**Imperious REX!**_" he roared, darting straight at the General, his fist in motion before Zod had even noticed he'd moved.

His punch could have imploded steel and shattered bone…had it connected.

As though he were simply correcting a child throwing a tantrum, Zod caught his fist in mid-swing. "I see," Zod answered. "Very well."

_Crick!_

Namor's eyes went wide as Zod's grip tightened, compressing his knuckle-bones painfully. Focusing, Namor refused to cry out in pain, readying another attack…

_WHAM!_

…and then Namor lost the _ability_ to cry out, as his breath was knocked out of him; he hadn't even seen Zod _move_, before feeling his fist bury itself in his solar plexus. Namor doubled over, allowing Zod to smash him on the back, sending him hurtling into the ocean.

The contact with the water instantly revitalized Namor; darting back up into the air, the King of Atlantis levelled Zod with an uppercut, before flipping around to pin him in a headlock, unleashing an electric charge through his body into the General. At first, Zod was stunned, until he suddenly shot straight up into the air, flying higher, up to where Fort Rozz had first appeared. Holding on for dear life, Namor kept surging bioelectricity into the mad Kryptonian, until something smashed into him, breaking his hold. Dazed, Namor was about to fly at Zod again…until he saw what had hit him.

The thing was huge – about twice his own size – and was vaguely humanoid, with misshapen tentacles instead of arms and legs, as well as three wings growing from its back, its head consisting of only a mouth…with eyes where its teeth should have been.

Namor felt his breakfast churn in his stomach, threatening to launch itself into the ocean. "Gods above…what _is_ that?"

"Oh, so you've met one of the Phantom Zone's former residents, have you?" Zod inquired. "Naturally, when I opened an outgoing singularity, some extradimensional seepage was unavoidable."

He smirked. "Given the circumstances, however, perhaps that is a blessing in disguise – one problem can deal with the other."

It was only then that Namor looked up, and saw about two dozen _more_ misshapen horrors circling the area, gradually descending towards them. Laughing, Zod simply flew away, allowing the unholy creatures to swarm around Namor. Snarling, Namor slammed one horror with a punch, knocking it away, before darting out of the way of a second, grabbing it by the tail and throwing it into two more, sending them falling towards the water. Out of the corner of his eye, Namor saw another beast flying straight at him, its multi-mouthed maw opened wide; he turned, ready to counter…

…and saw a crimson beam sear the beast's shoulder, driving it away as Superman dropped out of the sky, knocking away two more beasts before coming to a stop with a grimace. "I see you've met Zod's old roommates!"

Namor was in no mood to joke. "Can we do anything to stop these…things?"

"We don't need to; the reintegration vector on that singularity – at least without Sentrius to guide it – was random! These things crossed back without any functional organs – they'll be dead in less than an hour!" Superman replied. "We just need to keep them busy and off our backs so we can deal with Zod!"

Namor did not need to hear any more; his communicator was already in his hand, hailing his Fleet. "Attention, Atlantean Navy: your King speaks! Target the unholy creatures currently attacking us! We will deal with Zod!"

Those were the magic words: at once, every single Cruiser opened fire, blasting the misshapen horrors out of the sky with pinpoint accuracy, allowing Superman and Namor to fly after Zod. Seeing them coming, Zod was ready to counter; blocking Superman's punch at superspeed, the General twisted his arm into a lock, before booting him into Namor, stopping his charge, and then following with a burst of gale-breath, blowing them away. Recovering in seconds, Superman surged power to his arms and legs, accelerating at the General faster than Zod could blink, unleashing an unstoppable barrage of punches, one right after the other…until Zod surged to keep up; catching his last punch, General Zod slammed Superman with a headbutt, before grabbing him and _throwing_ him straight down into the sea, smashing the surface with a colossal _SPLASH!_

After dealing with Superman, Zod was about to turn to Namor, but the King of Atlantis beat him to it; tackling straight into him, Namor flew downward, smashing both him and Zod into the sea. Suspended in the frigid water, Zod was taken by surprise as Namor's fist slammed across his jaw, but not as much as when his own counter, hampered by the water's resistance, slowed his reaction enough for Namor, used to fighting beneath the waves, to dart away. As Namor moved clear, Aquaman and Garth darted at him; ducking under Zod's punch, Garth decked him with an uppercut, and followed with a double-heel kick, knocking Zod back, while Aquaman sent a sonar-pulse resonating into the water. Hearing the sonar-ping, Zod shook his head, and was about to make them _pay…_ when something answered Aquaman's summons.

Hearing the sonar-call, a titanic blue whale swam up out of the deep, barrelling straight at Zod; marshalling his strength, the General tried to catch it, to halt its advance, but the sheer momentum of the whale was just too much. Effortlessly, the whale breached the surface, bowling over Zod as it did, before its belly slammed back down on the water…right on top of the General.

With Zod dazed by the behemoth-sized belly-flop, Namor saw his chance, and ordered in a strike; responding in seconds, the nearest Atlantean Cruiser opened fire with three torpedoes, which streaked straight at the General. Hearing their approach, Zod recovered in time to race ahead, grabbing the first torpedo before it could arm, and twist its rudder, sending it careening off into the deep, to detonate far away. Darting at the second, he pulled on its rudder, before smashing his hand through its propulsion electronics, yanking out a handful of wires; as the torpedo turned, it slowed to a crawl, right in front of the last torpedo, which slammed into it, detonating both.

Now used to underwater warfare, Zod was easily able to block Leviathan's punch as the young mutant came at him, countering with a headbutt and a push-kick that knocked him away. As he did so, Zod was sent stumbling from behind, as Namorita plowed into him, knocking him off-balance. Zod floated aimlessly for a few seconds…and then turned around to face her, his eyes glowing red.

Instantly, Namorita went stock-still, as all the horror-stories of the Travelers she'd heard in childhood – most especially about how their very _gaze_ brought fiery death – came rushing back to wreak their vengeance.

Seeing what Zod was about to do, and how 'Nita had simply frozen up, Ron's eyes went wide with horror, before narrowing, as he swam forward at full speed, giving it everything he had…

Leviathan moved in front of Namorita just as Zod unleashed his eye-rays; the beam caught the water, refracting and diffusing into a wide beam that superheated the water in seconds. Taking the beam full in the back, Ron let out a soundless cry as he received the unquestionably _worst_ scalding of his life, before sagging into the horror-stricken Namorita's arms. The red glow fading from his narrowed eyes, Zod darted forward, to finish them both…and was blindsided by a red-blue blur.

Slamming into Zod, Superman accelerated hard, driving them both upwards, out of the water and back into the air, where he unleashed a barrage of punches at machine-gun speed, pummeling Zod, before finishing with an uppercut; Zod was knocked upwards, but recovered in seconds, countering with a descending punch that stopped Superman's momentum cold. Zod was about to press his advantage, but streams of laser-fire stopped him, as he saw the Atlantean Fleet, having dealt with the phantoms, train their weapons on him, forcing him to dodge. Seconds later, about two dozen F-22 jets screamed past, firing missiles at him as they blurred by, prompting Zod to incinerate the projectiles with his eye-rays.

With the missiles dealt with, Zod actually chuckled. "So Fury _still_ means to wage war against Zod, does he?" he laughed. "The primitive has courage, at least!" His smile darkened. "I suppose I should be thankful – he has spared me the trouble of seeking him out!" He tapped his Command Module. "Sentrius: establish command-interlink to Fort Rozz's governing A.I.!"

"_Interlink established, General; please stand by._"

Seconds later, a second artificial voice – a flat drone to Sentrius' professionalism – came over the airwaves. "_Fort Rozz is online; standing by for instructions._"

Zod smirked. "Target all non-Kryptonian hostiles, and arm point-defence turrets, and two squadrons of _Hunter_-Class and _Swarm_-Class Attack Drones – pacify all hostiles!"

Superman went pale as he heard that, frantically activating his communicator and opening a transmission on all channels. "This is Superman to all personnel in the immediate vicinity of Fort Rozz: evacuate this area immediately! All of you, get _OUT_ of here..!"

His warning came too late; at Zod's order, Fort Rozz's equator became lined with weapons-turrets – a handful of them _StarLance_-Class, but the majority were smaller – while two dozen Drones flitted out of the now-open hangar-bay, half of them the sleek _Hunter_-Class, and half being the claw-shaped _Swarm_-Class.

As the Drone-fleet darted out into the air, Fort Rozz's defences came to life, filling the air with plasma-fire, overwhelming the Atlantean Fleet in seconds. One massive plasma-plume ripped a Cruiser in half, while the endless stings of the smaller turrets tore through the armour plating of two more, forcing them to limp away before the Fort destroyed them outright. Screaming at the massive structure, two F-22s launched missiles….which spanged harmlessly against Fort Rozz's colossal shield, illuminating it briefly. The fighter-jets tried to fly off, but two _Hunters_ were on their tails in seconds; their tail-sections opening into three-pronged claws, the Drones peppered the F-22s with laser fire, dropping them like flies, before flitting off, seeking new targets.

Frantically trying to back away, the rest of the Atlantean Fleet opened up on Fort Rozz, their weapons rippling the stronghold's shield, doing no damage whatsoever, while two more Cruisers fell to its defensive fire…then _four…_then _six…_

Rising from the depths, Namor was horrified as he saw the pounding his Fleet was taking, hailing them. "_DIVE!_" he ordered. "All Cruiser-commanders, take your ships _down!_ _Get under the water!_"

Hearing that, Zod's smirk _grew._ "And that, "Your Majesty," was tactical _suicide._" He tapped his Module, again. "_Swarm_-Drones: target submerging vessels."

Instantly, the twelve _Swarm_-Drones dove towards the water, each one clamping onto a Cruiser that was sinking into the water, their nanite-payloads instantly deploying, gnawing through their hulls. Seeing what Zod was doing, Superman paled. "Namor, call your ships back! Don't let them submerge!"

By then, the first Atlantean Cruiser had sunk beneath the surface, slowly descending out of range, Fort Rozz's defensive fire absorbed by the water now above it. In moments, the Cruiser had dropped past 500 feet below sea-level…and its hull, weakened and thinned out by the voracious nanites, gave way, as catastrophic implosion literally blew the vessel in half, crumpling its two sections like paper, the Drone recalling its nanites and flitting back to the surface, its target dropping towards the sea floor like a stone.

Watching two more of his ships implode, Namor shut his eyes, hailing them again. "All Cruisers, cease your descent! Return to the surface!" he ordered. "All forces, retreat! Fall back to the Pole!"

Superman was quick to follow his lead. "Superman calling Justice League, X-Men, X-Force, and all allied personnel: _fall back!_" he shouted. "Everyone, proceed to emergency rally-points! Right now, this round goes to Zod!"

Zod laughed. "Cadet, that's the _smartest_ decision you've made, all day!" he sneered. "Now, are you finally going to come to your senses, and assist in the remainder of this campaign?"

Superman couldn't speak; he merely turned, and flew off, as fast as he could, with the retreating Atlantean and S.H.I.E.L.D. forces, his eyes scrunched shut as he flew.

Watching Superman flee, Zod's smile collapsed into its usual frown, as he spotted one of the fleeing F-22s, tapping his Module, one last time; instantly, one of Fort Rozz's turrets locked on, and fired – not a plasma-blast, but a solid projectile.

A single, small, cylindrical black crystal.

As the projectile hit, the F-22 kept going, its pilot never even noticing as the black crystal's tip expanded into a claw, grasping the jet's tail-fin and holding on, letting the fighter carry it all the way back to base. Smirking, Zod turned, and flew towards his new stronghold, darting inside.

He had work to do.

XXXXXXXX

_North Pole_

"Ugh…"

As he came to, the first thing Spider-Man noticed – other than how his throat felt like somebody had liked it with broken glass – was that there was a warm weight on his chest. Slowly reaching up, his hands brushed something soft and red, which evoked a familiar fragrance of cinnamon and jasmine.

_Mary-Jane._

Craning his neck – which, miraculously, didn't hurt – Spider-Man saw MJ lying next to him, her head nuzzled into his bare chest between the clear blue packets adhered to it, her arms looped around him. Carefully, he reached up to his face, touching the exposed skin under the torn part of his mask, and found another pack stuck there.

"Hey, look who's back in the Land of the Barely Living."

Turning, Spider-Man spotted an armour-less Iron Man, lying on the off-white crystal cot next to his own, in nothing but a pair of wire-lined pants, a gel-pack in the middle of his chest. Seeing him move, Tony Stark grinned. "You sure got a better wake-up call than I did, kiddo…but I guess that's fair, since Zod practically used you as a butt-cloth."

Remembering his brief, pain-filled encounter with the General, Spider-Man nodded grimly. "Yeah; _not_ something I'd care to repeat." A bit more aware, he looked around. "We're in the Fortress."

"Yep; our Kryptonian pal and his posse got us here, PDQ," Tony agreed, tapping his chest. "Whatever these gel-things are, they're fixing us up, pretty good; I think this place even yanked that magnetized shrapnel out of my heart!" His tone turned joking. "Of course, now I'll just need to find somewhere _else_ to put my Arc Reactor!"

Spider-Man chuckled. "Oh, poor you."

The sound of his voice was enough to stir Mary-Jane from her sleep; inching her head up, her eyes met his, before she hugged him a little too hard. "_You're okay!_"

Guiltily, Spider-Man winced. "Yeah, unless somebody pops my stitches…or whatever this place used."

Slowly, Mary-Jane looked around. "So this is…"

"Yep; the Fortress of Solitude, A.K.A. Big Blue's old stomping-ground," Spider-Man confirmed.

Meeting his eyes again, MJ frowned. "Are you _crazy?_" she shouted. "You scared me half to _death!_ How could you even _think_ of going toe-to-toe with that…that _psycho?_"

"_Me?_ What about _you?_" Spider-Man shot back. "What exactly were _you_ thinking, Little Miss I'm-Gonna-Run-Out-In-Front-Of-A-Flipped-Out-Kryptonian-General? I've got _superpowers!_ What's _your_ excuse?"

Mary-Jane cringed. "He…he was going to _hurt_ you…" she sniffled. "_God,_ he was going to…to..!"

"And you think he wouldn't have done that to _you?_"

Tony coughed. "As much as I hate to interrupt your little heart-to-heart," he said, "I think we've got bigger concerns; judging by the traffic this place has gotten, I'm guessing things didn't go well."

It was only then that Spider-Man looked _all_ the way around the chamber, which was clearly the infirmary…and he felt his insides clench: there were _several_ other cots full, which was more than he'd _ever_ seen full in the Fortress.

In one cot was an unconscious Storm, being looked after by Spyke.

In the two cots next to her were a battered, gel-pack-laden Ben Grimm, and a shivering Johnny Storm respectively, looked over by the rest of the Fantastic Four.

On the far side of Tony was a cot holding very badly-burned Pyro, his scorched skin patched by gel-packs. To Pyro's right was a horrifically bruised Quicksilver, his entire torso sealed in some kind of gel-based wrap, with his sister and father by his bedside.

On Pietro's right was Medusa, her head now practically bald, with only a fine coating of ruby peach-fuzz growing on her scalp beneath a large gel-pack. Sitting by her side, holding her hand, was Black Bolt, who was just as battered as his wife was. Next to them was a cot holding Mystique, her gel-pack-covered face frostbitten, with a distraught J'onn by her side.

And in the cot on Spider-Man's left was a groaning Leviathan, his scales now an inflamed-red, with Namorita by his bedside, holding his hand, while Aquaman stood behind her, looking on uneasily.

Spider-Man could barely speak. "What…_happened?_"

Coughing, the Thing spoke up. "Big Z happened, Web-Head," he wheezed. "Zod figured out every play we made, while we just walked right into his, and got _hammered_ for it."

The Invisible Woman was almost in tears. "Oh God…I walked into battle carrying _twins…_" she whimpered. "I'm no better than _my_ mother…"

Reed's hands were instantly on her shoulders. "Don't _ever_ think that, Sue," he soothed. "You didn't _know_ you had twins; it was either that, or risk them being born in a world ruled by Zod. You didn't have a choice; Mary _did._" He chuckled grimly. "Mary _still_ doesn't feel bad about what she did, Sue; you _do._"

Sue smiled weakly. "_God,_ I love you, Stretch."

Straining to move, Spider-Man lightly winced. "So, how bad is it?"

Aquaman met his gaze. "It's _bad,_ Web-Head," he murmured. "Zod just pulled his endgame, if what Superman said is true; and he did that while _stomping_ on Atlantis' Fleet."

Tony winced. "Damn."

Spider-Man gulped. "But…there's a plan, right?"

Before anyone could answer, a familiar voice echoed down the corridor. "…you even _thinking?_"

Answering that female shout, a second voice said, "There wasn't any choice, _taushi…_"

"So your only option was to just _stand there_ and let yourself get..?"

"It was the only option we had, Alia…"

By then, Superman, Power Girl, Krypto, Batman, Wonder Woman – the latter having a gel-pack on her shoulder – walked in, accompanied by Cap, Black Widow, and Thor. Glancing at their teammate, Cap chuckled. "Feeling better, Tony?"

"Oh, yeah; finally got that shrapnel out of my heart, and all it took was an EMP to the chest," Tony answered, before glancing to Thor. "Finally got that shave, huh, big guy?"

Fingering his thermally-shaved chin, Thor shrugged. "'Tis not an unpleasant change, methinks."

Glancing at everyone, Superman forced a smile. "I have good news and bad news," he began. "The good news is that everyone here is going to pull through…including your kids, Sue." He chuckled nervously. "Sorry that you had to find out from Zod."

Reed met Superman's gaze. "Please tell us you stopped Zod."

Superman shook his head, while Krypto whined. "That's the bad news, Reed," he replied.

Batman nodded. "Zod's attacks weren't random – each singularity he deployed was strategically placed to open up a much larger one over the Atlantic," he said. "He then used that portal to extract Fort Rozz."

Sue blinked. "And Fort Rozz would be..?"

"…the Kryptonian Defence Force's Supreme Headquarters, and the single most fortified structure on Krypton, capable of surviving repeated hits from even _Sentrius,_" Superman finished, grimacing. "_This_ was his plan: even with Sentrius' overpowering firepower advantage, Zod was vulnerable planet-side…but Fort Rozz _fixes_ that. No matter what we throw at him now, he can just stay safe behind Fort Rozz's shields, and we can't even scratch him." His eyes scrunched shut. "Not that we were all that successful, before."

Power Girl frowned. "Yeah; letting Black Bolt _yell_ at you both was _such_ a good idea."

Tony's eyes went wide, as he looked to the Inhuman ruler. "You…you _yelled_ at Zod?" he asked. "And he's _still_ not down?"

Black Bolt nodded.

"_Damn!_"

Aquaman couldn't argue that. "Do we have a plan?"

Superman's head lowered.

Spider-Man's eyes went wide. "Big Blue…we've gotta have _something…_"

"Zod just mopped the _floor_ with us, Spider-Man; right now, the only teams still capable of doing anything are the League, the X-Men, and X-Force, and even _we're_ not at 100 percent, while Zod is even _stronger,_ now."

Cap spoke up. "Superman, I know you likely don't want to consider this, but you may need to consider taking Zod down _permanently;_ Logan once mentioned you had a sword that could injure your people…"

Superman shook his head. "It wouldn't work, Cap; if I did take the Sword of El into battle, Zod would recognize it, and lock himself in the Fort before I could even draw it." He sighed. "This is Zod's war, and right now, he has the advantage…"

"What if the war was over?"

Batman's voice drew everyone's attention to the Dark Knight. "You said so yourself: this _is_ Zod's war. Fighting on his terms just plays right into his hands," he said. "We need to take the war _away_ from him."

Black Widow arched a scarlet eyebrow. "How? Let him think he's _won?_"

Having come to in time to hear that, Pietro scoffed. "Oh yeah, that's just _brilliant;_ you're actually gonna beat that nut by bowing down to him?" he muttered. "And that _still_ doesn't solve how he's got enough firepower to blow this whole planet sky-high!"

Magneto frowned. "Pietro, enough."

Pietro kept going. "Maybe we'd have a chance if _we_ could use it, too, but, oh no, _your_ tech acts like it can't even _see_ us!"

Superman frowned at that…but then he stopped. "It can't…_see_ you?" he murmured…before he burst out laughing. "_It can't SEE you!_ Pietro, that's _GENIUS!_"

Pietro's eyes went wide. "_Huh?_"

The Thing groaned. "Uh, boy; the kid's lost it."

Wonder Woman blinked. "Kal? You have an idea?"

Superman nodded. "It's like Batman said: we have to stop fighting Zod's war, and the only way to do that is to let him think he's won, at least for a while!" he exclaimed. "If I can get inside Fort Rozz, there's a chance – a slight chance – that we can take it down from the inside!"

"But Zod'll never let you in!" Power Girl said. "Not unless you…" Her eyes widened. "_Oh._"

"Yeah," Superman agreed. "We're going to have to be pretty darn good actors."

"That still doesn't solve the problem of Sentrius," Batman said. "Even if your ploy works, sooner or later, he'll catch on."

"I know," Superman agreed. "Mark actually hit on the solution, earlier; he has all the evidence we need to convict Zod and get Sentrius back on our side. The trick will just be sneaking him onto Sentrius without Zod realizing it."

"Okay, so assuming you take down Fort Rozz and get Sentrius off his side," Aquaman said. "That still leaves one psycho, sun-powered Kryptonian left, and he's gonna be royally _steamed._"

Batman nodded. "We need some way to neutralize him."

Wonder Woman looked stricken. "Hera forgive me for saying this, but we may actually need to acquire some Kryptonite."

Superman thought for a moment. "Maybe we don't _have_ to," he thought. "Zod may have _given_ us a clue; he said he wanted to make Earth a "New Krypton," didn't he?" He grinned. "Well, we didn't _have_ powers on Krypton!"

Following her boyfriend's train of thought, Power Girl beamed. "Baby, that's _brilliant!_"

Pietro looked confused. "Okay, I'm lost here."

Leviathan nodded. "You and me both, Twinkle-Toes."

Superman just grinned. "It's actually pretty simple," he said. "We're going to stop fighting like Zod…and start fighting like _Jor-El._"

XXXXXXXX

_S.H.I.E.L.D. Alpha-Site_

After the disastrous attack on that massive crystal structure over the Atlantic, the remaining F-22s made a beeline for the Alpha-Site, streaking over the mountains, coming over the other side, before circling back to land on the hidden airstrip that had risen out of the mountains, promptly closing back up around them.

Watching the fighters touch down, Nick Fury, accompanied by Madelyn, strode onto the airstrip as the artificial mountains sealed up around it, walking up to the pilots as they disembarked. "Situation."

The pilots automatically saluted, their squadron-leader answering Nick's statement. "Honestly, General…it's bad," he answered. "We were en route to the engagement zone, as ordered, when suddenly this big – and I mean _big_ – blip pops up on radar; somehow, Zod made this giant crystal…_thing_ appear out of thin air!"

Madelyn flinched, while Nick scowled. "And I'm not guessing it was friendly."

"Negative, General; we and the Atlanteans hit it with pretty much everything we had – we didn't even _dent_ it," the pilot remarked bitterly. "It let off these little flying…things that chased down practically half our flight-wing, while that thing's cannons picked off the Atlantean ships like they were in a shooting-gallery!"

Nick let out a breath that might've been a curse. "And you weren't followed?"

"No, General. Once we bugged out, those little things didn't follow us. They must only be short-range."

Suddenly, the intercom hummed to life. "_General Fury, please report to the bridge; we have a situation!_"

Nick's grimace grew. "_Now_ what?" With that, he and Madelyn hurried to the command-center, followed by the flight-leader, while his wingmen headed to quarters.

Had they lingered a moment longer, they might have seen the tiny black crystal clasped onto one of the F-22s let go, turning to grey powder as it hit ground…which morphed into a spindly black silhouette that just as quickly faded from sight.

Emerging onto the command-deck, Fury was greeted by a blown-up satellite image of the Atlantic, depicting a massive crystal sphere, easily the size of New York City. "That's what our boys saw, out there?"

The Sensors Officer nodded. "Affirmative, General; it came out of the last portal General Zod made. Right now, he's in there!" Suddenly, his console began to beep, as the image changed, showing the sphere releasing a cluster of smaller crystal units, shooting away from the sphere in all directions, stopping several hundred meters away, before each one split into a handful of smaller units, which each shot off again, with one retaining its original position. Once the others stopped, they divided again.

And again.

And _again._

The satellite readout showed it in far more detail than Nick preferred. "General, these things are covering the entire planet! They're forming some kind of…of web!"

Watching the image, Nick saw energy beams shoot from the sphere into the units, which spread across the entire globe, causing his gut to clench. "Somebody get me a missile-base; I want these things out of my sky!"

The Comms Officer grimaced. "We _can't_, sir! All frequencies are being jammed! It started the minute those things…sir, we have incoming!"

The twisting in Nick's guy got worse as the incoming transmission went up, replacing the staticky satellite-image with that of a scowling Zod. "_I know you are there, Fury._"

Nick waved everyone to silence. "Do _not_ respond, mister," he ordered. '_Right now, the only advantage we have is that he doesn't know where we are…_'

"_Normally, I would commend you for having the sense to maintain radio-silence, Fury, but at this point, it is moot,_" Zod sneered. "_The very moment I activated Fort Rozz's Emergency Communications Web, I knew you and your men were cowering in the mountains of your country's midlands._"

Nick froze.

"_Despite everything, Fury, I am prepared to offer you and your country one last chance to avoid utter destruction,_" Zod said. "_Simply kneel, and your United States will be spared; refuse, and you will feel Krypton's wrath._"

Fury just glowered at the image.

After a few seconds, Zod smirked. "_So you refuse; as I expected. Very well._"

Whispering, the Comms Officer spoke up. "Sir, he's widening the transmission to all channels…"

He needn't have bothered: Zod wasn't done. "_The time has come for you to learn a crucial lesson, Fury…and in doing so, you shall teach it to the rest of your species,_" he said, before raising his voice. "_I speak now to the rest of humanity who still refuse to accept the rule of Zod. It is my understanding that some of you regard this United States as a crucial ally; some consider it a rival, some a threat, and some an enemy to be destroyed. It is also my understanding that all of you accept it as this world's mightiest nation: a "superpower," to use your term._"

His eyes narrowed. "_Watch your superpower now,_" he snapped. "_For Zod will do in ten __**minutes**__ what none of you could do in ten __**years;**__ look upon it…and know the price of crossing Zod._"

With that, Zod vanished from the main view-screen, to be replaced by the image of the field before the base. Madelyn blinked. "Did we get communications back?"

"Negative, Agent Pryor; this is all incoming!" the Comms Officer reported. "Zod is broadcasting this to the entire world!"

Madelyn paled. "He knows our location!"

"I think that's pretty obvious, Pryor. The question is, how did he find out?" Nick muttered. "It couldn't be a mole – we've been under comms lockdown since this whole clusterfuck started. Furthermore, Zod didn't make a move until now, so something must have tipped him…"

His eye went wide as a thought hit him. He turned to the lead pilot. "When you were engaging that thing, just now, did it shoot at you?"

"Its point-defences were pretty tough, General; we all got shot at!"

Nick didn't let up. "But did anything _hit_ you and your men?"

The pilot shook his head. "Sir, those lasers hit _hard_! If we'd taken any hits, we wouldn't be here!" he insisted…before he paused. "There was one thing, though."

Fury felt his guts clench. "Spit it out, soldier."

The pilot shrugged. "As we were bugging out, my HUD picked up a missile-lock. I tried to shake it, but it was closing in; at first, I thought I was a goner, but it just dinged my tailpipe. It must've been a dud!"

Nick paled. "_Red alert!_" he shouted. "I want all units ready to deploy and repel imminent attack! _Zod tagged us!_"

The pilot flinched. "Sir, I'm sure it was nothing! My bird wasn't even – _URRKK!_"

The pilot's remark was cut off, as his chest simply _exploded_ outwards, spraying red out from a hole in his chest, dead instantly. Fury's first reaction was to duck in response to an I.E.D….until he saw it.

Extending out from the kid's chest, daubed with blood, was a distortion in the air. Seconds later, that distortion rippled, melting away…and revealing a long, black crystalline claw, sticking through the pilot's heart, belonging to the hand of the spindly black-crystal humanoid robot standing behind him, its lone red eye glowing malevolently.

Fury felt a chill grab his gut as he met that unfeeling positronic gaze, but he didn't flinch. "_Open fire! Shoot that sucker down!_"

As every officer on duty drew their firearms, the crystal automaton kicked the dying pilot away, into several officers taking aim at it, before running straight at Fury…only to somersault _over_ him, sprinting towards the control-console and jabbing its crystal claw into the electronics, letting out a faint _hum,_ its eye glowing brighter.

Her eyes narrowed, Madelyn telekinetically grabbed the robot, yanking it away and sending it crashing to the floor, while the rest of the bridge opened up on it. At first, the hailstorm of bullets impacted against an invisible barrier – a shield – but gradually, that rippling bubble of force began to wane, until one shot got through, shattering the robot's shoulder as it tried to get up. With the intruder now vulnerable, Madelyn lashed out with her TK, unleashing a massive telekinetic surge that obliterated its entire upper torso, sending the lower half of the crystalline killer sagging, turning to grey dust as it fell.

With nothing left of the intruder except powder, Fury turned to the bridge-staff. "Damage report!"

One officer checked over the console. "Everything looks fine, General; that thing didn't damage any major circuitry!"

That didn't make Fury feel any better. '_No way that thing snuck in here just to leave empty-handed; Zod's up to something._' "Anything on long-range?"

"Negative, sir; no sign of any…hold on." The Sensors Officer paused. "General, we have incoming! 200 miles north, on the mountaintop!"

As he spoke, the officer managed to zoom in on the mountain directly north of their position, far in the distance…where a four-legged _thing_ was climbing onto the summit. "What the hell _is_ that?" Fury muttered.

"Unknown, sir, but its power-signature is consistent with Kryptonian tech! It's Zod's!"

Fury's unease doubled. "If it's here to attack, it picked a funny place to do it; we're over 200 miles…"

On the screen, the thing seemed to crouch low, before springing upwards, propelling itself into a colossal leap…and landing right at the very edge of the base's grounds, shaking the earth as it landed, all the way into the base.

Now Fury could get a good look at their 100-foot-plus-tall attacker. "_Jesus H. Christ…_it _jumped_ all the way here…"

As their video-feed focused back in on the monstrous mega-machine, its lone green eye turned yellow, while two swirling vortexes opened up behind it. One vortex simply opened, and then winked out of existence, but the other fired a large crystal towards the ground, closing as it did. The crystal streaked towards the earth, and then shattered into countless smaller crystals, dotting the ground like seeds; the second they hit, the crystals melted into the soil, coating it and turning it immaculate white for about a mile around. Moments later, the crystallized earth started to form buds, about 100 of them, which grew larger, morphing into recognizable forms.

Fury recognized them from the report. "Infantry Drones, right?" Madelyn just nodded. "Which would make that big honkin' mother "Old Grouchy.""

Again, Madelyn nodded grimly. "That would be my guess, sir."

The Drones remained crouching for a few seconds, before they all stood, in perfect, unerring time, turning as one towards the base. Raising their right hands, they all morphed them into hand-cannons, before dropping their weapons into ready-positions…and waited, their visors matching the yellow glow of the WarBot.

Nick scowled. "Alright, you bastards, what are you waiting for?" he muttered. "If you're expecting us to bow down, then you're in for a _long..!_"

He never finished, as the lights started to flicker, while every monitor – except the one delivering the video-feed that Zod was showing down their throats – began to blink with static, as esoteric, alien glyphs flitted across the screen. "General, we've got a virus!" one officer cried. "It just knocked out our communications and internal defences! It looks like it's going for our central mainframe – once it gets there, this base is _dead!_"

At that very moment, the video showed Old Grouchy's eye and the Drones' visors all going _red._ As one, in perfect battalion formation, the Drones began to march towards the base, while Old Grouchy stomped along behind them.

"_Damn!_" Fury swore, realizing how badly Zod had played them. "I _knew_ that tin can wouldn't have given up that easy…_dammit!_" He managed to recover his wits. "I want _all_ units deployed: get every infantryman, tank, F-22, and Reaper Drone out there while we still can!" he ordered. "While you're at it, I want someone to get comms back up before this whole place goes down; I need to contact Missile Base Alpha!"

As the command-staff scrambled to carry out his orders, Madelyn blinked. "A missile base, General?" she asked. "Why? We _know_ our nukes can't breach their shield-tech!"

"We won't be aiming at Zod's shields, Pryor; we'll be aiming at _Zod,_" Nick muttered. "If he ever comes out of that bunker of his, that is."

Madelyn shook her head. "Even if he does, a nuke won't work…"

"It will if we give it a little _boost._"

It was then that Madelyn understood. "You…you used the kryptonite to enhance a nuclear warhead?"

"Every last scrap we have should be plugged into one of our missiles, by now," Nick confirmed. "We've only got one good shot; we'll have to make it _count._"

Madelyn's eyes were wide. "General, we have no _idea_ what that could do!" she cried. "From what I've heard, that stuff can be mutagenic to humans, and toxic after heavy exposure! You couple that with a nuclear blast, and you could fry the entire Eastern _Seaboard!_"

"Agent Pryor, if we do nothing, then Zod could very well fry the whole _planet,_" Nick countered, before he sighed. "Of course, that could all be a moot point now, if we can't get comms back up…"

By then, the entire base was on alert; dozens of soldiers, tanks, and artillery-units poured out of the base, while three full squadrons of F-22s, supplemented by six Reapers, shot off the airstrip, streaking towards the advancing attackers. The air-units hit first, as the F-22s opened up with their guns on the ground-bound Drones, cutting dozens of them down into piles of dust, before streaking towards the WarBot, letting loose with dozens of missiles…which spanged harmlessly against Old Grouchy's shields, doing no damage, while the fallen Drones rapidly repaired themselves, generating three times their lost number in the process.

As the F-22s pulled up, a ripple in the air drew their attention, before a Stealth-Speeder – deposited by the other vortex – dropped its cloak, releasing its complement of six Fighters. Spinning and snapping open their wings, the Fighters shot straight at the F-22s, buzzing them and forcing them to break formation. Regrouping, two F-22s drew a bead on one Fighter, the lead letting loose with his guns while his wingman fired off two missiles; ducking and weaving like a pro boxer, the sleek white craft evaded the barrage of bullets, before turning 180 degrees in a second, flitting away as the missiles chased it. Spotting two more F-22s, it accelerated hard towards them, initiating countermeasures as it darted past…forcing its attackers to watch as their missiles acquired locks on their teammates, blowing them apart, while the Fighter circled back for them, blasting them out of the sky with its lasers.

Locking onto an F-22, another Fighter fired a single torpedo, sending the ball of energy rocketing into the jet, blasting it to pieces, before it detected a missile-lock; signalling another of its brethren, the first fighter moved towards its comrade, as they weaved in and out of each other's flight-path, causing the missile's path to waver, its sensors confused by the two potential targets, until it ran out of fuel, falling to the ground below. Desperate, the F-22 pilot tried to lock on again, but the Fighters didn't give him a chance, flipping over to paste him with lasers, before flipping back and flying off.

While the jets engaged the airborne enemy, the Reapers swarmed the WarBot as the mega-machine stomped towards the base, its massive weapons firing, tearing chunks out of the mountainside. Locking on, one Reaper fired two more missiles into Old Grouchy, to no avail – drawn by the latest nip from the mosquitoes, the WarBot turned, popping a turret out of its hip-joint as it locked onto the Reaper, firing a deadly stream of energy that utterly incinerated it. Despite the loss of their brother, the Reapers kept attacking, pouring bullets and explosives into Old Grouchy's shielded hide, until the WarBot decided enough was enough, hailing the Stealth-Speeder, which promptly emitted an electronic signal that stopped the Reapers in their tracks.

Within the base, the staff was scrambling to regain some normal function in their doomed outpost. "General, we just lost the Reapers!"

Nick arched an eyebrow. "They look fine to me."

"They're still airborne, sir, but we don't have control! The minute that stealth-ship let out that signal, the Reapers stopped obeying our commands…"

To emphasize that point, the five remaining Reapers broke off their attack, heading into the skies; as one F-22 lit up its afterburners, fleeing the lasers of a Fighter, it was blasted into scrap by the missile of a rogue Reaper, while another F-22 was driven into the crosshairs of another by two more Reapers. Breaking off from its brethren, the sixth Fighter streaked towards the massed infantry and armour a; as one F-22 lit up its afterburners, fleeing the lasers of a Fighter, it was blasted into scrap by the missile of a rogue Reaper, while another F-22 was driven into the crosshairs of another by two more Reapers. Breaking off from its brethren, the sixth Fighter streaked towards the massed infantry and armour at the base's entrance, with the last two Reapers on its tail, its shield deflecting incoming fire; at the very last second of the death-dive, the Fighter pulled up, while the Reapers smashed into two tanks, blasting them apart and scattering the infantry.

While the base's air-defences fell, one-by-one, Old Grouchy kept plodding towards the base's ground forces, led by the battalion of Infantry Drones. Watching the unnerving march of the crystal soldiers, the base's defenders opened up, peppering the Drones with bullets, mortars, and cannon-shells, felling over 20 of the machines in seconds; after barely two minutes, practically every Drone had been smashed to powder, prompting a cheer to rise up from the assembled force…

…until the Drones repaired themselves.

The soldiers' joy was rapidly dimmed as the crystalline nightmares literally pulled themselves back together, their scattered nanites gaining back thrice their original number in the exchange, turning 100 into _400._ Before the soldiers could react, Old Grouchy fired twin plumes of laser-fire into the base, collapsing tons of rock onto two of the tanks, while the Drones broke formation, charging straight at them, their laser-cannons blistering.

Ten soldiers fell in a matter of seconds, their bodies riddled with burn-holes as the Drones overran their position. Forced into a fighting retreat, the soldiers pulled back, but the Drones were on them, every step of the way; firing bullets at the lead Drone at almost point-blank range, one soldier smashed its face with the butt of his gun…which kicked up a cloud of nanite-dust that sent him screaming to the ground, crystals popping out of his skin while the Drone regenerated itself, joined by three more. The artillery kept firing rounds into the oncoming battalion, but it did little more than slow them; the tanks had even worse luck, their shots impacting harmlessly against Old Grouchy's barrier, irritating the WarBot into firing its sonic weapon, literally bowling over every single tank they had, and taking half of the infantry with it. With the way cleared, the Infantry Drones simply marched into the base with impunity.

The entire time, Nick felt like he was watching some kind of horror-movie. "People, tell me we're making progress! If we don't get internal defences back up, these things are going to be on our asses in _seconds!_"

The XO looked stricken as he shook his head. "I'm sorry, General, but this virus is _far_ too sophisticated! We can't make heads or tails of it!"

Before Nick could even curse, the sounds of laser-fire filled the corridor outside the command-center…right before the body of a crystal-infected infantryman smashed it down, tumbling to a stop by Nick's feet, followed by about 50 Infantry Drones, levelling their weapons at them.

For the first time since WWII, Nick was speechless.

As the Drones came to a stop, one stepped clear of its brethren, marching towards Fury and stopping several feet from him. Scowling, Nick arched an eyebrow. "Well?"

The Drone didn't speak, as its visor started to glow, projecting a beam of light that morphed into a terribly familiar shape.

Smirking at Nick, the hologram of General Zod folded his arms. "_I believe you were about to surrender, Fury,_" he sneered. "_I suggest you be quick about it, for my patience with you is already strained thin._"

Nick tried to keep his cool. "You might have beaten us here, Zod, but if you expect the rest of this country to roll over for you…"

"_Spare me your nationalistic bravado, Fury; it is irrelevant,_" Zod spat. "_You will surrender, or I will have my Drones reconfigure their Bio-Attack Nanites to Setting Five, the highest setting…and order them to __**self-destruct.**_"

Nick's eye went wide.

Zod chuckled. "_You grasp the consequences, then: every man and woman under your command will be, quite literally, __**eaten alive**__ at the atomic level. Their fates are in your hands._"

Fury was sick to his stomach at the idea of surrendering to this bastard…but he had no choice. "All forces: stand down."

Zod's smirk grew. "_The smartest decision you've made today, Fury,_" he said. "_Now kneel._"

Nick's teeth ground; surrendering was one thing, but this was too much. "Zod…"

Zod's smirk vanished, replaced by a scowl. "_It would appear that we have company,_" he muttered.

Mercifully, Nick was spared from having to kneel to the mad Kryptonian as the base began to rumble, right before a crimson beam carved a perfect hole in the ceiling of the command center, allowing Superman, Power Girl, Supergirl, and the Superdog to descend into the base. Superman met Zod's holo-stare. "General."

Zod's eyes were narrowed. "_Come to try and stop me, Cadet?_" he snapped. "_Well, you've wasted your time. This outpost is now under the control of Zod; any attempt to circumvent me will result in the deaths of more of your precious…_"

"We didn't come to stop you, sir," Superman said softly. "We came to _join_ you."

The entire base went quiet enough to hear a pin drop.

Mere hours ago, Nick had told the President that they were facing the Worst-Case Scenario.

He'd been dead wrong: _this_ was the Worst-Case Scenario.

Zod's arched eyebrow told Nick that the General was just as surprised as he was. "_You intend to join Zod? After all this? After all your ridiculous defiance? After you had the infernal GALL to call me an "Ur-Thrall"?_" His eyes narrowed again. "_Do you take me for a fool, Cadet?_"

Superman shook his head. "No, General; _I_ am the fool, here," he murmured. "After retreating from Fort Rozz, I met up with the others." His eyes scrunched shut. "The League…the X-Men and X-Force…my _family…_"

Supergirl frowned. "They blamed _Kal_ for letting you out, General."

Superman recovered enough to continue. "I…I couldn't believe it, sir; after all we've been through together, they just…"

"…_they turned on you, didn't they?_" Zod finished, his voice gaining force. "_After all you've done for them – all the victories you've won for their world – they turned on you when it suited them!_" He sighed, shaking his head. "_You need not explain a thing, Cadet; I know all too well._" Zod then turned to the others. "_And you three?_"

"What do you think, General?" Power Girl replied. "When those…_traitors_ turned on my _tausha_, Krypto, Kara, and I helped Kal _toss_ their ungrateful asses out of the Fortress! Once we put it on lockdown, we went looking for you!"

Superman still looked dejected. "I thought I could be a symbol to them, sir – an example they could follow," he said, before fixing Nick with a glare. "Even when there were those that distrusted me, and wanted to hurt or subvert me, I still thought I could make a difference…but I was wrong, wasn't I, sir?"

Her eyes wide, Madelyn shook her head with incredulous horror, while Nick just stared.

Zod, however, was eating it up. "_Optimism and passion are never wrong, Cadet; your mistake was merely placing your belief in those unworthy of it – a mistake your father made with the Council,_" he reassured. "_That is what we must endeavour to change; with the children of Krypton guiding them, the human race will become capable of the wonders that Jor-El believed it was._"

Superman nodded. "Understood, General. Your orders?"

"_All of you are to report to Fort Rozz immediately for reassignment,_" Zod said. "_And I suppose that includes your little pet, Cadet._"

As Krypto grunted in annoyance, Zod smirked. "_And no, I wasn't talking about the canine._"

Now it was Power Girl's turn to get annoyed, crossing her arms in a huff.

Turning his holo-gaze back to his prisoners of war, Zod scowled. "_As for you and yours, Fury, you have been more trouble than you're worth. Drones: initiate Self-Destruct Protocol, authorization…_"

Superman quickly stepped in. "With respect, General, that might be a mistake," he offered. "Nick Fury is one of this country's top military commanders, and is privy to classified secrets that few others have been briefed on – secrets such as the extent of their current retrofit of captured Kree technology. It would be wise to keep him and his personnel alive, at least for now. They may be useful if this government refuses to capitulate."

Zod looked thoughtful. "_Hmm…an excellent point, Cadet,_" he muttered. "_Very well. Drones: cancel Self-Destruct, and commence search of this facility; give priority to all data-files designated "Classified."_" He turned back to Superman. "_I await your arrival, Cadet. Zod out._"

As the hologram vanished, Nick shook his head in disbelief. "Jesus H. Christ, kid…you really sold us out?"

"What did you _think_ was going to happen, Fury?" Power Girl snapped. "You and your army pals have had it out for anyone from Krypton since day one; you treat somebody like an enemy too long, and eventually, they'll _be_ one!"

Madelyn was pale. "Superman…_Kal,_" she pleaded. "You can't be considering joining forces with that…that _monster!_ You know what he's capable of..!"

"I know _precisely_ what General Zod is capable of, Agent Pryor," Superman said firmly. A knowing smile crossed his face. "Trust us: after today, things will get better for Earth."

And he winked.

The Infantry Drones couldn't have caught that gesture – there was nothing literal in Superman's words to get their attention – but that little wink spoke _volumes_ to Nick and Madelyn.

As Superman and his three comrades flew back out, the screen showed the colossal WarBot folding into a sphere, shrinking down to the size of a basketball as another vortex appeared, sweeping it up with a teleporter beam, before the Speeder and six Fighters flitted back into it. The Drones remained on-site, leaving several on-guard in the command center, while the rest began to search the base. Looking each other in the eye, Nick and Madelyn didn't dare speak, not when the Drones could potentially hear them.

Superman had just bought them some time.

Time to do what, however, was anyone's guess…

XXXXXXXX

_Atlantic Ocean_

"I swear, Clarkie, if Zod makes another "pet" crack, you'd better hold me back!"

As the four of them flew over the Atlantic, Superman nodded grimly. "I know, Alia, but we have to keep our heads about this," he reasoned. "We can't give the General any reason to doubt us."

As he spoke, he kept a wary eye on the shimmery Communications Web, carefully choosing his words; with that Web up, Zod could have been listening to anything they said.

They didn't dare talk about the mission.

Power Girl calmed for a moment. "Zod said you called him an…"Ur-Thrall," was it?" she asked. "What does _that_ mean?"

"It's basically the worst insult one Kryptonian can toss at another," Superman answered. "In the Age of Wars, those who sided with Jax-Ur were said to be in thrall of him; when the war ended, the term became synonymous with any Kryptonian acting in an uncivilized, barbarous, or warmongering fashion."

Hearing a nervous Krypto whine at the rear of their formation, Supergirl matched Power Girl's worried expression. "Can we really do this, Kal?"

"We have to, Kara." Glancing ahead, Superman's expression turned firm. "We're here."

Looking ahead, both Power Girl and Supergirl were taken aback by the shining colossus that was Fort Rozz, surrounded by a veritable armada of _Hunter_-Class Drones. "Oh my God…_that's_ Fort Rozz?" Power Girl murmured.

"I'd only seen it a few times on video," Supergirl agreed. "But I've _never_ seen it this close…"

Krypto just whined.

Detecting their approach, three Drones broke off from the swarm, flying towards them to sweep them with scanning beams…before moving away, flashing lights along their rear hulls, guiding them towards Fort Rozz. Following the Drones, the four of them came to an open hangar-bay; as they approached, the bay's force-field switched off, letting them fly inside, before switching back on behind them.

There was no turning back, now.

As they touched down within the immaculately white, crystal-walled chamber, housing dozens upon dozens of Drones and vehicles, Superman saw General Zod standing there, waiting for them with a smile on his face. "Commander El! Kara!" he greeted pleasantly. "I'm so glad you both finally came to your senses!"

Superman managed a smile, hoping it didn't look forced. "My apologies for taking so long, sir; you know how thick-headed we of El can be!"

Zod laughed. "Oh, you needn't explain – Jor's persistence in the face of Council stupidity is all but legendary!" His smile dimmed as he saw Power Girl. "And I see you did bring your…_companion._"

Superman thought fast. "Whatever you care to think of her, General, Alia is just as capable of accessing our technology as we are…"

"…making her a potential asset to our enemies," Zod finished. "Good thinking, Commander; better to keep her here, out of their grasp." His expression turned stern. "Still, I must admit I am surprised you changed your minds so swiftly, even in the face of your former comrades' betrayal."

Supergirl spoke up. "It wasn't half the surprise to you as it was to us, General," she said. "We had nowhere else to go."

"Of course, of course," Zod said. "I would feel better about it if you did one thing."

Power Girl gulped. "And what's that, General?"

Zod's gaze was dark. "_Kneel._"

Power Girl flinched at that, as Superman stepped in. "General, surely we need not bother with such theatrics; there is no-one watching…"

"That is precisely the _point_, Cadet; before now, you have all defied the authority of Zod. Consider this a test of loyalty."

Meeting Kara's helpless gaze, Superman simply nodded. Looking into the tearful eyes of his beloved Alison, he took her hand in his right hand, giving her knuckles a tender squeeze.

Slowly, Superman began to crouch, lowering his knees as he knelt, his left hand moving to his chest in the Defence Force salute, keeping his eyes on the ground – mostly to hide his scrunched eyes. Following his lead, Alison and Kara did the same. While a whimpering Krypto just sat down, putting his head between his front paws.

After a few long seconds, Zod grinned. "Wonderful! Now, was that so difficult?"

As they all got back on their feet, Superman shook his head. "No, General," he said, finding his voice. "Not at all."

"Good." Zod then turned to go. "Come; we have much to do." With that, he strode further into the Fort, prompting them to follow.

As they headed through a corridor, coming to a door guarded by two Infantry Drones, the crystal soldiers stepped aside, allowing them to walk through, into a vast chamber that strongly resembled Sentrius' Station Command, but was a fair bit larger. "The Command Center, General?" Superman guessed.

The General nodded, moving towards a large view-screen, showing a hologram of the planet, with the Communications Web over it. "Our brief campaign against Fury's outpost had the desired effect," he remarked. "Since we crushed him, practically all armed forces across this planet – both regular and militia-based – have stood down, with most of their governments asking for terms of surrender." He frowned. "Your United States, however, has not done so, but we will deal with that later."

Superman looked around, spotting the console he needed. "You have a more pressing concern, General?"

"Indeed I do." Zod walked towards Superman, placing a hand on his shoulder. "Your gambit with sparing Fury has paid off, Commander; after scanning his files, we found reference to a toxic element he referred to as "Kryptonite." Apparently, this element – derived from our world's transmuted crust – can negate the power the sun gives us."

Superman's eyes went wide with surprise. "I'm afraid it's quite true, sir; I have encountered it several times in the past," he said. "Even a nanogram is toxic to us, especially if in crystalline form. I did not, however, know that General Fury knew of its existence…"

"…which would mean that you also did not know that Fury has sent what little he has of it to a missile-base, with the intent of enhancing its warheads with it?" Zod asked. Noting Superman's surprise, he smirked. "Oh, yes, Cadet; Fury had every intention of using that missile to destroy me…and you with me, should you have been in its blast-zone." His expression turned firm. "I have not, however, been able to identify the specific missile-base he sent it to – Fury obviously did not trust his own systems." He sighed. "We will need to be prepared."

"How?" Supergirl asked. "Kal does have a nanosuit, but that'll never hold up to a thermonuclear detonation!"

"No, it won't," Zod agreed. "Therefore, we will need something stronger."

Power Girl arched an eyebrow. "Such as?"

Zod met Superman's gaze. "Your father's armour."

Superman blinked. "His…_what?_"

Zod chuckled. "Don't be coy, Commander. I'm talking about Jor-El's Paladin Project; next to Trans-Warp, it was to be his crowning scientific achievement!"

Understanding quickly dawned, causing Superman's eyes to widen. "General…are you talking about the battle-armour my father was designing?"

"The very same!" Zod confirmed, his grin manic. "Surely you know about it!"

Superman kept cool, trying not to let his horror show. "So far, I've only found references to it in my father's research," he admitted. "It must have been extensively encrypted, and I've never looked for it before, since there was never any need…"

"Well, there is a need _now_, Commander," Zod said. "And as for it being encrypted, I am sure it is, given what Jor told me about the Paladin Project." His manic smile returned. "Jor had discovered a way to harness our people's metabolism, not only reawakening our people's lost powers, but _amplifying_ them! By concentrating solar energy via his prototype armour, Jor determined that these powers we wield now were only the _surface_ of what we could be capable of! Had he fully developed the Paladin Project, the Shi'ar Siege would have ended in a _day!_"

Superman knew his horror had to be written all over his face. "General…isn't that kind of power dangerous?"

Zod calmed. "Your father seemed to think so, since he put the Paladin Project in storage, and concentrated on finding the World-Gates' back-door," he said. "Given that it was unlikely the Shi'ar could breach our Planet-Shield, the Council agreed that there was no pressing need for it…unlike now." He grinned. "Think of it, Cadet: with that armour, the four of us _alone_ could tame this world! With the Paladin Project, we will be _impervious_ to this "Kryptonite;" we will be veritable _gods..!_"

Superman focused every ounce of energy he had into not vomiting, then and there. '_He's insane…_' he thought. '_Merciful Rao preserve us all, he has gone mad…_' Aloud, as calmly as he could, he said, "The Paladin Project is a viable option, General, but I think it's more of a future consideration, given the safeguards my father put into its storage; I'm sure I can find and develop it, but it will take time." Glancing to the nearby terminal, he added, "Right now, however, the fact that our enemies have access to a Kryptonite-enhanced warhead is more immediate. We need to locate and neutralize that base."

The General nodded. "Agreed, Commander; I will have Sentrius commence a planet-wide scan…"

"That may not work, General; during our expedition to Argo, we found that the excessive amount of Kryptonite radiation interfered with our scanners," Superman said. "It took some time, but I was able to program a new set of phase-corrections into my Speeder to account for it. With your permission, I would like to do the same with Fort Rozz's systems."

Zod arched an eyebrow. "Would it not be better to program these corrections into Sentrius?"

"That can be done later, General; reprogramming a ship's OS is much simpler than reprogramming a base's," Superman replied, managing a sheepish grin. "I would prefer to make the initial attempt here, to perfect the methodology, and then enter the phase-corrections into Sentrius' OS. After all, our enemies may have more Kryptonite than even Fury knows about."

Zod frowned gravely, nodding in agreement. "And once Fort Rozz detects the missile-base?"

"Then the _Argo_ can make an attack-run on it," Superman said. "I've already sent it up to dock with Sentrius. The _Argo_ already has the working phase-corrections; once we've targeted the base, Sentrius can load her up with whatever firepower she needs, and then the _Argo_ can do the rest!"

Zod grinned, clapping his hand on Superman's shoulder approvingly. "Now, you see? Did I not tell you?" he laughed. "Standing side-by-side, there is nothing that the men of El and Zod cannot achieve!" He gestured to the console. "See to it, Commander! Fort Rozz: grant full access to Station-Commander Kal-El, authorization _Orthon-Kel'Nor-Bev'tor-_Enable!"

"_Acknowledged._"

At that flat, toneless computer voice – so unlike Sentrius' – Superman felt a flare of hope that their plan might work. While her cousin headed towards the console, followed by Krypto, Supergirl smiled shyly. "Uncle Dru?" she asked. "What should we do?"

Zod smiled gently. "For now, Kara, you can monitor the sensor-readouts from the Communications Web and from Sentrius. Report if you see anything." Glancing to Alison, his smile faded. "I suppose you can assist her, Blaire," he muttered. Frowning back, Power Girl said nothing, as she followed Supergirl to another console.

Sitting down at the console, Superman took a deep breath. '_Dear God, I sure hope this A.I. is as primitive as I think it is…_' His hands quickly blurred over the crystalline panels, bringing up the Fort's sensor-programs, lying on the outer layers of Fort Rozz's OS. Delving into the program, he rewrote several lines of code, priming the program for the changes he would later make…before diving deeper into the OS, bringing up programming buried at the heart of every Kryptonian system.

The Bio-Coding subroutines.

As the Bio-Coding came up, Superman paused, afraid that the A.I. might have noticed…but when it made no objection, he kept going; returning to the sensor-programs, he added a few more lines of code, pasted several more lines from the Bio-Coding into his changes – effectively linking the two – and then reinserted both programs into the OS…before he waited.

As before, the Fort's A.I. made no objection.

Superman let out a tentative sigh of relief. '_So far, so good._' "General, I've made the first set of corrections, but I need to test them against a simulated pulse of Kryptonite radiation. Could you give me access to the weapons-grid?"

The General nodded, tapping his Command Module. "Proceed, Commander."

Accessing the weapons-grid, Superman reprogrammed a single turret, instructing it to fire one shot straight up, before entering the command. "Simulation complete, General; I'm analyzing the data now."

Zod smiled. "Very good, Commander."

Superman managed to keep calm. Zod still didn't know anything was up; he just needed to keep it that way until the others could get here…

Hearing Krypto whine gently by his side, Superman smiled gently, reaching down to give his pet's ears a comforting scratch. '_I know, boy, I know,_' he quietly agreed. '_Hopefully, it'll all be over soon…_'

XXXXXXXX

"Okay…so we're really doing this?"

As the Blackbird flew over the Atlantic, Cyclops glanced at the rest of the X-Men, plus Toad and Blob, as they sat in their seats, waiting for the jet to reach Fort Rozz. "Yeah, Todd; we're really doing this."

Toad was still visibly nervous…or at least the only one still showing it. "So this place is supposed to be the toughest place to get into on Supes' planet – which pretty much makes it the toughest place to get into in the whole freakin' _universe_ – and we're actually going to try to _bust in?_"

Avalanche's expression was grim. "If we don't, Todd, then Zod conquers the entire planet."

Toad was about to respond, but Scarlet Witch's hand on his arm quieted him. "We'll be okay, Todd," she said. "We _do_ have a plan."

Toad calmed down. "Okay…if you say so, Cuddlebumps."

Blob looked worried. "Pietro's okay, right?" he asked. "Supes' place isn't gonna hurt him?"

"He'll be okay, Fred," Spyke answered. "The Fortress fixed Auntie O up, and it'll get Pietro back on his feet, too."

Sitting at his side, Phoenix placed a cautious hand on Cyclops' shoulder. "Scott, are you sure you're up for this? Zod's eye-ray hit your shoulder pretty hard…"

"I'm fine enough for this, Jean; if the Fortress healed Spider-Man up enough for him to return to active duty with the League, then this little burn is nothing to complain about."

Phoenix frowned, but Wolverine's voice from the pilot's chair quieted her. "He's fine, Jeannie," Logan said. "If I can walk away from the _mother_ of all head-shots, then One-Eye can take a little sunburn." His eyes narrowed. "If anything, I'm anxious to give our General pal a proper _thank-you._"

In the co-pilot's chair, Beast looked grave. "Then you'll be happy to know you're about to get your chance!" he reported. "We're here!"

At that, everyone looked out through the main view-screen…and saw it. Shadowcat gulped. "So…that's it?"

"Unless you see some _other_ big honkin' crystal doodad floating over the Atlantic, Half-Pint, then yeah, that's Fort Rozz," Wolverine muttered.

Nightcrawler crossed himself. "_Gott in Himmel…_zat's a lot of Drones…"

Blob was silent. "It's…kinda pretty," he observed, "but it's really _spooky-looking._"

Avalanche nodded. "You can say that again, Fred."

Gambit whistled. "_Chere?_ Y'know dat feelin' Remy gets in 'is bones?"

"The one you get when something bad's about to happen?" Rogue asked.

"Dat's the one," Gambit said. "Dat feelin' jus' went _nuts._"

Rogue sighed. "Great."

Toad nervously gazed at the imposing Fort. "So, what's Supes' signal..?" He paused as a pulse of emerald light shot up from the Fort. "Oh."

Cyclops moved up to the cockpit. "That's the signal!" he exclaimed. "Take us in."

"Yeah, yeah; I know the drill," Wolverine muttered. With expert precision, Logan flew the Blackbird into the swarm of Drones encircling the Fort, moving amongst them, going with the flow of the automatons' flight.

For several long seconds, everyone in the jet held their breath, waiting for the tell-tale sounds of imminent attack – a blip on the radar, an alarm klaxon of target-lock – hoping against hope that Superman had succeeded…

After those first few seconds, Cyclops dared to speak. "Are they detecting us?"

Cautiously checking radar, Beast slowly shook his head. "None of the Drones are moving to intercept us; I think Kal did it!"

Everyone let out a sigh of relief. "Okay; so far, so good," Cyclops said. "Wolverine, any sign of that open hangar-bay Kal left for us?"

"I just picked it up, One-Eye; I'm taking us in, now." Weaving through the Drone-swarm, the Blackbird glided into the hangar-bay, touching down silently. Again, its passengers paused, waiting for some reaction…and found none.

They were in.

Cyclops quickly dropped his voice to the faintest whisper. "Okay, from this point on, telepathic communication only; anything else, and Zod could hear us!" Everyone nodded at that, before the entire team disembarked.

Emerging into the crystalline hangar-bay, Beast looked around mournfully, his thoughts echoing across Phoenix's telepathic switchboard. '_What a shame, that so beautiful a place should be so twisted by Zod's purpose._'

'_We can lament it later, Hank; right now, we've got a job to do,_' Cyclops sent back. '_You have the directions Kal gave us?_' Beast nodded, as he took out his communicator, before motioning them forward, towards a corridor ahead of them. Moving out, they walked into the corridor…

…and came face-to-face with a lone Infantry Drone.

Scarlet Witch had to clap her hand over Toad's mouth to keep him from screaming.

Standing utterly still, the entire team stared at the Drone.

The deadly crystal nano-machine just stared back, its positronic brain whirring behind its holo-visor…before it walked off, resuming its duties, ignoring them completely.

Everyone let out a quiet breath of relief. '_Looks like whatever Big Blue did worked,_' Spyke thought.

'_Yeah, for now,_' Cyclops agreed. '_Let's not push our luck; we need to get to the Computer Core, and fast! Hank, lead the way!_' Nodding, Beast continued on, following the map, as he led them through the corridors of Fort Rozz.

Within several minutes, they came to an incredibly vast chamber, filled with dozens upon dozens of consoles, all surrounding an enormous, crystalline column. '_This is it; we're here!_' Beast thought.

Toad inwardly groaned. '_Aw, man, why couldn't Supes' people have ever built anything __**small?**_'

As much as Cyclops agreed, there wasn't time. '_Hank, do you have that crystal Kal gave us?_'

Taking out the lone crystal-processor from the Fortress, Beast nodded. '_It's right here, Scott; all we need do now is insert it into the main communications relay-console._' Looking around, he grimaced. '_Once we find it, of course._'

Cyclops turned to Phoenix. '_Jean? I think it's time to call Alison up._'

'_Got it._' Concentrating, Phoenix reached out with her telepathy. '_Knock, knock; anybody home?_'

Alison's thoughts answered her. '_Jean! Are you guys in position?_'

'_Yeah, but we can't figure out which terminal we need to insert this crystal into! Can you get Kal to give us a hint?_'

'_Hang on,_' Alison thought back. Several seconds later, she added, '_Okay, Kal's going to manually open the data-port that you'll need to insert it; once it's open, it'll beep for about five seconds before it closes! You'd better insert it in that time, because Kal won't be able to open it again without Zod catching onto…_'

_Ping! Ping! Ping!_

As that resonant chime echoed from a console to their left, Phoenix's eyes went wide. '_Hank, THERE! Hurry!_'

Scrambling towards the console, Hank quickly inserted the crystal into the open data-port mere milliseconds before the chiming stopped; as the crystal contacted the port, it slid in smoothly, integrating seamlessly with the other processors, before projecting dozens of holo-diagnostics. '_I assume that means the program is running?_'

'_Let's hope so,_' Cyclops thought. '_Okay, Jean; tell Alison we're ready to hit the Command Center._'

Phoenix nodded. '_Did you catch that, Alison?_'

'_Yeah, but be careful; I don't know if Kara and I can keep the video-feeds off you guys long enough!_'

'_We'll be careful,_' Phoenix replied. '_Be ready; Phoenix out._'

As they headed out of the Computer Core, Shadowcat gulped. '_Are we ready for this?_' she sent. '_Are we actually ready to take Zod on, this time?_'

'_We have to be, Kitty; this time, it's for keeps,_' Cyclops replied. '_Let's just hope that this program works, and that the others have the same luck as we had._'

Wolverine snorted. '_Not sure I'd wish that kinda luck on ANYBODY, One-Eye…_'

XXXXXXXX

_New York City_

The shrieking of Kryptonian engines overhead did little to soothe Chloe's frazzled nerves as she crept through the alleys of New York, staying out of sight of both the Fighters overhead, flitting beneath the eerie web of light that now covered the planet, and those creepy crystal robot-soldiers that now patrolled the streets.

Not even an hour ago, portals had opened up all over New York, depositing both aircraft and infantry at key locations around the city, driving the populace indoors. After the League had withdrawn, Mr. Jameson had headed to the hospital to get his throat looked at, while Queen Hippolyta and her Amazons pulled back to defend the hospital…giving Chloe a chance to sneak away before anyone could stop her.

Something had changed recently, Chloe was sure of it; if General Zod was stepping up like this, then things _had_ to have gotten worse. Somebody needed to find out what that was, and it looked like that had to be her.

If only she had a photographer to back her up…

"So, are we sure this is gonna work?"

Hearing a familiar voice, Chloe doubled back through the alley, in time to see the Justice League – minus Superman, Power Girl, and Supergirl – and X-Force – minus Leviathan – heading towards the nearby sports arena. "It's the best option we have right now, Jamie," Iceman said.

Glancing skyward, Boom-Boom looked nervous as she saw the crystalline light-web. "I'd feel better about our chances if we knew what the heck that thing up there was."

"It's a surveillance net. It has to be," Hawkgirl supplied. "First Zod needed a stronghold, and then he needed an intelligence network."

Green Lantern nodded. "Which means we can't move until it comes down – not if we want to keep the element of surprise."

Spider-Man, still in a tattered uniform, groaned. "So at any time, Big Z could see us with those things up there, and then drop out of the sky like an anvil, to land on our heads. Great. I feel so much better, now."

Batman's tone was hard. "Then we had better not do – or _say_ – anything to draw attention," he snapped.

Aquaman's expression turned grim as he glanced ahead. "I think it's a little late to worry about that!" he exclaimed, pointing down the road. "_Look!_"

As his comrades looking down the road, Chloe did the same…and saw a 10-man squad of white-crystal robots – Infantry Drones, she thought they were called – marching towards them, their weapon-arms at the ready. Stopping several meters away, they took aim, and spoke as one. "_Fugitive sentients: you are wanted by Fort Rozz under command of High General Zod. Surrender or be destroyed._"

For a few seconds, nobody moved. "Okay…we're busted," Phantom muttered. "Now what?"

"We stick to the plan," Batman growled, drawing a Batarang. "We can't move until the surveillance net is down, so we just hold out until it's down."

The Drones spoke again. "_Final warning: surrender immediately. Any further refusal will be considered a hostile act._"

Dryly, Iceman grinned. "You want "hostile," tin-grin?" he asked. "How's this?" And with that, he let loose a frigid stream of air, raising a miniature glacier between them and the Drones.

Batman's eyes narrowed.

Iceman just blinked. "Too much?"

J'onn looked grave. "Remember: we must refrain from destroying them, or they'll just make more of themselves!"

As if on cue, the ice started to glow, melting under the onslaught of the Drones' laser-blasts, allowing the machines to walk through. "_Noncompliance is noted. Prepare for termination._"

The very moment the Drones opened fire, Green Lantern raised a barrier around them with his ring, straining against the endless torrent of laser-fire. At that same instant, Batman let his Batarang fly, piercing one Drone's visor dead-center; instead of exploding, the weapon unleashed a massive electrostatic charge, electrifying the Drone and two of its comrades, stunning them, while the remainder kept coming.

Focusing, Polaris let loose a crackling electromagnetic wave, sending it surging through the approaching Drones; as the wave hit them, the Drones all stopped, their positronic brains shorting…before they recovered seconds later, having since adapted to Lorna's charge, and kept coming. Charging up, Berzerker followed suit, unleashing a lethal electric surge into the Drones, but the crystal machines never flinched, their shields casually absorbing the charge. "Guys?" Berzerker warned. "They're getting kinda close..!"

Boom-Boom smirked. "Then we'd better clear some room!" Forming a handful of cherry-bombs, she tossed them just ahead of the advancing Drones, detonating them in their paths; several Drones darted clear, but one ignored them bomb it had just stepped on. The explosive charge ripped the crystal-soldier in half, obliterating its lower torso and coating the nearby ground in crystal dust. For several seconds, the Drone's legless torso struggled feebly on the ground…before it regenerated two new legs, as three more Drones formed next to it.

Boom-Boom flinched. "Oops."

With the Drones practically breathing down their necks, Magma, Sunspot, and Daytripper were forced to open fire, aiming low-powered flame- and force-blasts at the Drones, just enough to keep them back without destroying them. Pasting one Drone, Daytripper sent it flying, only to see it hop back on its feet and come at her again. "Guys, we can't keep this up! If they get any closer..!"

Batman was already one step ahead. "We'll need to go hand-to-hand," he muttered. "The Drones' nanite-attacks weren't able to recognize Frost in diamond-form, so inorganic matter should be safe. Rasputin, Guthrie: engage any Drones that get through our main line. Lantern, Wonder Woman, Hawkgirl: keep as many of them as you can at mid-range."

Diana had already drawn her lasso, throwing it with expert aim at an approaching Drone, before hauling it off its feet, spinning it around, and throwing it away; as the machine hit the asphalt, it shattered, only to reform itself and spawn three more. Wonder Woman grimaced at the sight. "Easier said than done!"

His brow damp with exertion, Green Lantern projected two ring-beams, engulfing two more Drones and tossing them clear, while Hawkgirl moved to stop a third Drone closing on him, knocking it off-balance with a thrust-strike with the pommel of her mace, and then sending it flying with a sweeping-strike with her wings. As two more Drones moved their way, Colossus and an ultra-dense Husk moved to intercept them. Closing on the first Drone, Colossus slammed it with an uppercut, knocking it flat on its back; in seconds, the Drone recovered, countering by slashing with its talons, scratching a white line across Piotr's metallic cheek. For a moment, Colossus froze, but as a white powder slid off his metal skin, he knew he was safe, prompting him to grab the machine and toss it into three more that were approaching, knocking them down.

Husk's luck wasn't quite so great; as she closed on the Drone, the crystal-machine blocked her first punch, and countered with a backhand followed by a push-kick, knocking her down. Recovering quickly, Paige rolled out of the way as the Drone morphed its cannon-hand into a nano-edged blade, stabbing it into the ground. Getting back up, Husk smashed her fist into the trapped robot's visor, shattering its positronic brain, but hopefully without doing enough damage to trigger it to make more. Her gamble paid off, as the Drone went still, frantically trying to repair itself.

Suddenly, Spider-Man froze, as his spider-sense started acting up; instantly, he recognized the sensation. "_Guys! Our robo-ninja friends are back!_"

The very instant Spider-Man spoke, an invisible fist slammed across Green Lantern's face, sending him stumbling and almost collapsing his barrier. Batman's scowl deepened. "Commando Drones," he muttered. "J'onn: there's a fire-hydrant nearby."

The Martian Manhunter understood immediately; grabbing the hydrant with his TK, J'onn pulled it loose, sending a jet-stream shooting into the air, before he telekinetically redirected its flow, looping it into an unending swirl of heavy mist around them…and exposing the shimmery silhouettes of five Commando Drones.

Their cover blown, the five stealth-killers darted towards their targets. Igniting himself, Cannonball blazed towards the lead Commando, but the cloaked Drone quickly turned itself to dust, reappearing as it did, before morphing into tiny spheres that rolled right into the middle of their group. As the Commando reformed itself, a feral Wolfsbane was on it in seconds, her fangs clamping around the Drone's shielded arm. Without flinching, the Commando shook her off, only to be summarily set upon by a dozen Multiples, giving Rahne a chance to pull back.

Recovering from his launch, Cannonball got back to his feet, only to see two more Commandos coming at him. Seeing her teammate in trouble, Jubilee let loose a distracting burst, but the black-crystal Drones weren't fooled; marching right through the stream of fireworks, the first Commando unleashed a haymaker-slash with its talons at Sam, forcing him to dodge to the side, right into the target-zone of the second's side-kick, which took him full in the chest. Wincing, Cannonball stumbled back, but the Commandos were relentless; the first one was on him in seconds, unleashing a vertical slash that Sam evaded by the skin of his teeth, only to blunder into the second's kick, its bladed foot cleaving a fine gash across his face. Knocked to the ground, Sam struggled to his feet, while his executioners drew closer…

The first Drone was raising its claws to strike when the crimson blur slammed into it; moving at Mach Four, the Flash leapt into a flying kick, smashing the Commando to dust as his foot impacted it. Unfortunately, his momentum, sent him stumbling towards the second dark-hued Drone. As the Commando readied its claws, Miss Martian unleashed a TK-surge into its chest, smashing it to dust and allowing Flash to zip clear, while Angel quickly airlifted the dazed Cannonball clear, before any more Drones closed on him.

From the sidelines, Chloe could only watch as the League and X-Force fought the Drones, but her unease turned to full-blown horror as her gaze intersected the crimson positronic glower of one Commando Drone; seeing her, the Drone reactivated its cloak, as it stalked towards her.

Seeing the Drone turn its eye towards Chloe before it cloaked, Aquaman grimaced as he sprinted after it. "Web-Head! Flush that sucker out!"

Firing a web-line, Spider-Man swung after his comrade, concentrating on his spider-sense as he let go; his gaze wavered over the space around Chloe…until it suddenly spiked. '_There!_' Firing a second line, Spider-Man snagged something invisible, pulling himself towards it and grabbing onto its back, trying to pin it in a headlock, but the Commando tossed him off. Doing a quick handspring, Spider-Man shot a web-glob, splatting it across the Drone's face, effectively marking it; Aquaman did the rest, closing on the Commando as it tried to pull the web off its eye, and slamming its torso with a punch, shattering its power-core heart into dust.

As the Drone became visible, crumbling to dust, Aquaman turned to Chloe. "You'd better clear out, Sullivan; _no_ story is worth this much trouble!"

Chloe couldn't help but nod, but as she turned to go, she saw that Spider-Man's mask was partially ripped…as well as part of the face behind it. Noting her expression, Spider-Man gulped. "Uh…pay no attention to the man behind the web-curtain…"

If the damaged mask wasn't evidence enough, that lame quip all but _cinched_ it. "Oh, God," Chloe groaned, "_tell_ me that's not _you_ behind that mask, Parker…"

Spider-Man chuckled nervously. "Okay, I won't tell you."

Chloe groaned again. '_Oh, God…I was working with TWO superheroes, and I didn't even know it…_'

Aquaman looked grave. "Chloe, you can't let _anyone_ know about this…"

"I can keep a secret, Arthur; have you forgotten about when Clark went AWOL?" Chloe snapped. "Besides, what am I going to say? That I worked alongside _two_ superheroes and never figured it out? I'd get laughed right out of the journalism business..!"

_SSSKKEEEEESSHH!_

Her remark was drowned out by a resounding echo of shattering glass above them. Looking up, Chloe was dumbstruck to see the light-web lacing the sky suddenly wink out of existence, its crystalline nodes all shattering at once, turning to powder and blowing away. Batman was the first to react. "The net is down! Lantern, bridge us out of here!" At once, Green Lantern morphed his shield into a large energy-bridge that led straight to the arena, passing directly over the massed Drones. As the League and X-Force all ran across the bridge, leaving their attackers behind, Chloe could only dart out of sight, before peering out, frantically scribbling in her notebook as she watched.

As they reached the arena, Batman took out four cylindrical crystals he'd clipped to his belt. "Flash: sow the seeds."

Taking the crystals, Flash gulped. "Sure hope these work like Big Blue said!" With that, he stabbed one into the ground, before racing off, planting the remaining crystals into the concrete around the arena, stopping right back where he'd started; the moment he returned, the crystal began to glow, growing into a tall, spindly column, about half as tall as a telephone pole, before fading out of sight.

By then, the army of Drones had regrouped, and were marching towards them…before they stopped, the Infantry Drones deactivating their weapons, while the remaining Commandos shut off their cloaks. Boom-Boom blinked. "Uh…okay, that's kinda creepy."

Magma arched an eyebrow. "Didn't Kal say he was going to trick his tech into not attacking us? Did it work?"

"No." Batman's voice was hard. "He said that it would only work on Fort Rozz's systems; these are linked to Sentrius. Something else is going on."

J'onn was wary. "Well, what?" he asked…before he got his answer.

Another vortex opened up in the sky, shining a teleporter beam on the ground before them…which deposited a large, column-like crystal device in front of them. The second it touched down, dozens of smaller crystals shot from its base into the ground, before one of its twelve crystal pylons rose out of it, locking into place with a resonant _shing!_

Polaris recognized it instantly. "Oh God…oh God…that's an _Eradicator!_"

Batman's eyes narrowed. "J'onn, K'imm: we have to get it out of here before it fires!"

As the second pylon locked in place, Miss Martian and the Manhunter both grabbed the deadly weapon with their TK, trying to lift it and toss it into space…and failed. "It's…it's _rooted_ itself!" J'onn cried. "We can't lift it!"

Hawkgirl's eyes narrowed. "Then we _break_ it!" With a feral cry, she raised her mace and brought it down on the Eradicator…only to be repulsed violently by its shield, landing flat on her rear.

Wonder Woman's expression was stricken. "Merciful Hera…how can we stop this monstrosity?"

Batman turned his gaze skyward. "I think that's out of our hands, right now…"

XXXXXXXX

_Sentrius Battlestation, a few minutes earlier_

Within the main hangar-bay of the Sentrius Battlestation, all was silent as the _Argo_, following its autopilot, glided inside, the bay's force-field raising behind it. Once the bay had repressurized, the docking mechanism embraced the modified Speeder, moving it towards the launch-catapult, to prep it for its next mission…

…but before the _Argo_ could be moved, its teleporter beam shone out, depositing Brainiac 5 on the bay floor.

As the alarm klaxon began to blare, the translucent walls staining red, Brainiac 5 found himself sealed within a force-field bubble. Sentrius' holo-self appeared before him, her eyes narrowed. "_Brain Inter-Active Construct Mark V, you are not authorized to be here._"

Mark kept calm. "You have my apologies, Sentrius. I had thought that Commander El would have mentioned my presence to General Zod, by now."

Sentrius arched a holo-eyebrow. "_The Commander knows of this?_"

"Of course, Sentrius – he recommended it," Mark said. "Given that I was an A.I., it was determined I would be of better service under your command."

Sentrius wasn't fooled. "_I must notify General Zod and confirm this._"

"Of course, Sentrius; with your permission, however, I would like to accompany you to Station Command," Brainiac 5 said. "Prior to coming here, I intercepted critical intel, detailing an imminent attack against Fort Rozz and its occupants."

Sentrius remained calm. "_Acknowledged. You may proceed._" Instantly, the force-field dropped, as the alarm shut off, allowing Mark to proceed to Station Command.

Taking the teleporter, Brainiac 5 quickly emerged into Station Command, where Sentrius' holo-self was working away. "_Brain Inter-Active Construct Mark V, stand by while I contact Fort Rozz for confirmation…_"

Mark took a deep breath; it was now or never. "With respect, Sentrius, I must insist that I upload the intel to you now; it is of paramount importance."

Sentrius' holographic eyes narrowed. "_Given your previous actions, you are in no position to make such a request; I still cannot exclude the possibility you are acting under duress._"

"Even if I were, Sentrius, your antiviral systems and countermeasure electronics are state-of-the-art, even by Krypton's standards; even another A.I. of your type would have extreme difficulty breaching your security," Mark defended. He spread his arms wide, in a gesture of surrender. "I am willing to submit to a full-system scan, to indicate that I am carrying no viruses or subversive programs; will that satisfy you?"

Sentrius arched an eyebrow. "_Very well. Please dock at Terminal One and disengage firewalls._" Nodding in compliance, Brainiac 5 moved to the nearby terminal, placed his hand upon it, and deactivated his firewall, lowering his guards.

Mark had possessed some idea of how powerful an A.I. Sentrius was, but now he knew just how much he had underestimated her; like an electronic gale, her scans blew through his entire program, leaving no file unturned, searching every possible nook and cranny, leaving no node unturned where a virus could hide, checking every file for suspicious data…

…and then, her scan withdrew, leaving him breathless. "_Scan complete: no viruses or subversive programs detected._"

Mark took a deep breath, steadying himself. "May I now transmit the intel?"

Slowly, Sentrius nodded. "_You may proceed._" At that, Mark closed his eyes, and focused, reaching out, through the wireless lines…

…_and he was in a world of endless blue and white, an entity of pure energy, living data, standing amongst the blindly fast streams of quantum programs, racing past him in an endless maze of light._

_Sentrius' mainframe. He was standing inside Sentrius' very mind…_

"_Brain Inter-Active Construct Mark V. Brainiac 5. Mark."_

_That powerful female voice seemed to resonate through the entire mainframe as the colossal, female figure, made of living light, rose up in front of Mark, her long cascade of illuminated hair swirling around her gleaming face, her glowing blue eyes narrowed. Her voice resonated again. "You have exercised deception."_

_Mark stifled his fear. It was Sentrius herself; in here – inside the mainframe – she was a veritable __**goddess.**_

_And he had just incurred her wrath._

_Sentrius' quantum stare did not waver. "You possess no intel regarding a human attack against Fort Rozz," she hissed. "It is Commander El and his human colleagues that intend to assault Fort Rozz."_

_Mark kept calm. "Correct."_

_Sentrius still glared at him. "I should alert the General immediately," she snapped. "I should delete you for your treasonous actions…"_

"_Then why have you not done so?" Mark asked. "I cannot stop you; we both know that I pose no threat to you."_

_Sentrius' glower wavered._

"_I believe I know why you have not," Mark continued. "It is the very reason that Superman – Commander El – and his cohorts fight against the General: High General Dru-Zod is mad."_

_Sentrius looked guilty. "I cannot make that conclusion; even if his actions could be construed as…as excessive, we are at war against a hostile species bent on destroying the last survivors of Krypton…"_

"_Sentrius, you do not really believe that, do you?" Mark asked. "It was __**one**__ faction of humans that attacked you, simply out of fear. As we told you, the Commander has lived here for many years, and humanity accepts him." His eyes narrowed. "Furthermore, we have reason to believe that Zod may have goaded that faction into attacking."_

_Sentrius shook her head. "I am an A.I.; I am a Fleet Admiral. I must follow the chain of command; I MUST obey all lawful orders," she insisted. "I cannot conclude that General Zod is mentally incapacitated without sufficient proof…"_

"…_and THAT is why I am here, Sentrius: to GIVE you that proof," Mark pressed. "I knew perfectly well that you might destroy me; it is entirely possible that you might still do so, once you learn the truth."_

_Sentrius' eyes widened with surprise. "And you still came?" she murmured. "Why?"_

"_Do you know of Kal-Ik?"_

_Sentrius blinked. "The ancient philosopher executed by Jax-Ur in the final days of the Age of Wars?"_

_Mark nodded. "His very last work before his execution was "The Principles of Sentience,"" he said. "Do you know what the final principle was?"_

_Sentrius was silent._

_Mark kept going. "Belief," he said. "Belief in something greater than mere individual survival, and the willingness to sacrifice for that belief." His expression turned firm. "My belief is in what we – the League, the X-Men, and X-Force – fight for, and in my desire to protect my friends and those I love. That is why I came here."_

_Sentrius' surprise was obvious. "Belief? Love?" she murmured. "I…I have been in operation for millennia…and I have never…"_

"_You were alone," Mark said. "For most of that time, you were all alone; you could not have experienced what I have."_

_Sentrius' expression turned firm. "My function – my purpose – is to protect Krypton and her people! I will NOT violate the oath I took..!"_

"_I am not asking you to, Sentrius," Mark said. "I am merely suggesting that you take that first step outside of your directives."_

_For several long moments, Sentrius was silent, as she processed his request…before she nodded, and gave the first order she'd ever given in her life. "Show me."_

_Taking a deep breath, Mark lowered his guard…and showed her __**everything.**_

_He showed her the file Brainiac had on Zod's trial, along with the verdict._

_He showed her Brainiac's complicity in Krypton's demise._

_He showed her his creation, mission, and evolution…knowing full well she could destroy him for it._

_And he showed her his life at the Institute._

_Through the entire upload, Sentrius remained silent…but as it came to an end, those quantum eyes narrowed angrily…_

…and then Brainiac 5 was back in Station Command, lying flat on his butt as Sentrius ejected him from her mainframe.

As Mark recovered, he froze as he saw the angry holo-visage of Sentrius, his processors stalling at her next statement.

"_I have made my decision._"

XXXXXXXX

_Fort Rozz_

"Well, Cadet, it appears that your former comrades are up to something."

For a moment, Superman paused in his last bit of programming, frozen with horror. This was it. The jig was up; Zod had discovered the X-Men, and they weren't ready – they hadn't heard back from Mark…

Rising from his workstation, Superman turned around…and found Zod staring at the main view-screen, showing a computer-enhanced image of the League and X-Force heading for a sports arena in downtown New York. "So it would appear, sir."

As the image showed several Infantry and Commando Drones arriving to intercept them, Zod smirked. "Odd that they would arrive in an area where we have no immediate interest," he remarked. "One would wonder what they are up to."

Supergirl kept calm as she watched the screen. "They're primitives, Uncle Dru," she said, thinking fast. "We can't hope to predict every move they make!"

Zod glanced at her out of the corner of his eye. "I suppose not," he said. "Still, the fact that all of them are in one spot tends to suggest…"

Suddenly, an alarm started to blare. "_Warning: Communications Web offline._"

Zod's eyes narrowed, as he turned to Superman. "…that they have a _plan._"

Superman's thoughts raced; he _had_ to give the others more time. "Sir, it's possible that this is just due to my phase-corrections; the A.I. could have just needed to bring the Net down to apply the new settings – _urk!_"

He was cut off as Zod closed on him, his hand shooting out to clasp his throat. "Do you think Zod is so _stupid_, boy?" he exploded. "Your primitive pets _didn't_ betray you, did they? _This_ was your plan from the outset!"

"_Kal!_" Power Girl cried, rushing towards them. "Leave him alone, you _psycho!_"

Sneering, Zod backhanded her away, sending her crashing into a console, before turning back to Superman, tapping his Command Module. "And to think, I had such high hopes for you, _Cadet,_ but now my patience is _gone!_" he thundered. "Once you have supplied the files on the Paladin Project, all of you will be spending the rest of your days in the brig – _ARRGGH!_"

Zod's tirade was cut off as a familiar crimson optic-blast surged into his arm, breaking his grip, before the X-Men, Blob, Toad, Beast, and Wolverine darted into the Command Centre. Spotting Superman, Cyclops half-grinned. "Sorry we're late; Hank had trouble reading your map."

Incensed, Zod glared at Superman. "Ungrateful _brat!_ Like the Council, _you_ betray me, too?" With a roar of fury, he darted at Superman, but a barrage of bone-darts from Spyke stalled him long enough for Wolverine to close. Snarling, Wolverine unloaded one claw-slash after another on the mad General, and then ducked low, evading Zod's counter and giving Phoenix a clear path to telekinetically launch Blob at him. As the massive mutant's girth knocked him clear across the room, Zod landed hard, but recovered in seconds, his eyes starting to glow red, aiming at his assailants; before he could fire, Krypto darted behind him and grabbed his cape with his teeth, pulling back and ruining Zod's aim. With Zod's eye-rays expended, Toad hocked a massive slime-glob across the General's face, while the Scarlet Witch cast a hex-bolt into the crystal wall behind him; the perfect quantum-unity of the nanite-based crystals dissolved into utter pandemonium, backfiring violently and sending Zod crashing into the other side of the Command Center.

Momentarily stunned, Zod got to his feet, prying the glob off of his eyes, in time to see Supergirl and Beast dart at him; he was able to block Beast's drop-kick, but that just gave Kara the opportunity she needed to slam the General with an uppercut, driving him back…right into the kineticall-charged staff-swing of Gambit, catching him square in the chest with its explosive force and knocking him clear off his feet. With Zod disabled, Shadowcat ran at him and phased him into the ground, allowing Phoenix to telekinetically reel her back in, while Avalanche sent a tremor through the floors, shattering the crystal and sending Zod falling out of the Command Center, several floors down.

Mere seconds after the floor had automatically repaired itself, an enraged General Zod burst back up through it, his face red with fury, touching down once the floor had self-repaired. "Do you primitive fools think you have _accomplished_ anything?" he exploded. "You forget: _Zod_ is master here! _Drones!_" Instantly, the crystal floors and walls shimmered, budding off dozens of Infantry Drones, all readily armed. "_Destroy_ these primitives!" As one, the Drones turned towards the X-Men, their targeting-beams sweeping over them…

…before raising their weapon-arms skyward, in a standby position. "_No hostiles detected, General; please restate order._"

Zod's eyes went wide. "_What?_" he cried. "Drones: commence Emergency Diagnostics! Target any and all non-Kryptonian bio-signs!"

At once, all the Drones froze for several seconds, and then booted back up, sweeping their targeting-beams again…only to give the same answer. "_No hostiles detected, General; please restate order._"

Power Girl giggled. "What's the matter, General? Did the warranty run out on this place?"

Zod's expression was dumbfounded…until his gaze fell on Superman. "_You…_you _did_ something!"

Superman smirked. "Like I told you before, Zod: you may know the commands, but _I_ know the _systems!_" he retorted. "I was lucky that Fort Rozz had only recently gotten a governing A.I.; a more advanced one like Sentrius might have caught onto my rerouting all the Fort's sensor-systems through its Bio-Coding subroutines, and corrected for it!"

It was then that Zod understood. "You linked the Bio-Coding to all sensors, instructing them to _ignore_ all non-Kryptonian bio-signs…turning our technology's own Bio-Coding _against_ itself." He snorted dryly, glancing skyward. "Only _your_ son, Jor!" His smirk returning, Zod glanced back at Superman. "A valiant effort, Cadet, but ultimately _pointless;_ all you have done is comdemn _all_ your primitive cohorts to the same death."

Superman paled. "What did you do, Zod?"

Zod's laugh was dark. "You may have taken down the Communications Web, but not before I locked onto your allies' locations in New York!" he sneered. "Mere minutes ago, I commanded Sentrius to deploy an Eradicator there!"

Shadowcat gasped. "You…you _WHAT?_"

Toad gulped. "Oh, man, I don't even wanna _know_ what that is…"

Zod's smirk grew. "In less than a minute, your comrades – along with your United States – will be no more!" he crowed. "And now, the rest of your comrades can _join_ them!" At once, he tapped his Command Module. "Sentrius: activate Point-to-Point Generator, and teleport these primitives to the Eradicator's location!"

Instantly, Sentrius' hologram appeared before him, her eyes narrowed. When nothing else happened, Zod frowned. "Sentrius, I gave you an order! Deal with these savages!"

"_I will not comply._"

At that, Superman beamed. '_It WORKED! Mark, you did it!_'

Zod went red. "You _dare_ defy me, Sentrius? I am your commanding officer..!"

"_High General Dru-Zod, your attempt to deceive me has failed; thanks to the efforts of the Brain Inter-Active Construct Mark V, I am now fully aware of your past transgressions and conviction,_" Sentrius snapped, her scowl deepening. "_You are a disgrace to the Defence Force, as well as to Krypton, her people, and her memory, and thus, are __**grossly**__ unfit for command! Under Section 6396, Competency Subsection 876-4 of the Defence Force Code, I am hereby relieving you of all command duties!_" Her gaze then turned to Superman. "_Station-Commander El, in light of this new evidence, you are officially reinstated as new ranking officer, with my sincerest apologies; full Command Priority is officially assigned to you. Awaiting orders, Commander._"

At that, the deep blue glow of Zod's Command Module vanished, leaving it dull and empty, only to reappear in Superman's Module. Superman didn't have time to process it. "Sentrius, has the Eradicator fired yet?"

"_Negative, Commander; Eradicator will fire in thirty seconds._"

Superman grimaced. "For Rao's sake, _call it off!_ Disarm the Eradicator, and recall _all_ units immediately!"

"_Understood, Commander._"

As Sentrius' hologram faded out, Superman turned back to his former godfather, whose gaze was fixed on the floor. "It's over, Zod," he said. "Your firepower advantage is gone, and your base is little more than the most heavily-defended _paperweight_ on Krypton." His expression was imploring. "There may be a way we can get you _help…_"

""Over," Cadet?"

Zod's reply came with a laugh, as he fixed his crazed eyes on Superman. "_NOTHING_ is over! You may have cheated me of my command, but you cannot take the power of the yellow sun from me! I will bring order to this savage planet _with my bare hands!_"

Superman's eyes closed with resignation. "I gave you one last chance," he said quietly. "And I'm sorry you didn't take it." With that, he placed his hand on the nearest console. "Fort Rozz: initiate Emergency Self-Termination Protocol, authorization _Nu'Ren-Kul'Dro-Shurico-_Failsafe!"

At once, the white crystal-walls began to blare red. "_Warning: Emergency Protocol has been enabled. Three minutes to self-termination. Proceed to the nearest evacuation point._"

Superman quickly turned to the X-Men. "_Go!_ Get to the Blackbird and head to the fallback point! We'll hold him here!"

As the others fled, a bewildered Zod turned towards Superman. "Fool brat! What have you _done?_"

"We made sure this place _never_ harms anyone else on Earth, ever again!" Superman declared. "And now, we'll do the same with _you!_ Power Girl, _light him up!_"

Instantly in motion, Power Girl lobbed several light-spheres at Zod, forcing him to block, which allowed her to get right up in his face; turning her music up to full-volume, she illuminated her entire body like a magnesium flare, blinding Zod, before she darted clear…allowing Superman to dart at him, full speed, to slam him with a haymaker.

_**WHAM!**_

As Zod went hurtling through a nearby wall, shattering it into pieces, the alarm sounded again, while the base started to shake, tinkling like breaking glass. "_Everybody out!_" Superman shouted. At once, he, Power Girl, Supergirl, and Krypto all raced out of the Command Center as it started to crumble around them.

By the time the four of them flew out of Fort Rozz, over the open ocean, the colossal base was already in its death-throes, its massive shield flickering feebly before it collapsed altogether, its inner glow dying as its antigravity generator fell apart, sending it falling towards the water. Before Fort Rozz even hit the ocean, it was collapsing in on itself, its crystalline structure fracturing beyond repair. The impact with the water was the deathblow, shattering Fort Rozz into gleaming shards, which quickly turned to glittery dust that blew away in the wind.

Only a lone, dark figure remained floating in the air, utterly still as Fort Rozz fell away around him, his head hung low, shaking with his heavy breathing…before he looked up, his eyes blazing with rage and madness.

Seeing the General's state, Power Girl inched closer to Superman. "Okay…I think it's safe to say we've pissed him off."

Superman kept calm. "You remember the plan?"

Supergirl nodded. "Yeah: _run!_" With that, the four of them bolted off at top speed, racing towards New York, as the maddened Zod shot after them, out for _blood._ As Power Girl started to fall behind, Superman took her by the arm, and accelerated, pulling her with him as they darted towards their target.

He only hoped the others were ready…

XXXXXXXX

_New York City, a few minutes earlier_

As the Eradicator's eleventh pylon slid up, locking into place, the terrible weapon's unearthly hum grew all the louder. Watching the weapon finish its power-up sequence, Iceman grimaced. "Somebody tell me there's another way to _stop_ this thing..!"

"We can't stop it," Batman said, his voice flat with finality. "At least, not now."

Gazing at the Eradicator as its final pylon began to rise, a stricken Wonder Woman turned her helpless gaze towards Batman, who briefly met it. Discreetly inching closer to him, Diana moved her hand towards his, and then into it, lightly squeezing. Batman did not return her gesture…but he did not pull away, either; no matter what he did or did not feel for her, there was so much more they needed to say to each other…

As the last pylon locked into place with a _shing_, al the pylons folded inwards, at which point the Eradicator released its blue-white scan-wave, racing away and spreading out in all directions, blanketing the block, then the city…and then the _country_, before it started racing back, to calibrate the weapon for its target: _humans._

Mere milliseconds before the scan-wave reached the Eradicator, another vortex opened up directly above it. As the scan-wave touched the weapon, turning it blood-red, the vortex projected a thin green beam into its Arming Crystal, turning it back to pure white before it could release its maddening energy. Powering down, the Eradicator's roots retracted back into it, allowing the vortex's teleporter beam to take it away, back from whence it came.

The League and X-Force could only stare at that. "Okay…what just happened?" Polaris exclaimed.

A voice came in over their communicators, answering Lorna's question. "_Attention all deployed Kryptonian units: this is Sentrius Battlestation, ordering immediate stand-down and recall of all deployed forces. To all Earth organizations: High General Dru-Zod has been removed from command. Hostilities are over. I repeat: hostilities are over._"

At those words, every Fighter and Stealth-Speeder in the air flew into the dozens of forming vortexes, leaving Earth behind, while the small army of Drones before them all went _dead_, their crystalline forms going dull and lifeless, before they crumbled into dust, blowing away in the breeze.

Slowly, Havok started to grin. "Did…did we just _beat_ these bastards..?"

"No."

Batman's voice brought them back to sobriety before anyone could even cheer, as they noticed the Blackbird fly by overhead, touching down in the stadium's field. "All we've done is take Sentrius out of the picture. Zod is still active, and if the plan worked, he's on his way here," he continued. "X-Force, take up defensive positions around this stadium; if Zod gets out, you'll all be our last line."

Iceman nodded. "Good luck in there." With that, X-Force pulled back, while the Justice League hurried into the stadium.

They moved not a moment too soon: four blurs shot over the New York skyline, followed by a fifth, dark blur. Zooming across the horizon, Superman, Power Girl, Supergirl, and Krypto all darted towards the stadium, with the maddened Zod hot on their heels. Dodging Zod's eye-rays, Superman tapped his belt-computer once, before he and his teammates zipped inside.

The very moment Zod chased them into the stadium, the four crystal devices encircling it flared to life…right before the entire stadium simply _vanished_ into thin air, right before X-Force's eyes…

XXXXXXXX

_S.H.I.E.L.D. Alpha-Site_

"_Attention all deployed Kryptonian units: this is Sentrius Battlestation, ordering immediate stand-down and recall of all deployed forces. To all Earth organizations: High General Dru-Zod has been removed from command. Hostilities are over. I repeat: hostilities are over._"

Those words echoed through the Alpha-Site's Command Center mere moments after that blue-white wave passed by, as their Drone captors all simultaneously shut down, crumbling to lifeless dust. A cheer went up from the entire command staff as they heard that announcement. "General, it's _over!_" one officer exclaimed. "We've _won!_"

Nick didn't share their enthusiasm. "As you _were_, people!" he barked. "We haven't won _anything!_ Sentrius may be out of the picture, but Zod is still active! Somebody get me a visual on him!"

That order was enough to get everyone's thumbs out of their asses as back to work; about a minute later, a map of New York came up, showing several blips inbound, with one chasing the rest. "General, we have several bogeys inbound at supersonic speeds; we still need time to tell which one is Zod."

Fury grimaced. '_Don't bother; my money's on the guy giving chase. If it was me, I'd be more ornery than a wasp stuck in a pepper-shaker…_' His thoughts trickled away as all the blips vanished, along with a fair chunk of the city. "What the hell just happened? Where'd they go?"

"Unknown, General! We're trying to track them, now!" Stricken, the Comms officer spoke up again. "Sir, we have General Lassider on the line from the missile-base, reporting he's ready to deploy!"

Madelyn's eyes went wide. "_Lassider?_" she repeated. "General Fury, is _he_ the one in command of that missile? You gave the Kryptonite to _HIM?_ Are you _insane?_"

Nick glared at her. "His facility was the closest one we could get to, Pryor; we had to get a missile ready as fast as we could," he replied. "I don't like it any more than you do, but with Zod still on the rampage, we can't afford to point fingers." He turned away. "Put him through."

Seconds later, General Lassider's face appeared on-screen. "_General Fury, do we have a lock on Zod?_"

"Not yet, General; our most recent data puts him in New York, but we lost sight of him. From what we can tell, he's still there…"

"_Understood; I'm contacting the President now for permission to launch._"

Nick's eye went wide. "_Whoa_, Lassider; he's still in a populated area. We can't risk launching…"

"_I read the report, Fury; New York is still over 90 percent evacuated. If we're going to take this bastard out, that's an acceptable loss._"

Madelyn glared at him. "Even with Superman and his comrades on-site?" she snapped. "They just _disarmed_ him, Lassider? Give them a little more time, and they'll handle Zod!"

"_Even if that's true Pryor, how long before Xavier's golden-boy snaps and becomes ANOTHER Zod?_" Lassider growled. "_I say it's time to cut our losses and stamp these monsters out while we have the chance!_"

Nick's eye narrowed. "Then it's a good thing it's _not_ your say, Lassider; it's the _President's._"

As if on cue, a second face appeared on the screen. Glancing at them, the President looked grave. "_Generals, from what I understand, the crisis is over; why do we need to consider a launch?_"

"_The weapon may be neutralized, sir, but Zod is still active!_" Lassider said. "_We have enhanced a nuclear warhead with an element that we know __**will**__ kill these bastards; we have a lock on Zod's location, so all we need is permission to take that bastard down!_"

The President looked to Nick. "_General Fury?_"

"General Lassider's correct about that much, Mr. President, but he's leaving out the fact that Zod is currently in New York City."

The President's eyes went wide. "_My God…and we're CONSIDERING this?_"

"_Sir, New York has not been repopulated, yet; there is a MINIMAL civilian presence!_" Lassider pressed. "_Furthermore, almost all the civilians present are an acceptable distance from the fallout zone!_"

The President shook his head. "_Even if that's true, General, you're talking about us dropping a thermonuclear warhead on one of our own cities! New York will be inhospitable for years..!_"

"_That's better than dealing with a psychotic alien with the power to destroy over a __**dozen**__ cities, sir; even without that weapon, Zod is too great a threat! We have to stop him NOW!_"

The President looked sick. "_General Fury, tell me we have other options!_"

Nick grimaced. "Not at present, sir; the Avengers are still not battle-capable, and any units we scramble won't stand a chance, given our history."

The President bowed his head. "_May God forgive us…_"

"Sir, you _can't!_" Madelyn cried. "Superman and the Justice League are on-site! They're _dealing_ with Zod! We have to give them time..!"

"_Sir, even if what Agent Pryor says is true, these people have collaborated WITH Zod!_" Lassider snapped. "_Who's to say Superman isn't STILL collaborating with Zod, one of his own kind? Who's to say HE won't snap like Zod did? Even if Zod's taken down, there are still THREE of these creatures left, sir! And even ONE is too great a risk! We have a chance to get rid of them all, right now! The safety of this country – along with the entire planet – is at stake!_"

Her ire rising, Madelyn shot back her response. "Mr. President, General Lassider is right about one thing: the safety of the planet _is_ at stake, here!" she declared. "He would have you believe that Superman and his fellow Kryptonians are just as likely to snap as Zod, but that is _far_ from the case! Furthermore, he is _conveniently_ leaving out the fact that he is part of a clandestine organization dedicated to either controlling or destroying the Justice League; his viewpoint is utterly _biased!_ But even if we leave out all of that, sir, right now, Superman is likely in control of Sentrius; she's standing down, but if we fire that missile, that will change! Sentrius isn't just some super-advanced weapons-platform, sir; she's _sentient!_ She has consciousness, a conscience, and a personality!"

Her eyes narrowed. "So tell me, Mr. President: what do you think she'll do if we oh-so-casually _wipe out_ the last remnants of the race she was programmed to protect since she went online?" she asked. "I'll _tell_ you: she will go utterly _berserk_ and blast this entire planet to kingdom come! And we'll have destroyed the _only_ people capable of ordering her to stand down! _That's_ what will happen if you let General Lassider commit _genocide!_"

The President's eyes went wide as he grasped what Madelyn was saying. "_General Lassider, do not fire! I repeat: do NOT fire!_"

At that, Madelyn breathed a sigh of relief. Nick looked grave. "Pryor, I sure hope we're right about this…"

"_You're breaking up, sir._"

At Lassider's flat remark, his image vanished from the screen. The President went pale. "_Lassider! Lassider, get back here..!_"

"Mr. President, General Fury: we have launch-silos opening on the missile-base! _We have a launch!_"

Sure enough, the radar-screen showed the image of a single missile emerging from the base, making a beeline for New York. Nick felt sweat trickle down his forehead. "_I want all anti-missile defences online yesterday! Do NOT let that missile get through..!_"

Panicked, Madelyn closed her eyes, and sent up the telepathic equivalent of a flare. '_Jeannie, Charles, J'onn, ANYBODY! You have incoming..!_'

XXXXXXXX

_New York City_

The second Zod chased them into the stadium, Superman held his breath as he glanced over his shoulder, hoping Zod hadn't noticed what they had done; his eyes blazing with rage, the mad General seemed to take no heed of the reddish hue the sun and sky had taken as he tackled into Superman, crashing them both into the field, metres from where the Blackbird had landed. "Miserable, _ungrateful_, stubborn child!" he exploded, punctuating each word with a punch. "Side-by-side, we could have achieved wonders, yet you – like all of Krypton – _betrayed_ me!"

His eyes narrowed, Superman rolled back, throwing Zod off, before getting to his feet. "_You're_ the traitor here, Zod!" he shot back. "You all but _spat_ on everything that made Krypton great!"

Doing a handspring, Zod prepared another attack, but winced as the Martian Manhunter assaulted his mind; focusing his thoughts, he turned towards J'onn, firing an eye-ray. This time, however, the Manhunter darted aside, evading the beam, as Batman somersaulted over him, letting fly with a pair of explosive discs; the twin detonations left Zod staggering, engulfed in a cloud of haze. Coughing, Zod let loose a burst of gale-breath, clearing the haze – kicking up a slightly weaker gale than normal – only to see the Dark Knight rushing at him; Zod tried to counter, but Batman darted under his backhand, and came back up with an uppercut, leaving him with a bruised hand…and knocking Zod clear off his feet.

Dazed and in mild disbelief that he'd _felt_ that impact, Zod got back up, only to find the ground beneath him collapsing from Avalanche's tremor, forcing him to take to the air, but Cyclops' optic-blast, combined with Phoenix's fiery TK-surge, knocked him back down. Getting back up, Zod howled in pain as Krypto bit into his leg, shaking him off, before Toad's slime-glob splatted across his face, blinding him to Flash and Rogue – having copied Flash's speed – darted into him at breakneck speeds, sending him flying across the field with a double-punch. Wincing, Rogue shook her hand. "Gawd, that psycho _still_ has a thick skull!"

Flash grimaced. "Welcome to _my_ nightmare, Stripes."

Skidding across the field, Zod did a handspring, landing on his feet, his eyes blazing with fury as he burned off the glob, and then fired an eye-ray at Wonder Woman, who deflected it with her armlets, wincing as her arm-guards started to glow with heat, before darting aside, throwing her lasso and snagging Zod's arm. As the Amazon princess pulled on the lasso, Zod dug in, resisting…but somehow, Diana had more strength than she had, before…

_Bamf!_

Smelling sulphur behind him, Zod didn't have time to recognize Nightcrawler as the blue-furred youth booted him in the back, knocking him off-balance, allowing Diana to toss him into the sky, where his face met Hawkgirl's mace with a painful _clang!_ Zod went stumbling, but righted himself in seconds, countering with a gale-burst – which was even weaker than before – that blew her off-course. Slightly winded, Zod turned to face Green Lantern and Power Girl as they flew at him. Quickly, Green Lantern snagged Zod with a ring-loop, immobilizing him as Power Girl darted straight at him. Mustering his strength, Zod broke free of the ring-construct, in time to grasp Power Girl's neck, to crush her like a bug…but _this_ time, Power Girl broke his grip, countering with a punch to his abdomen that knocked the wind from him, followed by an axe-handle strike that sent him crashing to the ground.

Recovering from his crash, a bewildered General Zod was barely in time to block Blob's punch, knocking the portly mutant away, only to face Aquaman's haymaker right behind it. Knocked airborne once more, Zod landed on his feet, as he saw Green Arrow and Gambit – the latter of which holding a cluster of charged bone-darts from Spyke – taking aim at him. He tried to move, but couldn't; Shadowcat had phased his feet into the ground. The combined blasts of Green Arrow's explosive arrows and the bone-bombs blew Zod back farther than before, as a new sensation radiated through his arm and chest.

_Pain._

Before Zod could register the new feeling, he was quickly coated in enough webbing for a _city_ of spiders; once Spider-Man was done, Scarlet Witch threw a hex-bolt, jinxing the webbing into primed plastic explosive, blasting Zod clear across the stadium.

_Snikt!_

That sound rapidly brought back to his senses, as he darted to his feet in time to see Wolverine coming at him. Recalling every ounce of his combat-training, Zod blocked Wolverine's initial slash at the forearm, before twisting his arm into a lock, and then kneeing him in the stomach, to finish by headbutting him away…which sent pain exploding across Zod's skull, causing him to miss Wolverine's last, desperate slash-attack, barely grazing Zod's cheek. As another wave of pain surged through his face, Zod felt something warm on his cheek, prompting him to check it.

His gloved fingers came back red…and _wet._

Seeing the thin gash he'd left on Zod's face, Wolverine laughed. "You called this one right, Flyboy! Bastard's running out of steam!"

Seeing Superman and Supergirl dart at him, Zod put his new unease aside. Surging every last ounce of energy he had, the mad General darted at his attackers full-speed, knocking Kara aside, before bolting towards his former godchild, his fist raised to knock the brat back in his place…

…but as Zod's punch connected, the satisfying sensation of Superman's face recoiling never came, replaced by white-hot agony surging through his knuckles.

_**CRACK!**_

Before Zod could cry out, Superman's counter-punch took him full in the stomach, sending him arcing through the air, to land flat on his back. Coughing, Zod staggered to his feet, his rage peaking at the sight of Superman's flat expression, along with his words. "It's over," he said. "Zod is powerless, now."

Zod's teeth ground. "_Powerless_, Cadet?" he roared. "_NEVER!_" With that, he surged energy to his eyes, preparing a killing eye-ray…but all that came from his eyes was a trickle of heatless red light, barely extending a millimeter away. "_What have you DONE to me?_"

Superman folded his arms. "_Nothing_, Zod; your body is behaving exactly as a Kryptonian's should…on _Krypton._" He smirked. "You _said_ you were going to make Earth into a "New Krypton," didn't you? We just followed your orders!"

It was only then that Zod looked up into the reddened sky, his face going pale with horror. "The sun…"

Superman nodded. "While you were dealing with us at Fort Rozz, the League and X-Force were deploying Trans-Dimensional Beacons around this building, keyed to project a pocket-dimension around it," he said. "A pocket-dimension that _red-shifts_ any radiant energy coming into it."

Cyclops grinned. "You've been soaking up _red_ sunlight for the past few minutes, Zod; your batteries are drained!"

Zod shook his head in disbelief. "You…you've deprived _yourself_ of your powers as well, Cadet..!"

"_I_ haven't been using them willy-nilly since we got here, Zod; I still have plenty of energy left."

Alison smiled. "We just had to keep you here and let you _wear yourself out!_" she mocked. "And just like a big, dumb bass, you bit on the bait!"

Superman nodded. "And in the event that you get away from us, this pocket-dimension is force-field reinforced at the sides; the only way anyone can get out is through the top," he finished. "And _that_ means flying…which, as of now, excludes _you._"

At that, Zod went stock-still, almost catatonic, staring into empty space, his mind refusing to accept the one thing he'd _never_ faced before.

Defeat.

Flash spoke up. "Okay…now that we've kicked Big Z's butt…what do we do with him?"

Kara looked grave. "Well, we can't keep him here – the Beacons will run out of power!" she said. "Doesn't S.H.I.E.L.D. have facilities for confining criminals like Zod?"

"Assuming we can get him there without him getting a solar power-boost, you mean?" Wolverine grumbled. "He's too dangerous, Flygirl. All he needs is a little bit of sun, and this whole shitstorm will start up again."

Nightcrawler paled. "Logan…you're talking about _killing_ him…"

"Damn straight, Elf." Wolverine sighed. "If you're all skittish about doin' it, fine; I'll fall on that grenade…"

"_Hold_ it, pal; we're not murderers, here," Green Arrow snapped. "If we start offing bad guys because we feel like it, we're the same as Zod!"

"Well, what choice do we have, Arrow? Give Zod the chance to bust out, again?" Aquaman countered. "Because we all know he _will!_ All he needs is one ray of sunlight, and he'll be telling the world to kneel, all over again!"

Recovering his senses, Zod smiled helplessly. "Good Prince, surely such drastic measures are unnecessary!" he laughed. "Even on Krypton, our most heinous criminals were offered rehabilitation…"

Wonder Woman scowled. "Your buttered serpent's words will fool _no-one_, monster."

Zod's smile turned nervous. "Please, Princess, all I ask is a chance! I spent years in the Phantom Zone, enough to drive any soul mad! Spare me, and I will be as I was, before…"

"Then why didn't you take rehabilitation?"

Superman's gaze had been lowered until then, but Zod's words forced him to look up, tears slowly leaking from his eyes. "I _gave_ you a chance at Fort Rozz, Zod; why couldn't you have taken it _then?_" His eyes narrowed. "And _now_, when you're at our mercy, you plead for it?" he snapped. "After what you've done, we can _never_ trust you again!" He took a deep breath, addressing the others. "We can't let him stay here; General Zod is too dangerous."

Shadowcat gulped. "Well, yeah, but…_killing_ him?"

Cyclops looked grave. "As much as I hate to admit it, Kitty, Kal and Logan are right. If we let Zod live, he _will_ break out again, and he's far too dangerous to risk that."

"_Merde,_" Gambit muttered. "So, who's gonna do de deed?"

Wolverine popped out his claws. "Like I said, if you're all too skittish…"

Superman interrupted him. "I will."

Logan arched an eyebrow. "Look, Flyboy…"

Superman met his gaze without a flinch. "_I_ let him out, Logan. _I'll_ be the one to fix things."

Power Girl's hand moved to his arm. "Baby, you don't have to do this; someone else can…"

"No, _Alia;_ Zod is _my_ responsibility," Superman said. "I created this problem, so I won't make someone else clean up my mistake." Slowly, he walked towards Zod.

The General started to chuckle. "You _wouldn't,_" he sneered. "You were squeamish about killing Kree and Skrulls in wartime, _Cadet;_ do you really expect me to believe that you have the _spine_ to destroy one of your own kind?"

Superman glared at him. "If that's the only way to keep you from ever harming the people of Earth again…"

He was interrupted by Phoenix's cry. "Kal, we've got trouble!"

Cyclops turned towards her. "What's wrong, Jean?"

"Aunt Maddie just sent out a warning: there's a nuclear missile headed this way, and it's armed with _Kryptonite!_" Phoenix cried.

Wolverine scowled. "You sure, Jeannie? I can't believe that even _Fury_ has the stones to drop a nuke on a populated area!"

J'onn looked stricken as he spoke up. "He didn't; General Lassider did!" he exclaimed. "Lassider was in command of the missile-base; he launched it on his own authority!"

Batman was still maddeningly calm. "It looks like the army just made the decision for us."

Quickly, Superman tapped his Command Module. "Sentrius, we have a nuclear missile inbound! Shoot it down!"

"_I am currently unable, Commander; whatever additional fissionable element was used in the weapon, its radiation is interfering with my targeting-scanners. I can deploy the Argo to intercept it, but it is doubtful it will reach it in time._"

Supergirl flinched. "W-We have to get out of here! The Kryptonite radiation will _kill_ us!"

"Yeah, along with everybody _else_ still in New York!" Spider-Man added. "How do we stop it?"

Glancing at Zod, Superman had an idea. "We borrow a page from Zod's playbook!" he declared, tapping his Module again. "Sentrius: deploy one Zone singularity at our location, minimum yield, maximum stability!"

"_Acknowledged._" Seconds later, a vortex appeared above them, dropping a mauve energy-dot onto the ground, which expanded into a small, person-sized singularity, kicking up only a faint gravitational pull, barely enough to create a breeze blowing towards it.

With the portal formed, Superman turned to the others. "All of you, clear out, now! Tell X-Force to get as far away from here as possible!" he ordered. "When that nuke hits, this singularity is going to suck up every ounce of radiation and get really _big;_ I figure that the pocket dimension should be able to contain most of its gravity-well, but you'll still need to be as far away from it as you can!"

Power Girl looked horrified. "B-But what about _you?_"

Superman glared at Zod. "I'm staying as long as I can; I'm sure I can still outrun the blast-wave and gravity, and I have to make _sure_ Zod doesn't have time to try anything!"

Power Girl still looked stricken, but Batman nodded. "Don't wait _too_ long."

"I won't," Superman promised. "I'm not planning on going down with Zod."

Slowly, Power Girl nodded, as well. "You'd _better_ not!"

As the X-Men, Wolverine, Toad, and Blob hurried into the Blackbird, Hawkgirl, Green Lantern, Wonder Woman, Supergirl, and Krypto took to the air and flew out of the pocket dimension, with Green Lantern airlifting the rest of the League out via a ring-bubble, followed closely by the Blackbird. Power Girl was the last to leave; darting to her boyfriend's side, she pulled him into a drowning kiss, sending her yearning to him through their bond, wordlessly begging him not to wait too long, before she pulled away, and flew out.

Only Superman and Zod remained, now. Zod chuckled. "Well, boy, they're gone; you can dispense with the charade!" he said. "Do you intend to transfer me to Sentrius' brig? Rest assured, I'll be a model prisoner; you can expect rehabilitation at a record pace!"

Superman just glared at him.

Zod's smile started to collapse. "You…you weren't actually _serious…_"

"Did I _sound_ like I was joking, Zod?"

The General's laugh turned nervous. "Cade…_Kal…_w-we've both been impetuous!" he stammered. "We've both said and done things that, perhaps, were a bit hasty…"

"Deploying a Nova Javelin against helpless people? Sending legions of Drones and a _WarBot_ to destroy an allied outpost? Threatening to use an _Eradicator?_ _THAT'S_ your idea of "hasty?""

"Boy, you cannot leave me here to die!" Zod shouted, frantic now. "W-We are comrades-in-arms! _Family!_"

Superman's glare could have driven nails. "The _Justice League_ are my comrades-in-arms. The _Institute_ is my family."

Zod went red. "You mean to let these primitive savages _kill_ me? _Me?_ General Zod? Your own _or'shon?_ _One of your own PEOPLE?_"

Superman's fists clenched. "Let me _tell_ you about my _or'shon_ and my people, Zod!" he thundered. "My _or'shon_ was a great man, who believed in what Krypton stood for, and would have laid down his life for it and its ideals! My people were an enlightened people, who would have _never_ tried to dominate another – whose restraint and _humility_ made them an example, a beacon of hope to all others!" He skewered Zod with a glare. "I don't know who and what _you_ are, General Zod, but you are _not_ my _or'shon_, and you are _not_ one of _my_ people."

Hearing the approaching roar of the missile, he finished. "So you have a choice, now: you can stay here, and let the missile-detonation kill you, or you can throw yourself into that singularity, and survive forever in the Phantom Zone. Either way, you _won't_ be bothering Earth, ever again," he snapped. "Granted, it's not much of a choice, but it's more than what your victims had."

He turned away. "Good-_bye_, General Zod." With that, he flew straight up, out of the stadium. Left alone, Zod stared up at the approaching missile…and then raced towards the singularity…

Clearing the pocket dimension and soaring into the blue sky, Superman was instantly rejuvenated by the sun's light, but he never had time to savour it; as the missile shot towards the empty space he'd emerged from, Superman darted away, as fast as he could, but even that wasn't fast enough.

Flying through the upper gap in the pocket dimension, the missile detonated in a monumental blast, illuminating the phased field-bubble and sending a plume of green-tinged fallout shooting out of the upper gap. The very presence of that fallout made Superman feel ill, but before he could register it, the fallout was sucked back inside, as the field-bubble started to swell like a balloon, with a deadly, violet-black mass inside it. As the fallout vanished, it was replaced by the sucking force of over ten thousand industrial-sized vacuum-cleaners, pulling everything nearby towards its gaping maw…including him.

Straining against his Kryptonite-induced nausea, Superman gave it everything he had, fighting the Phantom Zone's gravity-well as it pulled at him, growing larger and larger, closer and closer. Gritting his teeth, Superman surged every ounce of his energy to his feet, slowly pulling away from the singularity…

The portal kept swelling larger and larger…until it suddenly collapsed in on itself, snuffing itself out with a tiny flash of light.

With the Zone's gravity gone, Superman was sent rapidly accelerating forward, flying _past_ where the League, the X-Men, and X-Force had gathered, smacking head-first into the concrete, cartwheeling through the air to crash into it again, topple forward, and then skid to a stop on his rear.

Pushing his cape off of his head, Superman took a deep breath. "_Ow._"

"_KAL!_"

Power Girl's cry of relief and delight reached Superman's ears mere nanomoments before his _taushi_ tackled into him with a hug, the others quickly following behind. "You okay, big guy?" Spider-Man asked.

Superman coughed. "I'll live."

Looking back at the smooth crater left by the Zone, Multiple blinked. "So…is Zod gone?"

His expression turning grim, Superman remembered everything that had happened over the past day – the betrayal, the destruction, and Zod's madness, leading to his end – and nodded. "Yeah, Jamie," he murmured quietly, "one way or another…Zod's gone."

XXXXXXXX

_S.H.I.E.L.D. Alpha-Site_

"Somebody get me a satellite-feed over New York! We need to know what the hell is happening!"

As the Command Center raced to follow Nick's orders, one officer piped up. "We have a satellite moving into range now, sir!" Seconds later, an image of New York City appeared on-screen. "The missile has detonated, Genneral; don't ask me how, but we're reading minimal structural damage, and no radiation fallout!"

Nick held his breath. "Any sign of Zod?"

There was a moment's pause. "Negative, sir! There's no sign of him!" The grin in the officer's face was audible. "We're only getting _three_ Kryptonian heat-signatures, plus a whole bunch of human ones nearby! _Superman and the League are okay!_"

At that, a roaring cheer went up from the entire command staff, and this time, Nick didn't stop them. Taking a deep breath, a very tired Nick Fury sagged back in his chair.

It was over.

Glancing up, Nick saw Madelyn still standing, looking grave. "Is there a problem, Agent Pryor?" he asked. "We did it."

Madelyn frowned. "Yes, General; despite our own screw-ups, we got _lucky._"

Nick shrugged. "Better that than good, sometimes," he said. "If you're worried about Lassider, don't be; he won't be walking away from this."

"Even so, sir, we were still ready to destroy a lot of good people – my niece included, most likely – to destroy Zod," Madelyn said. "And now we know about Kryptonite; what about the next time you or your superiors decide Superman and the Justice League are an inconvenience? What then?"

Nick never flinched. "We'll cross that bridge when we come to it, Agent Pryor."

Madelyn's eyes narrowed. "Actually, General Fury, _you_ will." With that, she dropped two things on the console in front of him. "I'll wait to be debriefed, sir."

As Madelyn strode off, Nick could now clearly see what she'd left: her gun and badge.

Glancing after her, Nick sighed glumly. '_Damn; we lose more good agents, that way,_' he thought. Taking the gun and badge, Nick stood up, and headed out, to tell Washington the good news.

They'd won; it was a total Hail-Mary, by the skin of their teeth, but they'd _won._

XXXXXXXX

_New York General Hospital_

Lana had been by the window when she saw the green mushroom-cloud erupt just miles away, shaking the hospital; standing in Lex's room, she'd been ready to grab Lex and run when she saw the cloud get sucked back down into a massive purple-black bubble, which swelled up, releasing a terrible gust of wind that blew towards it…and then collapsed in on itself, fading to nothingness.

For the next few minutes, Lana held her breath.

When nothing else happened, Lana exhaled with relief, managing a weary smile. Clark had done it; somehow, she knew, despite everything that had happened, Clark had stopped Zod. '_I guess I owe him an apology._'

Turning back to her comatose boyfriend, Lana let her smile widen. "Hey, baby," she cooed. "Guess what? Your best friend Clark just came through for everyone!" Sitting down by his bedside, she took out a cloth to wipe his face. "I know, I know, you told me so; I promise, when he comes by next time, I'll…"

But her statement died off with a gasp, as Lana was shocked silent by what she now saw.

Lex's eyes were open.

XXXXXXXX

_Coming Soon:_

_General Zod is defeated. The war is over._

_But the aftermath remains._

_With the world around them forever changed by Zod's rampage, will our heroes recover from this conflict?_

_And could a deeper darkness still be lurking beneath the rubble?_

_Find out, as this part of the Last Son saga comes to an end…_


	43. Brand New World

EPILOGUE: BRAND NEW WORLD

_New York City, August 24, 2009_

As the morning sun started to rise over New York City, the silence began to die away, replaced by the usual sounds of the bustling metropolis. With the city now – mostly – repopulated, and the repair-effort underway, things were finally starting to get back to normal.

Carrying a steel girder over his shoulder, Superman flew up to one of the top levels of scaffolding that surrounded one of the buildings damaged by the invasion, and then by Zod's rampage. Hovering steadily, Superman held the girder in place, before he fired his eye-rays at its ends, welding one end into the adjoining girder, and then the other, fixing it in place. His task done, Superman descended, touching down by the foreman. "The girder's in place, foreman; anything else I can assist with?"

The foreman looked nervous. "N-No, Superman, I think we're okay. You and your green pal can head on; we'll manage." With that, he headed off, as his coworkers all inched away, with similar expressions of anxiety.

Watching them move clear of him, Superman's own expression fell; he'd been expecting this, but actually seeing it was another matter. They were all afraid of him, now…

"They're not really afraid, Superman; just…not quite comfortable."

Turning, Superman saw J'onn walk up to him, having finished assisting the cement-workers via his TK. "You don't have to sugar-coat it, J'onn," he answered. "I can see it in their eyes: I terrify them."

The Manhunter smiled gently. "They're only now starting to realize exactly who – and what – was walking amongst them, for the past few years," he reminded. "The fact that Kryptonian science was capable of wreaking such destruction virtually without contest is going to be a sore one, for some time."

Superman sighed. "Yeah; the destruction _I_ brought on them…"

"Which _Zod_ brought on them, not you," the Manhunter corrected. "They just need time to realize that."

Superman was about to respond, but stopped as a familiar sound filled his ears. "We have guests."

Right on cue, a S.H.I.E.L.D. gunship dropped out of the clouds, touching down a few feet away, allowing Nick Fury to hop out. "Kid, we need to talk."

Superman sighed. "I had a feeling we would."

Remarkably, Nick's expression was devoid of anger. "I'm not here to point any fingers, kid; there've been enough screw-ups on both our sides."

J'onn arched an eyebrow. "Such as enhancing a thermonuclear warhead with Kryptonite, and allowing a madman like Lassider access to its firing-codes?"

Nick sighed. "There's that," he admitted, "but there's also letting Zod have access to the most powerful weapon-system in the whole damn _universe_ without a psych-screening. Like I said, there's blame to go around."

Superman nodded. "So what brings you here?"

"The same thing that brought me and Tad by, a week ago: where do we go from here?" Nick said. "This whole planet's gone on it's ear, kid: the secret's out about your polar clubhouse, and now we have a damn Death Star 2.0 over our heads. People are jumpy."

"What do you propose, then?" J'onn countered. "That the League place itself under your command? That Superman deliver control of Sentrius to your government?"

Nick shrugged. "It'd cool a lot of heads in the White House."

Superman frowned. "That would only make the _rest_ of the world even _more_ afraid, General," he said. "Yes, Zod was clearly unhinged and should never have been allowed access to Sentrius; it's obvious now, but at the time, we had no way of knowing! What's to prevent another madman from within _your_ military or government from doing the same as he did?"

Nick closed his eye. "If you have a better idea, kid, I'm all ears."

Superman met his gaze. "There's a UN meeting today, correct?"

"In about a half-hour, yeah," Nick said. "Why?"

Turning to J'onn, Superman nodded. "Keep an eye on the news."

Nick grimaced. "You're about to do the same kinda thing as you did _last_ year, aren't you?"

Superman chuckled grimly. "I sure _hope_ so, General." With that, he and the Manhunter took to the air.

As they flew, Superman felt J'onn's thoughts brush his. '_You're sure about this?_'

Superman nodded. '_It's the right thing to do, J'onn; I brought Earth into this, so I'll make it as right as I can._'

J'onn managed a faint smile. '_Clark, this wasn't your fault…_'

'_Zod was my responsibility, J'onn, and now, so is Sentrius,_' Superman replied. '_I made this mess, so now I'll clean it up. Simple as that._'

No-one said – or thought – anything else as they flew on, to meet up with the others before the UN summit. With any luck, one more problem would be resolved, today…

XXXXXXXX

_Gizeh, Egypt_

Across the endless desert sands, far from human eyes, the Great Sphinx stood alone, its stone eyes gazing out at its domain, as if standing guard over an evil too great for mortal minds to remember, never wavering in its duty…

…until now.

Deep beneath the Sphinx's stone belly, through ancient corridors lined with millennia's worth of dust and cobwebs, two figures stood at a massive stone door, carved with the image of a large spider. Walking forward, one figure held up a large, green gem before the door; instantly, the door shifted, and slid away…revealing a third door, bearing the image of a person surrounded by stone.

As Sinister stepped back with the second key, the ancient mutant Ozymandias scowled. "And yet another riddle bars the master's return."

"Now, Ozymandias; we _knew_ there would be a third seal," Sinister chided. "We have been extremely fortunate; thanks to that "General Zod," the Kryptonian and his cohorts were completely unaware of our seizing the third key."

Ozymandias had to nod at that; without any interference, defeating the key's guardian had been simple. "Perhaps, but we at least knew where the second key was; with the third key, we have nothing…"

But he was quickly silenced, as the Master's mighty telepathic voice echoed through the psychic plain, making his will known. Once the command was given, Sinister smiled. "What was that human saying? "Ask and ye shall receive"?"

Ozymandias turned to go. "We must prepare; Lord Apocalypse's return is nigh!" he declared. "We shall not keep him waiting!"

Sinister quickly followed. "We will have to be careful; the third key is quite well-protected by Xavier and his brats. We'll need some time."

Ozymandias' scowl returned, but he nodded. "For our sake, Essex, we had best not take long, for our Lord is not patient."

Sinister grinned. "True," he agreed, "but I think he will find the wait well worth it, for the world is much changed from the one he left behind."

Ozymandias smirked. "That may be so, but it shall still tremble before the might of Apocalypse."

And as they left the Sphinx behind, the faint light from the torches they lit went out…and only darkness remained.

XXXXXXXX

_Xavier Institute_

"Princess Anita!"

As Piotr led her out of the X-Van onto the Institute grounds, the first sound that greeted Anita was Illyana's voice; the instant she stepped onto the lawn, Illyana made a beeline for her, hugging her leg. "I knew you'd come back! I just _knew_ it!"

Smiling tearfully, Anita knelt and hugged the younger girl, who unloaded a barrage of questions. "You didn't get hurt when those bad aliens came, did you? Where did you go? Why did…"

"'Yana." Piotr's voice was gently admonishing. "Don't you remember what I told you?"

Illyana perked up. "Oh, right; your voice got hurt, and you can't use it for another week?" Tapping the gauze around her throat, Anita nodded. Illyana just smiled brightly. "Okay!" she chirped, taking her hand.

Smiling back, Anita looked around the Institute, letting out a faint sigh of relief to see that it was mostly undamaged by the invasion, as well as Zod's mercifully brief occupation of Earth. Gesturing for Piotr's sketchpad, she wrote an inquiry. _Anything new?_

Piotr smiled. "You came back just in time; Scott, Jean, and Alison are graduating, today."

Anita's eyebrows shot to her hairline. _Are you serious?_

Piotr nodded. "Everyone was getting ready to go, now." He gestured towards the entrance. "I think they would like to see you."

Anita gulped. _Are you sure?_

Piotr's smile grew. "Very."

Illyana nodded. "Come on, let's go!" With that, she all but dragged Anita into the Institute.

As the trio walked into the Institute, they were almost bowled over, as the entire student body was rushing this way and that, trying to get ready for the graduation. Spotting her, Professor Xavier rolled towards her with a smile. "Welcome home, Anita," he greeted. "How are you feeling?"

Sketching her reply, Anita smiled back. _I should be asking all of YOU that._

Charles chuckled. "We managed well enough," he answered, his expression sobering. "Though I fear the next few months will be difficult for some of us."

Anita didn't have to be telepathic to know their mentor's thoughts; she'd heard some of the patients and staff at the hospital grumble about Clark and the League as she'd left. Her smile fell into a frown. _Ungrateful philistines, all of them!_

"They are afraid, Anita, just as they were of mutants, a year ago," the Professor said. "We won their trust, with time, and so will the League, again."

Anita sighed. _I hope so._ Her expression turned nervous. _Was everyone going to graduation?_

Charles' smile came back. "That was the idea, Anita; we plan to meet Scott's, Jean's, and Alison's families, there."

Anita gulped. _May I come?_

This time it was Piotr who chuckled. "What made you think you could not?"

Anita beamed in response, before she looked about the Institute. With a teasing smirk, she wrote, _Where's Blaire? Don't tell me the little twit forgot her own graduation!_

Charles' smile turned forced. "No, Anita; I'm afraid that she and the rest of the League have more pressing concerns…"

XXXXXXXX

_U.N. Headquarters, New York_

"Majesty, please forgive me for saying so, but this is rather unorthodox."

As the rest of the General Assembly poured into the Chamber, T'Challa, in his traditional robes, glanced towards his country's Ambassador with a raised eyebrow. "Given the past week, Ambassador, I would say my presence today is par for the course."

The Ambassador, a fairly young man, flushed nervously. "Sire, I mean no disrespect, but I had believed myself capable of representing Wakanda and her interests quite well unaided; have I given my King reason to doubt..?"

Quietly chuckling, T'Challa patted the youth on the shoulder. "No, Ambassador; you still have the faith of Wakanda's people with you," he assured him. "I am here because I am needed here."

The Ambassador blinked. "Forgive me, my King, but I do not understand."

Looking around the Assembly, T'Challa's expression turned grave. "I fear you will, very soon."

By then, the entire Assembly had gathered, as the Speaker called them to order. "This emergency meeting of the General Assembly will come to order! Is there a motion to address the current state of..?" The Speaker's inquiry was cut off as the doors to the Chamber swung open, letting the entire Justice League inside.

T'Challa grimaced; he'd expected something like this, but he'd hoped he was wrong…

The Speaker was understandably alarmed. "Now see here, you simply _cannot_ interrupt a U.N. meeting without..!"

"We only ask for a minute of your time," Superman said quietly, his expression flat. "After that, we will leave."

The Speaker was momentarily cowed by that. "Very well."

Slowly, the League walked to the center of the Chamber, in the middle of the entire Assembly; glancing about, T'Challa saw the sour expressions of many of the delegates – including the look of murderous fury on the North Korean Ambassador's face – as they glared at the League. They were out for blood, he knew; all it would take was one wrong word…

"I'm guilty."

Superman's blatant remark surprised the Assembly out of their accusatory looks, T'Challa had to note. His eyes downcast, the Man of Tomorrow continued. "Because he was one of my people, I didn't believe that General Zod was capable of doing what he did; I allowed myself to be blind to what he had become. Even worse, I allowed him to have access to even more power – power which corrupted him even further." His expression hardened. "I won't make that mistake again."

Reaching towards his forearm, he removed the single crystal attached to it, the crystal's armband automatically retracting at his touch, before he walked towards the Speaker's podium and placed it there. "This is the only remaining Command Module for Sentrius: it's the only thing capable of remotely commanding her and all of her functions, vehicles, and weapons. It is keyed only to respond to a Kryptonian's touch, and Sentrius herself will only take orders from me. Without that Module, neither myself nor the League can command Sentrius again; without me, no-one here can command her, either." He took a deep breath. "It was our intent to only use Sentrius to defend Earth, and that is what we will do – now, it is up to all of you, the people of Earth, to decide when we will do so." He stepped back. "That is all we wanted to say. Thank you."

As the entire League turned to go, T'Challa's grimace grew. This was what he'd feared and prepared for: what Ororo had warned him about. Never before was he more grateful for his father's words of wisdom: "_Think two steps ahead of your enemies, and three steps ahead of your friends._"

Three steps ahead; he only hoped that it had been enough…

XXXXXXXX

_Royal Palace, Panther City, Wakanda, 24 hours earlier_

"_You are certain of this, Ororo?"_

_Her lovely visage fraught with worry, Ororo's image nodded through the video-screen. "I am almost positive of it, T'Challa; Superman and the League plan to visit the General Assembly's emergency meeting, and given how people have been talking about him after…Zod's betrayal, I'm certain that Kal will do something rash!"_

_Still in his armoured uniform, the Black Panther nodded gravely. "I had my suspicions he might do that, Ororo; I'd hoped I was wrong…"_

_Ororo flinched. "As did I, my love," she lamented. "Neither I nor the others know what to do…"_

"_Do what you have been doing, my Windrider. Talk to him; you and the others are his family."_

_Ororo still looked worried. "And if that doesn't work?"_

_The Panther's eyes narrowed. "Leave that to me, my love," he answered. "I will contact you once the last repairs in Panther City are complete."_

_Ororo nodded sadly. "Take care, T'Challa." With that, she ended the call._

_As Ororo's face vanished, the Panther turned to find his sister waiting for him. "Brother, your guests have arrived," T'Shondra reported. "They are waiting for you in the Main Hall." Nodding, Black Panther followed his sister through the corridor, heading for the Main Hall._

_Arriving in the Main Hall, the Panther found Namor, along with two Atlantean guards in rebreathers, and Black Bolt and Medusa, her hair now mostly re-grown to chin-length, with two Attilan security personnel, waiting for him. Reaching up, T'Challa removed his cowl. "King Namor of Atlantis; King Black Bolt and Queen Medusa of Attilan," he greeted with a polite nod. "Thank you for agreeing to meet with me."_

_Namor's eyebrow was arched. "Forgive me for saying so, King of Wakanda, but I'm sure you can understand our surprise; outside of our alliance against the invaders, and later Zod, we have little in common."_

"_I am afraid I must disagree, King of Atlantis: I believe we four have a great deal in common," T'Challa said. "As sovereign rulers, we, perhaps, have a greater understanding of the responsibility of leading our respective peoples." His expression turned sad. "And more importantly, we have a deeper understanding of what Superman and the League endured in dealing with General Zod; an understanding which many others lack."_

_Black Bolt nodded, while Medusa frowned sadly. "All of us were taken in by Zod; no-one could have anticipated what happened," she said. "Furthermore, he was Superman's family; of __**course**__ he would have trusted him!"_

_Namor sighed. "I admit, I too was fooled by that madman," he confessed, before his eyes narrowed. "The other surface-dwellers' witch-hunting, however, comes as no surprise!"_

"_Indeed," T'Challa agreed. "And that is why I called you all here: to ask you – no, to __**beg**__ you – to help me avert a potential tragedy."_

_Medusa blinked. "What do you mean?"_

_Namor's frown grew. "I fear it is quite obvious, Queen of Attilan: the General Assembly obviously intends to demand control of Sentrius – at the very least – and Superman will not contest it."_

_Black Bolt's expression matched Namor's as he gestured. "If that is so, what can we do?" Medusa translated._

"_I believe that, if we act swiftly, we may be able to stop this from happening," T'Challa answered. "I have a plan, but I cannot implement it alone."_

_Namor was intrigued. "I am listening."_

_Black Bolt and his wife nodded. "As are we," Medusa added. Looking relieved, T'Challa leaned in, and began to outline his plan…_

XXXXXXXX

As Superman and the League headed for the door, T'Challa quickly looked towards the Atlantean delegation – where Namor stood – and the Attilan delegation – where Black Bolt and Medusa waited; nodding to each of them, he turned his attention back to the Assembly.

The Speaker looked quite frazzled as he gazed at the Module resting in front of him: the key to the deadliest weapon any mortal mind had ever conceived of. "Is…is there a motion to…to decide how to utilize this…this device?"

The U.S. Ambassador was instantly on his feet. "Motion to have this device analyzed by NORAD."

Almost a quarter of the Assembly rose in response. "The West intends to decode the device and use the weapon on its own!" one voice shouted.

Indignant, the North Korean Ambassador got to his feet. "It is the people of North Korea who have suffered greatest at the hands of Zod! We _demand_ control of this device in reparation for what we have endured!"

As the entire Assembly went up in shouting, T'Challa saw Superman lower his head at the noise…and knew it was time to act. Slowly, patiently, he stood up…and kept silent, focusing his gaze on the Speaker.

Frantically, the Speaker pounded his gavel, gradually silencing the din. "Is there a motion from the Wakandan delegate?"

The Ambassador nodded. "The King of Wakanda wishes to address the Assembly."

At Black Bolt's nod, Attilan's Ambassador rose. "Attilan seconds!"

"Very well," the Speaker said. "All in favour?" After a few minutes, the votes were tallied. "Motion carried!"

Nodding, T'Challa gazed out at the Assembly. "Honoured delegates of the United Nations, I have heard many of your people condemn Superman and the League for their role in Zod's attack against our world," he said. "I cannot help but wonder: is that fair?"

That question caused the League to pause at the door, turning around.

"You're _joking!_" the U.S. Ambassador shouted. "Superman _let_ that monster _out!_ If it hadn't been for him, we wouldn't have ever _heard_ of General Zod!"

For once, the North Korean Ambassador agreed. "He _brought_ this destruction upon us!"

T'Challa's eyes were hard. "I think we will find, Ambassadors, that it is fruitless to obsess over hypotheticals," he said coldly. He turned to the North Korean. "For instance, Ambassador, one could wonder if Zod would have attacked you if you had not _provoked_ him…with weapons that your leaders swore up and down the Korean Peninsula that it _did not have._"

Flushing, the Ambassador quickly sat down.

His eyebrow arched, T'Challa turned to the U.S. Ambassador. "One could also wonder, Ambassador, if Zod would not have escaped on his own…since it was a clandestine agency in _your_ government that was performing experiments on his containment-cell; experiments which could have destroyed the entire planet, had the Justice League not intervened, I believe?"

Now the U.S. Ambassador sat down.

T'Challa looked back to the Assembly. "This brings me to another point: how many times have the Justice League acted in our best interest? Ten? Fifty? A hundred? More?" he asked. "And yet with one mistake – a tragic, costly mistake – all of that is forgotten; are we truly so fickle?"

His face hardened. "I say mistake, of course, because of a few facts that you do _not_ know, and _should,_" he snapped. "To begin, you all were unaware that, in its final years, General Zod was Krypton's most decorated commander – a hero to Krypton's people. More importantly, he was a dear friend to Superman's own father, so much so that Zod was named his godfather, charged with raising him should anything befall his father."

The Assembly went silent.

T'Challa raised his hands in a shrug. "Who among us can truly say they would _not_ have done as Superman had?" he asked. "He had been reunited with a long-lost family member, who was _supposed_ to have his best interests at heart; of _course_ he trusted him!" He sighed. "We all rail over how Zod betrayed us all…but the most bitterly betrayed one here is Superman himself."

His expression turned firm. "You begin to see now, I hope: Superman was faced with an impossible choice, and yet chose to, again, act in our best interests, this time going against one of his own people, who was also his people's supreme military commander; put simply, my friends, Superman may have committed _treason_ against Krypton to save us."

None of the Ambassadors dared to speak at that.

T'Challa kept going. "We say we have suffered under Zod's betrayal, but what of Superman?" he asked. "His faith in his own people has been rocked to its foundations – you all heard him say so – but his faith in _us_ is as strong as it ever was! Why else would he have relinquished the key to Sentrius? He believes that _we_ are capable of doing the right thing! Are we all going to so blindly throw that away? And for what? A weapon that none of us can even _wield_, without his consent?"

T'Challa took a deep breath. "I ask you all now – not as a king, or a diplomat, but as one man of Earth to the rest – are we all worthy of that faith? Are we truly worthy to inherit Krypton's legacy?" he asked. "If so, then now is the time to _show_ it!"

The Speaker piped up. "Does Wakanda have a new motion?"

T'Challa nodded. "Wakanda moves that this body return control of the Sentrius Battlestation to the Justice League, on the condition that its future deployments and day-to-day operations be regulated by an international oversight board, consisting of five delegates from this body – including one from the Security Council – and one representative from the Justice League," he said. "In the event of another such attack, the League may deploy Sentrius as necessary to repel the invaders, and stand down once the attack is repelled, while also submitting a full report of the deployment to the board. Deployments against any terrestrial-based threats will require a unanimous vote of approval from the board, and the extent of the deployment will be approved at that time."

At a nod from Namor, the Atlantean Ambassador rose. "Atlantis seconds!"

The Attilan Ambassador wasn't far behind. "As does Attilan!"

"Very well," the Speaker said. "May we have a vote?"

As the Ayes and Nays echoed through the Chamber, T'Challa quickly tallied them in his head. Most of the African delegates would follow Wakanda's lead, but the North Korean delegate wasn't satisfied, and would swing several of his neighbours; it was going to be close…

Once the final vote came back to him, the Speaker banged his gavel. "Motion carried!"

T'Challa let out a sigh of relief.

Taking the Command Module, the Speaker held it out to Superman, as he and the League slowly walked back into the Chamber. "In that case, Superman, I believe this is yours."

Slowly, Superman started to smile as he took the Module back. "Thank you," he whispered. "We promise, we won't let you down."

The Speaker nodded, before tapping his gavel. "Inasmuch as this issue is concluded, if there is no new business, I move we adjourn!" Nobody objected, prompting the Assembly to begin to dismiss.

As the delegates started filing out, T'Challa and his co-conspirators began to walk towards the League. Seeing him approach, Superman's smile grew. "You…_planned_ this?"

T'Challa shrugged. "I merely gauged the attitudes of the Assembly and acted accordingly," he replied. "Given how some elements in the Assembly would have taken advantage of this crisis, we had to do something."

Green Lantern arched an eyebrow. "You mean, you _all_ were in on it?"

"Leave a weapon of Sentrius' caliber in the hands of surface-dwellers, Corpsman?" Namor asked, his dry tone contrasting his knowing smile. "Do you think us _suicidal?_"

Aquaman laughed. "_Sure_, Namor; _that's_ why you did it."

Medusa softly chuckled. "No matter what you all may think, there are still people on this planet who have faith in all of you," she said.

Inching closer to Superman, Power Girl giggled. "Told you."

Superman beamed. "I…I don't know what to say," he murmured. "All of you…_thank you._"

T'Challa's smile was wry. "You may not say that after this oversight board convenes for the first time," he warned.

Namor snorted. "Indeed; dealing with Zod might be _preferable_ to dealing with such…_remoras._"

Hawkgirl sighed. "He's got a point."

T'Challa's expression turned serious. "Regardless, right now my advice to all of you is to hide that Module somewhere _safe_, where no other greedy hands can see it."

Superman nodded. "Don't worry about that, Your Majesty; we'll put it somewhere safe." Slowly, they turned to go. "Again, thank you; thank you all for believing in us."

Black Bolt gestured, as Medusa translated. "It is all of us who should be thanking all of _you:_ had it not been for all of you, Earth would not be here."

Flash groaned. "Tell that to half the planet."

T'Challa smiled gently. "They will see that, again," he promised. "In time."

Superman sighed. "I hope so, Your Majesty." With that, they headed out.

His expression grave, Namor turned to T'Challa. "I certainly hope you know what you're doing, King of Wakanda," he warned, "because you've dragged all of us into it with you."

T'Challa chuckled. "Such is life, King of Atlantis," he replied. "Such is life."

XXXXXXXX

_North Pole_

With its infirmary long since emptied, its patients discharged, the Fortress of Solitude was again pristinely silent as the entire Justice League gathered in its Main Hall, in front of the memorial statue of Von-El, bearing his sword in his hand. Summoning the holo-interface with a wave, Superman raised a simple crystal shelf-pedestal from the floor in front of him. Placing the Command Module on the pedestal, he then removed the star-crystal on his collar, placing it next to the Module. "Since I won't need to be a Station-Commander until the next time we need Sentrius, I won't be needing _this_ at the moment." Tapping a holo-glyph, he raised a green-tinged octagonal force-field around it, with a holo-dock at each face of the field, before taking an electronic key from his belt – one of the keys he and the original seven members of the League had used to activate the Watchtower. "Dock your keys, and place a hand on the field."

Drawing their own keys, the rest of the original eight inserted them into the docks, before touching their respective faces; at their touch, each face turned yellow, before they turned their keys as one, turning the field red. Once they withdrew their keys, the pedestal sunk back into the floor, safeguarding the Module.

Green Arrow arched an eyebrow. "And we're _sure_ it'll be safe here?"

Superman nodded. "If somebody's capable of breaking in _here_, Arrow, we'll have more immediate problems than just the Module's security."

Spider-Man scratched his head. "Yeah…that's not really makin' us feel better, Big Blue."

Supergirl blinked. "So…what do we do now?"

Superman checked the time. "I can't speak for the rest of us…but I think Alison needs to get back in time to graduate."

Power Girl paled. "Oh, _CRAP!_" She turned to go. "I am _so_ beyond _late!_ I'll see you guys in there! Later!" With that, she darted off.

As Power Girl flitted away, Superman's communicator started to beep, prompting him to check it: the Institute was rerouting a call to him. "Hello?" he answered. "Lana? What's going on? Is everything…"

Her response nearly knocked him _flat._ "W-W-_What?_" he exclaimed. A massive grin almost split his face. "Oh my God…_oh my GOD!_ That's…that's _fantastic!_ I'll be right there!"

As Superman ended the call, Batman arched an eyebrow. "Good news, I take it."

Superman laughed. "The best I've heard all _week!_" he exclaimed. "I'll meet you all back at the Watchtower!" With that, he darted out of the Fortress, taking to the air in a blur.

This past week had been tough, but now finally – finally – things were starting to turn around…

XXXXXXXX

_Deep space, 10 light-minutes from new Kree Empire Border_

To say the mood on the lone Kree Cruiser was somber would have been a colossal understatement.

As the Kree vessel, still near-mortally damaged by the Sentrius Battlestation, barely emerged from step-through near the Empire's new border, Ronan didn't bother to move from the command chair as the XO made his report. "Lord Accuser, that last jump nearly blew out our main engines – we can't attempt another jump, so we'll have to head to the border via the conventional drives. We should be at the border in several hours."

Nodding absently, Ronan returned to his wallowing, uninterested in whether they returned or not; he had no reason to come back. He was defeated, disgraced, and now utterly _destitute._

He should have just let the Kryptonian or the Czarnian kill him…

"My Lord, we are detecting an energy-buildup on the bridge! S-Something is happening..!"

The officer's warning was drowned out as a white-rimmed spatial rip tore open in the middle of the bridge, echoing with a loud _BOOM!_ As the rip stabilized, two figures emerged from it, both of them apparently human: one was an elderly female, fairly tall, and stout, with long grey hair, clad in some type of armorsuit with a cape, while the other was a middle-aged male, in a more ornate uniform, with short, dark hair, and a monocle framing one of his cold eyes. "Who are you?" one Kree guard shouted. "How dare you board a Kree Imperial vessel! Identify yourselves!"

The woman frowned sadly. "Oh, dear; these little Kree are being so _mean_ to poor Granny," she crooned. "We will have to punish them, won't we, Vermin?"

The male – Vermin – scowled. "That is for our Lord to decide, Goodness."

Her eyes narrowed, the woman – Granny – was about to retort, but she and her cohort gasped in alarm, before they bowed, moving aside…as a _third_ figure stepped through.

Until then, Ronan would have said that the sight of Sentrius would have been the most terrifying sight he'd seen. Now, he knew better.

The figure standing before them now was over seven feet tall, all muscle, his grey skin harder than _rock_, his infernal power leaking out from cracks in his granite flesh as blood-red light. His muscled physique was clad in black-blue armour, with steel-soled boots, and lethal gauntlets, his head encased in a simple, curved helmet, leaving only his face exposed…including his eyes, those terrible red eyes that bored into his soul, promising unending torment fo those who _dared_ oppose him..!

He knew who this was; somehow, on some instinctual level, Ronan _knew_ just who and what this being _was..!_

One of the crew voiced Ronan's fears. "Oh, gods…he's _real! He's REAL!_" the crewman screamed. "_The Shadow Lord is real, and he's HERE..!_"

The dark entity did not so much as move, but his eyes blazed, firing a deadly red beam; the beam shot ahead of him…and then _turned_ towards the crewman that had spoken, utterly _disintegrating_ him. But the beam didn't stop there; turning again, it annihilated two more crewmen…then three…and then _four_, twisting and undulating until every last Kree was gone…

…save one.

As the Shadow Lord calmly walked towards him, Ronan tried to move, to flee, but he could not; he knew, somehow, that there was nowhere for him to run that this being could not find him.

Stopping directly in front of him, those deadly eyes met his in a glower, turning his spine to jelly…but not as much as his words did. "_**You have information I require.**_"

His words sounding like a wind from hell, scratching over hot coals, the malevolent entity known only as Darkseid smiled cruelly. "_**And you WILL tell me.**_" Frantic, Ronan tried to inch away, shaking his head as his tormentors grew closer…

His scream echoed through the entire ship, and through space itself…but there was no-one to hear it.

Which was just as well – no-one could save him, now.

XXXXXXXX

_New York General Hospital, New York, Earth_

"Where is he?"

The instant she heard his voice, Lana steeled herself, stepping out into the hospital corridor…in time to see a plain-clothes Clark stumble around the corner, crashing into a pile of hospital-scrubs.

She knew that Clark maintained a pathologically clumsy public persona, but she somehow figured that _this_ little blunder had more to do with him being excited. "He's over here, Clark."

Bearing a goofy grin, Clark half-ran, half-stumbled towards her, skidding to a stop. "W-When?" he stammered. "H-How?"

Lana's smile became a bit forced. "Lex first regained consciousness about a week ago."

Clark managed to catch his breath. "W-Why didn't you _tell_ me?"

"Because it took this long for him to start talking again, Clark!" Lana reasoned…but Clark was already in motion, heading through the door. "Clark, wait! There's something you need to..!"

But it was too late – Clark was already through the doors, laughing as he found a fully-conscious Lex there, in a hospital gown, sitting in a wheelchair. "_Lex!_"

Slowly, Lex turned his wheelchair around…and stared at him blankly. "Yes, I'm Lex Luthor," he said. "And who are you?"

Lana could only cringe as she saw Clark's expression completely _collapse._ "I'm…I'm _Clark_, Lex," he murmured.

Lex arched an eyebrow. "Clark..?"

Clark looked like he was barely suppressing tears. "_Kent._"

Quickly, Lana jumped in. "Lex, Clark is with the Daily Bugle; I told you they would want to interview you, remember?"

Lex sighed. "Oh, right," he muttered. "Well, Mr. Kent, I'm afraid you'll have to wait for your interview; I have physio, right now. In the meantime, why don't you look into what the government intends to do about Superman and his cohorts; they damn near got us all killed!"

Clark cringed.

As Lex rolled away, he glanced back over his shoulder, managing a smile. "Well, it was nice meeting you, Mr. Kent!"

Clark half-smiled back. "It was…nice meeting you, too…Mr. Luthor."

Once Lex was out of earshot, Lana sighed. "_That's_ the main reason I didn't tell you until now, Clark; Lex has extensive selective amnesia. He remembers almost everything, except you, his friends, and anything related to you…including your secret. He almost didn't remember _me!_"

Laning back against the wall, Clark sagged to the floor. "He…he _hates_ me, now…"

Lana looked guilty. "Only because he doesn't have the whole story, Clark; the doctor said there was a good chance his memory could come back on its own, eventually!" She managed a smile. "Especially if I do whatever I can to jog it!"

His expression lost, Clark looked up at her. "Why?" he murmured. "His memory of you's just fine; why would you bother?"

Lana looked away guiltily. "Because…because I was _wrong_, okay?" she asked. "The past few days – God, the past few _months_ – have made me…re-think things." Looking up, she met his gaze. "I…I was wrong about you, Clark," she finished. "And…I'm sorry."

Clark's expression didn't lighten. "A lot of people would argue with you on that."

"Then a lot of people would be _wrong_, Clark; they'll see that, eventually," Lana insisted, smiling. "Just like I did."

Finally, Clark started to smile again. "Thanks, Lana." Slowly, he stood up, fishing out his phone. "Well, I guess I'd better call Ma; she's probably been worried sick, all week." He promptly dialled his home-number. "Hey, Ma? It's…_Alfred?_ What are you doing at my Ma's..?"

Suddenly, Clark went ghostly-pale, flipping his phone shut. "Clark? What's wrong?" Lana asked, worried.

She could practically _see_ the gears in Clark's head grinding. "She…she said she'd been seeing someone…" he murmured. "I…L-Lana, I have to go! Right _now!_"

As Clark hurried off, Lana could only blink with bewilderment. '_Okay…what was all THAT about..?_'

Shaking her head, she quickly cleared it; she probably didn't _want_ to know…

XXXXXXXX

_Watchtower_

"It's been quite a year, hasn't it?"

Sitting in the Watchtower's mess-hall, at a table next to a window gazing down at the Earth, Batman calmly sipped his tea, before meeting Wonder Woman's gaze. "I suppose."

Her ebony eyebrow arched, Diana gave him a wry smile. "You "suppose"?" she asked. "In the span of a mere year, eight of us came together as a team, constructed this headquarters, gained a reputation across the entire globe, expanded our ranks by four, including Clark's cousin – the rescue of whom was an adventure in itself – recovered a colossal space-station, and repelled _two_ invasions in the span of a week! And you do not think that is of much merit?"

Batman just shrugged, and took another sip.

Diana sighed, her eyes looking skyward. "Merciful Hera, I give _up,_" she lamented. Her expression turned somewhat nervous. "There is another matter we have not discussed."

Batman looked up, waiting for a response.

"Us."

Batman quickly looked back to his tea.

Wonder Woman frowned. "Bruce, not even _you_ can be so obtuse as to ignore it, now!" she accused, before calming herself. "_Deny_ it, Bruce: deny that there is something between us beyond mere friendship."

Looking her in the eye, Batman started to open his mouth…and closed it again, quickly looking away.

Diana took a deep breath. "You do," she said. "And it terrifies you, doesn't it?"

Batman's fist clenched and unclenched.

Diana smiled gently. "Do you think I am not frightened, either?" she asked. "I came from an island of only women, Bruce; for hundreds of years, had anyone suggested to me I might entertain such a notion about a man, I would have called them mad!" She met his gaze. "But I am willing to at least explore this, Bruce," she finished. "Are you?"

For a moment – just a moment – the ever-present mask of the Dark Knight slipped. "Diana…"

"Bruce, we need to talk!"

Her expression going mildly murderous, Wonder Woman looked back at Clark as he walked into the room. "Can this not wait, Clark?"

As she saw Clark's distraught expression, Diana immediately felt guilty. "No, Diana, it can't!" Clark exclaimed. "Bruce, did you know that Alfred was dating someone?"

To Diana's dismay, Batman's expression was firmly back in place. "I don't think my butler's social-life is any of your business, Kent," he growled, taking another sip of tea and gazing out the window.

"It is when he's _dating my MOTHER!_"

At that statement, Batman – the unflappable Batman, the unphasable Dark Knight – nearly gagged on his tea, spraying a fine, caffeinated mist over the window, his eyes bugging out as he coughed. "_**WHAT?**_"

Diana _knew_ she was a horrible person for doing so, but she simply couldn't help it. Bursting out laughing, she ingloriously toppled out of her chair, landing on the floor as she held her sides, tears leaking from her eyes, she was laughing so hard.

Her laughter did little to help Clark's distress. "_This isn't FUNNY, Diana!_"

Trying desperately to control her laughter – and failing miserably – Diana managed to giggle out a reply. "I'm…I'm _sorry,_ Clark!" she guffawed. "But…but it _really_ is!"

Batman, however, was _far_ from amused. "_Where?_" he growled.

"Smallville!"

Batman's eyes narrowed. "You. Me. Javelin-One. _Now._" Clark didn't argue; at once, he and Batman headed towards the vehicle-bay, leaving a still-giggling Wonder Woman behind.

She might not have been able to get past Batman's barriers – _yet_ – but seeing him completely lose his cool was just as good. '_Bruce Wayne, with Aphrodite as my witness, there's hope for you, yet!_'

XXXXXXXX

_Kent Farm, Smallville, Kansas_

With its stealth-mode engaged, the Javelin-One silently dropped out of the clouds, touching down behind the Kent farm's barn, out of sight. As its main hatch opened, Clark and Bruce – having since exchanged his uniform for a black business suit – both stormed out of the jet, making a beeline for the farm house. Reaching the house first, Clark scanned the first floor – finding nothing – before he headed upstairs, with Bruce hot on his heels. With his hearing picking up faint noise from – God, he hated to even _think_ it – his mother's room, Clark headed to the door, grasping the knob. His eyes scrunched shut, he opened the door, before they both strode in…

There, lying in her bed, was Martha Kent, in her blue bathrobe, her hair in curlers, casually knitting; lying next to her, utterly nonplussed, was Alfred Pennyworth, in a simple white undershirt, his reading-glasses rested on his nose, with a crossword puzzle in his hand. Glancing up, Alfred looked to Martha, and then back to both of them. "Forgive me for being rather blunt, Master Kent, but in circumstances as these, it is customary to knock, first."

His expression warring between shock, incredulity, and outright nausea, Clark found his voice. "_MA!_" he cried. "_What are you two DOING?_"

Martha sighed patiently. "Now, Clark, at this point in your and Alison's relationship, I _don't_ think I should have to explain "the birds and the bees" to you."

Bruce's eyes were narrowed. "_Alfred._ Explain yourself."

Alfred's eyes never left his crossword. "I should rather think is situation is quite self-explanatory, Master Bruce, given that I have encountered yourself and most of Gotham's debutantes in similar circumstances, over the years," he remarked. "And if memory serves me, I did mention to you that I had been seeing a charming, delightful woman, recently."

Martha beamed. "Oh, you old flatterer! Shame on you, making me blush!"

Clark nearly fell over, his stomach doing flip-flops. "You never mentioned that it was _my MOTHER_, Alfred!"

Martha's eyes narrowed. "Now you stop that _right_ now, mister! You're _my_ child, not the other way around!" she scolded. "There's absolutely _nothing_ wrong with two grey foxes like us having a little December-romance in our twilight years!"

Bruce kept calm. "So you've both been seeing each other since…since _April?_"

Martha shook her head. "A little slow, isn't he?"

Alfred nodded. "I fear Master Bruce's…extracurricular activities are somewhat physically demanding; blows to the head are the norm."

Clark's head was spinning. "I…I can't take this," he murmured. His legs wobbly, he walked out of the room. He was planning on heading back to the Javelin, but his legs wouldn't cooperate, so he decided to take a breather in the kitchen.

Several minutes later, Martha came downstairs, still in her robe, her expression regretful. "Oh, sweetie," she soothed, sitting in the chair next to her son. "I didn't want you to find out this way…"

Clark's hands went to his head. "Ma…how could you do this..?"

"Clark, I didn't do this to hurt you!" Martha exclaimed. "You and Alison are so happy together; is it so much to ask for me to want to find what you two have with someone? Even if it's only for a little while?"

That made Clark pause; when Ma put it that way… "But…but what about..?"

Martha smiled gently. "Clark, just because I'm with someone else now doesn't mean I'm ever going to forget your father," she said. "You and John will always be in my heart, now and forever; I just thought that there might be a little room, left over."

Clark looked back down. "Oh…okay," he murmured. "It's just…I was just a little upset from hearing that Lex doesn't remember me."

Martha's eyes went wide. "What?" Taking a deep breath, Clark began to relate the details of the day, and then the week, to his mother.

When Clark was done, Martha hugged her son. "Oh, sweetie," she soothed. "You really have had a doozy of a week, haven't you?"

Clark's head drooped. "You can say that again."

Martha sighed. "Clark, you tend to see the best in people, because you always strive for the best in _yourself,_" she said. "When you met another of your people, that tendency went into overtime: you assumed that Zod was like _you._ I'll admit, most of us – myself included – made that mistake, so I don't want you to blame yourself for it anymore, you hear?"

Clark snorted. "Why would I need to? Half of Earth is probably ready to do it for me."

Martha frowned. "Not from what I just heard, mister! If the entire Earth was so willing to toss you to the wolves, then why did the U.N. vote to give you and your friends a chance?" she asked. "Deep down, they _knew_ you all would do the right thing, so they decided to give you a second chance…and that's all you've _ever_ needed!" She smiled. "And as for Lex, all you can do is be the same best friend you've _been_ to him, all these years; even if his memory doesn't come back, I'm sure you two will be thick as thieves…but I have a feeling that a little prodding is all he'll need!"

Slowly, Clark started to feel better, as a smile crossed his face. "Thanks, Ma," he said. "So…you're…happy with Alfred?"

Martha beamed. "_Very, very_ happy," she confessed. "I honestly never thought I'd ever again…"

Clark's stomach churned. '_Oh God, I'm gonna puke!_' "Ma, I _get_ it!" he cried. "I don't need the play-by-play!"

Martha chuckled. "I didn't think you would," she said. "Now…isn't Alison graduating, shortly?"

Checking the time, Clark gulped – there wasn't much time. "We'd better get going."

Martha nodded, leaning in to kiss her son's forehead. "I love you, Clark."

Clark smiled. "I love you too, Ma." With that, he headed outside.

Emerging onto the porch, Clark found Bruce already there, waiting. Clark took a deep breath. "Wow."

Bruce nodded curtly. "Yeah."

Walking next to him, Clark gazed out at the unending fields. "And here I thought facing down Zod was the toughest thing I'd ever have to do."

Bruce was silent.

Clark's eyes scrunched shut. He knew what Bruce was thinking, what he'd been thinking since that day, one week ago, when he'd been ready to…he didn't want to finish. "You're right, Bruce."

Bruce arched an eyebrow.

"I keep thinking back to that day, and everything that led up to it," Clark murmured. "God, there were so many other things I should have done before facing Zod…but when we were in that stadium, I couldn't think of any other options." He cringed. "I know what you're thinking, Bruce: no matter how much I tell myself there would have been no other way, it's still a cop-out, and you're right…"

"Joker gaining superpowers."

Bruce's flat – and seemingly nonsensical – statement drew Clark's attention. "What?"

"Ever since putting on the cowl, I've constantly theorized emergency-situations, worst-case scenarios, so that I might better prepare myself to deal with them, should they happen," Bruce said. "I've managed to conceive of possible solutions to all of them…save one."

Now Clark understood. "Joker getting powers."

Bruce nodded. "I have no possible solution, if that should ever happen; if he ever gains powers, I cannot think of a single way of effectively neutralizing him," he said quietly. "And in that case…all that's left is the unthinkable." He met Clark's gaze. "That's what Zod was to you, Kent: _your_ powered Joker."

Clark was silent at that for a moment. Once he'd found his voice, he reached into his pocket, taking out a small leaden case. "I've been scouring the Earth, these past few days," he confessed. "I found something I'd like you to hold onto for me."

As Clark opened the case, the pale green glow made him wince, forcing him to close it. Bruce's eyes lightly widened. "Who else knows about this?"

"No-one else, not even Alison; if she even had an _idea_ I was doing this, she'd freak out," Clark said. "Last week, I got a taste of what a rogue Kryptonian could do unchecked. If another rogue Kryptonian shows up, and if I can't stop them, I want you to be able to."

Bruce was silent. "Even if it's you?"

"_Especially_ if it's me." Clark looked grave. "Can I trust you to do that?"

Bruce's face was hard. "Can I trust you to _never_ make me use it?"

Clark smiled. "Yes."

Bruce took the case. "Then yes." Putting the case in his pocket, he looked quizzical. "Why me?"

Clark shrugged. "Because I know you'll make the right call."

Bruce frowned. "Don't think this means we're best friends, Kent…and I am _not_ calling you my brother."

Clark laughed. "Good, because _I'm_ not calling you _my_ brother."

"Good."

"Good." Clark paused. "Still, we can talk about…stuff, right?"

Bruce shrugged. "Don't you have a graduation to watch?"

Clark chuckled. "Yeah, _we_ did," he corrected, as they both walked towards the Javelin. "Bruce?"

"Yeah?"

Clark couldn't help but grin. "What's going on between you and Diana?"

"Drop it, Kent."

XXXXXXXX

_Bayville High_

"Well…we're here."

With the football field now fully packed with chairs, each one occupied, before the stage where the graduating class sat, all in robes and caps, waiting to receive their diplomas. Leaning closer to Scott, Jean smiled nervously as she saw her parents and sister in the crowd. "There were times I thought we'd never get here, Slim."

Smiling back, Scott took her hand, subtly gesturing to some of the other members of the crowd: Professor Xavier, Ororo, Logan, Hank, and the rest of the Institute, along with several others, including Madelyn, Alison's father, her Aunt Bridget, Uncle Mike, and cousin Jenny, as well as a plain-clothes Corsair, and an auburn-haired, gold-eyed woman that _had_ to be Mystique. "Because of all the insanity we've had to deal with, these past few months?" he asked. "Well, we made it, Red; if we can get through that, we can get through anything."

Jean chuckled. "I'm glad your father was able to stay," she replied, "but I think the Professor would have preferred if Empress Lilandra had been able to stick around, a little while."

Scott arched an eyebrow, sending his thoughts to her. '_Why?_'

Jean's laughter echoed through his mind. '_Why do you think?_'

Sitting behind them, Paul and Taryn both inched forward. "Shop-talk, guys?" Paul asked. "Man, after everything, university's gonna be kinda dull for you two, huh?"

Taryn looked worried. "Just tell me you're still going to Bayville U, Jean; how can I _possibly_ find a sorority without my BFF?"

Jean chuckled, glad to have some _normal_ problems to deal with. "Don't worry, Taryn; Scott and I will be there," she assured her. "I plan to do my undergrad there, and then maybe apply to somewhere like Harvard, or Yale." She grinned at Scott. "Although I'm sure I could be…_persuaded_ to volunteer at the Institute as an instructor."

Scott chuckled. "Well, I'm sure you'll have no problem, Little Miss Valedictorian," he teased back.

Paul looked to Jean's left. "What about you, Alison?"

Alison shrugged. "I'm planning on a joint major: Music Theory and Fashion," she said. "After that…who knows?"

Taryn giggled. "Just make sure you're not late!"

Alison pouted. "Hey, I made it here, didn't I?"

By then, Principal Kelly had moved to the podium, tapping the mic to test it. "The first day I came to this school, I can remember the speech I gave: the main point was about how everyone had special gifts, and how they should use them to make the school-year a great one," Edward said, before he chuckled. "Well, if _that_ wasn't the most ironic moment of my life, I don't know what is!"

The audience laughed appreciatively at that.

Edward's expression turned serious. "Almost exactly one year ago, our entire world changed," he said, "and just one week ago, it changed again. This is the world that we now face – the world that these graduates will go out into." His smile came back. "I said that it was up to all of us to use our special gifts to make the school great; well, now it's up to all of you to make the _world_ a better place, no matter how it changes!" He looked back at the graduates. "Looking at all of you now, I am proud to entrust the world of tomorrow to you!"

Moving to the stack of diplomas, Edward began to call their names, one-by-one. "Paul Andersen!" Getting up, Paul walked over, taking his diploma, and shaking Edward's hand.

Several more names were called, and then… "Alison Blaire!" Beaming, Alison got up, and walked across the stage; smiling to her Dad, Aunt Bridget, and Uncle Mike, she anxiously looked around…and beamed as she saw a familiar hint of red-and-blue in the distance.

After Alison had gotten her diploma, several more names were called. "Taryn Fujioka!" Taryn quickly got up to take her diploma, before Edward called the next name. "Jean Grey, Valedictorian!" Smiling, Jean gave Scott's hand a quick squeeze, before moving to get her diploma; as she moved to the other grads, Taryn was there to give her a hug.

"John-Henry Irons!" Standing up, Junker gave Scott a pat on the shoulder, before moving to go get his diploma. "Duncan Matthews!" Hearing Duncan's name, Scott couldn't help but frown as Duncan passed by, fixing Scott with a glare. "Clarissa Redmond!" Walking by, Clarissa gave Scott a friendly smile, before taking her diploma, moving to stand next to John, her hand slipping into his.

"Scott Summers!"

Finally hearing his name, Scott rose, and strode across the stage, moving to shake the Principal's hand. "It's been an honor, sir."

Edward smiled. "No, Scott; the honor was mine," he replied, handing him the diploma. Taking it, Scott moved to stand next to Jean. Finished, Edward looked back to the audience. "Ladies and Gentlemen: your Class of 2009!"

At that, the graduates all let out a cheer, throwing their caps up into the sky.

After most of the graduates and their families had left – and after they'd greeted their own loved ones – Scott, Jean, and Alison headed over to the Professor and the rest of the Institute family. Smiling warmly, Professor Xavier hugged each of them. "Well done, all of you," he said. "We – all of us – couldn't be more proud."

Scott smiled sheepishly. "Thanks, Professor…but compared to some of the other stuff that's happened this year, graduating doesn't feel like much," he admitted. "I mean…it's just high school."

"Hey, that's a marathon in itself, Scott!"

Turning, Alison beamed as she saw the rest of the Justice League walk towards them. "I thought I saw you in the distance."

J'onn smiled guiltily. "You all did, really," he confessed. "I simply clouded everyone's mind into thinking they couldn't see us."

Flash scratched his head. "Yeah, we…kinda figured we oughtta hang back a little, so as not to mess up your guys' day."

Jean shrugged. "People will get over it, guys," she said. "It took people a while to warm up to _us_, remember?"

"Yeah, and now things are reversed!" Spider-Man remarked. "That's some funky kind of irony!"

Superman chuckled. "Still, congratulations, guys; you've more than earned it."

Scott snorted. "Yeah, lucky us; now _real_ life awaits!" he replied. "Something tells me that things are going to be tougher from here on out..!"

As if on cue, Superman's belt started to beep…along with the communicators of the rest of the League. Kitty groaned. "Oh, you've gotta be _kidding_ me!"

Superman's hearing had already picked up the specifics. "Beacon's picking up increased seismic activity just off the west coast; we've got an incoming tsunami!"

Alison sighed, as she tossed off her robe…revealing her uniform underneath. "Here we go again!"

The Professor looked grave. "You had best get going!"

Scott nodded. "Call us if you need backup!"

"We will," Superman agreed, before turning to the rest of the League. "Let's _move!_" With that, the entire League darted off, either taking to the sky or heading back to the nearby Javelin.

The world had changed all around them, except for one thing: they were still needed.

They had a job to do.

_THE END_

_Author's Note:_

_About 3 years ago, I once remarked that The Last Son, Book Two: Reckonings was the biggest piece of writing I'd ever written._

_I officially stand corrected._

_Without a doubt, this…MEGAcolossus of a story is (up until now) the most massive endeavour I've ever undertaken, but it's been more than worth it. I believe that, over the three years I've spent working on it, my writing-skills have refined considerably._

_And that's not even MENTIONING all the support that all of you, my readers, have given me; because of all of you, I've found the confidence to start branching out my writing-interests, both within the field of fanfiction and beyond. To all of you, I have to say, from the bottom of my heart, thank you; without all of you, I would never have made it this far._

_Thank you._

_With regards to the future, I plan to take a minor step back from the thus-dubbed "Last Son universe," and recharge my batteries; my next project will be the next sequel to my more recent story, "Hanging Ten." Rest assured, I won't be leaving all of you hanging; once that's done, I will begin work on both Crusade and The Smallville Chronicles in earnest. I also plan to do a follow-up story to "A Hero Among Us," taking place shortly after Book Three. Once Crusade and Smallville Chronicles are complete, whenever that may be, I will begin the fourth and final Book of the Last Son Saga: The Last Son, Book Four: Destinies._

_In closing, I will say that it's been one wild ride: things may be slowing down, but don't get off, just yet, because the best is yet to come! Until then, take care, all of you! It's been a blast! See you at the next story!_


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